Taxes Affecting Collateral. Borrower shall pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of Lender in the Purchase Agreements, any of the contracts of purchase in respect of the Timeshare Units or any Mortgage or any other item of Collateral (provided that this Section 3.8 shall not be construed to require Borrower to pay any income tax imposed upon the general income of Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “Impositions”). Upon request by Lender, Borrower shall deliver, or cause the applicable Owner's Association to deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or by reason of the Obligations, any of the Security Documents or the interest of Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of Lender), then, upon request by Lender, Borrower shall pay to Lender or to the taxing authority (if so directed by Lender), all taxes, charges and related costs for which Lender may be liable as a result thereof. Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement, any of the other Security Documents, the Timeshare Mortgages or any of the other Collateral. Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:
Appears in 1 contract
Samples: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Taxes Affecting Collateral. Borrower The Debtor shall pay or, as provided in the applicable Declaration, or cause the applicable Owner's Association to paybe paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any the Resort, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of the Lender in the Purchase AgreementsPledged Notes Receivable, any the Pledged Note Receivable Deeds of Trust or the contracts Inventory Deed of purchase in respect of the Timeshare Units or any Mortgage Trust or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower the Debtor to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “"Impositions”"). Upon request by the Lender, Borrower the Debtor shall deliver, or cause deliver to the applicable Owner's Association to deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. Borrower The Debtor shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or the Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of Lender), then, upon request by Lender, Borrower shall pay to Lender or to the taxing authority (if so directed by Lender), all taxes, charges and related costs for which Lender may be liable as a result thereof. Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement, any of the other Security Documents, the Timeshare Mortgages or any of the other Collateral. Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:.
Appears in 1 contract
Samples: General Loan and Security Agreement (Mego Financial Corp)
Taxes Affecting Collateral. The Borrower shall pay or, as provided in the applicable DeclarationDeclarations, cause the applicable Owner's Association Associations to pay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any ResortProject, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of Lender the Administrative Agent or the Lenders in the Purchase AgreementsContracts, any of the contracts of purchase in respect of the Timeshare Residential Units and/or Commercial Units or any Mortgage the Blanket Mortgages or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require the Borrower to pay any income tax imposed upon the general income of Lenderthe Administrative Agent or the Lenders), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “"Impositions”"). Upon request by Lenderthe Administrative Agent, the Borrower shall deliver, or cause the applicable Owner's Association Associations to deliver, to Lender the Administrative Agent receipts or other satisfactory proof of payment of any Impositions. The Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Project by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage the Blanket Mortgages or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender any of the Lenders in respect of its Pro Rata Share of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of such Lender), then, upon request by such Lender, the Borrower shall pay to such Lender or to the taxing authority (if so directed by such Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. The Borrower shall pay, or cause to be paid, when due, any and all recording (deed of trust, mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Blanket Mortgages, this Agreement, any of the other Security Documents, the Timeshare Quartershare Mortgages or any of the other Collateral. The Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each the Blanket Mortgages, any Quartershare Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Blanket Mortgages, any Mortgage, Quartershare Mortgage or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:.
Appears in 1 contract
Taxes Affecting Collateral. Borrower GSRP shall pay or, as provided in the applicable DeclarationDeclarations, cause the applicable Owner's Association Associations to pay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any ResortProject, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of Lender the Administrative Agent or the Lenders in the Purchase AgreementsContracts, any of the contracts of purchase in respect of the Timeshare Commercial Units or any Mortgage the Blanket Mortgages or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower GSRP to pay any income tax imposed upon the general income of Lenderthe Administrative Agent or the Lenders), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “"Impositions”"). Upon request by Lenderthe Administrative Agent, Borrower GSRP shall deliver, or cause the applicable Owner's Association Associations to deliver, to Lender the Administrative Agent receipts or other satisfactory proof of payment of any Impositions. Borrower GSRP shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Project by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage the Blanket Mortgages or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender any of the Lenders in respect of the its Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of such Lender), then, upon request by such Lender, Borrower GSRP shall pay to such Lender or to the taxing authority (if so directed by such Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. Borrower GSRP shall pay, or cause to be paid, when due, any and all recording (deed of trust, mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Blanket Mortgages, this Agreement, any of the other Security Documents, the Timeshare Quartershare Mortgages or any of the other Collateral. Borrower GSRP shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each the Blanket Mortgages, any Quartershare Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Blanket Mortgages, any Mortgage, Quartershare Mortgage or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:.
