Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due. (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust. (c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof. (d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder. (e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Impositions. Commencing on the Commencement Date, Tenant shall pay as and when due each and every one of the following (collectively, the “Impositions”):
(a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all All real property taxes or payments in lieu thereof that are due with respect to the Premises or any portion thereof;
(b) Taxes due or which may be due upon or with respect to the leasehold estate created by this Lease (including, but not limited to, the leasehold excise tax payable pursuant to RCW Ch. 82.29A, as now in effect or as hereafter amended or superseded), or the Rent payable or paid by Tenant to Landlord, including any business and assessmentsoccupation taxes, general but excluding any tax measured by the net income of Landlord;
(c) All taxes imposed on or with respect to personal property and specialintangibles located in or used in connection with the Premises;
(d) All assessments for public improvements or benefits which are assessed during the Term of this Lease with respect to the Premises, and all similar assessments and charges;
(e) All impact fees, use fees or other taxes similar fees, costs or charges imposed by any governmental authority based on Tenant’s use and/or development of the Premises; and
(f) All other rents, rates and assessments of any kind or nature whatsoevercharges, includingexcises, without limitation, public, governmental or nongovernmental levies, assessments or license fees, permit fees, inspection fees and other authorization fees and other charges, such as assessments on appurtenant water stockin each case whether general or special, maintenance chargesordinary or extraordinary, owner association dues foreseen or charges unforeseen, of every character (including interest and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Propertypenalties thereon), which are assessed at any time during or imposed upon any of the Property, or arising in respect of the operationTerm may be assessed, levied, confirmed or imposed on or in respect of or be a lien upon the Premises or any part thereof, or any estate, right or interest therein, or any occupancy, use or posses sion thereof (all possession of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest activity conducted on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions of Premises or any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event Landlord shall promptly send to Tenant any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds Landlord receives with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) respect to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any Impositions. Tenant shall provide proof of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereundertimely payment at Landlord’s request.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Sources: Development Agreement
Impositions. All taxes including real estate taxes (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all which term shall include payments in lieu of real property taxes estate taxes), assessments, levies, license and assessmentspermit fees and other governmental charges, general and special, ordinary and all other taxes extraordinary, foreseen and assessments unforeseen, of any kind or and nature whatsoever, includingwhich at any time during the Lease Term may be assessed, without limitationlevied, publicconfirmed, governmental imposed upon, or nongovernmental leviesmay become due and payable out of or in respect of, assessments or chargesbecome a lien upon, such as assessments on appurtenant water stockthe Building Complex (including all improvements thereto), maintenance chargesother than: (i) municipal, owner association dues state and federal income taxes (if any) assessed against Landlord; or charges and fees(ii) municipal, levies state or charges resulting from covenantsfederal capital levy, conditions and restrictions affecting the Propertygift, which are assessed estate, succession, inheritance or transfer taxes of Landlord; or (iii) corporation excess profits or franchise taxes imposed upon any corporate owner of the PropertyBuilding Complex; or (iv) any income, profits or arising in respect of revenue tax, assessment or charge imposed upon the operationRent payable by Tenant under this Lease, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, if at any such Imposition is payable, or may time during the Lease Term the methods of taxation prevailing at the option commencement of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there Lease Term shall be assessed or imposed: (i) a tax or assessment on the Property altered so that in lieu of or in addition to as a substitute for the Impositions payable by Trustor pursuant to subparagraph (a) hereofwhole or any part of the taxes, assessments, levies or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed and imposed a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received therefrom, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding ObligationsBuilding Complex and imposed upon Landlord, then all such taxes, assessments assessments, levies, impositions or fees charges or the part thereof so measured or based, shall be deemed to be included within within- the term "“Impositions" as defined ” for the purposes hereof. In addition to the foregoing, the term “Impositions” shall include any new tax of a nature not presently in subparagraph (a) hereofeffect, but which may be hereafter levied, assessed, or imposed upon Landlord or the Building Complex, if such tax shall be based solely on or arise out of the ownership, use or occupation of the Building Complex. Landlord shall elect to pay all betterments and Trustor special assessments of real estate taxes over the longest period permitted under applicable law and Impositions shall pay and discharge or cause to be paid and discharged include only those installments which become due during the Lease Term plus any interest payments due during the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereofperiod. In the event the Impositions or any such law portion thereof are abated or ordinance specifically provides that Trustor may not payreduced for any reason, reimburse or otherwise compensate Secured Party for the payment then there shall be a readjustment in Tenant’s Proportionate Share of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of TrustImpositions.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Impositions. (a) To the extent the Trustor is obligated Subject to do so under the Facility Lease Trustor subsection (b) below, Tenant will pay and discharge when due due: all taxes (including real property taxes and assessmentspersonal property, general franchise, sales, use, gross receipts and specialrent or lease taxes); all assessments and levies; all fines, penalties and other costs in connection with noncompliance with any applicable law of the Premises or Tenant; all permit, inspection and license fees; all rents and charges for water, sewer, utility and communication services; all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or public charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any or assessed against (i) Tenant as a result of the Property, or arising in respect of the operationoccupancy, leasing, use or possession of the Premises or any activity conducted on the Premises during the Term of this Lease, (ii) Tenant’s interest in the Premises, (iii) the Premises, (iv) Landlord as a result of or arising in respect of the ownership, occupancy, use leasing, use, or posses sion thereof possession of the Premises, any activity conducted on the Premises, or the Rent payable hereunder, or (all v) any lender to Tenant by reason of which taxesany note, assessments and mortgage, assignment or other publicdocument evidencing or securing a loan with respect to ▇▇▇▇▇▇’s interest in the Premises (collectively, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "“Impositions"”); providedprovided that nothing herein shall obligate Tenant to pay (A) income, howeverfranchise, that if, by law, excess profits or other taxes of Landlord (or any such Imposition is payable, lender) or may at the option of the payer be paid, in installments, Trustor may pay the same together with other charges or assessments imposed upon Landlord (or any accrued interest lender to Landlord) which are determined on the unpaid balance basis of Landlord’s (or such Imposition in install- ments as the same may become due.
lender’s) revenues, net income, net worth or organizational status (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property unless such taxes are in lieu of or in addition a substitute for any other tax, assessment or other charge upon or with respect to the Impositions Premises which, if it were in effect, would be payable by Trustor pursuant to subparagraph (a) hereof, Tenant under the provisions hereof or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment terms of such tax, assessment or feeother charge), thenor (B) any interest or other mortgage expense of Landlord. Upon expiration of the Term (or any earlier termination of this Lease), at Tenant shall pay Landlord for unpaid taxes which are due or accrued through such date of expiration or earlier termination of the Term, and if the tax bill is not yet available for the period during which such expiration or early termination occurs, Landlord shall make a reasonable estimate of such unpaid 8 taxes based on the prior year’s tax bills, and shall perform a reconciliation promptly after the actual information becomes available. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Fixed Annual Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Fixed Annual Rent. If any Imposition may be paid in installments without interest or penalty, Tenant will have the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period Imposition in installments, provided such option to pay any Imposition in installments shall be an Event of Default entitling Secured Party to exercise not hinder or prevent Landlord from exercising any of the remedies its rights set forth in this Deed of Trust.
(c) Subject Lease. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the provisions Impositions, and Landlord shall reasonably cooperate with Tenant regarding such preparation at Tenant’s sole cost and expense. Tenant shall deliver to Landlord (i) copies of subparagraph all settlements and notices pertaining to the Impositions which may be issued by any governmental authority (dother than routine bills for real estate taxes or other recurring Impositions) hereofwithin ten (10) Business Days after ▇▇▇▇▇▇’s receipt thereof, Trustor covenants (ii) receipts for or other evidence of (if available from the taxing authority) payment of all taxes required to furnish to Secured Party, be paid by Tenant hereunder within thirty (30) days after the due date when any interest thereof, and (iii) receipts for payment of all other Impositions within ten (10) Business Days after Landlord’s request therefor.
(b) Tenant shall prepare and timely file all required personal property declaration forms for ▇▇▇▇▇▇’s Personal Property at the Premises, and shall pay on or penalty before the due date thereof, all personal property taxes directly to the governing authorities. Within thirty (30) days after ▇▇▇▇▇▇▇▇’s request therefor, Tenant shall accrue deliver to Landlord receipts (if available from the taxing authority) or other evidence of payment of all personal property taxes paid by Tenant.
