Common use of Limitation on Sales Tax Exemption Clause in Contracts

Limitation on Sales Tax Exemption. (a) Any exemption from Sales Taxes resulting from or occasioned by the Agency’s involvement with the Project shall be limited to purchases of property effected by the Lessee as agent and the Sublessee as subagent for the Agency, it being the intent of the parties that no operating expenses of the Lessee or the Sublessee and no purchases of equipment or other personal property (other than Facility Equipment or building materials relating to the Project) shall be subject to an exemption from Sales Taxes because of the Agency’s involvement with the Project. (b) The Lessee and the Sublessee covenant and agree that they each shall include the following language (through an attached rider or otherwise) in and as part of each contract, invoice, xxxx or purchase order entered into by the Lessee as agent or Sublessee as subagent or subagent for the Agency in connection with the Project: “This contract is being entered into by [148 Xxxxx Blvd., LLC, a New York limited liability company/T&L Creative Salads, Inc., a New York corporation] (the “Agent”), as agent or subagent for and on behalf of the Town of Babylon Industrial Development Agency (the “Agency”) in connection with a certain project (the “Project”) of the Agency for the Agent, consisting in part of the acquisition by the Agency of a 1.17 acre parcel of land, the renovation of the approximately 20,200 square foot office, warehouse and manufacturing facility thereon, and certain machinery and equipment therefor, for use by T&L Creative Salads, Inc. in their business of warehousing, manufacturing and distribution of pre- packaged food products for retail distribution, to be located at 000 Xxxxx Xxxx. in Farmingdale, New York (the “Premises”). The improvements to be used for the Project and materials, machinery and apparatus to be incorporated as building materials in and used at the Premises which is the subject of this [contract, agreement, invoice, xxxx or purchase order] shall be exempt from the sales and use taxes levied by the State of New York and the County of Suffolk if the acquisition thereof is effected in accordance with the terms and conditions set forth in the attached Sales Tax Letter of the Agency; and the Agent hereby represents that this [contract, agreement, invoice, xxxx or purchase order] is in compliance with the terms of the Sales Tax Letter. This [contract, agreement, invoice, xxxx or purchase order] is non-recourse to the Agency, and the Agency shall not be directly, indirectly or contingently liable or obligated hereunder in any manner or to any extent whatsoever. By execution or acceptance of this [contract, agreement, invoice, xxxx or purchase order], the [vendor or contractor] hereby acknowledges and agrees to the terms and conditions set forth in this paragraph.” If the Lessee or the Sublessee as the case may be shall fail to include, incorporate by reference or otherwise cause the contract, agreement, invoice, xxxx or purchase order to be, together with the vendor or contractor, subject to the above applicable language in substantially the above form, such contract, invoice, xxxx or purchase order shall not be an undertaking on behalf of the Agency and the Agency shall not be entitled to any of the benefits able to be conferred by the Agency, and neither the Lessee nor the Sublessee shall claim any sales or use tax benefits or exemptions with respect to any such contract, invoice, xxxx or purchase order and the Lessee shall return to the Agency any such benefits or exemptions so taken, together with interest on such amount at the rate of twelve percent (12%) per annum, from the date of such taking. (c) On the Commencement Date, the Agency shall make available to the Lessee and the Sublessee the Sales Tax Letter. The Agency, at the sole cost and expense of the Lessee or the Sublessee, as the case may be, shall also execute such other authorizations, letters and documents (and such amendments to the Sales Tax Letter) as may be reasonably necessary to permit the Lessee and the Sublessee to obtain the intended benefits thereunder. Subject to the terms of this Agreement, it is intended that the aggregate scope of the sales and use tax benefits received by the Lessee and the Sublessee pursuant to this Agreement and the Sales Tax Letter shall be limited in duration to December 28, 2014: (i) The Sales Tax Letter shall be dated the date hereof and shall be effective for a term commencing on its date and expiring upon the earliest of (1) the termination of this Agreement, (2) December 28, 2014, or (3) the termination of the Sales Tax Letter pursuant to the terms thereof. (ii) The authorizations set forth in the Sales Tax Letter shall automatically be suspended twenty (20) days after notice to the Lessee or the Sublessee that the Lessee or the Sublessee shall be in default under this