Appears in 1 contract
Samples: Loan and Security Agreement (American Skiing Co /Me)
Taxes Affecting Collateral. Borrower The Debtor shall pay or, as provided in the applicable Declaration, or cause the applicable Owner's Association to paybe paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any the Resort, or upon or against this Agreement, the Note Notes or the other Security Documents, the Obligations or the interest of the Lender in the Purchase AgreementsPledged Notes Receivable, any the Pledged Note Receivable Deeds of Trust or the contracts Inventory Deed of purchase in respect of the Timeshare Units or any Mortgage Trust or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower the Debtor to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “"Impositions”"). Upon request by the Lender, Borrower the Debtor shall deliver, or cause deliver to the applicable Owner's Association to deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. Borrower The Debtor shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or the Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage the Inventory Deed of Trust or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, Borrower the Debtor shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. Borrower The Debtor shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Inventory Deed of Trust, this Agreement, any of the other Security Documents, the Timeshare Mortgages Receivable Loan Security Documents or any of the other Collateral. Borrower The Debtor shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Inventory Deed of Trust, any Pledged Note Receivable Deed of Trust, this Agreement or any of the other Security Documents, or in connection with any foreclosure of the Inventory Deed of Trust, any Mortgage, Pledged Note Receivable Deed of Trust or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:.
Appears in 1 contract
Samples: General Loan and Security Agreement (Mego Financial Corp)
Taxes Affecting Collateral. Borrower shall pay or, as provided in the applicable Declaration, cause the applicable Owner's ’s Association to pay, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of Lender in the Purchase AgreementsContracts, any of the contracts of purchase in respect of the Timeshare Units or any Mortgage or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower to pay any income tax imposed upon the general income of Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “Impositions”). Upon request by Lender, Borrower shall deliver, or cause the applicable Owner's ’s Association to deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or by reason of the Obligations, any of the Security Documents or the interest of Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of Lender), then, upon request by Lender, Borrower shall pay to Lender or to the taxing authority (if so directed by Lender), all taxes, charges and related costs for which Lender may be liable as a result thereof. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement, any of the other Security Documents, the Timeshare Mortgages or any of the other Collateral. Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem valorum taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's ’s Association to pay, any such Impositions (other than ad valorem valorum taxes addressed below) in accordance with this section if, and only so long as:
(a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Impositions (other than ad valorum taxes addressed below) shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Impositions (other than ad valorum taxes addressed below) shall have been commenced;
(b) no claim for liability of any kind shall have been asserted against the Lender in connection with such Impositions (other than ad valorum taxes addressed below); and
(c) if such Impositions (other than ad valorum taxes addressed below) are in an amount greater than $100,000, Borrower shall have established an escrow with the Lender, or shall have delivered to the Lender a satisfactory bond issued by a surety acceptable to the Lender or a satisfactory letter of credit for the benefit of the Lender issued by a bank acceptable to the Lender, in each case in an amount estimated by the Lender to be adequate to cover (i) the unpaid amount of such required payment, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Lender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Borrower shall inform the Lender, in advance and in writing, of its intention to contest any Impositions (other than ad valorum taxes addressed below) under this Section 3.7 if such required payment shall exceed $100,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving Borrower of its obligation to make such payment shall no longer be satisfied or shall be discovered not to have been satisfied, Borrower shall make such payment. Following the occurrence and continuance of a Default or Event of Default, at Lender’s option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.7 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of such required payment and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such payment has been made, Borrower shall deliver to the Lender evidence reasonably satisfactory to the Lender that such payment has been made. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.7 or such bond or letter of credit, as the case may be, shall be returned to Borrower free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Lender as part of the Collateral. The Borrower or the applicable Owner’s Association, as the case may be, shall have the right at their respective sole expense to contest the validity of any ad valorem tax assessment related to any property owned by the Borrower and not subject to the timeshare regime established at each Resort, and in the case of each Owner’s Association, to property covered by the applicable Declaration. In connection with any ad valorem tax challenge filed by either the Borrower or any Owner’s Association, the Borrower or such Owner’s Association, as the case may be, shall be required to deliver written notice of such intention to contest and shall make a "good faith deposit", which shall be in an amount determined in good faith either by the Borrower or such Owner’s Association equal to the tax amount owed based upon the admitted fair market value by the party challenging such assessment. Such proceedings may continue if, and only so long as no final judicial determination in respect of any foreclosure or other enforcement proceedings in respect to such ad valorem taxes shall have been rendered, and no claim for liability of any kind shall have been asserted against the Lender in connection with such ad valorem taxes. In the event the amount of the "good faith deposit" made by either the Borrower or any Owner's Association is less than the amount claimed by the Lender, the Tax Collector, the Borrower or any Owner's Association, as the case may be, Borrower or any Owner’s Association shall establish an escrow arrangement reasonably satisfactory to Lender equal to the amount of any such deficiency, together with an additional amount sufficient to cover any interest which may accrue during the pendency of such proceeding. Upon the termination of any such proceeding, whether by final determination or otherwise, the Borrower or any Owner's Association, as the case may be, shall make full and final payment of the final amount of ad valorem taxes determined to be owed, together with any additional levies, charges, interest, cost or expenses which may be due. Promptly after such payment has been made, Borrower or any Owner's Association shall deliver to Lender evidence reasonably satisfactory to Lender that any such payment has been made. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Appears in 1 contract
Samples: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Taxes Affecting Collateral. Borrower shall pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, on or before the last day when LOAN AND SECURITY AGREEMENT they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of Lender in the Purchase AgreementsContracts, any of the contracts of purchase in respect of the Timeshare Units or any Mortgage or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower to pay any income tax imposed upon the general income of Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “Impositions”"IMPOSITIONS"). Upon request by Lender, Borrower shall deliver, or cause the applicable Owner's Association to deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. Borrower shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or by reason of the Obligations, any of the Security Documents or the interest of Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of Lender), then, upon request by Lender, Borrower shall pay to Lender or to the taxing authority (if so directed by Lender), all taxes, charges and related costs for which Lender may be liable as a result thereof. Borrower shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement, any of the other Security Documents, the Timeshare Mortgages or any of the other Collateral. Borrower shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgage, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any Mortgage, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem valorum taxes addressed below) by appropriate proceedings diligently LOAN AND SECURITY AGREEMENT and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem valorum taxes addressed below) in accordance with this section if, and only so long as:
(a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such Impositions (other than ad valorum taxes addressed below) shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such Impositions (other than ad valorum taxes addressed below) shall have been commenced;
(b) no claim for liability of any kind shall have been asserted against the Lender in connection with such Impositions (other than ad valorum taxes addressed below); and
(c) if such Impositions (other than ad valorum taxes addressed below) are in an amount greater than $100,000, Borrower shall have established an escrow with the Lender, or shall have delivered to the Lender a satisfactory bond issued by a surety acceptable to the Lender or a satisfactory letter of credit for the benefit of the Lender issued by a bank acceptable to the Lender, in each case in an amount estimated by the Lender to be adequate to cover (i) the unpaid amount of such required payment, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) which reasonably can be expected to be incurred in connection therewith by the Lender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). Borrower shall inform the Lender, in advance and in writing, of its intention to contest any Impositions (other than ad valorum taxes addressed below) under this Section 3.7 if such required payment shall exceed $100,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving Borrower of its obligation to make such payment shall no longer be satisfied or shall be discovered not to have been satisfied, Borrower shall make such payment. Following the occurrence and continuance of a Default or Event of Default, at Lender's option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.7 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of such required payment and the interest, penalties, charges, costs, fees and expenses (including, without limitation, attorneys' fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such payment has been made, Borrower shall deliver to the Lender evidence reasonably satisfactory to the Lender that such payment has been made. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.7 or such bond or letter of credit, as the case may be, shall be returned to Borrower free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by the Lender as part of the Collateral.