(c) Tenant authorizes Landlord to obtain the bills for nonpayment of Impositions, official receipts of Impositions directly from the appropriate taxing authority or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereofentity.
(d) If an Event of Default All such payments when due shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party deemed to be assessed against the Property in order to pay the installment of Impositions next additional rent due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxesTenant, chargesat Tenant’s sole cost and expense, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but at any time, to (x) seek a reduction in the assessed valuation of the Premises, (y) contest any Impositions or other amounts that are to be paid by Tenant as additional rent, or (z) contest any laws or regulations applicable to the Premises; provided, however, that in cases of (x) or (y) in this subsection (e), Tenant shall not be obligated to(i) give Landlord written notice of any such intention to contest at least fifteen (15) days before any delinquency could occur; (ii) indemnify and hold Landlord harmless from all liability on account of such contest; (iii) take such action as is necessary to remove the effect of any lien which attached to the Premises due to such contest, or in lieu thereof, at Landlord’s reasonable election, furnish Landlord with adequate security for the amount of the taxes due plus interest and penalties; and (iv) in the event of a final determination adverse to Tenant prior to enforcement, foreclosure or sale, pay the amount due involved together with all penalties, fines, interest costs, and Trustor shallexpenses which may have accrued. Tenant may use any means allowed by statute to protest Impositions or other sums payable by Tenant as additional rent as long as Tenant remains current (within the applicable notice and cure periods) as to all other terms and conditions of this Lease. If Tenant seeks a reduction or contests any Impositions or other additional rent, the failure on demandTenant’s part to pay the same shall not constitute a default as long as Tenant complies with the provisions of this Section.
(f) Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of the law require that the proceeding or contest be brought by or in the name of Landlord or the owner of the Premises (i.e., reimburse Secured Party for said amountLandlord is a necessary party to the proceeding). In that case, Landlord shall join in the proceeding or contest or permit it to be brought in Landlord’s name as long as Landlord is, in its reasonable judgment, adequately indemnified against any risk, liability, or cost arising out of such joinder.
Appears in 1 contract
Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor Mortgagor shall pay and discharge discharge, or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not paydischarged, reimburse or otherwise compensate Secured Party for the payment of such taxprior to delinquency, assessment or feeall taxes, thenassessments, at the option of Secured Partyfees, Secured Party may declare all of the Obligations to be due and payable within sixty other governmental charges (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue costs with respect thereto) and all charges for nonpayment any easement or agreement maintained for the benefit of the Mortgaged Premises, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, that at any time prior to or after the execution of the Mortgage may be assessed, levied, or imposed upon the Mortgaged Premises or the rent or income received therefrom or any use or occupancy thereof (hereinafter the "Impositions"). Mortgagor shall, official receipts of upon request, furnish receipted bills to Mortgagee upon receipt by Mortgagor from the appropriate taxing or other authority, or other proof evidence reasonably satisfactory to Secured PartyMortgagee, evidencing the payment thereof.
(d) of all Impositions. If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be any tax or assessment levied or assessed against the Property Mortgaged Premises may legally be paid in order installments, Mortgagor shall have the option to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements tax or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so depositedassessments in installments. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party Mortgagor may, at Secured Party's electionits own expense, but without after prior written notice to Mortgagee, contest by appropriate proceedings, promptly initiated and conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any obligation to do so, advance any amounts Imposition if:
A. such proceeding shall suspend the collection thereof from Mortgagor and from the Mortgaged Premises; and
B. Mortgagor shall have furnished such security and in such form as may be required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof proceedings or as if the same were proceeds of sale. The receipt, use or application of any such sums paid may be reasonably requested by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunderMortgagee.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Impositions. (a) To Tenant shall, during the extent the Trustor is obligated to do so under the Facility Lease Trustor will term of this Lease, pay when due before delinquency all real property taxes and assessments, general general, and special, and all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Propertyif any, which are may be lawfully taxed, charged, levied, assessed or imposed upon or against the Land, or any part thereof, or any improvements thereon, or upon Tenant's interest in the Land under this Lease, or on account of the Propertyleasing by Landlord to Tenant of all or any part thereof, or arising in respect including any new lawful taxes and assessments not of the operationkind enumerated above to the extent that the same are lawfully made, occupancylevied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal property; and Tenant shall pay all water and sewer charges, use assessments, and other governmental charges and impositions whatsoever, foreseen or posses sion thereof unforeseen, which if not paid when due, would encumber Landlord's title to the Land (all of which the foregoing taxes, assessments assessments, charges and other public, governmental or nongovernmental charges of like or different nature impositions are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at . Tenant shall not be responsible for the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions payment of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and by any governmental authority upon the rentals received by Landlord from the ownership, leasing or use of the Land or any part thereof, any tax measured by Landlord's income or based in whole or in part upon the amount proceeds of the outstanding Obligations, then all such taxes, assessments sale of the Land or fees any part thereof. Impositions for the calendar year in which this Lease commences or terminates shall be deemed to be included within prorated between Landlord and Tenant based upon the number of days out of the full calendar year during which the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereofof this Lease continues. In the event any special assessments are levied and assessed which may be paid in installments, Tenant shall be required to pay only such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be installments thereof as become due and payable within sixty (60) days during the term of this Lease as and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount become due and Trustor shall, on demand, reimburse Secured Party for said amountpayable.
Appears in 1 contract
Sources: Ground Lease
Impositions. Tenant shall pay before any fine, penalty, interest, or cost may be added thereto for the nonpayment thereof, all taxes (a) To including, without limitation, real and personal property, franchise, sales and rent taxes), assessments and levies, ad valorem taxes, charges for water, sewer, utility and communications services, vault charges, license and permit fees, dues or assessments, general or special, of any association to which the extent the Trustor Premises is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes subject and assessmentsother governmental levies and charges, general and special, ordinary, and all other taxes and assessments extraordinary, unforeseen as well as foreseen, of any kind or and nature whatsoever(collectively "Impositions") which may be charged, includingassessed, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed levied or imposed during the Term of this Lease upon (i) Tenant, (ii) the Premises or any part thereof or (iii) Landlord, as a result of the Property, or arising in respect of the operationacquisition, ownership, occupancy, use leasing, use, possession or posses sion thereof (all sale to Tenant of which taxesthe Premises, assessments and other publicany activity conducted on the Premises, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions")the Rent; provided, however, that if, by law, any such Imposition is payable, payable or may at the option of the payer taxpayer may be paidpaid in installments (whether or not interest shall accrue on the unpaid balance thereof), in installments, Trustor Tenant may pay the same together with (and any accrued interest on the unpaid balance balance) in installments and shall be required to pay only such installments as may become due during the Term of such Imposition in install- ments this Lease as the same may respectively become due.
(b) If under the provisions of due and before any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereoffine, penalty, interest, or (ii) cost may be added thereto for nonpayment thereof; and provided further, that any Imposition relating to a license feefiscal period of a taxing authority, tax or assessment imposed on Secured Party and measured by or based in whole or in a part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be which period is included within the term "Impositions" as defined Term of this Lease and a part of which is included in subparagraph a period of time before the commencement of the Term or after the termination of this Lease, other than a termination of this Lease pursuant to Article 18, shall (a) hereofwhether or not such Imposition shall be assessed, and Trustor shall pay and discharge levied, confirmed, imposed, or cause to be paid and discharged become a lien upon the same as herein provided Premises or shall reimburse or otherwise compensate Secured Party for become payable, during the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording term of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, Lease) be appropriately pro rated between Landlord and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amountTenant.
