Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor. 3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 3 contracts
Sources: Leasehold Mortgage (Emeritus Corp\wa\), Leasehold Mortgage (Emeritus Corp\wa\), Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing (Emeritus Corp\wa\)
Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor Borrower shall paypay or cause to be paid, not later than one the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas fees and other space beyond payments to be made to any local, State or federal department, board or agency, or any other agency or governmental board or entity having jurisdiction over the lot line and abutting Portfolio Properties (a “Governmental Authority”) in connection with the public sidewalks Real Property (as defined in front of or adjoining the PropertyPortfolio Mortgages), and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectivelycollectively hereinafter referred to as “Impositions”) which now or hereafter are imposed by law upon the Portfolio Properties. If any Imposition is not paid within the time hereinabove specified, Lender shall have the right to pay the same, together with any penalty and interest thereon, and the amount or amounts so paid or advanced shall forthwith be payable by Borrower to Lender and shall be secured by the lien of the Portfolio Mortgages. Notwithstanding the foregoing, Borrower may in good faith contest, at its own cost and expense, by proper legal proceedings, the "Impositions") validity or amount of every kind any Imposition, on the condition that Borrower first shall deposit with Lender, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and nature whatsoeverinterest that would be payable if Borrower is ultimately required to pay such contested item, general and specialon the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Portfolio Properties, ordinary and extraordinaryor the lien thereon created by the item being contested, foreseen and unforeseen, which shall to be assessed, levied, confirmed, imposed or become a lien upon or against sold for the Property or any part nonpayment thereof, or which as shall become due and payable with respect theretopermit an action, unless contested in good faith as permitted either of foreclosure or otherwise, to be commenced by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law holder of any government having jurisdiction over the Property is enacted after this date [i] deducting such lien. Borrower will not claim any credit on, or make any deduction from the value Indebtedness by reason of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of any Imposition. Borrower hereby assigns to Lender all rights of Borrower now or hereafter arising in and to the whole or refund of any part Imposition and any interest thereon. If following receipt of any such refund by Lender, there exists no Event of Default (as hereinafter defined) hereunder, then Lender shall pay over the same to Borrower promptly after demand; if there exists an Event of Default hereunder, Lender may apply said refund in reduction of the Imposition which Indebtedness in whatever order Lender may elect (subject, however, to any refund or credit owed to any tenant under a Lease where such tenant is required to be paid by Mortgagor hereunder; or [iii] changing not in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefordefault under its Lease).
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 3 contracts
Sources: Master Loan Agreement (STAG Industrial, Inc.), Master Loan Agreement (STAG Industrial, Inc.), Master Loan Agreement (STAG Industrial, Inc.)
Impositions. 3.2.1 Except Tenant shall pay to Landlord as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior additional rent an amount equal to the date such Impositions become delinquent, all general real estate taxes, personal property taxes, general taxes and special assessments, water if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and sewer rents and chargespayable after the expiration of the Lease Term; provided, license feeshowever, that Landlord shall pay all charges which may such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be imposed reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the use second installment of vaults2005 and the first installment of 2006 when said tax bills become due, chutesnotwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, areas Tenant shall not less than five (5) days prior to the due date pay as additional rent any and other space beyond the lot line all special taxes and abutting the public sidewalks in front of or adjoining the Propertyassessments, water rates and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall accrue or may be assessed, levied, confirmedassessed or imposed upon the Premises, imposed or become a lien upon or against the Property or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall become be required to pay, accruing or becoming due and payable with respect thereto, unless contested in good faith during the term of this Lease (such real estate taxes and water bills are hereafter referred to as permitted by the Lease“Impositions”). Mortgagor Tenant shall deliver to Mortgagee [i] not more than five days after the delinquency date provide Landlord evidence of each Imposition, a copy payment of the invoice for such Imposition and Impositions within three (3) days of Landlord’s request therefor. If at any time during the check delivered for payment thereof; and [ii] not more than 30 days after term of this Lease the delinquency date method of each Imposition, a copy taxation prevailing at the commencement of the official receipt evidencing such payment term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other proof of payment satisfactory income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from extent that they are so measured or based, shall be deemed to be included within the value of land term Impositions for the purpose purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of taxation any lien thereon; [ii] imposing upon Mortgagee Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the whole taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any part leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the Imposition which is required foregoing; (ii) levied upon or with respect to be paid the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Mortgagor hereunderTenant of the Premises or any portion thereof; or [(iii] changing in ) levied upon this transaction or any way laws relating document to the taxation of deeds of trust which Tenant is a party creating or debts secured by deeds of trust transferring any interest or mortgage interests an estate in the PropertyPremises. Upon demand by Landlord, or the manner Tenant shall furnish Landlord satisfactory evidence of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforpayment thereof.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 3 contracts
Sources: Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc), Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. 3.2.1 Except as otherwise set forth in the LeaseSubject to Article 11 relating to contests, Mortgagor Lessee, at Lessee’s expense, shall paybear, not later than one day pay and discharge all Impositions at least twenty days prior to the date last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such Impositions payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become delinquentdue from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. An official certificate or statement issued or given by any sovereign or governmental authority or agency, or any public utility, showing the existence of any Imposition, or interest or penalties thereof, the payment of which is the obligation of Lessee as provided herein, shall be prima facia evidence for all real estate taxespurposes of this Lease of the existence, personal property taxesamount and validity of such Imposition. Upon the occurrence and continuance of an event of default, general and special assessmentsat the option of Lessor, water and sewer rents and charges, license fees, all charges which may be imposed exercised by written notice to Lessee, Lessee shall pay to Lessor, on each Rent Payment Date during the Lease Term, an amount equal to one twelfth (1/12th) of all Impositions becoming due within the ensuing twelve months, as reasonably estimated by Lessor. Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be credited for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or difference against the Property next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or any part thereofin part, or which if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall become due and payable with respect thereto, unless contested in good faith as permitted by pay the Leasesame to Lessor on demand. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy The obligations of the invoice for such Imposition and parties hereunder shall survive the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy expiration or termination of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforLease Term.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 2 contracts
Sources: Lease (Atlantic Express Transportation Corp), Lease (Atlantic Express Transportation Corp)
Impositions. 3.2.1 Except Landlord and Tenant shall cooperate with each other to cause the appropriate taxing authorities to deliver directly to Tenant all statements and invoices for Impositions, effective as otherwise set forth in of the LeaseEffective Date. Tenant shall pay before any fine, Mortgagor shall paypenalty, not later than one day prior to interest, or cost may be added thereto for the date such Impositions become delinquentnonpayment thereof, all real estate estate, municipal utility district and other similar taxes, personal property assessments, ad valorem taxes, general and special assessments, water and sewer rents and charges, sales tax on Rent, all gross receipts or “margin” tax assessed against Landlord with respect to, or that is attributable to, Rent, vault charges, license and permit fees, all charges dues or assessments, general or special of any association to which may be imposed for the use of vaults, chutes, areas Premises is subject and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoevercharges, general and special, ordinary ordinary, and extraordinary, foreseen unforeseen as well as foreseen, of any kind and unforeseennature (collectively, “Impositions”) which shall may be charged, assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable, during the Term; provided, however, that if, by Law, any Imposition is payable with respect thereto, unless contested in good faith as permitted by or at the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy option of the invoice taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant may pay the same (and any accrued interest on the unpaid balance) in installments and shall be required to pay only such installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment thereof. If the Term commences on a day other than January 1 or expires on a date other than December 31, Tenant shall only be liable for the Impositions accruing during the Term (such that the same shall be prorated between Landlord and Tenant for such Imposition calendar year). Tenant shall be entitled to the benefit of any abatements or reduction of any Impositions during the Term and, in all events, shall be entitled to any and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Impositionall tax incentives, a copy of the official receipt evidencing such payment rebates, discounts or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land similar payments or inducements which Tenant may negotiate for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating and receive (even though allocable to the taxation Premises) from any governmental authority with regard to the location of deeds of trust Tenant’s business on the Premises or debts secured by deeds of trust or mortgage interests in the Propertyotherwise. All reductions, refunds, or the manner rebates of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating Impositions applicable to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor Term shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice belong to MortgagorTenant.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Asbury Automotive Group Inc), Asset Purchase Agreement (Asbury Automotive Group Inc)
Impositions. 3.2.1 Except Tenant shall pay to Landlord as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior additional rent an amount equal to the date such Impositions become delinquent, all general real estate taxes, personal property taxes, general taxes and special assessments, water if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and sewer rents and chargespayable after the expiration of the Lease Term; provided, license feeshowever, that Landlord shall pay all charges which may such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be imposed reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the use second installment of vaults2005 and the first installment of 2006 when said tax bills become due, chutesnotwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition. Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, water rates and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall accrue or may be assessed, levied, confirmedassessed or imposed upon the Premises, imposed or become a lien upon or against the Property or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall become be required to pay, accruing or becoming due and payable with respect thereto, unless contested in good faith during the term of this Lease (such real estate taxes and water bills are hereafter referred to as permitted by the Lease“Impositions”). Mortgagor Tenant shall deliver to Mortgagee [i] not more than five days after the delinquency date provide Landlord evidence of each Imposition, a copy payment of the invoice for such Imposition and Impositions within three (3) days of Landlord’s request therefor. If at any time during the check delivered for payment thereof; and [ii] not more than 30 days after term of this Lease the delinquency date method of each Imposition, a copy taxation prevailing at the commencement of the official receipt evidencing such payment term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other proof of payment satisfactory income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from extent that they are so measured or based, shall be deemed to be included within the value of land term Impositions for the purpose purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of taxation any lien thereon; [ii] imposing upon Mortgagee Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the whole taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any part leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the Imposition which is required foregoing; (ii) levied upon or with respect to be paid the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Mortgagor hereunderTenant of the Premises or any portion thereof; or [(iii] changing in ) levied upon this transaction or any way laws relating document to the taxation of deeds of trust which Tenant is a party creating or debts secured by deeds of trust transferring any interest or mortgage interests an estate in the PropertyPremises. Upon demand by Landlord, or the manner Tenant shall furnish Landlord satisfactory evidence of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforpayment thereof.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Impositions. 3.2.1 Except as otherwise set forth in the Lease(a) Subject to Article XII relating to permitted contests, Mortgagor Tenant shall pay, not later than one day prior or cause to be paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such payments. Tenant’s obligation to pay Impositions shall be absolutely fixed upon the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Leased Property or any part thereofthereof subject to Article XII. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments, whether or which not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. For the avoidance of doubt, ▇▇▇▇▇▇ shall be responsible for the payment of all Impositions that are due and payable as of the Commencement Date (regardless as to whether such Impositions are attributable to a period preceding the Commencement Date).
