Common use of Impositions and Other Claims Clause in Contracts

Impositions and Other Claims. (a) Borrower shall pay and discharge (or cause to be paid and discharged) all taxes, assessments and governmental charges levied upon it, its income and its assets as and when such taxes, assessments and charges are due and payable, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. After prior written notice to Lender, Borrower, at Borrower’s expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes, provided that (i) no Event of Default has occurred | NY\1631294.13 mle xx xxxx Loan Agreement|| and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes from any Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes, together with all interest and penalties thereon. Notwithstanding the foregoing, to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.4, the provisions set forth in such Lease shall govern and control. (b) Borrower shall file all federal, state and local tax returns and other reports that it is required by law to file. If any law or regulation applicable to Lender, any Note, any of the Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

Impositions and Other Claims. (a) Each Borrower Party shall pay and discharge (or cause to be paid all Taxes and discharged) all taxes, assessments and governmental charges Other Charges levied upon it, its income and its assets as and when such taxes, assessments Taxes and charges Other Charges are due and payable, as well as all lawful claims against the Property for labor, materials and materials, supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. After prior written notice to Lender, Borrowereach Borrower Party, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred | NY\1631294.13 mle xx xxxx Loan Agreement|| and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) each Borrower Party shall promptly upon final determination thereof pay the amount of any such TaxesTaxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from any the Property; and (vi) with respect to any contest relating to the Property, Borrower shall furnish such have deposited with Senior Lender cash, or other security as may be required approved by Senior Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceeding, or as may be requested by Lendercontested amount, to insure the payment of any such TaxesTaxes or Other Charges, together with all interest and penalties thereon. Notwithstanding the foregoing, to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.4, the provisions set forth in such Lease shall govern and control. (b) Each Borrower Party shall file all federal, state and local tax returns and other reports that it is required by law to file. If In the event of the enactment after this date of any law or regulation applicable to Lender, any the Note, any of the Properties Property, the Collateral or any of the Mortgages is enacted that deducts Pledge Agreements deducting from the value of property for the purpose of taxation any Lien lien or security interest thereon, or imposes imposing upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens liens herein required by this Agreement to be paid by Borrowereither Borrower Party, or changes changing in any way the laws or regulations relating to the taxation of mortgages pledged or security agreements or debts secured by mortgages pledges or security agreements or the interest of the mortgagee pledgee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the MortgagesPledge Agreements, the Indebtedness Debt or Lender, then Borrowereach Borrower Party, upon demand by Lender, shall pay pay, or cause to be paid, such taxes, assessments, charges or Liensliens, or reimburse Lender for any amounts paid by Lender. If , within 10 Business Days after written notice; provided that if in the opinion of Lender’s counsel it might be unlawful to require either Borrower Party to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Lawlaw, Lender may elect to declare all of the Indebtedness Debt to be due and payable at par, without penalties or premiums, 90 days from the giving of written notice by Lender to Borrower.

