(iv) any Person affiliated with any of the foregoing, or any
director, officer, employee or agent of any thereof.
(B)
NOTWITHSTANDING THE FOREGOING, TENANT SHALL
NOT BE PRECLUDED FROM INSTITUTING LEGAL PROCEEDINGS FOR THE PURPOSE OF MAKING A
CLAIM AGAINST LANDLORD ON ACCOUNT OF
54
AN ALLEGED VIOLATION OF LANDLORD'S OBLIGATIONS UNDER THIS LEASE OR ANY TORTUOUS
CONDUCT OR ACT OF LANDLORD OR ANY EMPLOYEES OR AGENT OF LANDLORD, SUBJECT,
HOWEVER, TO PARAGRAPH 30(A) ABOVE.
31.
Financing.
(A)
TENANT AGREES TO PAY, NOT LATER THAN FIVE
(5) BUSINESS DAYS FOLLOWING WRITTEN REQUEST FROM LANDLORD (OR UPON THE DATE OF
THIS LEASE WITH RESPECT TO COSTS AND EXPENSES INCURRED AS OF SUCH DATE): (I) ALL
COSTS AND EXPENSES INCURRED BY LANDLORD IN CONNECTION WITH THE INITIAL PURCHASE
AND LEASING OF THE LEASED PREMISES, INCLUDING, WITHOUT LIMITATION, TRANSFER
TAXES, MORTGAGE RECORDING TAXES, PILOMRT AND RECORDING FEES AND CHARGES, THE
COST OF APPRAISALS, ENVIRONMENTAL REPORTS, PROPERTY CONDITION REPORT AND ZONING
REPORTS; UCC AND RELATED SEARCHES; OWNER'S TITLE INSURANCE CHARGES AND PREMIUMS
(INCLUDING ENDORSEMENTS), THE COST OF SURVEYS; THE COSTS OF ANY UPDATES TO ANY
OF THE FOREGOING OR ANY RELIANCE LETTERS REQUIRED IN CONNECTION THEREWITH; AND
THE FEES AND EXPENSES OF LANDLORD'S COUNSEL, AND (II) ALL COSTS AND EXPENSES
INCURRED BY LANDLORD IN CONNECTION WITH THE FINANCING OF THE INITIAL LOAN,
WHETHER SUCH INITIAL LOAN OCCURS CONCURRENTLY WITH OR SUBSEQUENT TO THE
CONSUMMATION OF THIS LEASE (BUT NOT ANY EXTENSIONS, MODIFICATIONS, OR
REFINANCING THEREOF), INCLUDING WITHOUT LIMITATION, ANY "POINTS", APPLICATION
CHARGES, COMMITMENT FEES, COSTS OF UPDATES OR ADDITIONS TO SEARCHES OR ANY OF
THE REPORTS IDENTIFIED UNDER CLAUSE (I) HEREOF OR ANY RELIANCE LETTERS REQUIRED
IN CONNECTION THEREWITH, LENDER'S TITLE CHARGES AND PREMIUMS (INCLUDING
ENDORSEMENTS), AND THE FEES AND EXPENSES OF LENDER'S COUNSEL; PROVIDED THAT
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TENANT SHALL NOT BE
RESPONSIBLE FOR THE PAYMENT OF ANY COSTS AND EXPENSES INCURRED BY LANDLORD IN
CONNECTION WITH THE FINANCING OF SUCH INITIAL LOAN IN EXCESS, IN THE AGGREGATE,
OF $3,500,000 (EXCLUDING ANY PILOMRT OR MORTGAGE RECORDING TAX PAYABLE BY TENANT
IN ACCORDANCE WITH THE PROVISION OF THIS LEASE); AND, PROVIDED FURTHER, THAT
LANDLORD AGREES THAT IT SHALL USE GOOD FAITH AND COMMERCIALLY REASONABLE EFFORTS
TO NEGOTIATE THEN CURRENT MARKET OR CUSTOMARY "POINTS" AND FEES IN CONNECTION
WITH SUCH INITIAL LOAN CONSISTENT WITH OTHER MORTGAGES HELD BY INSTITUTIONAL
LENDERS FOR SIMILAR PROPERTIES AND INCUR COMMERCIALLY REASONABLE COSTS AND
EXPENSES IN CONNECTION WITH SUCH INITIAL LOAN TRANSACTION.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF ANY LENDER SHALL REFUSE TO ACCEPT
AN ASSIGNMENT OF THE WPC II MORTGAGE IN CONNECTION WITH THE MAKING OF THE
INITIAL LOAN, THEN THE AMOUNT OF ANY MORTGAGE RECORDING TAX OR PILOMRT DUE IN
CONNECTION WITH THE RECORDING OF SUCH LENDER'S MORTGAGE SHALL BE SPLIT EQUALLY
BETWEEN LANDLORD AND TENANT UP TO THE AMOUNT OF SUCH TAX PAYABLE FOR A MORTGAGE
LOAN OF $155,000,000 (WITH TENANT'S PORTION THEREOF PAYABLE AS ADDITIONAL RENT
HEREUNDER) AND ANY INCREMENTAL ADDITIONAL AMOUNT OF SUCH TAX DUE ON ANY PORTION