Appears in 1 contract
Impositions. (a) To Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessmentsnonpayment thereof, general and specialas additional rent, any and all other taxes and assessments Impositions (as defined below) that at any time prior to, during, or in respect of, the term of any kind this Lease may have been or nature whatsoevermay be assessed, includinglevied, without limitationconfirmed, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon or with respect to, or grow or become due or payable out of or in respect of, or become a lien on, (i) the Premises or any part thereof or any appurtenance thereto, (ii) Landlord’s reversionary interest in the Premises, (iii) any personal property located at or used in connection with the Premises, (iv) the Rent and income received by Tenant from subtenants, (v) any use, possession or occupation of, or activity conducted at, the Premises, (vi) such franchises as may be appurtenant to the use or occupation of the Premises, (vii) this Lease or the transactions contemplated hereby (including any Rent payable hereunder and/or the leasehold estate granted hereby), and/or (viii) any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Premises. Nothing herein contained shall require Tenant to pay any of the Propertyfollowing taxes (and the following shall be excluded from the definition of “Impositions” set forth in Section 6(b) below), unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by lawlieu of, any such other Imposition is payable, or may at the option of the payer required to be paidpaid by Tenant pursuant to this Section 6, in installments, Trustor may pay the which event same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposeddeemed Impositions and shall be paid by Tenant: (i) a tax transfer taxes or assessment on the Property in lieu of or in addition to the Impositions documentary stamp taxes payable by Trustor pursuant to subparagraph (a) hereof, Landlord upon the sale or disposition by it of the Premises; (ii) income taxes assessed against Landlord, or any capital levy, corporation franchise, excess profits, estate or inheritance of Landlord; or (iii) any interest and penalties for late payment of real estate taxes where Landlord is expressly responsible under this Lease for paying such real estate taxes. In addition, if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord a license feecapital levy, gross receipts or other tax directly on the Rents received therefrom and/or a franchise tax or assessment imposed on Secured Party and an assessment, levy or charge measured by or based based, in whole or in part, upon such Rents, the Premises (including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Premises or the construction thereof and/or measured in whole or in part upon by Landlord’s income from the amount of the outstanding ObligationsPremises, then all such taxes, assessments assessments, levies and charges, or fees the part thereof so measured or based, shall be deemed to be included within the term "“Impositions" as defined in subparagraph (a) ” for the purposes hereof, and Trustor Tenant shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for in respect of the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period Impositions. Tenant shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured PartyLandlord, within thirty (30) days promptly after the date when payment of any interest or penalty shall accrue for nonpayment of Impositions, official receipts or other satisfactory proof evidencing payment of such Imposition. Without limiting the generality of the appropriate taxing or other authorityforegoing provisions, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
Tenant shall be responsible for (dand shall timely pay) If an Event of Default shall occur any and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all transfer taxes, charges, filing, registration documentary stamp taxes and recording fees, excises and levies imposed similar taxes payable in connection with the recording execution of this Deed of Trust Lease and the transactions contemplated hereby. Tenant’s obligations under this Section 6 shall survive the expiration or imposed upon Secured Party by reason of its ownership sooner termination of this Deed of Trust or any mortgage supplemental heretoLease; provided, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Partyhowever, then Secured Party shall have the right, but that Tenant shall not be obligated toresponsible for any Impositions to the extent that they are in respect of a period beyond the term of this Lease (and, pay accordingly, upon the amount due and Trustor shalltermination of this Lease other than on account of an Event of Default, on demandthere shall be an appropriate per-diem apportionment of any Impositions actually paid by Tenant that are in respect of a period beyond the term of this Lease).
(b) For purposes hereof, reimburse Secured Party for said amount.the term “Impositions” shall mean the following (whether general or special, ordinary or extraordinary, foreseen or unforeseen):
Appears in 1 contract
Impositions. As utilized herein "IMPOSITIONS" shall mean all taxes (aincluding personal property taxes, if any) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes assessments, water and assessmentssewer rents, rates and charges, charges for public utilities, excises, levies, license and permit fees and other governmental charges, general and special, ordinary and all other taxes extraordinary, foreseen and assessments unforeseen, of any kind and nature whatsoever which at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or nature whatsoeverbecome due and payable out of or in respect of, includingor become a lien on, without limitationthe Land or Building or any part thereof or any appurtenances thereto, public, governmental any use or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any occupation of the Property, Land or arising in respect Building (including sales taxes on lease payments) or such franchises as may be appurtenant to the use of the operation, occupancy, use Land or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions")Building; provided, however, that, nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed against Landlord, municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Landlord, or corporation franchise taxes imposed upon any corporate owner of the Land; provided further, however, that ifif at any time during the Term the methods of taxation prevailing at the execution date of this Lease shall be altered so as to cause the whole or any part of the taxes, by lawassessments, or other Impositions or charges now levied, assessed or imposed on the Land and the Building thereon, in lieu thereof, to be levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or if any such tax, assessment, levy (including but not limited to any municipal, county, state or federal levy), Imposition is payableor charge, or may at the option of the payer be paidany part thereof, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or be based in whole or in part upon the amount Land and Building and shall be imposed upon Landlord in lieu of the outstanding Obligationsmethods of taxation prevailing at the date of the execution of this Lease, then all such taxes, assessments assessments, levies, Impositions or fees charges, or the part thereof to the extent that they are so measured or based, shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party Impositions for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trustpurposes hereof.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Sources: Lease Agreement (Tenera Inc)
Impositions. Subject to the provisions of Paragraph 18, and except as otherwise provided in this Paragraph 7(a), Tenant shall, before delinquency thereof, pay and discharge the following whether the same became due and payable before, on or after the Commencement Date (a) To collectively, the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due "Impositions"): all real property taxes (including sales, use, and gross rental taxes), assessments, levies, fees, water and sewer rents and charges, utilities and communications taxes and assessmentscharges and all other governmental charges, general and special, ordinary and all extraordinary, foreseen and unforeseen, which are, at any time, prior to or during the Term, imposed upon or assessed against (i) the Premises, (ii) any Basic Rent, Additional Rent or other taxes and assessments sum payable hereunder, (iii) this Lease, the leasehold estate created hereby, (iv) Landlord, Lender, or Tenant, as a result of any kind or nature whatsoeverarising out of the ownership, includingacquisition, occupancy, leasing, use, maintenance, management, repair, possession or operation of the Premises (including without limitation, publicany taxes on revenues, governmental rents, income, awards, proceeds, capital gains, profits, excess profits, gross receipts, sales, use, excise and other taxes, duties or nongovernmental leviesimports whether similar or not in nature, assessments or chargesassessed, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed levied or imposed upon against Tenant, Landlord or the Premises by any of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"authority); provided, however, that if, by law, . If any such Imposition is payable, or assessment may at the option of the payer be paid, paid in installments, Trustor may Tenant shall have the option to pay the same together with any accrued interest on the unpaid balance of such Imposition assessment in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter installments; in effect there such event, Tenant shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party liable only for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be those installments which become due and payable within sixty (60) days during the Term. Tenant shall prepare and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject file all tax reports required by governmental authorities which relate to the provisions Impositions. Tenant shall upon Landlord's request, deliver to Landlord copies of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue all receipts for nonpayment payment of Impositions, official receipts of . Landlord shall either request the appropriate applicable taxing authority to deliver tax notices or other authoritytax bills directly to Tenant, or other proof reasonably satisfactory to Secured Party, evidencing the payment provide Tenant with complete and correct copies of such tax notices or tax bills promptly upon Landlord's receipt thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein Impositions will not include federal, state or local (i) franchise, capital stock or similar taxes, of Landlord, (ii) net income, net rental, excess profits or other taxes, of Landlord, or (iii) any estate, inheritance, succession, gift, capital levy or similar tax, unless such taxes referred to in clauses (i) and (ii) above are in lieu of, or a substitute for, any tax, assessment, levy or charge which, if it were in effect on the Commencement Date, would be payable by Tenant under this Lease. Upon the expiration or earlier termination of this Lease, Landlord and Tenant shall cause Secured Party prorate any pre-paid real property taxes applicable to be deemed a trustee of said funds the period after such expiration or obligate Secured Party termination date and any unpaid real property taxes attributable to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal period prior to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums expiration or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereundertermination date.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Sources: Lease (Ace Hardware Corp)
Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, includinginclud ing, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- install ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding ObligationsObliga tions, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (a) To except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) the Trustor is obligated to do so under Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Facility Lease Trustor will pay when due all real Premises or any part thereof, any Buildings or personal property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, (including, without limitation, publicTenant’s Personal Property) in or on the Premises, governmental the Rents and income payable by Tenant or nongovernmental levieson account of any use of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any sales, assessments use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or chargesimprovement district in connection with the use or operation by Tenant of the Premises, such as assessments on appurtenant water stockthe Facility, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Tenant’s Personal Property, which are and any interest and penalties assessed in connection therewith as a result of late payment or imposed upon non-payment of any of the Property, foregoing (except to the extent resulting from Landlord’s negligence or arising willful misconduct) or late filing or non-filing of any tax returns or reports due in respect connection therewith (each of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments foregoing being an “Imposition” and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "collectively “Impositions"”); provided, however, that ifTenant’s obligation to pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s election, by lawand in such event Tenant shall comply with the terms and provisions of Section 3.5 hereof (in which case Landlord or Mortgagee shall make such payments and shall be responsible for all fines, any such Imposition is payablepenalties, or may at the option interest and costs arising out of the payer be paidlate payment or nonpayment thereof, in installments, Trustor may pay except to the same together with any accrued interest on the unpaid balance extent such amounts arise as a result of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu an Event of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, Default or (ii) an event of default by Tenant under any Mortgage Loan Documents to which Tenant is a license feeparty). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or assessment imposed on Secured Party and measured transfer tax payable as a result of any financing, refinancing, transfer or exchange of the Premises by Landlord (except for transfers to or based in whole from Tenant or in part any of their Affiliates), or any income, profits or revenue tax upon the amount income of Landlord, and none of the outstanding Obligationsforegoing shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege or similar taxes on the business operations at the Facility, then all such taxes, assessments or fees which shall be deemed the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to be included within Landlord the term "Impositions" as defined in subparagraph (a) hereof, proper and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official sufficient receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the evidence of payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receiptsame; provided, use or application of any such sums paid by Trustor to Secured Party hereunder however, Tenant shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be furnish such receipts or other evidence for payment with respect to Real Estate Taxes or with respect to Impositions that are being contested in accordance with this Section. If any Impositions are not paid on any of the Obligations when due from Tenant under this Lease (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit AgreementReal Estate Taxes). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party Landlord shall have the right, but shall not be obligated toobligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunder.
Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at Tenant’s sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability, and (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions. Upon request, Tenant shall keep Landlord advised as to the status of such contest. Subject to the provisions of clauses (i) through (iv) above, Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, to the extent that the same relate to the period of the Term, then Landlord shall remit the same to Tenant.
Section 3.3 To the extent permitted by Applicable Law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments over a period of years. Tenant shall pay all such deferred installments prior to the expiration or sooner termination of the Term, notwithstanding that such installments shall not then be due and Trustor shallpayable, unless such installments relate in part to any fiscal period after the Expiration Date (and no interest, penalties or other fees are imposed on demandLandlord as a result of such deferred installments); provided, reimburse Secured Party however, that all Impositions relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, or relating to any special assessment for said amountphysical improvements with a useful life that extends beyond the expiration of the Term, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof (which amount Landlord shall be entitled to withdraw from the Imposition Reserve Fund to the extent funds are available therein).
Appears in 1 contract
Sources: Operating Lease (Griffin-American Healthcare REIT II, Inc.)
Impositions. (a) To Commencing with the extent Rental Commencement Date, all Impositions which shall thereafter be properly made, levied, assessed, or imposed by a governmental authority directly and solely upon the Trustor is obligated to do so under Leased Premises or any improvements constructed thereon for the Facility Term of the Lease Trustor will pay when due all real property taxes and assessments, general and specialshall be the responsibility of, and all other taxes paid by, Tenant; and assessments of Tenant shall save Landlord harmless from any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or charges, costs, expenses and/or liability therefor. Payment of Impositions shall be made directly to the taxing authority making such as assessments on appurtenant water stocklevy, maintenance chargesand, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or if Impositions may at the option of the payer be paid, paid in installments, Trustor Tenant may pay do so. Upon request, Tenant shall deliver to Landlord copies of the same together with any accrued interest on the unpaid balance official receipts of such Imposition in install- ments as taxing authorities or other proof evidencing timely satisfaction of Tenant's obligation to pay Impositions. Impositions attributable to the same may become due.
(b) If under Leased Premises for the provisions period prior to the Rental Commencement Date and after the Term of any law or ordinance now or hereafter in effect there the Lease shall be assessed or imposed: (i) a tax or assessment on the Property in lieu sole responsibility of or in addition Landlord. Landlord shall use its best efforts to cause the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed Leased Premises to be included within the term "Impositions" assessed as defined in subparagraph (a) hereof, a separate and Trustor distinct tax lot and shall pay and discharge forward or cause to be paid forwarded any tax bills or tax-related correspondence to Tenant in a prompt and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereoftimely manner. In the event any the Leased Premises and/or the Hotel are not separately assessed but are part of a single "Tax Parcel", Tenant shall pay a proportionate share of all Impositions which may be levied or assessed by the lawful taxing authorities against the land, buildings and all other improvements within the Tax Parcel, which proportionate share shall be (i) the Impositions levied with respect to such law or ordinance specifically provides that Trustor may not paytax year against the land comprising the Tax Parcel multiplied by a fraction, reimburse or otherwise compensate Secured Party for the payment numerator of such tax, assessment or fee, then, at which shall be the option number of Secured Party, Secured Party may declare all of acres in the Obligations to be due and payable within sixty (60) days Leased Premises and the failure denominator of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.which
Appears in 1 contract
Sources: Ground Lease (Mutual Benefit Chicago Marriott Suite Hotel Partners L P)
Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease or as a matter of law, and subject to Trustor's rights to contest payment of taxes and assessments, Trustor will pay when due all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental non-governmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such ----------- Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments installments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party Beneficiary and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party Beneficiary for the payment thereof; provided, however, that Trustor shall have no obligation to pay or discharge taxes which may be imposed on the Beneficiary's net income. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party Beneficiary for the payment of such tax, assessment or fee, then, at the option of Secured PartyBeneficiary, Secured Party Beneficiary may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party Beneficiary to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured PartyBeneficiary, at the request of Beneficiary and within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured PartyBeneficiary, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured PartyBeneficiary, Trustor shall pay to Secured Party Beneficiary on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party Beneficiary to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured PartyBeneficiary. Provided Trustor has deposited sufficient funds with Secured Party Beneficiary pursuant to this Section 1.12, Secured Party Beneficiary shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party Beneficiary to be deemed a trustee of said funds or obligate Secured Party Beneficiary to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party Beneficiary are or will be insufficient to pay such amounts as may then be due, Secured Party Beneficiary shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured PartyBeneficiary. Should Trustor fail to deposit with Secured Party Beneficiary sums sufficient to fully pay such Impositions when due, Secured Party Beneficiary may, at Secured PartyBeneficiary's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party Beneficiary for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party Beneficiary may, at any time at Secured PartyBeneficiary's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 4.03 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party Beneficiary hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party Beneficiary hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party the Bank Creditors by reason of its their ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders Banks Creditors pursuant to Section 2.15 2.20 of the Credit Agreement); provided, however, that Trustor shall have no obligation to pay or discharge taxes which may be imposed on the Beneficiary's net income. In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured PartyBeneficiary, then Secured Party Beneficiary shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party Beneficiary for said amount.
Appears in 1 contract
Sources: Credit Agreement (Synbiotics Corp)
Impositions. Tenant shall pay, before any fine, penalty, interest, or cost may be added thereto for the nonpayment thereof, all taxes and assessments (a) To the extent the Trustor Landlord is obligated not subject to do so under the Facility Lease Trustor will pay when due all real property taxes pursuant to the West Virginia Code), real property taxes, water and assessmentssewer charges, incinerator and fire fees, vault charges, license and permit fees, and other governmental levies and charges, general and special, ordinary, and all other taxes and assessments extraordinary, unforeseen as well as foreseen, of any kind or and nature whatsoever(collectively, including“Impositions”) which may be charged, without limitationassessed, publiclevied, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any or become due and payable, during the Term of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions")this Lease; provided, however, that if, by law, any such Imposition is payable, payable or may at the option of the payer taxpayer may be paidpaid in installments (whether or not interest shall accrue on the unpaid balance thereof), in installments, Trustor Tenant may pay the same together with (and any accrued interest on the unpaid balance balance) in installments and shall be required to pay only such installments as may become due during the Term of such Imposition in install- ments this Lease as the same may respectively become due.
(b) If under the provisions of due and before any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereoffine, penalty, interest, or (ii) cost may be added thereto for nonpayment thereof; and provided further, that any Imposition relating to a license feefiscal period of a taxing authority, tax or assessment imposed on Secured Party and measured by or based in whole or in a part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be which period is included within the term "Impositions" as defined Term of this Lease and a part of which is included in subparagraph a period of time before the commencement of the Term or after the termination of this Lease, other than a termination of this Lease pursuant to Article 18, shall (a) hereofwhether or not such Imposition shall be assessed, and Trustor shall pay and discharge levied, confirmed, imposed, or cause to be paid and discharged become a lien upon the same as herein provided Premises or shall reimburse or otherwise compensate Secured Party for become payable, during the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording Term of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, Lease) be appropriately pro rated between Landlord and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amountTenant.