(a) Landlord or GLP shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect theretoto Landlord’s net income, unless contested gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in good faith the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent shall prepare and file all other tax returns and reports as permitted may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property.
(b) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant or ▇▇▇▇▇▇’s Affiliates, including prior to the merger effected pursuant to the Merger Agreement, shall be paid over to or retained by Tenant. |US-DOCS\126208570.12||
(c) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the Lease. Mortgagor shall deliver party to Mortgagee [i] not more than five days after whom the delinquency date of each Imposition, a copy of request is made with respect to the invoice for such Imposition Leased Property as may be necessary to prepare any required returns and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgageereports. If any law property covered by this Master Lease is classified as personal property for tax purposes, Tenant shall file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of any government having jurisdiction over the Property is enacted after this date [i] deducting from the assessment notices indicating a value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment in excess of the whole reported value in sufficient time for Tenant to file a protest.
(d) Billings for reimbursement by Tenant to Landlord of personal property or real property taxes and any part of taxes due under the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating Landlord Tax Returns, if and to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee extent Tenant is responsible for such taxes 30 days under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made.
(e) Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after Mortgagee gives notice such termination, and ▇▇▇▇▇▇’s obligation to Mortgagorpay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided Tenant is given reasonable opportunity to participate in the process leading to such agreement.
Appears in 1 contract
Impositions. 3.2.1 Except as otherwise set forth The following provisions are hereby inserted at the end of ----------- subsection 7(b): For the purposes of this subsection 7(b), Tenant's Proportionate Share of a municipal assessment (but not a real estate tax) shall only include those installments thereof becoming due during the Term. If any assessments may be paid in installments over a period of years, such assessments shall, for the Leasepurposes of subsection 7(b), Mortgagor shall paybe deemed to be payable over the longest number of years permitted by the assessing authority, not later than one day prior and only the installments coming due during the Term, together with any interest or carrying charges due, will be included within the Impositions payable by Tenant. With regard to the date such Impositions become delinquent, all real estate taxes, personal property Landlord agrees to take advantage of opportunities to pay such taxes during the discount period. Any provision of this subsection 7(b) to the contrary notwithstanding, Tenant's obligation hereunder shall not include any franchise, estate, succession, or inheritance taxes, general nor any penalties imposed for late payment of any real estate tax, assessment or other Imposition (except for penalties on taxes which Landlord has not paid as a result of a bona fide contest or for which it has not received payment from Tenant) and special assessmentsshall in no event include any real estate tax or assessment attributable solely to a period occurring prior to the Commencement Date. Provided Tenant then leases more than 75% of the Building and provided Tenant is not then in default under this Lease beyond applicable notice and/or cure periods, water Tenant shall have the right to require Landlord, at Tenant's sole cost and sewer rents expense, to contest or appeal the real estate taxes and chargestax assessments relating to the Property. In lieu thereof, license Landlord may authorize Tenant to prosecute such appeal or contest, provided that Tenant shall provide to Landlord for its reasonable review and approval prior to filing any applications, affidavits and like supporting documentation required in connection with such effort, Landlord shall have reasonably approved such contest or appeal and Tenant shall consult with Landlord as requested in connection with such process, and if undertaken, such contest or appeal shall be prosecuted with diligence and in good faith and at Tenant's sole cost and expense. Landlord shall reasonably cooperate with Tenant (including signing applications, affidavits and the like, if so requested) subject to and in accordance with the conditions set forth in this paragraph. Tenant acknowledges and agrees that Landlord's "reasonable review and approval", as such term is used herein, shall mean and refer to Landlord's good faith consideration of the reasonableness of Tenant's proposed contest or appeal, and the accuracy of information set forth in such documentation as shall have been prepared by Tenant and submitted to Landlord for its review. In no event shall impositions include fees, all charges which may be imposed for or assessments in connection with the use initial construction or development of vaultsthe Property or Landlord's redevelopment thereof, chutesincluding, areas without limitation, development fees, tap-in fees or other initial assessments or payments due and other space beyond payable to the lot line and abutting local municipality or to a governmental or quasi-governmental agency or authority in connection with the public sidewalks in front initial planning, approval or development of or adjoining the Property. The foregoing notwithstanding, Tenant acknowledges and all other governmental levies and charges (collectively, agrees that the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, Impositions for which Tenant is responsible hereunder shall include real estate taxes which shall be assessed, levied, confirmed, imposed or become a lien levied based upon or against ▇▇▇▇▇▇▇▇▇▇ County's assessment of the Property or as improved with the Buildings and other improvements contemplated in this Lease. Upon Tenant's request, Landlord shall provide to Tenant copies of real estate tax bills and any part thereof, or which shall become due correspondence received by Landlord regarding real estate taxes and payable assessments with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Lease Agreement (Verticalnet Inc)
Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor (a) Tenant shall pay, not later than one day prior to the date such Impositions become delinquent, pay all real estate taxes, assessments for local improvements, water, and storm and sanitary sewer rates and charges, licenses and permit fees, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Propertytaxes, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoevercharges, general and special, ordinary and extraordinary, foreseen unforeseen as well as foreseen, of any kind and unforeseen, nature whatsoever which shall be are assessed, levied, confirmed, imposed imposed, or become a lien upon the Premises, or against become payable during the Property Term of this Lease or any part thereofrenewal or extension thereof (the "Impositions"), payment thereof to be made before any fine, penalty, interest, or which cost may be added thereto for the nonpayment thereof; provided, however, that if by law any Imposition is payable, or may at the option of the taxpayer be paid, in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as the same respectively become due and payable with respect theretoand before any fine, unless contested penalty, interest, or cost may be added thereto for the nonpayment of any such installment and interest; and provided, further, that any Imposition relating to a fiscal period of the taxing authority a portion of which is included within the Term and a portion of which is included in good faith a period of time prior to commencement date hereof or after the expiration of the Term or any extensions thereof (for reasons other than Tenant's default hereunder) shall be adjusted between Landlord and Tenant as permitted of the commencement date hereof or such expiration date. Forty-five (45) days prior to the expiration of the Term, Landlord shall ▇▇▇▇ Tenant for its pro rata share of the Impositions based upon the overlap of the last year of the Lease and the fiscal period of the taxing authorities, as reasonably estimated by Landlord, which shall not be subject to re-adjustment. Such pro rata billing shall be based upon the Impositions for the previous fiscal year. Tenant shall pay each such pro rata billing to Landlord within thirty (30) days of receipt thereof; provided, however, that if the Impositions for the last fiscal year of the taxing authorities into which the Term extends shall vary from those of the previous fiscal year, Tenant and Landlord shall make a final adjustment at the end of the last such fiscal year based upon the Impositions actually paid by Landlord, and any such liability of Landlord or Tenant for any such adjustment shall specifically survive the termination of this Lease.
(b) Nothing hereinabove contained shall require Tenant to pay sums owing under Landlord's mortgage or mortgages, any franchise, estate, inheritance, succession, capital levy, stamp levy, stamp tax, or transfer of Landlord or any income, excess profits, or revenue tax, or any other tax, assessment, charge, or levy based on or measured by the gross income or capital stock of Landlord or upon the net rental payable by Tenant under this Lease; provided, however, that if at any time during the Term of this Lease an occupation or excise tax on rents is levied or assessed against Landlord or the net rental, as a substitution in whole or in part for taxes assessed or imposed on the Premises, the same shall be deemed to be included within the term "Impositions" as hereinabove defined and Tenant shall pay and discharge the same in accordance with the provisions of this subsection in respect to the payment of Impositions. Mortgagor Landlord covenants to forward promptly to Tenant any and all notices or statements relating to taxes, assessments, fees, water, sewer, or other rent, rate or charge, excise, levy, license fee, permit fee, inspection fee, or other authorization fee and Landlord shall deliver indemnify Tenant (without hereby implying any rights of abatement, diminution, reduction, deduction, or setoff), upon notice from Tenant, for penalty, late charge, delinquency charge, or damages incurred by Tenant due to Mortgagee [i] not more than five failure of Landlord to so forward said notice or statement. Tenant shall furnish to Landlord, within thirty (30) days after the delinquency date of each Impositionwhen any Imposition is due, a copy official receipts of the invoice for appropriate taxing authority or other evidence satisfactory to Landlord evidencing payment thereof. The certificate, advice, or ▇▇▇▇ of nonpayment of any Imposition from the appropriate official designated by law to make or issue the same or to receive payment of any Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice, or ▇▇▇▇ of nonpayment.
