Impositions means, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), ground rents (including any minimum rent under any ground lease, and any additional rent or charges thereunder), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided, however, that nothing contained herein shall be construed to require Tenant to pay and the term “Impositions” shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Facility Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3, (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a “United States person” as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord.
Withdrawal Charge means a charge taken by AUL equal to a percentage of the Account Value withdrawn pursuant to Section 4.8, where the percentage varies by the Participant Account Year in which the withdrawal is made. The first Participant Account Year begins on the date when AUL establishes a Participant Account and credits the initial Contribution for the Participant, and ends on the day immediately preceding the next anniversary of such date. Each Participant Account Year thereafter begins on such an anniversary date and ends on the day immediately preceding the next succeeding anniversary date. The Withdrawal Charge percentage is as follows: During Withdrawal Charge Participant Account Years Percentage However, for any Participant who also participates in AUL Series III group annuity contract GA XX,XXX, the initial Withdrawal Charge percentage under this contract shall be equal to the Withdrawal Charge percentage applicable to the Participant under the AUL Series I group annuity contract from which funds have been transferred to such Series III contract, determined by AUL immediately prior to the date of such transfer, rounded down to the next whole Withdrawal Charge percentage if the Withdrawal Charge percentage under such Series I contract is a fractional Withdrawal Charge percentage. However, the Withdrawal Charge percentage under this paragraph shall never be greater than 8%. The Withdrawal Charge percentage shall be decreased by 1% for each subsequent Participant Account Year until the Withdrawal Charge percentage equals 4%. (However, if the applicable Series I contract Withdrawal Charge percentage is less than 4%, it shall be rounded up to 4% in this contract.) This 4% Withdrawal Charge percentage shall be in effect during the next 6 consecutive Participant Account Years. Thereafter, the Withdrawal Charge percentage shall be reduced to 0%. In no event will the cumulative total of all Withdrawal Charges, including those previously assessed against any amount withdrawn from a Participant Account, exceed 9% of total Contributions allocated to that Participant Account.