In December 2024 a group of institutional noteholders bought $75 million of Gladstone Commercial’s senior guaranteed notes, and somewhere in the definitions they wrote down who they expected to repay the landlord’s energy retrofit loans.
The definition of Secured Debt in the note purchase agreement ends like this:[1]
“For the avoidance of doubt, Secured Debt shall include, without limitation, Indebtedness in respect of PACE Loans (provided, that, such Person’s obligations under a PACE Loan with respect to which no default or event of default on the part of the applicable obligor is in existence shall be excluded from Secured Debt for purposes of calculating financial ratios and covenants hereunder to the extent such obligations are paid by a tenant of the applicable Real Estate pursuant to a Lease).”
A PACE loan funds an energy or water improvement to a building and is repaid through a multi-year assessment on the property. The noteholders are saying that such a loan is debt, counted against the leverage covenants, unless a tenant is paying it, in which case it stops counting. The same agreement defines the term in a way that does not care what anyone calls it: a PACE Loan is any indebtedness, “without regard to the name given to such indebtedness,” incurred for energy efficiency, renewable energy or resource conservation and “repaid through multi-year assessments against such Real Estate.”
Section 10.9 then tells the borrower what it owes the noteholders before it takes one. The REIT may not incur a PACE loan on a lender-designated property without the prior written consent of the Required Holders, and to ask for that consent it has to deliver, no later than ten business days beforehand, a notice identifying the property, a narrative description of the improvements with a completion schedule, a copy of the energy audit, a term sheet, copies of the PACE loan documents, and a pro forma compliance certificate.
So the noteholders get a consent right, ten business days, and the energy audit. The tenant, whose rent payments are the thing the covenant is implicitly counting on, gets nothing in that section at all. Whether the tenant pays is decided somewhere else entirely, in a tax clause written years earlier by people who had never heard of C-PACE.
What the assessment is, in four states#
Commercial Property Assessed Clean Energy financing is a loan dressed as a tax. A capital provider funds an improvement, a local government or district imposes an assessment on the property for the amount, and the assessment is collected on the property tax bill and remitted to the capital provider. The borrowing is voluntary. The collection machinery is not.
The statutes are explicit about which machinery they borrowed. California calls the arrangement a voluntary contractual assessment and authorizes a public agency to designate an area within which officials and property owners “may enter into voluntary contractual assessments for public improvements and to make financing arrangements pursuant to this chapter."[2] Collection runs through the general tax roll: the California Supreme Court, describing the program in December 2025, wrote that the loan “is repaid in installments by an assessment that is added to the homeowner’s property tax bill and collected ‘in the same manner and at the same time’ as local taxes, and secured by a priority tax lien that runs with the land."[3]
Texas is blunter. Section 399.014 of the Local Government Code says a contractual assessment and any interest or penalties on it “is a first and prior lien against the real property on which the assessment is imposed from the date on which the notice of contractual assessment is recorded … and until the assessment, interest, or penalty is paid,” and “has the same priority status as a lien for any other ad valorem tax.” The lien runs with the land. The portion not yet due “is not eliminated by foreclosure of a property tax lien.” Delinquent installments “incur interest and penalties in the same manner as delinquent property taxes,” and the local government can collect them with the same remedies and recover its attorney’s fees the same way.[4]
New York routes the repayment through a charge rather than an assessment, and then puts the charge on the same bill. Under the sustainable energy loan program, a municipal corporation may require the loan to be repaid “through a charge on the real property benefitted by such loan,” and that charge “shall be levied and collected at the same time and in the same manner as municipal taxes, provided that such charge shall be separately listed on the tax bill."[5] Separately listed, same bill, same collection.
Ohio takes the opposite drafting route and says the quiet part out loud. A special improvement district levies the cost “by special assessment upon specially benefited property located within the district,” under the ordinary municipal special assessment chapter, and the levy for an initial plan is capped at ten years, “except that if the proceeds of the levy are to be used to pay the costs of a special energy improvement project or shoreline improvement project, the levy of a special assessment shall be for no more than thirty years."[6]
Thirty years. That is the number to hold onto, because almost no commercial lease runs thirty years.