(a) In the event that Tenant shall contest the collection or assessment of any tax, assessment, fee, water or sewer charge or rate, excise, or levy by legal proceedings or other appropriate action, then Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to contest such, and on written demand by Landlord shall make a sufficient deposit of funds with an escrow agent designated by Landlord in such written demand or provide a surety bond in amount sufficient to cover the total contested amount plus penalties and interest thereon less any sum previously paid into court or paid to the charging entity or provide such security as may be required by the holder of the first-lien deed of trust with respect to the Premises. Such deposit shall remain with the escrow agent until such contest is concluded by final judgment or is otherwise satisfied; provided, however, that in the event that Landlord reasonably deems itself in danger of losing its interest in the Premises because of action by the taxing authority prior to the conclusion of the contest, the funds shall be released immediately without the necessity of further authorization from Tenant. If it be determined that Tenant is liable for any such payment, the funds shall be paid to the extent of such payment to the charging entity, together with interest and penalties due thereon, if any, and the check delivered for payment thereof; balance, if any, shall be returned to Tenant. In the event that the amount of such deposit is insufficient to make such payment, together with interest and [ii] not more than 30 days penalties due thereon, after such final judgment, the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to deficit shall be paid by Mortgagor hereunderTenant; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Propertyprovided, or the manner of collection of taxeshowever, in any such casethat Landlord may, so as to affect this Mortgage or the Secured Obligationsat its option, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefordeficiency and the amount so paid shall be due immediately from Tenant as Additional Rent hereunder. If, however, Tenant prevails in its contest, such funds shall be returned to Tenant.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Lease Agreement (Am General Corp)
Impositions. 3.2.1 Except as (a) Borrower shall pay and discharge all Impositions prior to delinquency and shall provide to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within fifteen (15) days after the same would otherwise set forth have become delinquent. Borrower's obligation to pay Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Lender an obligation to pay any property taxes or other Impositions or which otherwise adversely affect Lender's interests. Should Borrower default in the Leasepayment of any Impositions, Mortgagor Lender may (but shall not be obligated to) pay such Impositions or any portion thereof and Borrower shall reimburse Lender within five (5) days after demand for all such Advances.
(b) Borrower shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the Mortgaged Property or any portion thereof; provided, however, that such contest will not later than one day result in a sale of the Mortgaged Property and prior to the date on which such Impositions Imposition would otherwise have become delinquentdelinquent Borrower shall have: (i) given Lender prior notice of such contest; and (ii) deposited with Lender, and shall deposit such additional amounts as are necessary to keep on deposit at all times, an amount equal to at least one hundred ten percent (110%) of the total of: (A) the balance of such Imposition then remaining unpaid; and (B) all interest, penalties, costs and charges accrued or accumulated thereon. Any such contest shall be prosecuted with due diligence, and Borrower shall promptly pay the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Subsection 5.3(b) to the payment of any unpaid Imposition to prevent the sale of or forfeiture of the Mortgaged Property (or any portion thereof) for non-payment thereof. Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the particular Imposition for which such amount was deposited. Any surplus retained by Lender after payment of the Imposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred and be continuing, in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Subsection 5.3(b) to the contrary, Borrower shall pay any Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Lender, failure to pay will result in the Mortgaged Property (or any portion thereof) being in jeopardy or danger of being forfeited or sold by foreclosure and as long as there is no continuing Event of Default, Lender shall make any amount deposited with Lender available to Borrower for such purpose. If Borrower refuses to pay any such Imposition, Lender may (but shall not be obligated to) make such payment and Borrower shall reimburse Lender on demand for all such Advances (to the extent not previously deposited with Lender as provided above). Additionally, in such event, if Lender is prevented by law or judicial or administrative order from paying such Imposition, then upon ninety (90) days prior written notice to Borrower, Lender, at its option, may declare the entire Indebtedness immediately due and payable.
(c) Subject to Subsection 5.3(d), commencing on the due date of the first monthly installment under the Note following delivery to Borrower of a Real Estate Tax Notice, Borrower shall deposit with Lender, monthly, on the due date of each monthly installment under the Note, 1/12th of the annual charges (as estimated by Lender) for real estate taxes, personal property taxes, taxes and all general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas levies and other space beyond the lot line and abutting the public sidewalks items reflected in front of or adjoining the Property, and all other governmental levies and charges any real estate tax b▇▇▇ (collectively, the "ImpositionsReal Estate Taxes") imposed upon the Mortgaged Property, and, if required by Lender, 1/12th of every kind and nature whatsoeverthe annual charges for rent (if Borrower is lessee of an interest in any of the Mortgaged Property) with respect to the Mortgaged Property. If required by Lender, general and specialBorrower shall also deposit with Lender, ordinary and extraordinarysimultaneously with such monthly deposits, foreseen and unforeseena sum of money which together with such monthly deposits will be sufficient to make the payment of each such charge at least thirty (30) days prior to its delinquency date. Should such charges not be ascertainable at the time any deposit is required to be made, which the deposit shall be assessedmade on the basis of the charges for the prior year or payment period, leviedas reasonably estimated by Lender. When the charges are fixed for the then current year or period, confirmedBorrower shall deposit any deficiency on demand and, imposed provided that there is no continuing Event of Default, any surplus shall, at Lender's election, be refunded to Borrower or become a lien upon or against credited to each of the Property or any part thereofnext succeeding deposits for Real Estate Taxes required hereunder until such surplus is exhausted. All funds deposited with Lender shall be held without interest (unless the payment of interest thereon is required under applicable law), or which may be commingled with Lender's other funds, and shall become due and payable with respect thereto, unless contested be applied in good faith as permitted by payment of the Lease. Mortgagor shall deliver foregoing charges prior to Mortgagee [i] not more than five days after the their delinquency date provided that no Event of each ImpositionDefault shall have occurred. Should an Event of Default occur, a copy the funds so deposited may be applied in payment of the invoice charges for which such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment funds shall have been deposited or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole Indebtedness or any part other charges affecting the Mortgaged Property, as Lender in its sole discretion may determine, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided. Unless the deposit of Real Estate Taxes has been waived pursuant to Subsection 5.3(d), Borrower shall provide Lender with bills and all other documents necessary for the payment of the Imposition which is foregoing charges at least 15 days prior to their delinquency date.
(d) Notwithstanding anything to the contrary contained in Section 5.3(c), Lender agrees that Borrower shall not be required to make the deposits required under Subsection 5.3(c) above to pay Real Estate Taxes as long as each of the following terms and conditions continue to be satisfied, as determined by Lender in its sole and absolute discretion:
(i) Subject to Borrower's right to contest provided in Section 5.3(b), Borrower timely and fully pays all Real Estate Taxes on or affecting the Mortgaged Property on or prior to the last date when said Real Estate Taxes may be paid without payment of any interest, late fee or penalty.
(ii) No Event of Default exists under the Loan Documents.
(iii) No transfer of any interest in the Mortgaged Property has occurred, other than as expressly permitted by Mortgagor hereunder; the terms of the Loan Documents.
(iv) There does not exist any financing in violation of the terms of the Loan Documents. In the event that any one or [iii] changing in any way laws relating more of the above requirements are not satisfied, after notice from Lender (an "Real Estate Tax Notice"), Borrower shall commence making the deposits for Real Estate Taxes pursuant to the taxation terms of deeds Subsection 5.3(c) above and shall continue to make such deposits for the remainder of trust the Loan term notwithstanding the cure or debts secured by deeds satisfaction of trust any or mortgage interests in all of said requirements. The terms of this Subsection 5.3(d) shall be only for the Propertybenefit of the original Borrower named on page one of this Agreement and shall not be applicable to any other subsequent Borrower. In the event of a transfer of the Mortgaged Property pursuant to Section 8.3, or the manner a transfer of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee therefor.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating title to the Secured Obligations, NoteMortgaged Property in violation of the Loan Documents, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor Subsection 5.3(d) shall pay or reimburse Mortgagee immediately become null and void and an immediate initial escrow deposit (sufficient to meet upcoming obligations in Lender's judgment) and subsequent monthly impounds for such taxes 30 days after Mortgagee gives notice Impositions shall be required pursuant to MortgagorSubsection 5.3(c) above.
