Actions and Approvals. Wherever in any Loan Document --------------------- Mortgagee, Mortgagee's counsel, or anyone else acting on Mortgagee's behalf is entitled to approve or disapprove any matter, and such approval or disapproval is either expressly or pursuant to a judicial determination not wholly discretionary (for example, Mortgagee's approval is "not to be unreasonably withheld"), if a court determines, without right to further appeal, that such consent or approval was withheld in violation of the applicable standard, then: (a) the consent or approval shall be deemed granted; (b) the granting of the consent or approval shall be the only remedy available to Mortgagor and no action for monetary damages shall be maintained against Mortgagee; (c) neither Mortgagee, Mortgagee's counsel, nor anyone else acting on Mortgagee's behalf shall have any liability, in damages or otherwise, for having withheld consent or approval; and (d) Mortgagor's obligations under the Loan Documents shall not be diminished in any way. If, after the execution and delivery of this Mortgage, Mortgagor requests that Mortgagee take any action or issue any approval, then Mortgagee's obligation to take such action or to consider the matter requiring such approval shall be conditioned on Mortgagor's having paid all fees and expenses (including, without limitation, attorneys' fees and disbursements) of Mortgagee in connection with such action or approval.
Actions and Approvals