What the mechanics look like on an actual building is in a one-page document signed on 3 February 2021, when a hotel at 255 N. Blackhawk Street in Aurora, Colorado changed hands. The seller had financed energy improvements through the Colorado C-PACE program in 2018, and the buyer signed an Acknowledgment of CoPACE Assessment reciting that Twain Funding provided $3,913,475 and that:[7]
“the CoPACE Assessment is reflected on the Property tax bill and collected in installments (along with the property taxes due for the Property) for repayment to the Capital Provider in the same manner as and subject to the same penalties, remedies and lien priorities as real property taxes.”
Nearly $4 million, on the tax bill, with tax lien priority, running with the land. Amortize that over twenty years at 6% and the annual installment is about $341,000, and the total repaid is about $6.8 million. On a 200,000 square foot building that installment is roughly $1.71 per square foot per year, every year, for twenty years, arriving as a line on the tax bill.[8]
Who has to consent, and who does not#
Every one of these statutes was drafted with one party’s objection in mind, and it was not the tenant’s.
Texas gives the section its own heading: “Notice to Mortgage Holder Required for Participation.” Before a local government may contract with a record owner to impose an assessment, the holder of any mortgage lien “must be given written notice of the owner’s intention to participate” at least thirty days before the contract is executed, and “a written consent from the holder of the mortgage lien on the property must be obtained."[9] The chapter has nineteen sections. None of them mentions a tenant.
Minnesota puts the same gate in a list of program requirements, next to two provisions that matter a great deal to anyone who pays the bill. The implementing entity must require a petition from “all owners” of the property, must “provide that payments and assessments are not accelerated due to a default and that a tax delinquency exists only for assessments not paid when due,” must require that liability “runs with” the property, and must, before financing any improvements or imposing any assessment, “require notice to and written consent from the mortgage lender of any mortgage encumbering or otherwise secured by the qualifying commercial real property."[10]
Florida settles the question by definition. Section 163.08 defines “property owner” as the owner or owners of record, extends it to beneficiaries of a trust where the trustee consents, and then adds one sentence: “The term does not include persons renting, using, living, or otherwise occupying real property."[11]
Read those together with the Gladstone covenant and the allocation is clear enough. The mortgage lender has a consent right because its lien is being subordinated to a new priority lien. The noteholders have a consent right because the assessment is debt on their collateral. The tenant has no statutory right to notice, no consent, no audit, and in Florida is written out of the definition of the party whose consent is being sought, and is nevertheless the party the capital stack expects to pay.
Nothing about that is scandalous. The tenant is not borrowing and is not pledging the fee. But it means that the tenant’s entire protection is the sentence it negotiated in the lease, which is where this stops being an energy finance question and becomes a drafting question.
The sentence that decides it#
Lease tax clauses do not say “taxes.” They say taxes and then a list, and the list almost always has the word “assessments” in it. Here is the amendment to a triple-net lease on a Las Vegas rehabilitation hospital, restating the tax covenant in its entirety:[12]
“Property Taxes. Tenant shall in respect of all periods of the Term pay all real property taxes and general and special assessments on the Demised Premises, and shall pay all taxes charged against trade fixtures, utility installations, furnishings, equipment or any other personal property belonging to Tenant.”
That is the whole of it. General and special assessments on the demised premises, for all periods of the term. A C-PACE assessment is a special assessment, levied under the special assessment machinery in Ohio by name, collected as a tax in California and Texas, and recorded against the property in Colorado as a benefit assessment with tax lien priorities. There is nothing in that sentence for a tenant to argue with. The clause says assessments and the C-PACE charge is an assessment.
Compare the same idea written at length. Article 7 of the lease for The Meadows Racetrack & Casino in Washington, Pennsylvania, signed 9 September 2016 between a group of lessors and PNK Development 33, LLC, opens with a definition built to miss nothing:[13]
“Lessee shall pay, before any fine, penalty, interest or cost that may be added thereto for the nonpayment thereof, all real estate taxes (including any business improvement district fees), assessments, water and sewer rents and charges, use and occupancy taxes, license and permit fees, vault space rent and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature for public improvements or benefits (collectively, “Impositions”), which are assessed, levied, confirmed, imposed, become a lien or become payable during the Term upon or in respect of the Premises …”
General and special, ordinary and extraordinary, foreseen and unforeseen, for public improvements or benefits, including anything that becomes a lien during the term. A C-PACE assessment is inside that definition several times over.