Appears in 1 contract
Sources: Loan Agreement (Douglas Emmett Inc)
Impositions. 3.2.1 Except 4.1.1 Subject to Section 4.5, Tenant shall pay all Impositions attributable to a tax period, or portion thereof, occurring during the Term (irrespective of whether the Impositions for such tax period are due and payable after the Term), when due and before any fine, penalty, premium, interest or other cost may be added for non-payment. Where feasible, such payments shall be made directly to the taxing authorities. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (so long as otherwise set forth no interest shall accrue on the unpaid balance of such Imposition unless paid by Tenant), Tenant may exercise the option to pay same in installments and, in such event, shall pay such installments during the LeaseTerm before any fine, Mortgagor penalty, premium, further interest or cost may be added thereto. Tenant shall paydeliver to Landlord, not later less than one day five (5) days prior to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy copies of the invoice for such Imposition and Imposition, the check delivered for payment thereof; thereof and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official an original receipt evidencing such payment or other proof of payment satisfactory to MortgageeLandlord.
4.1.2 Notwithstanding anything contained in Section 4.1.1 to the contrary, Landlord may elect to pay those Impositions if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock directly to the taxing authority and within ten (10) Business Days of Landlord delivering to Tenant notice and evidence of such payment, Tenant shall reimburse Landlord for such paid Impositions. If In connection with such Impositions, Tenant shall, upon request of Landlord, promptly provide to Landlord such data as is maintained by Tenant with respect to any law Facility as may be necessary to prepare any returns and reports to be filed in connection therewith.
4.1.3 Tenant shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to or relating to all Impositions (other than those Impositions, if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock).
4.1.4 Tenant may, upon written notice to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest, appeal or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and Landlord, at Tenant’s expense, shall reasonably cooperate with Tenant in such protest, appeal or other action; provided, however, that upon Landlord’s request in connection with any such protest or appeal, Tenant shall post an adequate bond or deposit sufficient sums with Landlord to insure payment of any government having jurisdiction over such real estate or personal property assessments during the Property is enacted after this date [i] deducting from the value pendency of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment such protest or appeal.
4.1.5 Impositions imposed or assessed in respect of the whole tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord and Tenant, whether or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay not such Imposition is imposed or reimburse Mortgagee thereforassessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof shall survive such termination.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Impositions. 3.2.1 Except as (a) Borrower shall pay and discharge all Impositions prior to delinquency and shall furnish to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within 15 days after the same would otherwise set forth have become delinquent. Borrower's obligation to pay Impositions pursuant to this Deed of Trust shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Trustee or Lender an obligation to pay any property taxes or other Impositions or which otherwise adversely affect Trustee's or Lender's interests. Should Borrower default in the Leasepayment of any Impositions, Mortgagor Lender may (but shall not be obligated to) pay such Impositions or any portion thereof and Borrower shall reimburse Lender on demand for all such Advances.
(b) Borrower shall not be required to pay, not later than one day discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the Mortgaged Property or any portion thereof; provided, however, that prior to the date on which such Impositions Imposition would otherwise have become delinquent, all real estate taxes, personal property taxes, general delinquent Borrower shall have (i) given Lender prior notice of such contest and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property(ii) deposited with Lender, and shall deposit such additional amounts as are necessary to keep on deposit at all other governmental levies times, an amount equal to at least 110 per cent of the total of (A) the balance of such Imposition then remaining unpaid and (B) all interest, penalties, costs and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which accrued or accumulated thereon. Any such contest shall be assessedprosecuted with due diligence, leviedand Borrower shall promptly pay the amount of such Imposition as finally determined, confirmed, imposed together with all interest and penalties payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Section 2.06(b) to the payment of any unpaid Imposition to prevent the sale or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy forfeiture of the invoice Mortgaged Property for such Imposition and the check delivered for non-payment thereof; and [ii] not more than 30 days after . Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the delinquency date application of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory amount to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part particular Imposition for which such amount was deposited. Any surplus retained by Lender after payment of the Imposition for which is required a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred under the provisions of this Deed of Trust, in which case said surplus may be retained by Lender to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating applied to the taxation Indebtedness. Notwithstanding any provision of deeds of trust or debts secured by deeds of trust or mortgage interests this Section 2.06(b) to the contrary, Borrower shall pay any Imposition which it might otherwise be entitled to contest if, in the Propertyreasonable opinion of Lender, the Mortgaged Property is in jeopardy or the manner in danger of collection of taxesbeing forfeited or foreclosed. If Borrower refuses to pay any such Imposition, Lender may (but shall not be obligated to) make such payment and Borrower shall reimburse Lender on demand for all such Advances. Additionally, in any such caseevent, so as to affect this Mortgage if Lender is prevented by law or the Secured Obligationsjudicial or administrative order from paying such Imposition, then MortgagorLender, upon 30 days' notice from Mortgageeat its option, shall pay such Imposition or reimburse Mortgagee thereformay declare the entire Indebtedness immediately due and payable.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Felcor Lodging Trust Inc)
Impositions. 3.2.1 Except as otherwise set forth in (a) Borrower shall pay all Impositions before the Leasesame become delinquent and, Mortgagor upon written request, shall payfurnish to Lender duplicate receipts for such payment. Unless Lender has paid such Impositions directly on Borrower's behalf, not later than one day Borrower shall furnish to Lender evidence that all Impositions are paid at least five (5) Business Days prior to the last date for payment of such Impositions become delinquentand before imposition of any penalty or accrual of interest.
(b) Notwithstanding the foregoing, all real estate taxesBorrower may, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by faith, with reasonable diligence and at Borrower's sole cost and expense, contest the Lease. Mortgagor shall deliver to Mortgagee [validity or amount of any Impositions, provided that:
(i] not more than five days after ) Such contest prevents the delinquency date of each Imposition, a copy collection of the invoice for such Imposition Contested Taxes and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date sale or forfeiture of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole all or any part of the Imposition which is required Property to satisfy the payment of the Contested Taxes; and
(ii) Borrower notifies Lender in writing of Borrower's intent to contest before any Contested Taxes have been increased by any interest, penalties or other costs; and
(iii) Borrower has deposited with Lender to be paid held by Mortgagor hereunder; Lender, together with the sums provided in subsection (c) below, a sum of money which taken with the deposits already held by Lender pursuant to subsection (c) below is sufficient in Lender's judgment to pay the amount of the Contested Taxes, including interest and penalties, and Borrower shall increase such deposits upon demand by Lender whenever Lender deems such additional deposit necessary to cover the cost of additional interest and penalties.
(c) If Borrower fails to pursue the proceeding for the Contested Taxes with reasonable diligence, or [iii] changing if Borrower fails to deliver to Lender the additional deposits required in this subsection (c), Lender may, at Lender's option, apply such additional deposits to the payment of all or any way laws portion of the Contested Taxes, including all penalties and interest. If the amount of the additional deposits is insufficient to pay the Contested Taxes together with all interest and penalties, Borrower shall upon demand deposit an amount sufficient to make such payment of the Contested Taxes in full. Provided no Event of Default then exists and Borrower has notified Lender in writing that Borrower has obtained a final disposition of the Contested Taxes, together with an official tax ▇▇▇▇ for such Contested Taxes, Lender shall use the funds on deposit with Lender, together with the Monthly Tax Deposits relating to such Contested Taxes, to pay the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests Contested Taxes in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforfull.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Loan and Security Agreement (Stratus Properties Inc)
Impositions. 3.2.1 Except as otherwise set forth in the LeaseTenant shall, Mortgagor shall paywithin thirty (30) days after notice from Landlord, not later than one day prior pay to the date such Impositions become delinquent, Landlord Tenant's Pro Rata Share of all real estate taxes, personal property sales taxes, general and special assessments, water and sewer rates, rents and or charges, use or occupancy taxes, vault charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas or permit fees and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all any other governmental levies and charges (collectivelyor charges, the "Impositions") general or special, ordinary or extraordinary, foreseen or unforeseen, of every any kind and nature whatsoeverwhatsoever (said taxes, general assessments, water and specialsewer rates or charges, ordinary vault charges, license or permit fees and extraordinary, foreseen and unforeseenother governmental levies or charges being hereinafter referred to as "IMPOSITION"), which are assessed, levied, confirmed, imposed or become a lien upon the Land and Building or become payable, during the term of this Lease; provided, however, that, if by law any such Imposition is payable or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and shall pay only such installments as may become due during the term of this Lease as the same respectively become due and before any fine, penalty, interest or cost may be added thereto for the non-payment of any such installment and interest; and provided further, that any Imposition relating to a fiscal period which is included within the term of this Lease and a part of which is included in a period of time after the expiration of the term of this Lease, other than a termination of this Lease pursuant to ARTICLE 17 shall (whether or not such Imposition shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereofDemised Premises, or which shall become due payable, during the term of this Lease) be adjusted between Landlord and payable with respect theretoTenant as of the expiration of the term of this Lease, unless contested so that Tenant shall pay that portion of such Imposition which that part of such fiscal period included in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days period of time after the delinquency date expiration of each Imposition, a copy of the invoice for this Lease bears to such Imposition fiscal period and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, Landlord shall pay such Imposition or reimburse Mortgagee thereforthe remainder thereof.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Impositions. 3.2.1 Except as otherwise set forth in the LeaseSubject to Article 11 relating to contests, Mortgagor ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s expense, shall paybear, not later than one day pay and discharge all Impositions at least twenty days prior to the date last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such Impositions payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become delinquentdue from time to time before any interest, all real estate taxespenalty, personal property taxesfine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, general part of which is included within the Lease Term and special assessmentsa part of which precedes or extends beyond the Lease Term, water shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and sewer rents and chargesLessee as of the commencement or expiration, license feesas the case may be, all charges of the Lease Term. At the option of Lessor, which may be imposed exercised by written notice to ▇▇▇▇▇▇, Lessee shall pay to Lessor, on each Rent Payment Date during the Lease Term, an amount equal to one twelfth (1/12th) of all Impositions becoming due within the ensuing twelve months, as reasonably estimated by ▇▇▇▇▇▇. Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be credited for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or difference against the Property next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or any part thereofin part, or which if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall become due and payable with respect thereto, unless contested in good faith as permitted by pay the Leasesame to Lessor on demand. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy The obligations of the invoice for such Imposition and parties hereunder shall survive the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy expiration or termination of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforLease Term.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Lease Agreement
Impositions. 3.2.1 Except as otherwise Subject to Tenant's right to contest set forth in Section 11.1, for any period within the LeaseTerm (with daily prorations for periods partially within the Term and 35 partially outside the Term), Mortgagor Tenant shall pay, not later than one day prior pay and discharge all Real Estate Taxes pursuant to the date such Impositions become delinquentprocedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all real estate taxes, personal property taxes, general other Impositions. Tenant shall pay all interest and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use penalties assessed by any Government on account of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front late payment of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect theretoReal Estate Taxes, unless contested in good faith such late payment was caused by (a) Landlord's failure to promptly forward to Tenant or Depository, as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Impositionapplicable, a copy of the invoice for any tax or other bill ▇▇▇ated to any such Real Estate Tax received by Landlord or (b) Landlord's failure to timely pay any such Real Estate Tax after it has timely received Tenant's or Depository's payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord by Tenant), except late payment caused by Landlord's failure to remit any such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, in accordance with Tenant's reasonable instructions or Landlord's failure to promptly forward Tenant a copy of the official receipt evidencing such payment any tax or other proof of payment satisfactory bill ▇▇▇ated to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the such Imposition which is required to be paid received by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxesLandlord, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, which case Landlord shall pay such Imposition interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or reimburse Mortgagee therefor.