Appears in 1 contract
Samples: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Taxes Affecting Collateral. Borrower The Debtor shall pay or, as provided in the applicable Declaration, or cause the applicable Owner's Association to paybe paid, on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resort, or upon or against this Agreement, the Note or the other Security Documents, the Obligations or the interest of the Lender in the Purchase Agreements, any Inventory Deed of the contracts of purchase in respect of the Timeshare Units or any Mortgage Trust or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower the Debtor to pay any income tax imposed upon the general income of the Lender), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “"Impositions”"). Upon request by the Lender, Borrower the Debtor shall deliver, or cause deliver to the applicable Owner's Association to deliver, to Lender receipts or other satisfactory proof of payment of any Impositions. Borrower The Debtor shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or any Resort by reason of the Obligations, any of the Security Documents or the interest of the Lender in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage the Inventory Deed of Trust or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to the Lender in respect of the Obligations (excluding from any such determination of net income any reduction in such net income attributable to a change in taxes imposed on, or measured by, the net income of the Lender), then, upon request by the Lender, Borrower the Debtor shall pay to the Lender or to the taxing authority (if so directed by the Lender), all taxes, charges and related costs for which the Lender may be liable as a result thereof. Borrower The Debtor shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Inventory Deed of Trust, this Agreement, any of the other Security Documents, the Timeshare Mortgages Documents or any of the other Collateral. Borrower The Debtor shall pay when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Inventory Deed of Trust, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any Mortgage, the Inventory Deed of Trust or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of the Lender with respect thereto. Borrower shall have the right, at its sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) in accordance with this section if, and only so long as:.
Appears in 1 contract
Samples: General Loan and Security Agreement (Mego Financial Corp)
Taxes Affecting Collateral. Borrower Unless contested by Borrowers as set forth below, Borrowers shall pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, or on or before the last day when they may be paid without interest or penalty, all taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed by any public or quasi-public authority or instrumentality (including, without limitation, each Applicable State and its agencies, counties and municipalities), upon or against any of the Collateral or the use, occupancy or possession of any Resortthe Property, or upon or against this Agreement, the Note any Notes or the other Security Documents, the Obligations or the interest of Lender Agent or the Lenders in the Purchase AgreementsAcquisition Contracts, any of or the contracts of purchase in respect of the Timeshare Units or any Mortgage Mortgages or any other item of Collateral (provided that this Section 3.8 3.7 shall not be construed to require Borrower Borrowers to pay any income tax imposed upon the general income of LenderAgent and/or Lenders), as well as all assessments and other governmental or quasi-governmental charges imposed, levied or assessed in respect of any Collateral, including any such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations and encumbrances (including, without limitation, water and sewer rents and charges, charges for setting or repairing meters and charges for other utilities or services), general or special, ordinary or extraordinary, foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or assessed in respect of any Collateral located outside of the United States, and any and all interest, costs and penalties on or with respect to any of the foregoing (collectively, the “Impositions”). Upon request by LenderAgent, Borrower Borrowers shall deliver, deliver or cause the applicable Owner's Association to deliver, be delivered to Lender Agent receipts or other satisfactory proof of payment of any Impositions. Borrower Borrowers shall not claim, demand or be entitled to receive any reduction of, or credit toward, any Imposition on account of the Obligations. No deduction shall be claimed from the taxable value of any Collateral or by reason of the Obligations, any of the Security Documents or the interest of Lender Agent in the Collateral. If existing laws or procedures governing the taxation of mortgages, security documents or debts secured by deeds of trusts, mortgages or other security documents shall be changed in any manner after the date hereof so as to materially adversely impair the security of any Mortgage or the security interest herein granted or granted in any of the other Security Documents or to reduce the net income to Lender Agent and/or Lenders in respect of the Obligations (excluding from any such determination of net income or profits any reduction in such net income or profits attributable to a change in taxes imposed on, or measured by, the net income or profits of LenderAgent and/or Lenders), then, upon request by LenderAgent, Borrower Borrowers shall pay to Lender Agent or to the taxing authority (if so directed by LenderAgent), all taxes, charges and related costs for which Agent or any Lender may be liable