Then come the provisos, and the third one is the whole post:
“7.1.3 Any Imposition payable by Lessee which would not otherwise be due until after the Term, shall be paid by Lessee to Lessor upon the last day of such Term (prorated as provided above); provided that if any assessment becomes a lien during the Term and is payable in installments, Lessee shall pay only the installments thereof which become due and payable during the Term.”
Read the two halves separately, because they do opposite things.
The first half is an acceleration. Anything the lessee owes that would not come due until after the term is payable to the lessor on the last day of the term. The purpose is ordinary and defensible: it stops a tenant walking away from a tax bill that accrued on its watch and lands two months later.
The second half takes assessments back out. If the assessment became a lien during the term and is payable in installments, the lessee pays only the installments that fall due during the term.
Without that proviso, the first half of 7.1.3 applied to a twenty-year C-PACE assessment produces a number nobody priced. A $3.9 million assessment, fourteen years into a twenty-year amortization at 6%, has a present balance of about $1.68 million and six remaining installments totalling about $2.05 million.[8] A tenant whose lease expires at that point, under a clause with the first half and not the second, is being told to pay that to the landlord on its last day in the building, for improvements that will be serving the next tenant for six more years. The clause was written to catch a stub of property tax. It would catch this instead.
The same limitation appears in plainer words in a 2011 leaseback between the County of Monroe Industrial Development Agency and Monro Service Corporation, where the tenant covenants to pay all taxes, payments in lieu of taxes, utility charges, and “all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements,” and then:[14]
“provided, that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Leaseback Agreement to pay only such installments as are required to be paid during the term of this Leaseback Agreement.”
Fifteen years before C-PACE was a line item in anyone’s underwriting, two sets of lawyers wrote the clause that answers it. Neither of them was thinking about energy retrofits. They were thinking about a sewer assessment or a sidewalk district, which is the same problem: a capital improvement financed over a period longer than the lease, benefiting a building the tenant does not own.
There is a third drafting answer, and it is the most interesting of the three because it does the work in the definition rather than in a proviso. The agreement under which Honeywell shares the Pottsville, Pennsylvania site with AdvanSix, dated 1 October 2016, puts the whole tax article in one sentence:[15]
“Article 13. Real Property Taxes. Licensor shall pay all real property taxes and general and special assessments, which assessments shall be amortized over the longest period permitted by law (“Real Property Taxes”) applicable to the Property, provided, however, that Licensee shall pay as Additional Fees, Licensee’s Proportionate Share of such amount in accordance with Article 5(b).”
The defined term Real Property Taxes includes special assessments, but only as amortized over the longest period the law allows. Where a statute permits a thirty-year term, as Ohio does for energy projects, the licensee’s share is one thirtieth a year and never the balance. The clause converts a lump into a stream by definition, so every downstream reference to Real Property Taxes inherits the limitation without anyone having to remember it. That is a better-built clause than a proviso, because a proviso can be negotiated out of one document and the definition travels.
Three documents, three answers, and the difference between them is worth seven figures on a single building.
What the one case actually held#
There is exactly one high appellate decision anywhere that squarely characterizes a PACE assessment, and it is not a lease case.
In Morgan v. Ygrene Energy Fund, Inc., decided 4 December 2025, the California Supreme Court considered whether homeowners challenging residential PACE loans had to use the statutory tax procedures before going to court: pay the assessment, seek administrative relief, then sue for a refund. The court held that for most of their claims they did.[3]
The reasoning is the part that matters here. A 1939 statute provides that for purposes of property tax corrections, cancellations and refunds, “taxes” include “assessments collected at the same time and in the same manner as county taxes.” PACE assessments are collected in the same manner and at the same time as general taxes. Therefore, the court wrote, “[t]hese provisions are sufficient to bring PACE assessments within the scope of the usual rules governing challenges to property taxes.”
The plaintiffs pointed at a provision saying PACE assessments “are not assessments for the purposes of Articles XIII C and XIII D of the California Constitution,” the Proposition 218 notice and protest rules. The court was unimpressed: the carve-out exists because a property owner who volunteered for an assessment does not need protest rights, and “this limited purpose carveout does not alter the Legislature’s decision to expressly include PACE assessments in the definition of ’taxes’ subject to the collection, cancellation, and refund procedures.”