3.2.2 Mortgagor escrowed, as applicable, any Imposition(s) that this Restated Lease requires Tenant to have paid or escrowed, as applicable. Landlord shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes be entitled to any refund of any Impositions (and similar taxes imposed on Mortgagee relating penalties and interest paid by Landlord) and interest earned thereon to the Secured Obligationsextent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord's prior overpayment of such Imposition, Noteand Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the same. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant) and interest earned thereon to the extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant's prior overpayment of such Imposition, this Mortgagewhether such refund is made during or after the Term, or and Landlord shall remit to Tenant any amounts received by Landlord on account of such overpayment promptly upon receipt of the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagorsame.
Appears in 1 contract
Impositions. 3.2.1 Except (a) Borrower will pay each Imposition at least 15 days before the date (the “Imposition Penalty Date”) that is the earlier of (i) the date on which the Imposition becomes delinquent and (ii) the date on which any penalty, interest or charge for non-payment of the Imposition accrues. Notwithstanding the foregoing, Lender will cause the Accumulations Depositary (i.e. the pledge agent), if any, under the Tax Pledge to pay all Real Estate Taxes (i.e. all “Taxes” as otherwise defined in the Tax Pledge) on or prior to the earlier of the dates set forth in clauses (i) and (ii) of the Leasepreceding sentence, Mortgagor provided that (A) without limiting any other provisions set forth herein, Borrower has timely paid to said pledge agent for deposit in the account established under the Tax Pledge sufficient funds for the payment of such Real Estate Taxes (and any other Real Estate Taxes then due and owing any other “Tax Authority”, as defined in the Tax Pledge) and all fees and other amounts that may then be due under the Tax Pledge (it being acknowledged and agreed that the reference set forth in this clause (A) to “timely paid” shall paymean that Borrower has made such payments to said pledge agent for deposit in such account at least 15 days before the Imposition Penalty Date), (B) in accordance with the terms of the Tax Pledge, Lender or said pledge agent has received a bill or other evidence of such Real Estate Taxes not later less than one day 15 Business Days before the Imposition Penalty Date and (C) no Event of Default has occurred and is then continuing (the conditions set forth in clauses (A)-(C), collectively, the “Payment Conditions Precedent”). In the event each of the Payment Conditions Precedent has been satisfied in a timely manner and the pledge agent fails to pay the applicable Real Estate Taxes on or prior to the date Imposition Penalty Date, Lender (without waiving any rights Lender may have against such Impositions become delinquentpledge agent) shall cause such Real Estate Taxes to be paid and shall hold Borrower harmless from any penalties that may accrue as a result of any such non-payment or late payment (provided that Borrower shall promptly advise Lender in writing of any notice of non-payment or late payment that Borrower may receive from the applicable Tax Authority).
(b) At least 10 days before each Imposition Penalty Date, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may Borrower will deliver (or cause to be imposed for the use delivered) to Lender or its designated agent a receipted bill or other evidence of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges payment (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which provided that Borrower shall be assesseddeemed to have satisfied such requirement in the event and to the extent the applicable governmental authority shall have delivered such receipted bill or other evidence of payment to Lender or such designated agent).
(c) Borrower, leviedat its own expense, confirmedmay contest any Taxes or Assessments, imposed or become a lien upon or against provided that the Property or any part thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [following conditions are met:
(i] ) not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more less than 30 days after prior to the delinquency date of each ImpositionImposition Penalty Date, a copy Borrower delivers to Lender notice of the official receipt evidencing such payment proposed contest;
(ii) the contest is by a Proceeding promptly initiated and conducted diligently and in good faith;
(iii) there is no Event of Default;
(iv) the Proceeding suspends the collection of the contested Taxes or Assessments;
(v) the Proceeding is permitted under and is conducted in accordance with the Leases and the Property Documents;
(vi) the Proceeding precludes imposition of criminal or civil penalties and sale or forfeiture of the Property and Lender will not be subject to any civil suit; and
(vii) Borrower either deposits with the Accumulations Depositary reserves or furnishes a bond or other proof of payment security satisfactory to Mortgagee. If any law of any government having jurisdiction over Lender, in either case in an amount sufficient to pay the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment contested Taxes or Assessments, together with all interest and penalties or Borrower pays all of the whole contested Taxes or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforAssessments under protest.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Impositions. 3.2.1 Except as (a) Borrower shall pay and discharge all Impositions prior to delinquency and upon Lender's written request, shall provide to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within fifteen (15) days after the same would otherwise set forth have become delinquent. Borrower's obligation to pay Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Lender an obligation to pay any property taxes or other Impositions. Should Borrower default in the Leasepayment of any Impositions, Mortgagor Lender may (but shall not be obligated to) make an Advance to pay such Impositions or any portion thereof.
(b) Borrower shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the Mortgaged Property or any portion thereof; provided, however, that such contest will not later than one day result in a tax certificate or other sale of the tax lien and prior to the date on which such Impositions Imposition would otherwise have become delinquentdelinquent Borrower shall have: (i) given Lender prior written notice of such contest; and (ii) unless such amounts have been paid in protest or otherwise deposited with the local taxing authority, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Propertydeposited with Lender, and shall deposit such additional amounts as are necessary to keep on deposit at all other governmental levies times, an amount equal to at least one hundred five percent (105%) of the total of: (A) the balance of such Imposition then remaining unpaid; plus (B) all interest, penalties, costs and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which accrued or accumulated thereon. Any such contest shall be assessedprosecuted with due diligence, leviedand Borrower shall promptly pay the amount of such Imposition as finally determined, confirmedtogether with all interest, imposed penalties, costs and charges payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Section 5.3(b) to the payment of any unpaid Imposition to prevent the sale of any tax lien or become a lien upon the sale or against forfeiture of the Mortgaged Property (or any part portion thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice ) for such Imposition and the check delivered for non-payment thereof; and [ii] not more than 30 days after . Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the delinquency date application of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory amount to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part particular Imposition for which such amount was deposited. Any surplus retained by Lender after payment of the Imposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred, in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Section 5.3(b) to the contrary, Borrower shall pay any Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Lender, failure to pay will result in a tax certificate or other sale of the tax lien or the Mortgaged Property (or any portion thereof) is in jeopardy or in danger of being forfeited or foreclosed; or Lender may make an Advance to pay the same. Additionally, in such event, if Lender is prevented by law or judicial or administrative order from paying such Imposition that Borrower has failed to pay, then Lender, at its option, may declare the entire Indebtedness immediately due and payable.
(c) Borrower shall deposit with Lender, to be held by Escrow Agent, monthly, on each Payment Date, 1/12th of the annual charges (as estimated by Lender) for Impositions with respect to the Mortgaged Property. If required by Lender, Borrower shall also deposit with Lender, to be held by Escrow Agent, simultaneously with such monthly deposits and/or the execution of this Agreement, a sum of money which together with such monthly deposits will be sufficient to make the payment of each such charge at least thirty (30) days prior to the date initially due. Should such charges not be ascertainable at the time any deposit is required to be paid made, the deposit shall be made on the basis of the charges for the prior year or payment period, as estimated by Mortgagor hereunder; Lender in its reasonable discretion. When the charges are fixed for the then current year or [iii] changing period, Borrower shall deposit any deficiency on demand. All funds deposited with Escrow Agent shall be held without interest (unless the payment of interest thereon is required under applicable law), may be commingled with Escrow Agent's other funds, and shall be applied in payment of the foregoing charges when and as payable provided that no Event of Default shall have occurred. Should an Event of Default occur, the funds so deposited may be applied in payment of the charges for which such funds shall have been deposited or to the payment of the Indebtedness or any other charges affecting the Mortgaged Property, as Lender in its sole discretion may determine, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided. Borrower shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges within five (5) Business Days following Borrower's receipt of the same, but in any way laws relating event at least fifteen (15) days prior to the taxation date on which each payment thereof shall first become due.