Impositions and Other Claims. (a) Each Borrower Party shall pay and discharge (or cause to be paid all Taxes and discharged) all taxes, assessments and governmental charges Other Charges levied upon it, its income and its assets as and when such taxes, assessments Taxes and charges Other Charges are due and payable, as well as all lawful claims against the Property for labor, materials and materials, supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. After prior written notice to Lender, Borrowereach Borrower Party, at Borrower’s its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any TaxesTaxes or Other Charges, provided that (i) no Event of Default has occurred | NY\1631294.13 mle xx xxxx Loan Agreement|| and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) each Borrower Party shall promptly upon final determination thereof pay the amount of any such TaxesTaxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from any the Property; and (vi) with respect to any contest relating to the Property, Borrower shall furnish such have deposited with Senior Lender cash, or other security as may be required approved by Senior Lender, in an amount equal to one hundred twenty-five percent (125%) of the proceeding, or as may be requested by Lendercontested amount, to insure the payment of any such TaxesTaxes or Other Charges, together with all interest and penalties thereon. Notwithstanding the foregoing, to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.4, the provisions set forth in such Lease shall govern and control. (ba) Each Borrower Party shall file all federal, state and local tax returns and other reports that it is required by law to file. If In the event of the enactment after this date of any law or regulation applicable to Lender, any the Note, any of the Properties Property, the Collateral or any of the Mortgages is enacted that deducts Pledge Agreements deducting from the value of property for the purpose of taxation any Lien lien or security interest thereon, or imposes imposing upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens liens herein required by this Agreement to be paid by Borrowereither Borrower Party, or changes changing in any way the laws or regulations relating to the taxation of mortgages pledged or security agreements or debts secured by mortgages pledges or security agreements or the interest of the mortgagee pledgee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the MortgagesPledge Agreements, the Indebtedness Debt or Lender, then Borrowereach Borrower Party, upon demand by Lender, shall pay pay, or cause to be paid, such taxes, assessments, charges or Liensliens, or reimburse Lender for any amounts paid by Lender. If , within 10 Business Days after written notice; provided that if in the opinion of Lender’s counsel it might be unlawful to require either Borrower Party to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Lawlaw, Lender may elect to declare all of the Indebtedness Debt to be due and payable at par, without penalties or premiums, 90 days from the giving of written notice by Lender to Borrower.

Impositions and Other Claims. (ai) Subject to Section 5.4(ii) hereof, Borrower shall pay and discharge (or cause to be paid and discharged) all taxes, assessments and governmental charges levied upon it, its income and its assets as and prior to the time when such taxes, assessments and charges are due and payablebecome delinquent, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted EncumbrancesSection 5.4(ii) hereof. After prior written notice to Lender, Borrower, at Borrower’s expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes, provided that (i) no Event of Default has occurred | NY\1631294.13 mle xx xxxx Loan Agreement|| and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes from any Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes, together with all interest and penalties thereon. Notwithstanding the foregoing, to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.4, the provisions set forth in such Lease shall govern and control. (b) Borrower shall timely file all federal, state and local tax returns and other reports that it is required by law to file. If any law or regulation applicable to Lender, any Note, any of the Properties Property or any of the Mortgages Mortgage is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the MortgagesMortgage, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might . (ii) Nothing contained herein shall be unlawful deemed to require Borrower to make pay, or cause to be paid, any taxes, assessments or governmental charges, to satisfy any Lien, or to comply with any Legal Requirement, Insurance Requirement or material contractual obligation, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such payment action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of such contest at reasonable intervals, (iii) if Borrower is not providing security as provided in clause (v) below, adequate reserves with respect thereto are maintained on Borrower's books or in the Tax and Insurance Escrow Account, (iv) such contest operates to suspend collection or enforcement as the case may be, of the contested tax, assessment, governmental charge, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the making tax, assessment, governmental charge or Lien is bonded, (v) in the case of taxes, assessments, governmental charges and Liens in excess of $5,000,000 individually, or in the aggregate, which are not bonded, during such payment might contest, Borrower, shall deposit with or deliver to Lender either cash and cash equivalents or a Letter or Letters of Credit or Qualified Guarantee in an amount equal to 110% of (A) the amount of Borrower's obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest; provided, however, Borrower shall not be required to deliver such additional collateral if in Lender's sole but reasonable discretion provision is made to Lender for protection of Lender's interest in the Property, (vi) in the case of Insurance Requirements or material contractual obligations, such right to contest does not result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all a termination of the Indebtedness insurance coverage or the termination of the material contract, respectively. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or material contractual obligation shall pay any contested tax, assessment, governmental charge or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender's reasonable judgment, in imminent danger of being forfeited or lost, any insurance coverage or material contract is in imminent danger of being terminated or Lender is likely to be due and payable 90 days from the giving of written notice by Lender subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower's compliance with such contested tax, assessment, governmental charge, Lien or Legal Requirements, Insurance Requirements or material contractual obligations, as the case may be.