So in one statute a C-PACE charge is not an assessment, and in another it is a tax. That is not judicial confusion, it is purposive drafting, and it is exactly the problem for a lease. A lease taxes clause is not a statute with a stated purpose. It is a list. When the list says “taxes and assessments, general and special,” the question is not what the legislature meant by assessment but what these parties meant, and the honest answer in most executed leases is that they meant sewer districts and sidewalks and had no view at all about a thirty-year energy loan their landlord had not taken out yet.
Two limits on Morgan, stated plainly because the case is going to get cited for more than it says. It is residential PACE, not commercial. And it is an exhaustion holding about who you sue and in what order, not a holding about contract interpretation. It tells you that California treats these charges as taxes for refund purposes. It does not tell you that your tenant owes one.
Where the law is silent, and the leases are too#
Three searches came back empty, and the emptiness is informative.[17]
First, no reported case anywhere decides whether a PACE assessment passes through to a tenant under a lease tax clause. The adjacent litigation is about mortgage lien priority, about consumer protection in residential PACE, and about how tax collectors handle non-ad-valorem assessments. None of it construes a lease.
Second, no commercial lease exhibit on file with the SEC names PACE at all, as far as I can find. Every full-text hit on “Property Assessed Clean Energy” in the exhibit population is on the finance side: securitization filings by the residential PACE originators, note purchase agreements like Gladstone’s, an owner-to-owner acknowledgment like the Colorado one, and a borrower reporting that it is pursuing C-PACE refinancing. The clause that decides who pays a C-PACE assessment is, in practice, a clause that never mentions it.
Third, the express carve-out that lease commentary recommends does not appear in the filed population either. A full-text search for the usual formulations of an assessment exclusion returns nothing. The protection that does exist in real documents is the installment limitation and the amortization definition, which is a useful thing to know when you are asking for one: ask for the clause the market actually has, not the clause an article says you should want.
What that adds up to is a question with no answer yet and a lot of money queued up behind it. C-PACE origination is being marketed hard in 2026 as a solution for maturing commercial debt and for retrofit mandates, and New York City revamped its program in September.[16] Every one of those closings puts a thirty-year assessment on a building full of leases signed before anyone asked the question.
Does your taxes clause have a limit in it, or just a list?#
This is the kind of exposure that is invisible lease by lease and obvious portfolio-wide. One lease’s tax clause reads fine. Forty of them, half with an installment limitation and half without, is a position, and nobody took it on purpose.
Acrebase pulls the tax provisions out of your executed leases into one view: how the tax definition is worded, whether it says “general and special” or stops at taxes, whether there is an installment limitation, whether assessments are capped by amortization over the longest permitted period, whether an end-of-term acceleration sentence exists without the assessments proviso, and whether the clause carves out anything of a capital nature. The question “which of our leases would pick up a C-PACE assessment” should be answerable before lunch, not lease by lease over three weeks. When your team drafts the next one, the approved clause library supplies the version counsel signed off on, and the negotiation playbook carries the fallbacks in the order you actually trade them: amortization over the longest permitted period, then installments due during the term, then a flat exclusion for assessments imposed at the landlord’s election. Its AI reads how your earlier negotiations went, so when a landlord’s form arrives with an unlimited assessments list, the flag comes with what your team got last time and what it gave up to get it. Related clauses we have covered: a compliance-with-laws carve-out for future laws misses Local Law 97 by five years, your base year is grossed up to 95% and then carved back down, and the short fuse on CAM audit rights.
If you are a landlord, the clause you want is the one that already exists in your form, and you should check whether it does. If your tax definition says “taxes and assessments, general and special” with no installment limitation and no end-of-term acceleration sentence, you are in good shape and you should leave it alone. If it has the acceleration sentence without the assessments proviso, understand what you are actually holding: a right to demand the balance of a multi-year assessment from a departing tenant, which is a very large ask that will be litigated the first time anyone exercises it and which may be read down as a clause aimed at a stub of accrued tax. Decide whether you would rather have a defensible installment limitation than an aggressive acceleration you will never collect. And if you are taking C-PACE money, read your mortgage and your note agreements first, because Section 10.9 of the Gladstone agreement is now market for an unsecured REIT: consent, ten business days, the energy audit, the term sheet, the loan documents and a pro forma compliance certificate. Tell your tenants before the assessment appears on the bill. A line item nobody warned them about is how an audit request becomes a dispute.