(d) Lender agrees that Borrower shall not be required to make the deposits required under Section 5.3(c) above to pay Impositions as long as each of deeds the following terms and conditions continue to be satisfied, as determined by Lender:
(i) No Event of trust Default exists under the Loan Documents;
(ii) There has been no transfer of title to all or debts secured any portion of the Mortgaged Property; and
(iii) The Mortgaged Property's net operating income (reduced by deeds a capital expenditure reserve of trust $250/unit/year), reviewed from time to time, but at least annually, based on Borrower's most recently submitted financial statements satisfactory to Lender, must not be less than 1.30 times the required payments of principal (calculated on a 30-year amortizing basis) and interest on the Loan. In the event that any one or mortgage interests in more of the Propertyabove conditions are not satisfied, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then MortgagorBorrower shall, upon 30 days' notice from MortgageeLender's written demand, shall pay such Imposition or reimburse Mortgagee therefor.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating immediately commence making the deposits for Impositions pursuant to the Secured Obligations, Note, this Mortgage, terms of Section 5.3(c) above and shall continue to make such deposits for the remainder of the Loan Term notwithstanding the cure or the indebtedness secured by this Mortgage. At the direction satisfaction of Mortgagee, Mortgagor shall pay any or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagorall of said conditions.
Appears in 1 contract
Impositions. 3.2.1 Except as (a) Borrower shall (or shall cause Mortgage Borrower to) pay and discharge all Impositions prior to delinquency and shall provide to Administrative Agent validated receipts or other evidence reasonably satisfactory to Administrative Agent showing the payment of such Impositions within ten (10) Business Days after the same would otherwise set forth have become delinquent. Borrower’s obligation to pay (or cause Mortgage Borrower to pay) Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Administrative Agent or Lender an obligation to pay any property taxes or other Impositions. Should Borrower default in the Leasepayment of any Impositions, Mortgagor Lender may (but shall not be obligated to) make an Advance to pay such Impositions or any portion thereof.
(b) Borrower shall not be required to (or cause Mortgage Borrower to) pay, discharge or remove any Imposition so long as Borrower or Mortgage Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the Mortgaged Property or any portion thereof; provided, however, that such contest will not later than one day result in a tax certificate or other sale of the tax lien and prior to the date on which such Impositions Imposition would otherwise have become delinquent, all real estate taxesBorrower shall have: (i) given Administrative Agent prior written notice of such contest; and (ii) unless otherwise deposited by Mortgage Borrower with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed deposited with Administrative Agent (for the use benefit of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the PropertyLender), and shall deposit such additional amounts as are necessary to keep on deposit at all other governmental levies times, an amount equal to at least one hundred five percent (105%) of the total of: (A) the balance of such Imposition then remaining unpaid; plus (B) all interest, penalties, costs and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which accrued or accumulated thereon. Any such contest shall be assessedprosecuted with due diligence, leviedand Borrower shall promptly pay (or cause Mortgage Borrower to pay) the amount of such Imposition as finally determined, confirmedtogether with all interest, imposed penalties, costs and charges payable in connection therewith. Administrative Agent shall have full power and authority to apply any amount deposited with Administrative Agent (for the benefit of Lender) under this Section 7.3(b) to the payment of any unpaid Imposition to prevent the sale of any tax lien or become a lien upon the sale or against forfeiture of the Mortgaged Property (or any part portion thereof, or which shall become due and payable with respect thereto, unless contested in good faith as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice ) for such Imposition and the check delivered for non-payment thereof; and [ii] not more than 30 days after . Neither Administrative Agent nor Lender shall have liability, however, for failure to so apply any amount deposited unless Borrower requests the delinquency date application of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory amount to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part particular Imposition for which such amount was deposited. Any surplus retained by Administrative Agent (for the benefit of Lender) after payment of the Imposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred, in which case said surplus may be retained by Administrative Agent (for the benefit of Lender) to be applied to the Indebtedness. Notwithstanding any provision of this Section 7.3(b) to the contrary, Borrower shall pay (or cause Mortgage Borrower to pay) any Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Administrative Agent, failure to pay will result in a tax certificate or other sale of the tax lien or the Mortgaged Property (or any portion thereof) is in jeopardy or in danger of being forfeited or foreclosed; or, subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, Lender may make an Advance to pay the same. Additionally, in such event, subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, if Lender is prevented by law or judicial or administrative order from paying such Imposition and Borrower fails to pay (or cause Mortgage Borrower to pay) the same, then Administrative Agent (for the benefit of Lender), at its option, may declare the entire Indebtedness immediately due and payable.
(c) To the extent cash flow from the Mortgaged Property is insufficient to pay same, Carry Costs (as defined in the Master Loan Agreement) shall be disbursed by Mortgage Lender (or Administrative Agent, if applicable, pursuant to Section 2.9(c)) from the Carry Cost Reserve Account (as defined in the Master Loan Agreement) in accordance with, and subject to, the terms and conditions of disbursement in the Mortgage Loan Agreement. To the extent Mortgage Borrower fails to satisfy the conditions of disbursement in the Mortgage Loan Agreement or if there are insufficient funds on deposit in the Carry Cost Reserve Account or cash flow from the Mortgaged Property, Borrower shall cause Mortgage Borrower to pay the Carry Costs that would otherwise be funded from the Carry Cost Reserve Account or from cash flow from the Mortgaged Property; provided that if an Event of Default exists, Borrower shall cause Mortgage Borrower to deposit with Mortgage Lender (or, if the Mortgage Loan is no longer outstanding or if Mortgage Lender has waived the obligation of Mortgage Borrower to deposit such amounts, with Administrative Agent (for the benefit of Lender)), monthly, on each Payment Date, 1/12th of the annual charges (as reasonably estimated by Mortgage Lender or Administrative Agent, as applicable) for Impositions and insurance premiums, and, if required by Mortgage Lender or Administrative Agent, as applicable, 1/12th of the annual charges for rent (if Mortgage Borrower is lessee of an interest in any of the Mortgaged Property) with respect to the Mortgaged Property. If required by Mortgage Lender or Administrative Agent, as applicable, Borrower shall also deposit with Mortgage Lender or Administrative Agent (for the benefit of Lender), as applicable, simultaneously with such monthly deposits, a sum of money which together with such monthly deposits will be sufficient to make the payment of each such charge at least fifteen (15) days prior to the date initially due. Should such charges not be ascertainable at the time any deposit is required to be paid made, the deposit shall be made on the basis of the charges for the prior year or payment period, as reasonably estimated by Mortgagor hereunder; Mortgage Lender or [iii] changing Administrative Agent, as applicable. When the charges are fixed for the then current year or period, Borrower shall cause Mortgage Borrower to deposit any deficiency on demand. All funds deposited with Administrative Agent (for the benefit of Lender) shall be held without interest (unless the payment of interest thereon is required under applicable law), may be commingled with Administrative Agent’s other funds, and shall be applied in payment of the foregoing charges when and as payable provided that no Event of Default shall have occurred and be continuing. Should an Event of Default occur and be continuing, the funds so deposited may be applied in payment of the charges for which such funds shall have been deposited or to the payment of the Indebtedness or any other charges affecting the Mortgaged Property, as Administrative Agent in its sole discretion may determine, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Administrative Agent as herein provided. Borrower shall provide (or cause Mortgage Borrower to provide) Administrative Agent with bills and all other documents necessary for the payment of the foregoing charges within ten (10) Business Days following Borrower’s receipt of the same, but in any way laws relating event at least fifteen (15) days prior to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, date on which each payment thereof shall pay such Imposition or reimburse Mortgagee thereforfirst become due.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Impositions. 