Agreement or the Sublease Agreement for a period until the Lessee or the Sublessee, as the case may be, shall pay any amounts due, and perform all of its obligations, with respect to any such default. (iii) The sales and use tax exemption to be provided pursuant to the Sales Tax Letter (A) shall not be available for payment of any costs other than the costs of the Project or for any items of personalty other than Facility Equipment and building materials utilized with respect to the Project, (B) shall only be utilized for items of building materials for incorporation into the Improvements and Facility Equipment which shall be purchased, completed or installed for use only by the Lessee and the Sublessee and their Affiliates at the Facility Realty (and not with any intention to sell, transfer or otherwise dispose of any such items of property to a Person as shall not constitute the Lessee or the Sublessee or an Affiliate), it being the intention of the Agency and the Lessee that the sales and use tax exemption shall not be made available with respect to any item unless such item is used solely by the Lessee, the Sublessee and their Affiliates at the Facility Realty, (C) shall not be available for any item of building materials which is not to be incorporated as part of the Improvements,

Limitation on Sales Tax Exemption. (a) Any exemption from Sales Taxes resulting from or occasioned by the Agency’s involvement with the Project shall be limited to purchases of property effected by the Lessee as agent and the Sublessee as subagent for the Agency, it being the intent of the parties that no operating expenses of the Lessee or the Sublessee and no purchases of equipment or other personal property (other than Facility Equipment or building materials relating to the Project) shall be subject to an exemption from Sales Taxes because of the Agency’s involvement with the Project. (b) The Lessee and the Sublessee covenant and agree that they each shall include the following language (through an attached rider or otherwise) in and as part of each contract, invoice, xxxx or purchase order entered into by the Lessee as agent or Sublessee as subagent or subagent for the Agency in connection with the Project: “This contract is being entered into by [148 Xxxxx Blvd., 60 Engineers Lane LLC, a New York limited liability company/T&L Creative Salads, Inc.Specialty Hearse & Ambulance Sales Corp., a New York corporation] (the “Agent”), as agent or subagent for and on behalf of the Town of Babylon Industrial Development Agency (the “Agency”) in connection with a certain project (the “Project”) of the Agency for the Agent, consisting in part of the acquisition by the Agency of a 1.17 acre parcel of land, the renovation of the approximately 20,200 19,785 square foot office, warehouse and manufacturing facility thereonfacility, and certain machinery and equipment therefor, for use by T&L Creative Salads, Inc. Specialty Hearse & Ambulance Sales Corp. in their business as a wholesale distributor of warehousingemergency vehicles, manufacturing ambulances, hearses and distribution of pre- packaged food products for retail distributionlimousines, to be located at 000 Xxxxx Xxxx. 00-00 Xxxxxxxxx Xxxx in Farmingdale, New York (the “Premises”). The improvements to be used for the Project and materials, machinery and apparatus to be incorporated as building materials in and used at the Premises which is the subject of this [contract, agreement, invoice, xxxx or purchase order] shall be exempt from the sales and use taxes levied by the State of New York and the County of Suffolk if the acquisition thereof is effected in accordance with the terms and conditions set forth in the attached Sales Tax Letter of the Agency; and the Agent hereby represents that this [contract, agreement, invoice, xxxx or purchase order] is in compliance with the terms of the Sales Tax Letter. This [contract, agreement, invoice, xxxx or purchase order] is non-recourse to the Agency, and the Agency shall not be directly, indirectly or contingently liable or obligated hereunder in any manner or to any extent whatsoever. By execution or acceptance of this [contract, agreement, invoice, xxxx or purchase order], the [vendor or contractor] hereby acknowledges and agrees to the terms and conditions set forth in this paragraph.” If the Lessee or the Sublessee as the case may be shall fail to include, incorporate by reference or otherwise cause the contract, agreement, invoice, xxxx or purchase order to be, together with the vendor or contractor, subject to the above applicable language in substantially the above form, such contract, invoice, xxxx or purchase order shall not be an undertaking on behalf of the Agency and the Agency shall not be entitled to any of the benefits able to be conferred by the Agency, and neither the Lessee nor the Sublessee shall claim any sales or use tax benefits or exemptions with respect to any