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200501143 withheld or conditioned and the Approving Party shall not be obligated to state the reasons for withholding its approval; (iv) if this OEA does not expressly provide that an Approving Party may grant or withhold its approval in its sole and absolute discretion, the Approving Party shall not unreasonably withhold or condition its approval, and disapproval shall be in writing and the reasons therefor shall be clearly stated; (v) the sole remedy of the Person seeking the approval if such approval is unreasonably withheld shall be an action for specific performance and the Approving Parties shall not be liable to such Person for damages; and (vi) no exercise of any approval right shall subject an Approving Party to liability for breach of any covenant of good faith and fair dealing otherwise implied by law to be part of this OEA. (b) Unless provision is made for a specific time period, each response to a request for an approval or consent required to be considered pursuant to this OEA shall be given by the Person to whom directed within thirty (30) days of receipt of such request. If a response is not given in writing within the required time period, the requested Party shall be deemed to have given its approval if the original notice stated in capitalized letters that failure to respond within the applicable time period will be deemed an approval. (c) The holder of the Approving Party position shall have the right to assign such position to any other Party or Occupant owning a Tract or qualifying as an Anchor Occupant within the Developer Tract or the Kohl's Tract, as the case may be. If an Approving Party fails to assign its Approving Party position at the time of the transfer of the last Tract owned by such Approving Party or Anchor Space occupied by such Approving Party, as the case may be, then such Approving Party position shall automatically be deemed assigned to the Party acquiring the last Tract owned by the transferring Approving Party or to the Occupant obtaining occupancy of the Anchor Space, as the case may be. 12.5 Taxes and Assessments. (a) Each Party shall pay, or cause to be paid, prior to delinquency, all taxes and assessments with respect to its Tract, the Building and other improvements located thereon, and any personal property owned or leased by such Party in the Shopping Center; provided, however, if the taxes or assessments or any part thereof may be paid in installments, the Party responsible therefor may pay each such installment as and when the same becomes due and payable. Nothing contained in this section shall prevent any Party from contesting at its cost and expense any such taxes and assessments with respect to its Tract in any manner such Party elects, so long as such contest is maintained with reasonable diligence and in good faith. At the time as such contest is concluded (allowing for appeal to the highest appellate court), the contesting Party shall promptly pay all such taxes and assessments determined to be owing, together with all interest, penalties and costs thereon. (b) If a tax parcel covers more than a single Tract, each Party owning a Tract within the larger tax parcel shall be responsible for the payment of its proportionate share GALEGALWORES\NE\GRAND ISLAND \OEA4.WPD 11 /16 /04 38