Common use of Benefits Under the Act Clause in Contracts

Benefits Under the Act. (a) The parties hereby acknowledge that the Company has been induced to proceed with the acquisition, construction and rehabilitation of the Project in part by the benefits conferred by the Act. The Issuer agrees that the Company shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the Issuer. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Company any of the benefits available under the Act. (b) With respect to benefits conferred by the Act referenced in (a) above, the following shall apply: (1) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, and interest payments on the Bonds during such year, and the fees and expenses of the Trustee and any other fees and expenses referenced herein. (2) any benefit claimed or received by the Company for any Cost of the Project shall not be used as a deduction under the laws of the State of Mississippi in order to determine the taxable income of Company. (3) the Trustee shall provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee. (4) the benefits accruing to the Company under this Section 2.3 shall cease in the event: (A) an Event of Default should occur under this Agreement or the Indenture; or (B) the Company should fail to operate the Project for a period of nine (9) consecutive months following the initial start up of the Project except for force majeure, strikes, lockouts, damage, destruction, act of God or in general, reasons beyond the Company’s reasonable control excepting, however, general economic conditions. (5) the Company agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act. (6) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption. (7) the benefits accruing to the Company under this Section 2.3 shall be limited to the annual debt service payments on the Bonds for qualified Cost of the Project and shall be reduced by the amount of surplus funds remaining after completion which shall be used to redeem Bonds as provided for in Section 3.6 of this Agreement. (8) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned. (9) the Company will report to the Mississippi Employment Security Commission (“MESC”) its employees as required by law, and shall annually report to the Issuer the average number of employees reported for each year to the MESC. This shall be done for each year after the year in which the Project was induced for financing by the Issuer. (10) for purposes of determining the benefits to which the Company is eligible under the Act, the following definitions shall apply: (A) (i) “Base Employment” (“BE”) means the average number of employees of the Company in the State during the preceding twelve (12) month period ending February 28, 2006, as reported by the Company to the Mississippi Employment Security Commission.

Benefits Under the Act. (a) The parties hereby hereto acknowledge that the Company Obligor has been induced to proceed with the acquisition, construction equipping and rehabilitation installation of the Project in part by the benefits conferred by the Act. The Issuer hereby agrees that the Company Obligor shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the IssuerIssuer and the provisions of the Act. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Company Obligor any of the benefits available under the Act. (b) With respect to benefits conferred by the Act referenced in (a) above, the following shall apply: (1i) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, and interest payments on the Bonds during such year, and the fees and expenses of the Trustee and any other fees and expenses referenced herein. (2ii) any benefit claimed or received by the Company for any Cost deductibility of interest payments on the Project Bonds shall not be used as a deduction under the laws of the State of determined in accordance with applicable Mississippi in order to determine the taxable income of Companylaw. (3iii) the Obligor shall request the Trustee shall to provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee. (4c) the benefits accruing to the Company Obligor under this Section 2.3 1.5 shall cease in the event: (Ai) a Default should occur under this Agreement or an Event of Default should occur under this Agreement or the Indenture; or (Bii) the Company Obligor should fail to operate the Project for a period of nine (9) consecutive months following the initial start up of the Project except for force majeure, strikes, lockouts, damage, destruction, act of God God, act of terrorism or in general, reasons beyond the Company’s Obligor's reasonable control excepting, however, general economic conditions. (5d) the Company Obligor agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act. (6e) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption, except for any carryforward available under the Act. (7f) the benefits accruing to the Company Obligor under this Section 2.3 1.5 shall be limited to the annual debt service payments on the Bonds for qualified Cost of the Project Costs and shall be reduced by the amount of surplus funds remaining after completion which shall be used to redeem Bonds as provided for in Section 3.6 4.4 of this Agreement. (8) g) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the 22.3, Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, Mississippi Code of 1972, as amended, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned. (9) . The Issuer makes no warranty or guaranty concerning the Company will report to availability or application of the Mississippi Employment Security Commission (“MESC”) its employees as required by law, and shall annually report to the Issuer the average number of employees reported for each year to the MESC. This shall be done for each year after the year in which the Project was induced for financing benefits granted or earned by the Issuer. (10) for purposes of determining the benefits to which the Company is eligible Obligor under this Section 1.5 or the Act, the following definitions shall apply: (A) (i) “Base Employment” (“BE”) means the average number of employees of the Company in the State during the preceding twelve (12) month period ending February 28, 2006, as reported by the Company to the Mississippi Employment Security Commission.