such contract, invoice, xxxx or purchase order and the Lessee shall return to the Agency any such benefits or exemptions so taken, together with interest on such amount at the rate of twelve percent (12%) per annum, from the date of such taking. (c) On the Commencement Date, the Agency shall make available to the Lessee and the Sublessee the Sales Tax Letter. The Agency, at the sole cost and expense of the Lessee or the Sublessee, as the case may be, shall also execute such other authorizations, letters and documents (and such amendments to the Sales Tax Letter) as may be reasonably necessary to permit the Lessee and the Sublessee to obtain the intended benefits thereunder. Subject to the terms of this Agreement, it is intended that the aggregate scope of the sales and use tax benefits received by the Lessee and the Sublessee pursuant to this Agreement and the Sales Tax Letter shall be limited in duration to December 28October 23, 2014: (i) The Sales Tax Letter shall be dated the date hereof and shall be effective for a term commencing on its date and expiring upon the earliest of (1) the termination of this Agreement, (2) December 28October 23, 2014, or (3) the termination of the Sales Tax Letter pursuant to the terms thereof. (ii) The authorizations set forth in the Sales Tax Letter shall automatically be suspended twenty (20) days after notice to the Lessee or the Sublessee that the Lessee or the Sublessee shall be in default under this Agreement or the Sublease Agreement for a period until the Lessee or the Sublessee, as the case may be, shall pay any amounts due, and perform all of its obligations, with respect to any such default. (iii) The sales and use tax exemption to be provided pursuant to the Sales Tax Letter (A) shall not be available for payment of any costs other than the costs of the Project or for any items of personalty other than Facility Equipment and building materials utilized with respect to the Project, (B) shall only be utilized for items of building materials for incorporation into the Improvements and Facility Equipment which shall be purchased, completed or installed for use only by the Lessee and the Sublessee and their Affiliates at the Facility Realty (and not with any intention to sell, transfer or otherwise dispose of any such items of property to a Person as shall not constitute the Lessee or the Sublessee or an Affiliate), it being the intention of the Agency and the Lessee that the sales and use tax exemption shall not be made available with respect to any item unless such item is used solely by the Lessee, the Sublessee and their Affiliates at the Facility Realty, (C) shall not be available for any item of building materials which is not to be incorporated as part of the Improvements,

Limitation on Sales Tax Exemption. (a) Any exemption from Sales Taxes resulting from or occasioned by the Agency’s involvement with the Project shall be limited to purchases of property effected by the Lessee as agent and the Sublessee as subagent for the Agency, it being the intent of the parties that no operating expenses of the Lessee or the Sublessee and no purchases of equipment or other personal property (other than Facility Equipment or building materials relating to the Project) shall be subject to an exemption from Sales Taxes because of the Agency’s involvement with the Project. (b) The Lessee and the Sublessee covenant and agree that they each shall include the following language (through an attached rider or otherwise) in and as part of each contract, invoice, xxxx bill or purchase order entered into by the Lessee as agent or Sublessee as subagent or subagent for the Agency in connection with the Project: “This contract is being entered into by [148 Xxxxx Blvd.. Realty, LLC, a New York limited liability company/T&L Creative Salads, Inc.New York Value Club Ltd., a New York corporation] (the “Agent”), as agent or subagent for and on behalf of the Town of Babylon Industrial Development Agency (the “Agency”) in connection with a certain project (the “Project”) of the Agency for the Agent, consisting in part of the acquisition by the Agency of a 1.17 5.67 acre parcel of land, the renovation of the an approximately 20,200 100,069 square foot office, warehouse and manufacturing facility thereon, and the acquisition and installation of certain machinery and equipment therefor, for use by T&L Creative Salads, Inc. New York Value Club Ltd. in their business of warehousing, manufacturing and distribution of pre- packaged food products for retail distributionhair treatment and salon products, to be located at 000 Xxxxx Xxxx. in Farmingdale, New York (the “Premises”). The improvements to be used for the Project and materials, machinery and apparatus to be incorporated as building materials in and used at the Premises which is the subject of this [contract, agreement, invoice, xxxx bill or purchase order] shall be exempt from the sales and