as a result thereof; provided, however, that Borrowers shall be afforded the opportunity to contest the validity of the additional taxes, charges or related costs in the manner described below. Borrower Borrowers shall pay, or cause to be paid, when due, any and all recording (mortgage or personal property), intangible property and documentary stamp taxes, all similar taxes, and all filing, registration and recording fees, which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Mortgages, this Agreement, any of the other Security Documents, the Timeshare Mortgages Documents or any of the other Collateral. Borrower Borrowers shall pay or cause to be paid when due any and all excise, transfer and conveyance taxes which are now or hereafter may become payable in connection with the Obligations, each Mortgagethe Mortgages, this Agreement or any of the other Security Documents, or in connection with any foreclosure of any Mortgageof the Mortgages, or any other foreclosure of any Collateral under this Agreement or under any of the other Security Documents, or any other transfer of any item of Collateral in extinguishment of all or any part of the Obligations or any other enforcement of the rights of Lender Agent and/or Lenders with respect thereto. Borrower Borrowers shall have the right, at its their sole expense, to contest the validity of any such Impositions (other than ad valorem taxes addressed below) taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, Impositions, liabilities, obligations or encumbrances by appropriate proceedings diligently and continuously conducted in good faith to final determination, in which event Borrower Borrowers shall not be required to pay or, as provided in the applicable Declaration, cause the applicable Owner's Association to pay, any such Impositions (other than ad valorem taxes addressed below) taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances in accordance with this section if, and only so long as:
(a) no final judicial determination in respect of any foreclosure or other enforcement proceeding in respect of such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances shall have been rendered and no nonjudicial foreclosure proceeding or sale in respect of such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances shall have been commenced;
(b) no final judicial determination of any claim for liability of any kind shall have been rendered against Agent or any Lender in connection with such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances; and
(c) if such taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances are in an amount greater than $350,000 or are in an amount greater than $50,000 and relate to assessments on any Assessment Lien Property, Borrowers shall have established an escrow with Agent, or shall have delivered to Agent, for the benefit of itself and Lenders, a satisfactory bond issued by a surety acceptable to Agent or a satisfactory letter of credit for the benefit of Agent, for the benefit of itself and Lenders, issued by a bank acceptable to Agent, in each case in an amount reasonably estimated by Agent to be adequate to cover (i) the unpaid amount of such required payment, (ii) all interest, penalties and similar charges which reasonably can be expected to accrue by reason of such contest or by reason of such nonpayment, and (iii) all out-of-pocket costs, fees and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) which reasonably can be expected to be incurred in connection therewith by Agent or any Lender, which escrow, bond or letter of credit shall be maintained in effect throughout such contest and the amount of which shall be increased from time to time if reasonably required by Agent to cover the foregoing amounts in subclause (i), subclause (ii) and subclause (iii). Borrowers shall inform Agent, in advance and in writing, of their intention to contest any taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines, impositions, liabilities, obligations or encumbrances under this Section 3.7 if such required payment shall exceed $100,000. Upon termination of any such contest (whether by final determination or otherwise), or at any time during the course of any such contest that the conditions relieving Borrowers of their obligation to make such payment shall no longer be satisfied or shall be discovered not to have been satisfied, Borrowers shall make such payment. Following the occurrence and continuance of a Default or Event of Default, at Agent’s option, the escrow established or bond or letter of credit, as the case may be, delivered pursuant to this Section 3.7 may be, in the case of the escrow, liquidated, or, in the case of the bond or the letter of credit, drawn upon, at such time and the proceeds thereof may be applied to payment of all or any part of such required payment and the interest, penalties, charges, costs, fees and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) referred to in subclause (ii) and subclause (iii) of the immediately preceding paragraph. Promptly after such payment has been made, Borrowers shall deliver to Agent evidence reasonably satisfactory to Agent that such payment has been made. Thereafter, the amount then remaining in the escrow established pursuant to this Section 3.7 or such bond or letter of credit, as the case may be, shall be returned to Borrowers free and clear of the Lien of this Agreement or any other Security Document so long as no Event of Default shall have occurred and be continuing or, if an Event of Default shall have occurred and be continuing, shall be retained by Agent as part of the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Secure America Acquisition CORP)
