OF SUCH LOAN AMOUNT ABOVE $155,000,000 SHALL BE PAYABLE BY LANDLORD.
(B)
IN CONNECTION WITH ANY LOAN, (I) LANDLORD
SHALL NOT INCUR PRINCIPAL INDEBTEDNESS THEREUNDER IN EXCESS OF $225,000,000 AT
ANY TIME PRIOR TO THE OPTION LAPSE DATE (II) IN NO EVENT SHALL THE MONTHLY
PAYMENT OF PRINCIPAL AND INTEREST DUE IN CONNECTION WITH SUCH LOAN, IN THE
AGGREGATE, EXCEED THE BASIC RENT THEN PAYABLE UNDER THIS LEASE WITH RESPECT TO
SUCH MONTH, (III) LANDLORD SHALL PROMPTLY NOTIFY TENANT IN WRITING OF THE
PREPAYMENT TIMEFRAMES AND TERMS OF ANY MORTGAGE ENTERED INTO BY LANDLORD,
(IV) LANDLORD SHALL NOT ENTER INTO ANY MORTGAGE ON THE LEASED PREMISES THAT HAS
A LOCK-OUT PERIOD PRECLUDING PREPAYMENT OR DEFEASANCE DURING THE ENTIRETY OF THE
OPTION WINDOW, (V) IF LANDLORD ENTERS INTO A LOAN ON THE LEASED PREMISES THAT
DOES NOT ALLOW TENANT AN OPPORTUNITY TO PREPAY THE LOAN AT PAR DURING THE OPTION
WINDOW, THEN LANDLORD SHALL BE RESPONSIBLE FOR THE APPLICABLE PREPAYMENT PREMIUM
IF TENANT EXERCISES ITS
55
PURCHASE OPTION DURING SUCH OPTION WINDOW, AND (VI) LANDLORD AGREES THAT IT
SHALL USE GOOD FAITH AND COMMERCIALLY REASONABLE EFFORTS TO NEGOTIATE THEN
CURRENT "MARKET" OR CUSTOMARY PREPAYMENT PREMIUMS IN CONNECTION WITH ANY SUCH
LOAN, TAKING INTO ACCOUNT THE CREDIT AND FINANCIAL STANDING OF TENANT AND
GUARANTOR AT THE TIME LOAN IS MADE, CURRENT MARKET CIRCUMSTANCES AND THE TYPE
AND AMOUNTS OF PREPAYMENT PREMIUMS OR PENALTIES WHICH ARE GENERALLY BEING
REQUIRED IN CONNECTION WITH MORTGAGES HELD BY INSTITUTIONAL LENDERS FOR SIMILAR
PROPERTIES (OR SIMILAR LEASEHOLD INTERESTS THEREIN), SIMILARLY SITUATED
(INCLUDING, WITHOUT LIMITATION, MORTGAGES ANTICIPATED TO BE SUBJECT TO A
SECURITIZATION); SPECIFICALLY, LANDLORD WILL USE GOOD FAITH
AND COMMERCIALLY
REASONABLE EFFORTS (BUT WITHOUT LEGAL OBLIGATION) TO OBTAIN FROM THE APPLICABLE
LENDER (X) THE ABILITY TO PREPAY THE LOAN "AT PAR" (I.E., WITHOUT PREPAYMENT
PREMIUMS OR PENALTIES OR DEFEASANCE COSTS) IN CONNECTION WITH A TERMINATION OF
THE LEASE AND PURCHASE OF THE LEASED PREMISES PURSUANT TO A REJECTABLE OFFER
MADE BY TENANT UNDER PARAGRAPH 18 HEREOF, AND (Y) AS LONG OF AN "AT PAR"
PREPAYMENT PERIOD IMMEDIATELY PRIOR TO MATURITY OF THE LOAN AS THEN CURRENT
MARKETS PERMIT WITHOUT ADVERSELY ALTERING THE ECONOMICS OF THE LOAN (Z)
THE
ABILITY TO EXTEND THE LOAN AN ADDITIONAL SIX (6) MONTHS IN THE EVENT THAT A
WIDESPREAD CAPITAL MARKETS DISRUPTION NOT RELATED TO THE TENANT OR GUARANTOR'S
CREDIT MAKES AN EARLIER PAYOFF AND REFINANCING PROBLEMATIC (PROVIDED THAT SUCH
EXTENSION PERIOD DOES NOT RESULT IN ANY CHANGES IN THE LOAN ECONOMICS THAT IS
ADVERSE TO LANDLORD (INCLUDING INTEREST RATE OR AMORTIZATION SCHEDULE CHANGES).
TENANT SHALL NOT BE RESPONSIBLE FOR ANY TRANSACTION COSTS OR FEES INCURRED BY
LANDLORD IN CONNECTION WITH ANY REFINANCING OF THE INITIAL LOAN.
(C)
TENANT AGREES TO PAY, WITHIN
THREE (3) BUSINESS DAYS OF WRITTEN DEMAND THEREFOR, ANY COST, CHARGE OR EXPENSE
(OTHER THAN THE PRINCIPAL OF THE NOTE AND INTEREST THEREON AT THE CONTRACT RATE
OF INTEREST SPECIFIED THEREIN) IMPOSED UPON LANDLORD BY LENDER PURSUANT TO THE
NOTE, THE MORTGAGE OR THE ASSIGNMENT WHICH IS CAUSED