If you are a tenant, four things. Ask for the installment limitation by name, because it exists in real leases in two drafting styles and you can point at both: only the installments that become due and payable during the term, or assessments amortized over the longest period permitted by law. Read the end-of-term sentence in your tax article and find out whether the assessments proviso is there, since that one proviso is the difference between six installments and the whole remaining balance on your last day. Ask whether the assessment is already on the property, because it runs with the land and a C-PACE charge recorded in 2018 is sitting in the tax bill you agreed to pay a share of, whether or not anyone mentioned it in diligence. And remember where you stand in the consent order: your landlord’s mortgage lender gets thirty days’ notice and a veto in Texas, the noteholders get a consent right and an energy audit, and Florida’s statute defines you out of the process by name. The only place you get a say is the lease, and the only time you get it is before you sign.
Footnotes
[1] Note Purchase Agreement dated 18 December 2024 between Gladstone Commercial Limited Partnership and Gladstone Commercial Corporation and the purchasers of $75,000,000 6.47% Senior Guaranteed Notes due 18 December 2029, filed as Exhibit 10.1. The identical proviso also appears in clause (k) of the Indebtedness definition. Beyond the consent mechanics quoted in the body, Section 10.9 requires the obligor to pay all sums becoming due “(prior to the delinquency thereof)” subject to a contest right, to take “all such action as may be necessary to protect the applicable Subject Property from any danger of sale, forfeiture or foreclosure by reason of such PACE Loan,” and not to “enter into or acquiesce in any amendment, modification, termination or surrender of any PACE Loan Document.” Gladstone’s earlier note purchase agreements carry the same covenant: https://www.sec.gov/Archives/edgar/data/1234006/000119312524282020/d914093dex101.htm
[2] California Streets and Highways Code section 5898.20(a)(1), the Improvement Act of 1911 chapter added by Assembly Bill 811 in 2008. Subdivision (a)(2) carries the parallel authorization for “distributed generation renewable energy sources or energy or water efficiency improvements that are permanently fixed to real property”: https://california.public.law/codes/ca_sts_and_high_code_section_5898.20
[3] Morgan v. Ygrene Energy Fund, Inc., No. S277628 (Cal. 4 December 2025), Kruger, J., consolidated with Roberts v. Renew Financial Group, LLC, on review from the Fourth Appellate District, Division One, Nos. D079364 and D079369. Quotations in the body are from the slip opinion as published by the California courts. The opinion distinguishes the Proposition 218 carve-out in Streets and Highways Code section 5898.31. The statutory definition relied on is Revenue and Taxation Code section 4801, added in 1939, which defines “taxes” as used in that part to include “assessments collected at the same time and in the same manner as county taxes.” The holding is split: plaintiffs must exhaust tax procedures for claims that would effectively invalidate the assessments or stop their collection, and need not for other claims about the administration of the loans. The court affirmed in part, reversed in part, and remanded on whether leave to amend should be granted. The companion authorities are Kahan v. City of Richmond (2019) 35 Cal.App.5th 721 on delinquent garbage collection fees and Hanjin Internat. Corp. v. Los Angeles County MTA (2003) 110 Cal.App.4th 1109 on a Public Utilities Code special assessment, both collected “at the same time and in the same manner” as ad valorem taxes. These were residential PACE loans taken out by homeowners over the age of 65 and nothing in the opinion addresses commercial PACE or a lease: https://www.courts.ca.gov/opinions/archive/S277628.PDF
[4] Texas Local Government Code section 399.014, added in 2013 by Senate Bill 385 and amended in 2015 by House Bill 3187. Subsection (a-1) is worth noting alongside the quoted text: once the notice of contractual assessment is recorded, “the lien may not be contested on the basis that the improvement is not a qualified improvement or the project is not a qualified project”: https://texas.public.law/statutes/tex._local_gov%27t_code_section_399.014