3.2.1 Except Tenant shall pay or cause to be paid Tenant's Proportionate Share of the Impositions attributable to any period during the Term before any fine, penalty, interest or cost (other than any opportunity cost as otherwise set forth a result of a failure to take advantage of any discount for early payment) may be added for nonpayment. Within thirty (30) days after receipt of written Notice of the amount of Tenant's Proportionate Share of the Impositions, Tenant shall pay such amount to Landlord. Landlord, at its expense, to the extent required or permitted by Legal Requirements, shall prepare and file all tax returns required to be filed by Landlord, and Tenant, at its expense, to the extent required or permitted by Legal Requirements, shall prepare and file all tax returns and reports required to be filed by Tenant in respect of any Imposition as may be required by any Government Agency. Provided that no Default or Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, Tenant's Proportionate Share of such refund shall be paid over to Tenant. Upon request of the other, Landlord and Tenant each shall provide such data as is maintained by the party to whom the request is made with respect to the Leased Premises as may be necessary to prepare any required returns and reports. In the event that Government Agencies classify any portion of the Leased Premises covered by this Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Upon request, each party shall provide, to the extent it possesses the same, the other with cost and depreciation records necessary for filing returns for any portion of the Leased Premises so classified as personal property. Landlord shall use its best efforts to give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; PROVIDED, HOWEVER, that Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Notwithstanding the provisions of this Section, in the Leaseevent that Landlord, Mortgagor shall payin its sole discretion, not later than one day prior determines that it will deliver payment of any Impositions referred to in this Section to the date appropriate taxing or Government Agencies, then, in such event, Landlord agrees to notify Tenant of the delivery of payment of said Impositions by Landlord to the appropriate taxing or Government Agencies and the amount of Tenant's Proportionate Share of such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for so paid by Landlord to the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of appropriate taxing or adjoining the PropertyGovernment Agencies, and all other governmental levies and charges (collectively, the "Impositions") amount of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which Tenant's Proportionate Share of such Impositions paid by Landlord on account of said Impositions thereafter shall be assessed, levied, confirmed, imposed or become a lien upon or against reimbursed and paid by Tenant to Landlord on the Property next succeeding Minimum Rent payment date and shall be added to the next or any part thereof, or which shall subsequent rent thereafter to become due as Landlord elects and payable with respect thereto, unless contested in good faith shall be collectible as permitted such as Additional Rent. It is understood and agreed by the Lease. Mortgagor shall Landlord and Tenant that notwithstanding Landlord's determination pursuant to this Section to deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of said Impositions to the whole appropriate taxing or any part Government Agencies, that the obligation to pay Tenant's Proportionate Share of said Impositions during the Imposition which is required to Term of this Lease shall be the obligation of Tenant hereunder at all times whether said Impositions shall be paid by Mortgagor hereunder; Tenant directly to Landlord or [iii] changing in reimbursed to Landlord as stipulated herein if Landlord so elects. Furthermore, it expressly is understood that payment by Landlord of any way laws relating said Impositions, whether pursuant to the taxation of deeds of trust this Section or debts secured by deeds of trust or mortgage interests in the Property, or the manner Event of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from MortgageeDefault hereunder, shall pay such Imposition not be deemed to waive or reimburse Mortgagee thereforrelease the obligation of Tenant to make payment for said Impositions or to waive or release any rights of Landlord hereunder.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Training Center and Fractional Ownership Agreement (Training Devices International Inc)
Impositions. 3.2.1 Except as otherwise set forth in the Lease, Mortgagor shall paywill pay or cause to be paid, not later than one ----------- twenty (20) days before the last day prior to on which the date such Impositions become delinquentsame may be paid without penalty or interest, all real estate taxes, personal property taxes, general and special assessmentssewer rents, water and sewer rents and charges, license fees, all charges which may be imposed for the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other municipal and governmental levies assessments, rates, charges, impositions and charges liens (collectively, the hereinafter referred to as "Impositions") of every kind which now or hereafter are imposed by law upon the Security, whether relating directly to the Security or to property adjoining or abutting the Security. If any Imposition is not paid within the time hereinabove specified, Mortgagee shall have the right to pay the same, together with any penalty and nature whatsoeverinterest thereon, general and special, ordinary the amount or amounts so paid or advanced shall forth with be payable by Mortgagor to Mortgagee with interest thereon from the date demand is made therefor until paid at the Default Rate and extraordinary, foreseen and unforeseen, which shall be assessedsecured by the lien of this Mortgage; but Mortgagor or the Operator may in good faith contest, leviedat Mortgagor's own cost and expense, confirmedby proper legal proceedings, imposed the validity or become a amount of any Imposition, on the condition that Mortgagor first shall deposit with Mortgagee, as security for the payment of such contested item, an amount equal to the contested item plus all penalties and interest which would be payable if Mortgagor is ultimately required to pay such contested item or such other security as is reasonably acceptable to Mortgagee, and on the further condition that no amount so contested may remain unpaid for such length of time as shall permit the Security, or the lien upon or against thereon created by the Property or any part item being contested, to be sold for the nonpayment thereof, or which as shall become due and payable with respect theretopermit an action, unless contested in good faith as permitted either of foreclosure or otherwise, to be commenced by the Leaseholder of any such lien. Mortgagor shall deliver to Mortgagee [i] will not more than five days after the delinquency date of each Impositionclaim any credit on, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If make any law of any government having jurisdiction over the Property is enacted after this date [i] deducting deduction from the value Indebtedness by reason of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of any Imposition. Subject to the whole Hotel Management Agreement if the same is then in effect, Mortgagor hereby assigns to Mortgagee all rights of Mortgagor now or hereafter arising in and to the refund of any part Imposition and any interest thereon. If following receipt of any such refund by Mortgagee, there exists no Event of Default (as hereinafter defined) hereunder, then Mortgagee shall pay over the same to Mortgagor promptly after demand; if there exists an Event of Default hereunder, Mortgagee may apply said refund in reduction of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing Indebtedness in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse whatever order Mortgagee thereformay elect.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Hanover Marriott Limited Partnership)
Impositions. 3.2.1 Except as otherwise set forth in Commencing upon the LeaseCommencement Date, Mortgagor Tenant shall pay, not later than one day prior to the date such Impositions become delinquentas and when due, all real estate taxes, personal property taxes and other ad valorem and non ad valorem taxes, general and special assessmentsany other levies, water and sewer rents and charges, license feeslocal improvement rates, all charges which may be imposed for impositions and assessments whatsoever assessed or charged against the use of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Demised Property, the equipment and all other governmental levies improvements therein contained, and charges including any amounts assessed or charged in substitution for or in lieu of any such taxes (collectively, ”Impositions”), levied or assessed against the "Demised Property by any lawful authority for each calendar year or portion thereof during the period between the Commencement Date and the expiration of the Term. Landlord shall request the tax assessor or the Department of Revenue, if centrally assessed, to send all ▇▇▇▇(s) and any trim notice (i.e., notice of the assessed value of the property of which the Demised Property is a part) for Impositions directly to Tenant and Tenant agrees to be responsible to pay the Impositions directly to the taxing authorities prior to any delinquency. If applicable, Tenant shall make any required filings with the Department of Revenue and provide Landlord with copies of such filings. If any Impositions may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Impositions") of every kind and nature whatsoever), general and special, ordinary and extraordinary, foreseen and unforeseen, which Tenant shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which required to pay only such installments as shall become due and payable with respect thereto, unless contested in good faith as permitted during the Term of this Lease. In the event that the tax ▇▇▇▇(s) and/or trim notice are not sent by the Leasetaxing authorities directly to Tenant, Landlord shall provide Tenant with all such tax ▇▇▇▇(s) and/or trim notice promptly upon Landlord’s receipt thereof. Mortgagor Any rebates, refunds, or abatements of Impositions received by Landlord subsequent to payment of Impositions by Tenant shall deliver be refunded to Mortgagee [i] Tenant within thirty (30) days of receipt thereof by Landlord (less, if Landlord contested such Impositions at Tenant’s request, Landlord’s reasonable costs and expenses of procuring such rebate, refund, or abatement). Tenant shall provide Landlord with paid tax receipts or, if not more than five days after the delinquency date of each Impositionavailable, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory reasonably acceptable to Mortgagee. If any law of any government having jurisdiction over Landlord, on or before five (5) business days before the Property is enacted after this date [i] deducting from that the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required Impositions would be deemed to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating delinquent (i.e., the date that penalties would start to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforaccrue).
