Common use of Impositions Clause in Contracts

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to Section 9 hereof relating to contests, Lessee will pay all Impositions on or before the exceptions listed in subparagraph 5.(d) belowdue date thereof, NAI shall pay and will furnish to Lessor for inspection within 30 days after written request by Lessor, official receipts of the appropriate taxing authority or cause other proof satisfactory to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Lessor evidencing such payment of Impositions. If requested by BNPLC law any Imposition may be paid in installments, Lessee shall be entitled to pay in those installments as they become due from time to time; and any Imposition relating to any tax, NAI accounting or other fiscal period of the taxing authority, part of which is included within the term of this Lease and a part of which extends beyond such term shall furnish BNPLC with receipts showing payment be apportioned between Lessor and Lessee as of all Impositions prior the expiration of the term of this Lease; provided, however, that Lessor shall be permitted to offset any amounts which it would otherwise be required to pay to Lessee as a result of such apportionment against any Basic Rent and/or Additional Rent which is due and owing to Lessor as of the applicable delinquency date thereforof such apportionment. Notwithstanding the foregoing, NAI in the event a notice of Imposition is delivered to Lessor but not to Lessee, Lessor shall promptly forward such notice to Lessee so that Lessee may pay such Imposition in good faitha timely manner as provided herein, by appropriate proceedingsIf Lessor receives such a notice of Imposition more than 15 Business Days prior to the due date thereof and fails to deliver such notice to Lessee on or before the fifth Business Day prior to the due date thereof, contest and as a result of such failure, Lessee is unable to pay such Imposition in a timely fashion, Lessee shall be permitted to offset against the validitynext succeeding installments of Quarterly Rent any interest, applicability penalties, fines or amount other costs which it is required to pay as a result of any asserted the late payment of the Imposition, and pending such contest NAI The provisions of the preceding sentence shall not be deemed applicable in the event Lessee receives notice of such Imposition from a source other than Lessor or its constituent venturers prior to the due date thereof. Lessee shall not be in default under hereunder for failure to pay any of impositions on or before the provisions of this Land Lease because of due date thereof if Lessee did not receive notice thereof at least five Business Days prior to the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes finaldue date thereof; provided, however, that in any event each such contest event, Lessee shall be concluded and required to pay such Imposition within ten Business Days following receipt of such notice (unless such Imposition is being properly contested in accordance with the contested Impositions must be paid by NAI prior provisions of Section 9 hereof). Lessor agrees to cooperate (at Lessee's expense) with Lessee in Lessee's efforts to minimize impositions with respect to the earlier Property, including the filing of (i) exemptions and other actions, so long as Lessor believes that such efforts are reasonable under the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directorscircumstances. Lessor shall, officers or employees because at the request of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Lessee, forward to Lessee copies of all relevant documentation (including copies of returns) in Lessor's possession, or the possession of Lessor's agents, representatives or constituent joint venturers, relating to Impositions on the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) belowTenant shall reimburse Landlord for (or, NAI shall if requested by Landlord, will pay or cause to be paid prior to delinquency delinquency) all sales, excise, ad valorem taxes assessed against the Property valorem, gross receipts, business, transfer, stamp, occupancy, rental and other taxes, levies, fees, charges, surcharges, assessments or penalties which arise out of or are attributable to this Lease or which are imposed upon Landlord or the Leased Property because of the ownership, leasing, occupancy, sale or operation of the Leased Property, or any part thereof, or relating to or required to be paid by the terms of any of the Permitted Encumbrances, excluding only Prohibited Encumbrances and Excluded Taxes (collectively, all such taxes, levies, fees, charges, surcharges, assessments or penalties, other than Prohibited Encumbrances and Excluded Taxes, are herein called the "Impositions"). If requested by BNPLC from time Landlord requires Tenant to timepay any Impositions directly to the applicable taxing authority or other party entitled to collect the same, NAI Tenant shall furnish BNPLC Landlord with receipts showing payment of all such Impositions and other amounts prior to the applicable delinquency date therefordelinquency. Notwithstanding the foregoing, NAI Tenant may in good faith, faith by appropriate proceedings, proceedings contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Tenant shall not be deemed in default under any of the provisions of this Land Lease subparagraph (or subparagraphs 8.(t) or 8.(u)) because of the contested Imposition if (1) NAI within sixty (60) days after being asked to do so by Landlord, Tenant bonds over to the satisfaction of Landlord any lien asserted against the Leased Property and alleged to secure an amount in excess of $500,000 because of the contested Imposition, (2) Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLCLandlord, and (23) NAI Tenant promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, that in any event each such contest shall be concluded and the contested Impositions must Impositions, penalties, interest and costs shall be paid by NAI prior to the earlier of date (i) the date that any criminal prosecution is action may be instituted or overtly threatened against BNPLC Landlord or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC Landlord (including the Leased Property) may be seized or sold or any other action is taken threatened or instituted against BNPLC Landlord or against any property owned or leased by BNPLC Landlord because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5.(e) below, NAI SGC shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI SGC shall furnish BNPLC with receipts showing payment of all Impositions at least ten days prior to the applicable delinquency default date therefor. Notwithstanding the foregoing, NAI SGC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI SGC shall not be deemed in default under any of the provisions of this Land Lease hereunder because of the Imposition if (1) NAI SGC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI SGC promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI SGC prior to the earlier of (i) the date that any criminal prosecution action is instituted or overtly threatened or instituted against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI SGC or an Affiliate of NAI SGC or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken together with any additional payments made by NAI SGC pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to Stipulated Loss Value, or (iv) any date upon which the Break Even PriceConstruction Management Agreement or this Lease or SGC's Initial Remarketing Rights and Obligations may be terminated because of or following any Issue 97-10 Election.