Appears in 1 contract
Sources: Lease Agreement (Rue21, Inc.)
Impositions. Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than the due date therefor and prior to the date any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, regulatory application fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, and charges for public utilities of any kind, together with any interest or penalties imposed upon the late payment thereof (a) To except to the extent resulting from Landlord’s negligence or willful misconduct), which, pursuant to past, present or future Applicable Law, during, prior to or after (but attributable to a period falling prior to or within) the Trustor is obligated to do so under Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Facility Lease Trustor will pay when due all real Premises or any part thereof, any Buildings or personal property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever, (including, without limitation, publicTenant’s Personal Property) in or on the Premises, governmental the Rents and income payable by Tenant or nongovernmental levieson account of any use of the Premises and such franchises as may be appurtenant to the use and occupation of the Premises as well as any sales, assessments use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or chargesimprovement district in connection with the use or operation by Tenant of the Premises, such as assessments on appurtenant water stockany Facility, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Tenant’s Personal Property, which are and any interest and penalties assessed in connection therewith as a result of late payment or imposed upon non-payment of any of the Property, foregoing (except to the extent resulting from Landlord’s negligence or arising willful misconduct) or late filing or non-filing of any tax returns or reports due in respect connection therewith (each of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments foregoing being an “Imposition” and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "collectively “Impositions"”); provided, however, that ifTenant’s obligation to pay directly to the applicable Governmental Authority all regularly assessed ad valorem real estate taxes and assessments (“Real Estate Taxes”) shall be suspended at Landlord’s election, by lawand in such event Tenant shall comply with the terms and provisions of Section 3.5 hereof (in which case Landlord or Mortgagee shall make such payments and shall be responsible for all fines, any such Imposition is payablepenalties, or may at the option interest and costs arising out of the payer be paidlate payment or nonpayment thereof, in installments, Trustor may pay except to the same together with any accrued interest on the unpaid balance extent such amounts arise as a result of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu an Event of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, Default or (ii) an event of default by Tenant or any Operating Subtenant under any Mortgage Loan Documents to which Tenant or such Operating Subtenant is a license feeparty). Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord, any intangibles or assessment imposed on Secured Party and measured transfer tax payable as a result of any financing, refinancing, transfer or exchange of the Premises by Landlord (except for transfers to or based in whole from Tenant, an Operating Subtenant or in part any of their Affiliates), or any income, profits or revenue tax upon the amount income of Landlord, and none of the outstanding Obligationsforegoing shall constitute an Imposition for purposes hereof. The foregoing exclusions shall not include any nursing home privilege or similar taxes on the business operations at the Facilities, then all such taxes, assessments or fees which shall be deemed the responsibility of Tenant. Tenant, upon request from Landlord, shall submit to be included within Landlord the term "Impositions" as defined in subparagraph (a) hereof, proper and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official sufficient receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the evidence of payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receiptsame; provided, use or application of any such sums paid by Trustor to Secured Party hereunder however, Tenant shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be furnish such receipts or other evidence for payment with respect to Real Estate Taxes or with respect to Impositions that are being contested in accordance with this Section. If any Impositions are not paid on any of the Obligations when due from Tenant under this Lease (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit AgreementReal Estate Taxes). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party Landlord shall have the right, but shall not be obligated toobligated, to pay the same following written notice to Tenant of such payment, provided Tenant is not contesting the same pursuant to a right to do so herein. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Supplementary Rent hereunder.
Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at Tenant’s sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability, and (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions. Upon request, Tenant shall keep Landlord advised as to the status of such contest. Subject to the provisions of clauses (i) through (iv) above, Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest, to the extent that the same relate to the period of the Term, then Landlord shall remit the same to Tenant.
Section 3.3 To the extent permitted by Applicable Law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments over a period of years. Tenant shall pay all such deferred installments prior to the expiration or sooner termination of the Term, notwithstanding that such installments shall not then be due and Trustor shallpayable, unless such installments relate in part to any fiscal period after the Expiration Date (and no interest, penalties or other fees are imposed on demandLandlord as a result of such deferred installments); provided, reimburse Secured Party however, that all Impositions relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, or relating to any special assessment for said amountphysical improvements with a useful life that extends beyond the expiration of the Term, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay at its own expense (and not from the Imposition Reserve Fund) that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof (which amount Landlord shall be entitled to withdraw from the Imposition Reserve Fund to the extent funds are available therein).
Appears in 1 contract
Sources: Master Lease (Griffin-American Healthcare REIT II, Inc.)
Impositions. 5.1. Master Tenant shall pay (aexcept as provided in Section 5.5) as additional Rent, before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the non- payment thereof, all Impositions which at any time during the Term of this Agreement may be assessed, levied, imposed upon, or become due and payable out of or in respect of, or become a lien on (b) the Project or any part thereof or (c) any use or occupation of the Project. If Landlord receives any bills for such Impositions, Landlord shall promptly deliver such bills to Master Tenant. To the extent that Master Tenant has paid as additional Rent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessments, general and special, and all other taxes and assessments amount of any kind Imposition or nature whatsoeveranticipated Imposition into any reserve or impound account established by the holder of a Permitted Mortgage (an “Imposition Payment”), includingMaster Tenant shall be entitled to demand and receive funds directly from such reserve or impound account from the holder of the Permitted Mortgage for the payment of the applicable Imposition(s), without limitationin each case, publicsubject to the provisions of the Permitted Mortgage. Upon the funding of any Imposition Payment, governmental Master Tenant’s obligation to pay the Imposition corresponding to the Imposition Payment shall be satisfied to the extent of the amount deposited. To the extent any Permitted Mortgage requires an Imposition to be paid into an impound or nongovernmental leviesreserve, assessments Master Tenant shall make such payment.
5.2. If at any time during the Term of this Agreement the methods of taxation prevailing at the Commencement Date shall be altered so as to cause the whole or chargesany part of the Impositions now levied, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon on real estate and the improvements thereon to be levied, assessed and imposed wholly or partially as a capital levy or otherwise, on the rents received therefrom, or if as a result of any such alteration of the Property, or arising in respect methods of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by lawtaxation, any such Imposition is payablegross receipts or franchise tax (other than income taxes), assessment, levy or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
(b) If under the provisions of any law other tax or ordinance now or hereafter in effect there charge shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based be based, in whole or in part part, upon the amount of the outstanding Obligations, Project and shall be imposed upon Landlord then all such taxes, assessments assessments, levies or fees charges so measured or based, shall be deemed to be included within the term "“Impositions" as defined in subparagraph (a) ” for the purposes hereof, and Trustor Master Tenant shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for in respect of the payment thereofof Impositions. Each such tax, assessment, levy or charge shall be deemed to be an item of additional Rent hereunder.
5.3. In the event any case of assessments for local improvements or betterments which may by law be payable in installments, Master Tenant (subject to Section 5.7) shall only be obligated to pay such installments which are currently due or such installments as fall due during the Term of this Agreement, together with interest on deferred payments, provided that Master Tenant shall take such steps as may be prescribed by law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for to convert the payment of the assessment into installment payments, and Landlord hereby agrees to cooperate with Master Tenant to effect the same. Such payments of installments and any interest thereon shall be made before any fine, penalty, interest or cost may be added thereto for non-payment of any installment.
5.4. Subject to Section 5.5, in any suit or proceeding arising out of the failure of Master Tenant to keep any covenant in the provisions of this Section 5, the certificate or receipt of the department, officer or bureau charged with collection of the Impositions, showing that the Impositions are due and payable or have been paid, shall be prima facie evidence that such taxImpositions were due and payable as a lien or charge against the Project or that the same have been paid as such by Landlord.