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Impositions. 3.2.1 Except as Before interest or penalties are due thereon and otherwise set forth in ----------- before the Lease, Mortgagor same shall pay, not later than one day prior to the date such Impositions become delinquent, the Company shall pay and discharge, or cause to be paid or discharged, all taxes of every kind and nature (including real estate and personal property taxes on the Mortgaged Property, income, franchise, withholding, profits and gross receipts taxes, personal property any tax imposed directly or indirectly on Mortgagee (but not including income taxes) with respect to the Mortgaged Property or this Mortgage, the value of the equity of Mortgagor and/or the Company therein, or the indebtedness evidenced by the Reimbursement Agreement), all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments, levies, permits, inspection and license fees, all mortgages and other liens which may be permitted by Mortgagee, all water and sewer rents and charges, license feesor payments in lieu of such taxes, all charges which may be imposed for the use of vaults, chutes, areas assessments or water and other space beyond the lot line sewer rents and abutting the public sidewalks in front of or adjoining the Propertycharges, and all other governmental levies charges and charges liens whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against Mortgagor and/or the Company or any of the Mortgaged Property or arising in respect of the occupancy, use or possession thereof; provided, however, that if by law any of the foregoing may be paid in installments (collectivelywhether or not interest shall accrue on the unpaid balance thereof the Company may pay the same in installments (together with interest accrued on the unpaid balance thereof as the same respectively become due, before any fine, penalty or cost attaches thereto. The Company shall comply in all respects with all agreements, mortgages, covenants, and restrictions now or hereafter affecting the Realty or Improvements; provided, however, that the Company's failure to so comply shall not constitute an Event of Default hereunder if such failure would not have a material adverse effect on Mortgagor, the Company or the Mortgaged Property. The obligations referred to in this Section are hereinafter collectively referred to as the "Impositions". If the Company shall fail to timely pay or perform any of the Impositions, Mortgagee may, after having given twenty (20) days' prior notice to the Company, pay or perform the same, and add the amount so paid or the cost incurred to the indebtedness evidenced by the Reimbursement Agreement, and all such amounts shall on demand be due and payable, together with interest thereon from the date of every kind such demand at the rate set forth in the PNC Loan Documents. Nothing in this Section 3 shall require the payment or discharge of any Imposition so long as the Company shall, after complying with each of the following conditions, in good faith and nature whatsoeverat its own expense, general contest the same or the validity thereof by appropriate legal proceedings diligently pursued. Before commencing any such proceedings, the Company shall: (i) notify Mortgagee in writing of its intent to do so; (ii) ascertain that such proceedings will operate to prevent the collection thereof or other realization thereon and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed the sale or become a lien upon or against forfeiture of the Mortgaged Property or any part thereofthereof to satisfy the same; and (iii) provide security reasonably satisfactory to Mortgagee assuring the discharge of the Company's obligation under this Section 3 and of any additional interest, charge, penalty, or which expense arising from or incurred as a result of such contest. Notwithstanding the foregoing, if at any time payment of any Imposition shall become due and payable with respect thereto, unless contested in good faith as permitted by necessary to prevent a lien foreclosure sale of the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date Mortgaged Property or any portion thereof because of each nonpayment of such Imposition, a copy of then the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, Company shall pay such Imposition or reimburse Mortgagee thereforthe same in sufficient time to prevent the foreclosure sale.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (V I Technologies Inc)
Impositions. 3.2.1 Except Tenant shall pay to Landlord as otherwise set forth in the Lease, Mortgagor shall pay, not later than one day prior additional rent an amount equal to the date such Impositions become delinquent, all general real estate taxes, personal property taxes, general taxes and special assessments, water if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and sewer rents and chargespayable after the expiration of the Lease Term; provided, license feeshowever, that Landlord shall pay all charges which may such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be imposed reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less (than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the use second installment of vaults2005 and the first installment of 2006 when said tax bills become due, chutesnotwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, areas Tenant shall not less than five (5) days prior to the due date pay as additional rent any and other space beyond the lot line all special taxes and abutting the public sidewalks in front of or adjoining the Propertyassessments, water rates and all other governmental levies impositions, ordinary and charges (collectivelyextraordinary, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall accrue or may be assessed, levied, confirmedassessed or imposed upon the Premises, imposed or become a lien upon or against the Property or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall become be required to pay, accruing or becoming due and payable with respect thereto, unless contested in good faith during the term of this Lease (such real estate taxes and water bills are hereafter referred to as permitted by the Lease“Impositions”). Mortgagor Tenant shall deliver to Mortgagee [i] not more than five days after the delinquency date provide Landlord evidence of each Imposition, a copy payment of the invoice for such Imposition and Impositions within three (3) days of Landlord’s request therefor. If at any time during the check delivered for payment thereof; and [ii] not more than 30 days after term of this Lease the delinquency date method of each Imposition, a copy taxation prevailing at the commencement of the official receipt evidencing such payment term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other proof of payment satisfactory income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from extent that they are so measured or based, shall be deemed to be included within the value of land term Impositions for the purpose purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of taxation any lien thereon; [ii] imposing upon Mortgagee Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the whole taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any part leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the Imposition which is required foregoing; (ii) levied upon or with respect to be paid the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Mortgagor hereunderTenant of the Premises or any portion thereof; or [(iii] changing in ) levied upon this transaction or any way laws relating document to the taxation of deeds of trust which Tenant is a party creating or debts secured by deeds of trust transferring any interest or mortgage interests an estate in the PropertyPremises. Upon demand by Landlord, or the manner Tenant shall furnish Landlord satisfactory evidence of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforpayment thereof.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. 3.2.1 Except as otherwise Subject to Tenant’s right to contest set forth in Section 11.1, for any period within the LeaseTerm (with daily prorations for periods partially within the Term and partially outside the Term), Mortgagor Tenant shall pay, not later than one day prior pay and discharge all Real Estate Taxes pursuant to the date such Impositions become delinquentprocedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all real estate taxes, personal property taxes, general other Impositions. Tenant shall pay all interest and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use penalties assessed by any Government on account of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front late payment of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become due and payable with respect theretoReal Estate Taxes, unless contested in good faith such late payment was caused by (a) Landlord’s failure to promptly forward to Tenant or Depository, as permitted by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Impositionapplicable, a copy of the invoice for any tax or other ▇▇▇▇ related to any such Real Estate Tax received by Landlord or (b) Landlord’s failure to timely pay any such Real Estate Tax after it has timely received Tenant’s or Depository’s payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord by Tenant), except late payment caused by Landlord’s failure to remit any such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, in accordance with Tenant’s reasonable instructions or Landlord’s failure to promptly forward Tenant a copy of the official receipt evidencing such payment any tax or other proof of payment satisfactory ▇▇▇▇ related to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the such Imposition which is required to be paid received by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxesLandlord, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, which case Landlord shall pay such Imposition interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or reimburse Mortgagee therefor.
3.2.2 Mortgagor escrowed, as applicable, any Imposition(s) that this Restated Lease requires Tenant to have paid or escrowed, as applicable. Landlord shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes be entitled to any refund of any Impositions (and similar taxes imposed on Mortgagee relating penalties and interest paid by Landlord) and interest earned thereon to the Secured Obligationsextent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord’s prior overpayment of such Imposition, Noteand Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the same. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant) and interest earned thereon to the extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant’s prior overpayment of such Imposition, this Mortgagewhether such refund is made during or after the Term, or and Landlord shall remit to Tenant any amounts received by Landlord on account of such overpayment promptly upon receipt of the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagorsame.
Appears in 1 contract
Impositions. 3.2.1 Except The Sublessee shall be responsible to timely pay as otherwise set forth required by the Master Lease all Impositions arising during the Term of this Sublease relating to this Sublease, the Subleased Premises and/or the Sublessee’s use or occupancy of the Subleased Premises, under Section 9(a) of the Master Lease but only however with respect to the Subleased Premises (but not as to the Sublessor) or as it relates to the Sublessee and not the Sublessor (accordingly all references therein to “Tenant” shall be changed to “Sublessee”); provided however that the Sublessee shall not be responsible for (1) the mortgage recording tax relating to the Minnesota Premises referred to in Section 9(a)(v) of the Master Lease, (2) any transfer taxes due in connection with a sale or transfer of the Subleased Premises or any of the Other Premises, (3) any mortgage registration tax or fee; (4) any franchise, income, excess profits or other taxes of the Sublessor (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Subleased Premises, which, if it were in effect, would be payable by the Sublessee under the provisions hereof or by the terms of such tax, assessment or charge) and (5) any Impositions due under Section 9(a)(iv) of the Master Lease which would not customarily be considered real estate taxes relating to the Subleased Premises. Sublessee shall also be required to make the Escrow Payments relating only to the Subleased Premises, if required by Section 9(b) of the Master Lease, and if the Sublessee makes such Escrow Payments relating only to the Subleased Premises, then such Escrow Payments made by Sublessee shall be credited to the obligation of the Sublessee to pay such Impositions. Notwithstanding anything contained herein to the contrary, in the Lease, Mortgagor shall pay, not later than one day event any Impositions accrue prior to the date such Impositions become delinquent, all real estate taxes, personal property taxes, general and special assessments, water and sewer rents and charges, license fees, all charges which may be imposed for the use Term of vaults, chutes, areas and other space beyond the lot line and abutting the public sidewalks in front of or adjoining the Property, and all other governmental levies and charges (collectively, the "Impositions") of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, which shall be assessed, levied, confirmed, imposed or become a lien upon or against the Property or any part thereof, or which shall become this Sublease but are not due and payable until after the Commencement Date, such Impositions shall be payable by the Sublessor on a prorata basis based on the number of days such Impositions accrued before the Commencement Date, it being understood that the Sublessee shall be responsible for the amounts set forth above accruing after the Commencement Date. The Sublessor represents and warrants that to the best of the Sublessor’s knowledge attached hereto as Exhibit E is a Schedule of all the material expenses that were due and payable by the Sublessor with respect thereto, unless contested in good faith as permitted to the operation of the Subleased Premises for the past two (2) years other than Base Rent under the Master Lease and insurance premiums paid by the Lease. Mortgagor shall deliver to Mortgagee [i] not more than five days after the delinquency date of each Imposition, a copy of the invoice for such Imposition and the check delivered for payment thereof; and [ii] not more than 30 days after the delinquency date of each Imposition, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Mortgagee. If any law of any government having jurisdiction over the Property is enacted after this date [i] deducting from the value of land for the purpose of taxation any lien thereon; [ii] imposing upon Mortgagee the payment of the whole or any part of the Imposition which is required to be paid by Mortgagor hereunder; or [iii] changing in any way laws relating to the taxation of deeds of trust or debts secured by deeds of trust or mortgage interests in the Property, or the manner of collection of taxes, in any such case, so as to affect this Mortgage or the Secured Obligations, then Mortgagor, upon 30 days' notice from Mortgagee, shall pay such Imposition or reimburse Mortgagee thereforSublessor.
3.2.2 Mortgagor shall pay, or reimburse Mortgagee for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee relating to the Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the direction of Mortgagee, Mortgagor shall pay or reimburse Mortgagee for such taxes 30 days after Mortgagee gives notice to Mortgagor.
Appears in 1 contract