[5] New York General Municipal Law section 119-gg, subdivisions 8 and 9, within article 5-L, the sustainable energy loan program. Subdivision 7 conditions a loan on an energy audit or, for a renewable energy system, a feasibility study. Subdivision 9 also provides that if the charge is not paid in a timely manner, no other municipal corporation is required to credit or guarantee the unpaid amount to the municipality that authorized the loan: https://newyork.public.law/laws/n.y._general_municipal_law_section_119-gg
[6] Ohio Revised Code sections 1710.06(C) and 1710.02(F). Section 1710.06(C) directs each participating political subdivision to levy the cost of an approved plan “by special assessment upon specially benefited property located within the district” in accordance with chapter 727 of the Revised Code, subject to four modifications, one of which allows revenue from a special energy improvement project assessment to be assigned and remitted to the Ohio air quality development authority. The thirty-year figure is from section 1710.02, which caps an initial plan levy at ten years with the energy and shoreline exception quoted in the body, and applies the same thirty-year limit to territory added to a district later: https://codes.ohio.gov/ohio-revised-code/section-1710.06 and https://codes.ohio.gov/ohio-revised-code/section-1710.02
[7] Acknowledgment of CoPACE Assessment dated as of 3 February 2021 given by LN Hospitality Denver, LLC as Current Owner and LF3 Aurora, LLC as New Owner, with respect to property at 255 N. Blackhawk Street, Aurora, Arapahoe County, Colorado, filed as Exhibit 10.85.10. The financing was $3,913,475.00 from Twain Funding I LLC, successor in interest to Twain Community Partners II LLC, under an Assessment and Financing Agreement among the Colorado New Energy Improvement District, the Current Owner and the Capital Provider dated and recorded 21 September 2018. Two parties signed it and neither is a tenant. The underlying Financing Agreement is not filed, so the installment amount, the rate and the term are not available and the arithmetic at note 8 is not this deal’s: https://www.sec.gov/Archives/edgar/data/1745032/000155837021003829/c032-20201231ex108510db6.htm
[8] My arithmetic, not any document’s. Taking the $3,913,475 principal from note 7 and assuming a twenty-year level amortization at 6%, the annual installment is $341,195 and the total repaid is $6,823,892. At twenty-five years and 6% the installment is $306,138; at twenty years and 6.5% it is $355,173. The $1.71 per square foot figure divides the twenty-year 6% installment by 200,000 square feet, a building size I chose. The mid-term figures take the same schedule fourteen years in: the present value of the six remaining installments is $1,677,764 and their nominal sum is $2,047,168. No rate or term here comes from the Colorado transaction. They are illustrative of the order of magnitude, not the terms of any deal.
[9] Texas Local Government Code section 399.010, “Notice to Mortgage Holder Required for Participation.” The chapter runs from 399.001 to 399.019 and covers definitions, authorized assessments, the written contract, program establishment, the assessment report, mortgage holder notice, review, recording, the lien, collection, bonds, prohibited acts and personal liability. None addresses tenants or leases: https://texas.public.law/statutes/tex._local_gov%27t_code_section_399.010
[10] Minnesota Statutes section 216C.436, subdivision 2, clauses (10) through (13). The non-acceleration requirement in clause (11) is the provision that makes the installment limitation workable in practice: because a default does not accelerate the assessment, what a landlord can be billed in any year is the installment and not the balance. Subdivision 3 separately prohibits selling, transmitting or distributing energy generated by a financed improvement at retail: https://www.revisor.mn.gov/statutes/cite/216C.436
[11] Florida Statutes section 163.08(3), the definition of “property owner” in the qualifying improvements financing section. The sentence quoted in the body is the last of three in the definition: https://florida.public.law/statutes/fla._stat._163.08
[12] Lease Assignment and Amendment made as of 1 June 2010 among LVRH Properties LLC as Landlord, Las Vegas Rehabilitation Hospital LLC as Original Tenant and HealthSouth Rehabilitation Hospital of Desert Canyon, LLC as New Tenant, amending a Lease Agreement (Triple-Net/Single-Tenant) dated 30 January 2006. Section 13 restates Section 4(d) of the lease in its entirety, and the quoted sentence is that restatement in full apart from a following sentence requiring the landlord to forward tax bills to the tenant and the tenant to show evidence of payment at least quarterly. The original 2006 lease is not part of the exhibit, so its other tax mechanics cannot be read here. It was filed in 2019 as an exhibit to a Global Medical REIT filing, nine years after its date; the date in the body is the document’s own: https://www.sec.gov/Archives/edgar/data/1533615/000114420419020160/tv518991_ex10-1.htm