Benefits Under the Act. (a) The parties hereby hereto acknowledge that the Company has been induced to proceed with the acquisition, acquisition and construction and rehabilitation of the Project in part by the benefits conferred by the Act. The Issuer hereby agrees that the Company shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the Issuer. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Company any of the benefits available under the Act, including without limitation the exemption from Mississippi sales or use taxes. (b) With respect to benefits conferred by the Act referenced in (a) aboveabove relating to the income tax benefits, the following shall apply: (1i) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, and interest payments on the Bonds during such year, and the fees and expenses of the Trustee and any other fees and expenses referenced herein. (2ii) any benefit claimed or received by the Company for any Cost of the Project shall not be used as a deduction under the laws of the State of Mississippi in order to determine the taxable income of the Company. (3iii) the Company shall request the Trustee shall to provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee. (4iv) the benefits accruing to the Company under this Section 2.3 shall cease in the event: (A) an Event of a Default should occur under this Agreement or the Indenture; or (B) the Company should fail to operate the Project for a period of nine (9) consecutive months following the initial start start-up of the Project except for force majeure, strikes, lockouts, damage, destruction, act of God or in general, reasons beyond the Company’s reasonable control excepting, however, general economic conditions. (5v) the Company agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act. (6vi) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption. (7vii) the benefits accruing to the Company under this Section 2.3 shall be limited to the annual debt service payments on the Bonds for qualified Cost of the Project and shall be reduced by the amount of surplus funds remaining after completion which shall be used to redeem Bonds as provided for in Section 3.6 4.4 of this Agreement. (8) viii) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned. (9ix) the Company will report to the Mississippi Employment Security Commission (“MESC”) its employees as required by law, and shall annually report to the Issuer the average number of employees reported for each year to the MESC. This shall be done for each year after the year in which the Project was induced for financing by the Issuer. (10x) for purposes of determining the benefits to which the Company is eligible under the Act, the following definitions shall apply: (A) (i) “Base Employment” (“BE”) means the average number of employees of the Company in the State during the preceding twelve (12) month period ending February 28August 31, 20062013, as reported by the Company to the Mississippi Employment Security Commission.

Benefits Under the Act. (a) The parties hereby hereto acknowledge that the Company Corporation has been induced to proceed with the acquisition, construction installation, and rehabilitation equipping of the Project in part by the benefits conferred by the ActAct regarding credits which may be used to offset certain corporate income tax obligations. The Issuer hereby agrees that the Company Corporation shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the IssuerIssuer and the provisions of the Act. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Company Corporation any of the benefits available under the Act. (b) With respect to benefits conferred by the Act referenced in Section 6.10 (a) above, the following shall apply: (1) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, and interest payments on the Bonds during such year, and the fees and expenses of the Trustee and any other fees and expenses referenced herein. (2) any benefit claimed or received by the Company for any Cost deductibility of interest payments on the Project Bonds shall not be used as a deduction under the laws of the State of determined in accordance with applicable Mississippi in order to determine the taxable income of Companylaw. (3) the Corporation hereby requests the Trustee shall to provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee. (4) the benefits accruing to the Company Corporation under this Section 2.3 6.10 shall cease in the event: (Ai) an Event of Default should occur under this Agreement or an Event of Default should occur under the IndentureIndenture and such Event of Default is not waived; or (Bii) the Company Corporation should fail to operate the Project for a period of nine (9) consecutive months following the initial start up of the Project except for force majeure, strikes, lockouts, damage, destruction, act of God God, act of terrorism or in general, reasons beyond the CompanyCorporation’s reasonable control excepting, however, general economic conditions. (5) the Company Corporation agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act. (6) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption, except for any carry forward available under the Act. (7) the benefits accruing to the Company Corporation under this Section 2.3 6.10 shall be limited to the annual debt service payments on the Bonds for qualified Cost of the Project and shall be reduced by the amount of surplus funds remaining after completion which shall be used to redeem Bonds as provided for in Section 3.6 of amounts payable under this Agreement. (8) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned. (9) . Since the Company Corporation presently operates a facility in the State, the Project will report be deemed to constitute an expansion, and the calculation of the Mississippi Employment Security Commission (“MESC”) its employees as required by law, and shall annually report to income tax against which the Issuer the average number of employees reported for each year to the MESC. This RED Act tax credit may be applied shall be done for each year after the year made in which the Project was induced for financing by the Issuer. (10) for purposes of determining the benefits to which the Company is eligible under the Act, accordance with the following definitions shall apply: Rural Economic Development (ARED) (i) “Base Employment” (“BE”) means the average number of employees of the Company in the State during the preceding twelve (12) month period ending February 28, 2006, as reported by the Company to the Mississippi Employment Security CommissionGuidelines.