5.5. Master Tenant shall have the right, assessment after prior written notice to Landlord and with Landlord’s consent, to contest or feereview by appropriate legal proceedings or in such manner as Master Tenant in Master Tenant’s opinion shall deem advisable (which proceedings or other steps taken by Master Tenant if instituted shall be conducted diligently and solely at Master Tenant’s own expense) any and all Impositions levied, thenassessed or imposed against the Project or taxes in lieu thereof required to be paid by Master Tenant, provided that such contest shall not operate to prevent or in any way impair or delay a sale of the Project by Landlord or result in a tax sale of the Project or any portion thereof. Landlord, at the option request of Secured PartyMaster Tenant, Secured Party may declare will join in any such contest or proceeding and will execute any agreement in form and substance satisfactory to Landlord in settlement of any of those contests or proceedings and any documents in implementation thereof if it is necessary to do so in order to prosecute such proceeding, but Master Tenant in those circumstances must defend and hold Landlord harmless from and against any and all of the Obligations liability, loss, cost and expense (including without limitation, reasonable attorneys’ fees and expenses) suffered or incurred by Landlord in connection therewith. All payments required to be due and payable within sixty (60) days and the failure of Trustor made by Landlord pursuant to pay the Obligations within such period any Impositions shall be an Event of Default entitling Secured Party reimbursed to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, Landlord by Master Tenant within thirty (30) days after days. In any event, no such contest shall defer or suspend Master Tenant’s obligations to pay the date when any interest Impositions as herein provided, but if by law it is necessary that such payment be suspended to preserve or penalty perfect Master Tenant’s contest, then the contest shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof not be undertaken without there being first furnished to Landlord security in form reasonably satisfactory to Secured PartyLandlord, evidencing and in an amount sufficient to pay such Impositions, together with all interest and penalties thereon upon conclusion of the contest and all costs thereof that may be imposed upon Landlord or the Project, and Master Tenant shall defend and hold Landlord harmless from and against any and all liability, loss, cost and expense suffered or incurred by Landlord in connection therewith. Nothing in this Section 5.5 shall be in derogation of Landlord’s right to contest or review any Impositions by legal proceedings or in such other manner as may be available to Landlord upon ten (10) days’ prior written notice to Master Tenant.
5.6. At Landlord’s written request, Master Tenant shall deliver to Landlord copies of all paid bills or other evidence of payment for Impositions prior to the date any fine, interest or cost may be imposed for the nonpayment thereof.
(d) If an Event 5.7. Any Impositions relating to a fiscal period of Default shall occur and be continuing, the taxing authority occurring at the request beginning or end of Secured Partythe Term of this Agreement, Trustor only a part of which fiscal period is within the Term of this Agreement (whether or not such Impositions are assessed, levied, imposed or become a lien or shall pay become payable, during the Term of this Agreement) shall be apportioned and adjusted between Landlord and Master Tenant so that Landlord shall only be responsible in respect to Secured Party that portion of such Impositions which bear the same ratio to the full Impositions that the part of the fiscal period which falls outside the Term of this Agreement bears to the entire fiscal period. Master Tenant shall be responsible for the Impositions that fall within the Term of this Agreement.
5.8. Landlord hereby designates Master Tenant to act on its behalf, and, during the Term of this Agreement, assigns to Master Tenant Landlord’s rights and interest, subject in all cases to the terms and conditions of the Loan Documents then in effect: (a) to complete, terminate or settle any appeal proceedings pending on the first Business Day of each month an amount equal Commencement Date with respect to one-twelfth real estate tax assessments of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or Project for periods prior to the due date thereofCommencement Date, such amounts as may be due thereunder out (b) to determine the need to initiate an appeal of any real estate tax assessment of the funds so deposited. Notwithstanding Project with respect to periods prior to or after the foregoingCommencement Date, nothing contained herein shall cause Secured Party and to be deemed a trustee of said funds complete, terminate or obligate Secured Party to pay settle any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time such appeals, and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereonc) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed engage legal counsel in connection with the recording foregoing, provided, however, that any refunds or settlement monies resulting from such appeals shall be applied as follows: (i) first, to the payment of this Deed all attorneys’ fees and costs attendant to such appeals, (ii) second, to any subtenants to the extent such subtenants are entitled to a portion of Trust such refunds or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental heretomonies under their respective subleases and (iii) third, and so long as Master Tenant is not in Default hereunder, to Master Tenant. Master Tenant shall pay any all costs, including attorneys’ fees and all Internal Revenue stamp taxes and other taxes required costs, attendant to be paid on any of such appeals (to the Obligations (other than taxes required to be paid extent not covered by the Lenders pursuant to Section 2.15 application of the Credit Agreement). In the event Trustor fails to make any such payment within five (5refunds or settlement monies) Business Days after written notice thereof from Secured Party, then Secured Party and Landlord shall have the right, but shall not be obligated to, no obligation to pay the amount due same. At Master Tenant’s sole cost and Trustor shallexpense, on demandLandlord shall cooperate with Master Tenant to the extent Landlord’s participation is necessary to initiate, reimburse Secured Party for said amountsettle, terminate, extend or amend such appeals or to otherwise secure any refunds.
Appears in 1 contract
Sources: Master Lease Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Impositions. 5.01 During the term of this Lease, Tenant covenants and agrees to pay, as rent in addition to all other rent payable hereunder, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof and ten (a10) To the extent the Trustor is obligated days prior to do so under the Facility Lease Trustor will pay when due delinquency, all real property taxes taxes, sewer taxes, excises, license and permit fees, assessments, water rates and charges and other governmental charges, general and special, ordinary and all other taxes and assessments extraordinary, unforeseen, as well as foreseen, of any kind or and nature whatsoever, including, without limitation, public, governmental including but not limited to any tax based upon a reassessment of the Premises and assessments for public improvements or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Propertybenefits, which prior to or during the term of this Lease are assessed or imposed upon or become due and payable and a lien upon: (i) the Leased Premises or any part thereof or any personal property, equipment or other facility used in the operation thereof; or (ii) the rent or income received from subtenants or licensees; or (iii) any use or occupancy of the Property, Leased Premises; or arising (iv) this transaction or any document to which Tenant is a party creating or transferring an estate or interest in respect of the operation, occupancy, use or posses sion thereof Leased Premises (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer taxpayer be paid, in installments, Trustor Tenant may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments installments as the same respectively become due and before any fine, penalty, interest or cost may become duebe 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 part of which period is included within the term of this Lease, shall be prorated as between Landlord and Tenant so that Landlord shall pay the portion of Impositions attributable to any period subsequent to the termination of the term of this Lease, and Tenant shall pay the portion thereof attributable to any period during the term of this Lease.
(b) 5.02 If under at any time during the provisions term of any law or ordinance now or hereafter in effect this Lease there shall be assessed or imposed: imposed (i) a tax or assessment on the Property rents received by Landlord or by Tenant in lieu of or in addition to connection with the Impositions payable by Trustor pursuant to subparagraph (a) hereofLeased Premises, or (ii) a license fee, tax or assessment imposed on Secured Party and (including but not limited to any municipal, state or federal levy) measured by or based in whole or in part upon the amount value of the outstanding ObligationsLeased Premises and imposed upon Landlord, or (iii) a license fee, tax or assessment measured by the rent payable under this Lease, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) Section 5.01 hereof, and Trustor Tenant shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for in respect of the payment of such taxImpositions, assessment or fee, then, at it being the option of Secured Party, Secured Party may declare all intention of the Obligations parties hereto that the rent to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period paid hereunder shall be an Event paid to Landlord absolutely net without deduction of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereofnature whatsoever, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest foreseeable or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the unforeseeable. The payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party made by Tenant pursuant to this Section 1.12shall be made before any fine, Secured Party shall pay on penalty, interest or cost may be added thereto for the nonpayment thereof, and ten days prior to the due date thereofdelinquency. Each such tax, such amounts as may assessment, levy, imposition or charge shall be due thereunder out deemed to be an item of additional rent hereunder. Federal or state income tax payable by Landlord by reason of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee receipt of said funds or obligate Secured Party to pay any amount rents as in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder Lease provided shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required deemed to be paid on any of included within the Obligations (other than taxes required to be paid by the Lenders pursuant to term "Impositions" as defined in Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount5.01 hereof.