[13] Lease dated as of 9 September 2016 between PA Meadows, LLC, WTA II, Inc. and CCR Pennsylvania Racing, Inc. as Lessor and PNK Development 33, LLC as Lessee, with respect to The Meadows Racetrack & Casino, Washington, Pennsylvania, filed as Exhibit 10.1. Section 7.1 is quoted as far as the definition of Taxable Area; the sentence continues to cover the improvements and the adjacent sidewalks, streets and vaults. The other two provisos are 7.1.1, allocating any imposition relating to a period before the Commencement Date to the Lessor, and 7.1.2, prorating any imposition relating to a period partly after the Term. Section 7.2 excludes the lessor’s income, franchise, succession and capital levy taxes and taxes on the rent received, subject to a change-in-method clause: https://www.sec.gov/Archives/edgar/data/1656239/000119312516708513/d254242dex101.htm
[14] Leaseback Agreement (Agency to Company) dated as of 1 November 2011 between the County of Monroe Industrial Development Agency and Monro Service Corporation, filed as Exhibit 10.61. The quoted proviso qualifies a four-clause payment obligation covering taxes and governmental charges, payments under a payment-in-lieu-of-tax agreement, utility and service charges, and “all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements,” and is followed by a contest right requiring the contested amount not to remain unpaid during the contest. This is an industrial development agency structure rather than an arm’s length landlord and tenant, so read the clause as drafting evidence rather than as a market position: https://www.sec.gov/Archives/edgar/data/876427/000119312512253562/d295283dex1061.htm
[15] Pottsville Site Sharing and Services Agreement dated 1 October 2016 between Honeywell International Inc. as Licensor and AdvanSix Resins & Chemicals LLC as Licensee, filed as Exhibit 10.3. Article 13 is quoted in full as far as the proportionate share clause; it continues by excluding the licensor’s income, franchise, rent, sales, transfer, capital levy and personal property taxes and “any increases in Real Property Taxes that result from changes in ownership of the Property.” Article 5(b), which carries the proportionate share mechanic, is not quoted here. An earlier version of the same agreement was filed with a blank date on its cover page; the date used here is from the executed October version: https://www.sec.gov/Archives/edgar/data/1673985/000095015716002291/ex10-3.htm
[16] On the 2026 marketing of C-PACE: GlobeSt reported on 15 September 2026 that New York City’s program revamp is expected to unlock more capital for projects in the five boroughs, and on 2 October 2026 ran a piece presenting C-PACE as a strategic solution for maturing commercial real estate debt. Commercial Observer covered C-PACE for ground leased properties in September 2026. These are trade press and sponsored-adjacent commentary rather than legal authority, and they are cited for what they show, which is that origination volume is being pushed: https://www.globest.com/2026/09/15/new-york-city-c-pace-program-revamp-set-to-unlock-more-capital-for-commercial-real-estate-projects-in-the-five-boroughs
[17] On the three empty searches. For case law, the federal United States Courts Opinions collection and the state reporter mirrors I can reach hold nothing construing a lease tax clause against a PACE assessment, and the PACE litigation that does exist concerns residential origination practices, lien priority against mortgage holders, and tax collector administration of non-ad-valorem assessments. Lease disputes of this kind would concentrate in state trial courts and unpublished decisions I did not search, so read this as a gap in what is reportable rather than proof that no landlord has ever tried it. A full-text search of SEC filings for “Property Assessed Clean Energy,” “C-PACE,” “PACE Loan” and “PACE Assessment” returns thousands of documents, all on the financing side and no lease exhibit naming the program, and searches for “assessments for improvements of a capital nature,” “excluding any special assessment” and “assessments levied for the purpose of” return no filed exhibit with an express special assessment exclusion in a tax definition. The filed population is skewed toward leases material enough to be exhibits, so absence there is weaker evidence than presence.
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