|
~ 6.5 Lessee covenants to furnish to Lessor, within 30 days after the last date when any Tax
<br />must be paid by Lessee as provided in this section, official receipts, if such receipts are then available to
<br />Lessee, of the appropriate taxing authority, or other proof satisfactory to Lessor, evidencing payment.
<br />6.6 Lessee shall have the right at Lessee's expense to contest or review the amount or validity
<br />of any Tax or to seek a reduction in the assessed valuation on which any Tax is based, by appropriate legal
<br />proceedings. Lessee may defer payment of such contested Tax on condition, however, that if such
<br />contested Tax is not paid beforehand and if such legal proceedings shall not operate to prevent the
<br />enforcement of the collection of the Tax so contested and shall not prevent the sale of the Premises or the
<br />Improvements to satisfy the same, then before instituting any such proceedings Lessee shall furnish to
<br />Lessor , if so required by the terms of its mortgage, a surety company bond, cash deposit, or other security
<br />reasonably satisfactory to Lessor, as security for the payment of such Tax, in an amount sufficient to pay
<br />such Tax, together with all interest and penalties in connection with such Tax and all charges that might be
<br />assessed against the Premises or the Improvements in the legal proceedings. Upon tetmination of such
<br />legal proceedings or at any time when Lessor shall determine the security to be insufficient for the purpose,
<br />Lessee shall forthwith, on demand, deliver to Lessor additional security as is sufficient and necessary for the
<br />purpose, and on failure of Lessee so to do, the security originally deposited shall be applied to the payment,
<br />removal, and discharge of the Tax and the interest and penalties m connection with the Tax and the charges
<br />and costs accruing in such legal proceedings and the balance, if any, shall be paid to Lessee provided that
<br />there is then no uncured default under this Lease. ~ In the event that such secunty shall be insufficient for
<br />this purpose, Lessee shall forthwith pay over to Lessor an amount sufficient, together with the security
<br />originally deposited, to pay the same. Lessee shall not be entitled to interest on any money deposited
<br />pursuant to this section.
<br />6.7 Any contest as to the validity or amount of any Tax, or assessed valuation on which such
<br />Tax was computed or based, whether before or after payment, may be made by Lessee in the name of
<br />Lessor or of Lessee, or both, as Lessee shall determine, and Lessor agrees that it will, at Lessee's expense,
<br />cooperate with Lessee in any such contest to such extent as Lessee may reasonably request, it being
<br />understood, however, that Lessor shall not be subject to any liability for the payment of any costs or
<br />expenses in connection with any proceeding brought by Lessee, and Lessee covenants to indemnify and
<br />save Lessor harmless from any such costs or expenses. Lessee shall be entitled to any refund of any such
<br />Tax and penalties or interest that have been paid by Lessee or by Lessor and reimbursed to Lessor by
<br />Lessee.7
<br />Section 8. Insurance
<br />8.1 Lessee, at Lessee's sole cost and expense, shall maintain, for the mutual benefit of Lessee
<br />and Lessor, casualty insurance covering loss or damage by fire, and other risks as may be embraced within
<br />all-risk insurance insuring the full replacement cost (excluding foundation and excavation cost) of the
<br />Improvements. If all-risk insurance becomes unavailable, then Lessee shall insure the Improvements with
<br />such coverage as is customary from time to time for comparable first-class buildings in the Salem, Oregon
<br />metropolitan area. The amount of such insurance policy shall be increased from time to time as the full
<br />replacement cost of the Improvements increases.
<br />In the event of any casualty damage to the Improvements, Lessor may make proof of toss if
<br />Le~'see fails to do so within 15 days of the casualty and after 10 days' written notice from Lessor of its intent
<br />to do so. If the insurance proceeds (the "Proceeds") of any insurance on the Improvements equal more
<br />than 1% of the replacement cost of the Improvements, then all Proceeds shall be paid to a bank trust
<br />department (the "Trustee") as trustee for the parties. The Trustee shall be selected by Lessor and approved
<br />by Lessee, which approval shall not be unreasonably withheld or delayed. If the Proceeds are tess than such
<br />amount, then the Proceeds shall be delivered to Lessee. Unless the casualty occurs within ten years of the
<br />Expiration Date of this Lease, Lessee shall promptly repair or replace the damaged and destroyed
<br />Improvements in substantially the focm on the date of the casualty or in a manner reasonably satisfactory to
<br />Lessor. The Trustee shall pay or reimburse Lessee from the Proceeds for the cost of repair, restoration, or
<br />replacement on satisfactory proof of expenditure by Lessee, satisfactory evidence of sufficient progress on
<br />the work, and satisfactory evidence of sufficient funds available to complete restoration. The Trustee shall
<br />Ground Lease Courthouse Square
<br />Page - 5
<br />0919970302
<br />
|