Appears in 1 contract
Impositions. (a) To Tenant shall pay or cause to be paid as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due non-payment thereof, all real property taxes taxes, payments in lieu of taxes, assessments, water and assessmentssewer rents, rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and all other taxes extraordinary, foreseen and assessments unforeseen, of any kind and nature whatsoever which at any time during the Term of this Lease may be assessed, levied, confirmed, imposed upon, or nature whatsoevergrow or become due and payable out of or in respect of, includingor become a lien upon, without limitationthe Premises, publicTenant's Improvements, governmental or nongovernmental the leasehold, or any part thereof or any appurtenance thereto, whether such charges are made directly to Tenant or through or in the name of the City (all such taxes, payments in lieu of taxes, assessments, water and sewer rents, rates and charges, levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges license and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments permit fees and other public, governmental or nongovernmental charges of like or different nature are hereinafter being hereafter referred to as "Impositions"). Tenant shall pay real estate taxes for the Premises, Tenant’s Improvements, the leasehold and any appurtenance thereto to the extent required by applicable law (including RSA Chapter 72:23, I) as if the Tenant were the owner of fee simple title to the Premises. Pursuant to RSA 72:23, I (b), failure of Tenant to pay the duly assessed personal and real estate taxes when due shall be cause to terminate said lease or agreement by Landlord. In no event shall any such real estate taxes or payments be deducted from Base Rent payable to Landlord; provided, however, that ifthat
(a) If, by law, any such Imposition is payable, or may at the option of the payer taxpayer be paid, paid in installments, Trustor Tenant may pay the same together with any accrued interest on the unpaid balance of in such Imposition in install- ments installments over such period as the same may become due.law allows; and
(b) If under All Impositions for the provisions fiscal years in which the Term of any law or ordinance now or hereafter in effect there this Lease shall begin and end shall be assessed or imposed: (i) a tax or assessment on apportioned so that Tenant shall pay only those portions thereof which correspond with the Property in lieu portion of or in addition said year as is within the Term hereby demised. If, and to the Impositions payable by Trustor pursuant extent to subparagraph (a) hereofwhich, the Premises or (ii) any portion thereof constitute a license feeseparate tax parcel as to which the City, tax or assessment imposed on Secured Party and measured by or based acting in whole or in part upon its capacity as the amount of the outstanding Obligationstaxing authority, then all such taxes, assessments or fees shall be deemed is permitted to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party ▇▇▇▇ Tenant directly for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of Tenant shall make arrangements with the appropriate City, acting in its capacity as taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In receive such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, ▇▇▇▇ and shall pay all amounts due thereunder directly to City, acting in its capacity as taxing authority, before any and fine, penalty, interest or cost may be added thereto for nonpayment. For purposes of this Lease the term "Additional Rent" shall include all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amountImpositions.
Appears in 1 contract
Sources: Ground Lease
Impositions. Section 3.1. From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than ten (a10) To days before any fine, penalty, interest or cost may be added thereto for the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due non-payment thereof, all real property taxes and taxes, assessments, general water rents, sewer rents and specialcharges, duties, impositions, license and all other taxes and assessments permit fees, charges for public utilities of any kind, charges with respect to any encumbrance, payments and other charges of every kind or and nature whatsoever, includingordinary or extraordinary, without limitationforeseen or unforeseen, publicgeneral or special, governmental in said categories, together with any interest or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or penalties imposed upon the late payment thereof, which, pursuant to past, present or future law or otherwise, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a lien on the Property or any of part thereof, or any improvements or personal property in or on the Property, or arising in respect the Rents and income payable by Tenant, or on account of any use of the operation, occupancy, use Property or posses sion thereof activity conducted thereon or service provided thereto (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are the foregoing being hereinafter referred to as "“Impositions"”); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments as the same may become due.
. Within ten (b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (6010) days of Landlord’s request, Tenant shall submit to Landlord the proper and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official sufficient receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the evidence of payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of salesame. The receiptIf any Impositions are not paid when due under this Lease, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party Landlord shall have the right, right but shall not be obligated to, to pay the amount due and Trustor shallsame, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand, reimburse Secured Party for said amountdemand as Additional Rent hereunder.
Appears in 1 contract
Impositions. (a) To A. Tenant covenants and agrees to pay during the extent term of this Lease, as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the Trustor is obligated to do so under nonpayment thereof, all impositions described herein that accrue on or after the Facility Lease Trustor will pay when due Commencement Date, which include without limitation, all real property taxes and estate taxes, special assessments, general water rates and specialcharges, sewer rates and charges, including any sum or sums payable for future sewer or water capacity increases, charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other taxes charges or burdens of whatsoever kind and assessments nature (including costs, fees, and expenses of complying with any kind restrictive covenants or nature whatsoeversimilar agreements to which the Demised Premises are subject), includingincurred in the use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without limitationparticularizing by any known name or by whatever name hereafter called, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon whether any of the Propertyforegoing be general or special, ordinary or arising in respect of the operationextraordinary, occupancy, use foreseen or posses sion thereof unforeseen (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter sometimes herein referred to as "Impositions"); provided, howeverwhich at any time during the term may have been or may be assessed, that iflevied, by lawconfirmed, any such Imposition is payableimposed upon, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest become a lien on the unpaid balance of Demised Premises, or any portion thereof, or any appurtenance thereto, rents or income therefrom, and such Imposition in install- ments easements or rights as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect be appurtenant or appertain to the use of the Demised Premises.
B. If, at any time during the term of this Lease, any method of taxation shall be such that there shall be levied, assessed or imposed: (i) imposed on Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or on the value of the Demised Premises, or any portion thereof, a capital levy, sales or use tax, gross receipts tax or assessment other tax on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereofrents received therefrom, or (ii) a license feefranchise tax, tax or assessment imposed on Secured Party and an assessment, levy or charge measured by or based in whole or in part upon the amount of the outstanding Obligationssuch rents or value, then all such taxes, assessments or fees shall be deemed Tenant covenants to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause the same, it being the intention of the parties hereto that the rent to be paid and discharged the same hereunder shall be paid to Landlord absolutely net without deduction or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or extraordinary, or of any nature, kind or description, except as herein provided in this Lease otherwise expressly provided. Nothing in this Lease contained shall require Tenant to pay any municipal, state or shall reimburse federal net income or otherwise compensate Secured Party for the payment thereof. In the event excess profits taxes assessed against Landlord, or any such law municipal, state or ordinance specifically provides that Trustor may not payfederal capital levy, reimburse estate succession, inheritance or otherwise compensate Secured Party for the payment transfer taxes of such taxLandlord, assessment or fee, then, at the option of Secured Party, Secured Party may declare all corporation franchise taxes imposed upon any corporate owner of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any fee of the remedies set forth in this Deed of TrustDemised Premises.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor C. Tenant covenants to furnish to Secured PartyLandlord, within thirty (30) 30 days after the date when upon which any interest Imposition or penalty shall accrue for nonpayment of Impositionsother tax assessment, levy or charge is payable by Tenant, official receipts of the appropriate taxing or other authority, or other appropriate proof reasonably satisfactory to Secured PartyLandlord, evidencing the payment thereofof the same. The certificate, advice or bill of the appropriate official designated by law to make or issue ▇▇▇ same or to receive payment of any Imposition or other tax, assessment, levy or charge may be relied upon by Landlord as sufficient evidence that such Imposition or other tax, assessment, levy or charge is due and unpaid at the time of the making or issuance of such certificate, advice or bill, unless Tenant provides Landlord with evidence to the contrary.
D. At Landlord's written demand after any Event of Default (das defined in Section 20 hereinafter) If and for as long as such Event of Default is uncured, or upon the request of any Mortgagee of the Demised Premises, (but only after an Event of Default shall occur and be continuing, at the request for as long as such Event of Secured Party, Trustor Default is uncured) Tenant shall pay to Secured Party on Landlord the first Business Day of each month an amount known or estimated yearly real estate taxes and assessments payable with respect to the Demised Premises in monthly payments equal to one-twelfth of the annual total known or estimated yearly real estate taxes and assessments next payable with respect to the Demised Premises. From time to time Landlord may re-estimate the amount of Impositions estimated by Secured Party real estate taxes and assessments, and in such event Landlord shall notify Tenant, in writing, of such re-estimate and fix future monthly installments for the remaining period prior to be assessed against the Property next tax and assessment due date in order an amount sufficient to pay the installment re-estimated amount over the balance of Impositions next due such period after giving credit for payments made by Tenant on the Propertyprevious estimate. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party If the total monthly payments made by Tenant pursuant to this Section 1.12, Secured Party Paragraph 16D shall pay on or prior to exceed the due date thereofamount of payments necessary for said taxes and assessments, such amounts as may excess shall be due thereunder out credited on subsequent monthly payments of the funds same nature; but if the total of such monthly payments so deposited. Notwithstanding the foregoing, nothing contained herein made under this paragraph shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor taxes and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions assessments when due, Secured Party may, at Secured Party's election, but without any obligation then Tenant shall pay to do so, advance any amounts required Landlord such amount as may be necessary to make up the deficiency.