Impositions. Subject only to the exceptions listed in subparagraph ----------- 5.(d) below, NAI Zhone shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI Zhone shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI Zhone may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Zhone shall not be deemed in default under any of the provisions of this Land Buildings 1&2 Lease because of the Imposition if (1) NAI Zhone diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI Zhone promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI Zhone prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI Zhone or an Affiliate of NAI Zhone or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase xxx Xxxxxxxxx 0&0 Xxxxxxxx Agreement for a price to BNPLC (when taken together with any additional payments made by NAI Zhone pursuant to Paragraph 1(A)(21(A)(3) of the Buildings 1&2 ----------------- Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Buildings 1&2 Break Even Price.Amount. [Improvements - Buildings 1&2]

Impositions. Subject only Section 7.1. Lessee covenants and agrees to pay, before any fine, penalty, interest or cost may be added thereto for non-payment thereof, all taxes, assessments, water and sewer rates and charges, excises, levies, license and permit fees, and other governmental charges, and charges for public and private utilities and services (and, in the event of any non-payment in violation of the foregoing covenants, all fines, penalties, interest and costs with respect to any of the foregoing), general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature that at any time during the Term may be assessed, levied, confirmed, imposed upon or grow or become due and payable out of or in respect of, or charged with respect to or become a lien on, the Land or the Building or the Premises or any Adjacent Facility or any personal property, equipment or other facility used in the operation of the Premises, or the rent or income received therefrom, or any use or occupancy thereof, or this transaction, or the Rent or other sums payable hereunder (except as otherwise provided in Section 7.2 hereof) or under any sublease or license or other similar agreement with respect to use or occupancy of any part of the Premises, or under any document to which Lessee is a party creating or transferring an interest or estate in the Premises (all of which items are herein called "Impositions"). Each Imposition shall be paid not later than the due date thereof, but if by law any Imposition may, at the option of the taxpayer, be paid in installments, Lessee may pay such Imposition in installments as the same becomes due. Lessee shall not be required to pay any Imposition upon or against the Premises or any part thereof or the Improvements so long as Lessee shall, to the exceptions listed in subparagraph 5.(d) belowextent permitted by law, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedingsfaith and with due diligence, contest the validitysame or the validity thereof by appropriate legal proceedings which shall have the effect of preventing the collection of the Imposition so contested; provided that, applicability or pending any such legal proceedings Lessee shall give Lessor such security as may be demanded by Lessor in Lessor's reasonable discretion to insure payment of the amount of any asserted the Imposition, and pending all interest and penalties thereon. In the event that Lessee at any time institutes suit to recover any Imposition or charge paid by Lessee under protest in Lessor's name, Lessee shall have the right, at its sole expense, to institute and prosecute such contest NAI shall not be deemed suit or suits in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest Lessor's name, in which event Lessee covenants and agrees to completion in a manner reasonably satisfactory to BNPLC, indemnify Lessor and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with save Lessor harmless from and against all costs, penalties and interest thereonexpenses (including, promptly after such judgment becomes final; providedbut not limited to, howeverLessor's attorneys' fees), charges or liabilities in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together connection with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Pricesuch suit.

Impositions. Subject only to the exceptions listed in ----------- subparagraph 5.(d) below, NAI Zhone shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI Zhone shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI Zhone may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Zhone shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI Zhone diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI Zhone promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI Zhone prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI Zhone or an Affiliate of NAI Zhone or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Land Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI Zhone pursuant to Paragraph 1(A)(21(A)(3) of the Land Purchase Agreement, in ----------------- the case of a purchase by an Applicable Purchaser) equal to the Land Break Even PriceAmount.

Impositions. Subject only to the exceptions listed in ----------- subparagraph 5.(d) below, NAI Zhone shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI Zhone shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI Zhone may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI Zhone shall not be deemed in default under any of the provisions of this Land Building 3 Lease because of the Imposition if (1) NAI Zhone diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI Zhone promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI Zhone prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) [Improvements - Building 3] any Designated Sale Date upon which, for any reason, NAI Zhone or an Affiliate of NAI Zhone or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Building 3 Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI Zhone pursuant to Paragraph 1(A)(21(A)(3) of the Purchase AgreementXxxxxxxx 0 Xxxxxxxx Xxxxxxxxx, in the case of a ----------------- purchase by an Applicable Purchaser) equal to the Building 3 Break Even PriceAmount.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.payments

Impositions. Subject only to the exceptions listed in subparagraph 5.(d) below, NAI FCI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI FCI shall furnish BNPLC with receipts showing payment of all Impositions at least ten days prior to the applicable delinquency default date therefor. Notwithstanding the foregoing, NAI FCI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI FCI shall not be deemed in default under any of the provisions of this Land Lease hereunder because of the Imposition if (1) NAI FCI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI FCI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI FCI prior to the earlier of (i) the date that any criminal prosecution action is instituted or overtly threatened or instituted against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI FCI or an Affiliate of NAI FCI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a net price to BNPLC (when taken together with any additional payments made by NAI FCI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to Stipulated Loss Value, or (iv) any date upon which the Break Even PriceConstruction Management Agreement or this Lease or FCI's Initial Remarketing Rights and Obligations may be terminated because of or following any Issue 97-10 Election.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Improvements Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Impositions. Subject only to the exceptions listed in subparagraph 5.(d5(d) below, NAI shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPLC from time to time, NAI shall furnish BNPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest NAI shall not be deemed in default under any of the provisions of this Land Lease because of the Imposition if (1) NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPLC, and (2) NAI promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by NAI prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPLC (including the Property) may be seized or sold or any other action is taken against BNPLC or against any property owned or leased by BNPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser shall not purchase BNPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPLC (when taken together with any additional payments made by NAI pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.