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and fees, levies or other charges, general, special, ordinary, extraordinary and otherwise, of
<br />every kind and character which are or may during the Term be levied, charged, assessed or
<br />imposed upon or against the YMCA Site, or against any of Tenant's personal property located
<br />thereon. As of the Termination Date, any such taxes, assessments and other charges to be paid
<br />by Tenant shall be prorated on the basis of the fiscal year of the taxing authority in question so
<br />that, at the commencement and at the end of the Term, as to any such taxes, assessments and
<br />other charges levied or assessed for a fiscal year preceding the commencement or extending
<br />beyond the end of the Term, Tenant will pay only such proportion of such taxes, assessments
<br />and other charges as the portion of such fiscal year following the commencement and
<br />preceding the Termination Date, as it relates to the entire fiscal year.
<br />(b) Notwithstanding anything herein to the contrary, Tenant shall not be
<br />required to pay any net income tax measured by the income of Landlord from all sources, or
<br />any tax which may, at any time during the Term, be required to be paid on any gift, or demise,
<br />deed, mortgage, descent or other alienation of any part or all of the estate of Landlord in and
<br />to the YMCA Site or any buildings or improvements located thereon, except as hereinafter
<br />provided. Any documentary transfer tax assessed upon the creation of a leasehold interest in
<br />the YMCA Site under this Lease shall be paid by Tenant.
<br />(c) Revenue & Taxation Code Section 107.6 Possessory Interest Tax. Tenant
<br />recognizes and understands that this Lease may create a possessory interest subject to
<br />property taxes and that, in the event that a possessory interest is created, Tenant shall be
<br />responsible for payment of any taxes levied against such possessory interest. Tenant may apply
<br />for any applicable exemption or reduction in possessory interest property taxes and
<br />assessments.
<br />(d) Landlord shall have the right, but not the obligation, at all times during
<br />the Term to pay any taxes, assessments or other charges levied or assessed upon or against the
<br />YMCA Site or any buildings or improvements located thereon, and to pay, cancel and clear off
<br />all tax sales liens, charges and claims upon or against the YMCA Site or any buildings or
<br />improvements located thereon, and to redeem the YMCA Site from the same, or any of them,
<br />from time to time, without being obligated to inquire as to the validity of the same. Any sum
<br />so paid by Landlord related to the YMCA Site and/or the obligations set forth in Sections 6a,
<br />6(b) and 6(c), above, shall become due and payable by Tenant within Thirty (30) days after any
<br />such payment by Landlord plus interest at 6% per annum.
<br />7. Hours of Business/Covenant of Continuous Operation. Subject to the provisions of
<br />Paragraph 15 (Damage or Destruction), Tenant covenants that it shall continuously during the
<br />entire term hereof conduct and carry on Tenant's business in the YMCA Site and shall keep the
<br />New YMCA open for business and cause Tenant's business to be conducted therein not less than
<br />5 days each week and not less than 30 hours per week; provided, however, that this provision
<br />shall not apply if the New YMCA should be closed and the business of Tenant temporarily
<br />discontinued therein on account of deep cleaning, repairs, renovations or other reasonably
<br />necessary closures in the ordinary course of business and/or strikes, lockouts or similar causes
<br />YMCA Ground Lease -4-
<br />82483.00016\32493585.6
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