Benefits Under the Act. (a) The parties hereby hereto acknowledge that the Company has been induced to proceed with the acquisition, acquisition and construction and rehabilitation of the Project in part by the benefits conferred by the Act. The Issuer hereby agrees that the Company shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the Issuer. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Company any of the benefits available under the Act. (b) With respect to benefits conferred by the Act referenced in (a) above, the following shall apply: (1) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, any and interest payments on the Building Bonds during such year, year and the fees and expenses of the Trustee and any other fees and expenses referenced herein. (2) any benefit claimed or received by the Company for any Cost of the Project shall not be used as a deduction under the laws of the State of Mississippi in order to determine the taxable income of the Company. (3) the Company shall request the Trustee shall to provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee. (4) the benefits accruing to the Company under this Section 2.3 shall cease in the event: (A) an Event of Default a default should occur under this Agreement or the Indenture; or (B) the Company should fail to operate the Project for a period of nine (9) consecutive months following the initial start up of the Project except for force majeure, strikes, lockouts, damage, destruction, act of God or in general, reasons beyond the Company’s 's reasonable control excepting, however, general economic conditions. (5) the Company agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act. (6) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption. (7) the benefits accruing to the Company under this Section 2.3 shall be limited to the annual debt service payments on the Bonds for qualified Cost of the Project and shall be reduced by the amount of surplus funds remaining after completion which shall be used to redeem Bonds as provided for in Section 3.6 3.7 of this Agreement. (8) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned. (9) the Company will report to the Mississippi Employment Security Commission (“"MESC”") its employees as required by law, and shall annually report to the Issuer MBFC the average number of employees reported for each year to the MESC. This shall be done for each year after the year in which the Project was induced for financing by the Issuer. (10) MBFC for purposes of determining so long as the Bonds are outstanding. With respect to the benefits that may accrue to the Company under this Section 2.3, the Company acknowledges and agrees that the Issuer makes no representation, warranty or covenant regarding the enforceability of the Company's rights to receive the benefits, the extent that such benefits may be received nor the term under which the Company is eligible under may be entitled to receive the Act, the following definitions shall apply: (A) (i) “Base Employment” (“BE”) means the average number of employees of the Company in the State during the preceding twelve (12) month period ending February 28, 2006, as reported by the Company to the Mississippi Employment Security Commissionbenefits.

Benefits Under the Act. (a) The parties hereby hereto acknowledge that the Company Borrower has been induced to proceed with the acquisition, construction construction, equipping and rehabilitation installation of the Project in part by the benefits conferred by the Act. The Issuer hereby agrees that the Company Borrower shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the IssuerIssuer and the provisions of the Act. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Company Borrower any of the benefits available under the Act. (b) With respect to benefits conferred by the Act referenced in (a) above, the following shall apply: (1i) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, and interest payments on the Bonds during such year, and the fees and expenses of the Trustee and any other fees and expenses referenced herein. (2ii) any benefit claimed or received by the Company for any Cost deductibility of interest payments on the Project Bonds shall not be used as a deduction under the laws of the State of determined in accordance with applicable Mississippi in order to determine the taxable income of Companylaw. (3iii) the Borrower shall request the Trustee shall to provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee. (4c) the benefits accruing to the Company Borrower under this Section 2.3 8.12 shall cease in the event: (Ai) a Default should occur under this Agreement or an Event of Default should occur under this Agreement or the Indenture; or (Bii) the Company Borrower should fail to operate the Project for a period of nine (9) consecutive months following the initial start up of the Project except for force majeureForce Majeure, strikes, lockouts, damage, destruction, act of God God, act of terrorism or in general, reasons beyond the CompanyBorrower’s reasonable control excepting, however, general economic conditions. (5d) the Company Borrower agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act. (6e) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption, except for any carryforward available under the Act. (7f) the benefits accruing to the Company Borrower under this Section 2.3 8.12 shall be limited to the annual debt service payments on the Bonds for qualified Cost of the Project and shall be reduced by the amount of surplus funds remaining after completion which shall be used to redeem Bonds as provided for in Section 3.6 11.1 of this Agreement. (8) g) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the 22.3, Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, Mississippi Code of 1972, as amended, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned. (9) . The Issuer makes no warranty or guaranty concerning the Company will report to availability or application of the Mississippi Employment Security Commission (“MESC”) its employees as required by law, and shall annually report to the Issuer the average number of employees reported for each year to the MESC. This shall be done for each year after the year in which the Project was induced for financing benefits granted or earned by the Issuer. (10) for purposes of determining the benefits to which the Company is eligible Borrower under this Section 8.12 or the Act, the following definitions shall apply: (A) (i) “Base Employment” (“BE”) means the average number of employees of the Company in the State during the preceding twelve (12) month period ending February 28, 2006, as reported by the Company to the Mississippi Employment Security Commission.