E. Tenant shall have the right at its own expense to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after Tenant provides Landlord or the Mortgagee reasonable security, or Tenant makes payment of such Imposition, unless such payment, or a payment thereof under protest, would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of Paragraph 16A hereof Tenant may postpone or defer payment of such Imposition if neither the Demised Premises nor any portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and (b) Tenant is not then in Material Breach of this Lease. Trustor shallUpon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith, and upon such payment Landlord shall return all amounts or certificates deposited with it with respect to the contest of such Imposition, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon received by Landlord which have been paid by Tenant or which have been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceedings referred to in this Paragraph 16E unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same ________ brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorney's fees), costs and expenses or, on demand, reimburse Secured Party to make reimbursement to Landlord for said amountsuch payment. Should an Event If Landlord is provided a certificate of Default occur deposit or other interest bearing instrument as security for the payment of the contested Imposition, during the time when any such certificate of deposit or other interest bearing instrument is on deposit with Landlord, and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) prior to the payment time when the same is returned to Tenant or applied against the payment, removal or discharge of the Obligations in the manner set forth in Section 3.3 hereof Impositions, as above provided, Tenant shall be entitled to receive all interest paid thereon, if the same were proceeds of saleany. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder Cash deposits shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunderbear interest.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Sources: Sublease (R2 Technology Inc)
Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessmentsassess ments, general and special, and all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments installments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding ObligationsObliga tions, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.121.11, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.121.11. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will pay when due all real property taxes and assessmentsassess- ments, general and special, and all other taxes and assessments of any kind or nature whatsoever, including, without limitation, public, governmental or nongovernmental levies, assessments or charges, such as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, or arising in respect of the operation, occupancy, use or posses sion possession thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option of the payer be paid, in installments, Trustor may pay the same together with any accrued interest on the unpaid balance of such Imposition in install- ments installments as the same may become due.
(b) If under the provisions of any law or ordinance now or hereafter in effect there shall be assessed or imposed: (i) a tax or assessment on the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereof, or (ii) a license fee, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.121.11, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.121.11. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required to be paid by the Lenders pursuant to Section 2.15 of the Credit Agreement). In the event Trustor fails to make any such payment within five (5) Business Days after written notice thereof from Secured Party, then Secured Party shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amount.
Appears in 1 contract
Impositions. (a) To the extent the Trustor is obligated to do so under the Facility Lease Trustor will The Authority shall pay when due as part of additional rent for the Facility Site, all real property taxes and truces, assessments, general and specialfront foot benefit charges, and all other taxes and assessments public charges of any kind nature, whatsoever levied against the Facility Site or nature whatsoeverthe Improvements (collectively, including, without limitation, public, governmental the ''Impositions") at any time during the Term. Any Impositions levied or nongovernmental levies, assessments assessed for a period beginning before the Commencement Date or charges, such ending after the Term of this Lease shall be prorated between the City and the Authority as assessments on appurtenant water stock, maintenance charges, owner association dues or charges and fees, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon any of the Property, applicable date. The Authority shall not be obligated to pay any installment of any special assessment levied or arising in respect assessed during the Term but not due until after termination of this Lease. The Authority shall pay the portion of any Impositions on any larger parcel of which the Facility Site is a part equal to the ratio of the operation, occupancy, use or posses sion thereof (all of which taxes, assessments and other public, governmental or nongovernmental charges of like or different nature are hereinafter referred to as "Impositions"); provided, however, that if, by law, any such Imposition is payable, or may at the option area of the payer be paid, in installments, Trustor may pay Facility Site to the same together with any accrued interest on the unpaid balance area of such Imposition larger parcel. The parties shall take all reasonable steps necessary and appropriate to have the Facility Site and the Improvements assessed in install- ments the name of the Authority or such entity as the same Authority directs. The Authority shall pay Impositions directly to the appropriate governmental authority and, upon written request of the City, shall forward to the City receipts or other appropriate evidence of such payment. If the Facility Site is assessed in the name of the City, the City shall deliver all Imposition bills and notices to the Authority promptly following their receipt by the City. The Authority may become due.
(b) If under the provisions of in good faith promptly contest any law Impositions or ordinance now or hereafter in effect there shall be assessed or imposed: proposed Impositions provided that (i) no judicial proceedings for a tax or assessment on sale of the Property in lieu of or in addition to the Impositions payable by Trustor pursuant to subparagraph (a) hereofFacility Site are commenced, or if commenced are promptly stayed, (ii) a license feethe City is not put to any expense thereby, tax or assessment imposed on Secured Party and measured by or based in whole or in part upon the amount of the outstanding Obligations, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in subparagraph (a) hereof, and Trustor shall pay and discharge or cause to be paid and discharged the same as herein provided or shall reimburse or otherwise compensate Secured Party any way made liable for the payment thereof. In the event any such law or ordinance specifically provides that Trustor may not pay, reimburse or otherwise compensate Secured Party for the payment of such tax, assessment or fee, then, at the option of Secured Party, Secured Party may declare all of the Obligations to be due and payable within sixty (60) days and the failure of Trustor to pay the Obligations within such period shall be an Event of Default entitling Secured Party to exercise any of the remedies set forth in this Deed of Trust.
(c) Subject to the provisions of subparagraph (d) hereof, Trustor covenants to furnish to Secured Party, within thirty (30) days after the date when any interest Imposition or penalty shall accrue for nonpayment of Impositions, official receipts of the appropriate taxing or other authority, or other proof reasonably satisfactory to Secured Party, evidencing the payment thereof.
(d) If an Event of Default shall occur and be continuing, at the request of Secured Party, Trustor shall pay to Secured Party on the first Business Day of each month an amount equal to one-twelfth of the annual total of Impositions estimated by Secured Party to be assessed against the Property in order to pay the installment of Impositions next due on the Property. In such event, Trustor further agrees to cause all bills, statements or other documents relating to Impositions to be sent or mailed directly to Secured Party. Provided Trustor has deposited sufficient funds with Secured Party pursuant to this Section 1.12, Secured Party shall pay on or prior to the due date thereof, such amounts as may be due thereunder out of the funds so deposited. Notwithstanding the foregoing, nothing contained herein shall cause Secured Party to be deemed a trustee of said funds or obligate Secured Party to pay any amount in excess of the amount deposited pursuant to this Section 1.12. If at any time and for any reason the funds deposited with Secured Party are or will be insufficient to pay such amounts as may then be due, Secured Party shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency with Secured Party. Should Trustor fail to deposit with Secured Party sums sufficient to fully pay such Impositions when due, Secured Party may, at Secured Party's election, but without any obligation to do so, advance any amounts required to make up the deficiency. Trustor shall, on demand, reimburse Secured Party for said amount. Should an Event of Default occur and be continuing hereunder, Secured Party may, at any time at Secured Party's option, apply any sums or amounts then held by it pursuant hereto (including, without limitation, any income earned thereon) to the payment or discharge of the Obligations in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The receipt, use or application of any such sums paid by Trustor to Secured Party hereunder shall not be construed to affect the maturity of any of the Obligations or to otherwise affect any of the rights or powers of Secured Party hereunder or any of the obligations of Trustor hereunder.
(e) Trustor will pay all taxes, charges, filing, registration and recording fees, excises and levies imposed in connection with the recording of this Deed of Trust or imposed upon Secured Party by reason of its ownership of this Deed of Trust or any mortgage supplemental hereto, and shall pay any and all Internal Revenue stamp taxes and other taxes required to be paid on any of the Obligations (other than taxes required which is to be paid by the Lenders pursuant to Authority under this Section 2.15 5.2, and (iii) if payment of the Credit Agreement)contested true may prejudice the Authority's position, the Authority may pay such contested amounts into escrow or post a bond in such amount for the benefit of the City and the Authority instead of payment to the appropriate governmental authority, pending resolution of the contest, if such procedure is permitted under applicable law. In The City acknowledges and agrees that in the event Trustor fails the Authority assigns its interest in this Lease to make any the Company the Authority shall remain liable for all Impositions during the term of the Sludge Disposal Agreement to the extent provided in the Assignment, notwithstanding such payment within five (5) Business Days after written notice thereof from Secured Partyassignment, then Secured Party and that the Company shall have the right, but shall not be obligated to, pay the amount due and Trustor shall, on demand, reimburse Secured Party for said amountno liability therefor.
Appears in 1 contract
Sources: Facility Site Lease