use taxes levied by the State of New York and the County of Suffolk if the acquisition thereof is effected in accordance with the terms and conditions set forth in the attached Sales Tax Letter of the Agency; and the Agent hereby represents that this [contract, agreement, invoice, xxxx bill or purchase order] is in compliance with the terms of the Sales Tax Letter. This [contract, agreement, invoice, xxxx bill or purchase order] is non-recourse to the Agency, and the Agency shall not be directly, indirectly or contingently liable or obligated hereunder in any manner or to any extent whatsoever. By execution or acceptance of this [contract, agreement, invoice, xxxx bill or purchase order], the [vendor or contractor] hereby acknowledges and agrees to the terms and conditions set forth in this paragraph.” If the Lessee or the Sublessee as the case may be shall fail to include, incorporate by reference or otherwise cause the contract, agreement, invoice, xxxx bill or purchase order to be, together with the vendor or contractor, subject to the above applicable language in substantially the above form, such contract, invoice, xxxx bill or purchase order shall not be an undertaking on behalf of the Agency and the Agency shall not be entitled to any of the benefits able to be conferred by the Agency, and neither the Lessee nor the Sublessee shall claim any sales or use tax benefits or exemptions with respect to any such contract, invoice, xxxx bill or purchase order and the Lessee shall return to the Agency any such benefits or exemptions so taken, together with interest on such amount at the rate of twelve percent (12%) per annum, from the date of such taking. (c) On the Commencement Date, the Agency shall make available to the Lessee and the Sublessee the Sales Tax Letter. The Agency, at the sole cost and expense of the Lessee or the Sublessee, as the case may be, shall also execute such other authorizations, letters and documents (and such amendments to the Sales Tax Letter) as may be reasonably necessary to permit the Lessee and the Sublessee to obtain the intended benefits thereunder. Subject to the terms of this Agreement, it is intended that the aggregate scope of the sales and use tax benefits received by the Lessee and the Sublessee pursuant to this Agreement and the Sales Tax Letter shall be limited in duration to December 28June 19, 20142015: (i) The Sales Tax Letter shall be dated the date hereof and shall be effective for a term commencing on its date and expiring upon the earliest of (1) the termination of this Agreement, (2) December 28June 19, 20142015, or (3) the termination of the Sales Tax Letter pursuant to the terms thereof. (ii) The authorizations set forth in the Sales Tax Letter shall automatically be suspended twenty (20) days after notice to the Lessee or the Sublessee that the Lessee or the Sublessee shall be in default under this Agreement or the Sublease Agreement for a period until the Lessee or the Sublessee, as the case may be, shall pay any amounts due, and perform all of its obligations, with respect to any such default. (iii) The sales and use tax exemption to be provided pursuant to the Sales Tax Letter (A) shall not be available for payment of any costs other than the costs of the Project or for any items of personalty other than Facility Equipment and building materials utilized with respect to the Project, (B) shall only be utilized for items of building materials for incorporation into the Improvements and Facility Equipment which shall be purchased, completed or installed for use only by the Lessee and the Sublessee and their Affiliates at the Facility Realty (and not with any intention to sell, transfer or otherwise dispose of any such items of property to a Person as shall not constitute the Lessee or the Sublessee or an Affiliate), it being the intention of the Agency and the Lessee that the sales and use tax exemption shall not be made available with respect to any item unless such item is used solely by the Lessee, the Sublessee and their Affiliates at the Facility Realty, (C) shall not be available for any item of building materials which is not to be incorporated as part of the Improvements,

Limitation on Sales Tax Exemption. (a) Any exemption from Sales Taxes resulting from or occasioned by the Agency’s involvement with the Project shall be limited to purchases of property effected by the Lessee as agent and the Sublessee as subagent for the Agency, it being the intent of the parties that no operating expenses of the Lessee or the Sublessee and no purchases of equipment or other personal property (other than Facility Equipment or building materials relating to the Project) shall be subject to an exemption from Sales Taxes because of the Agency’s involvement with the Project. (b) The Lessee and the Sublessee covenant and agree that they each shall include the following language (through an attached rider or otherwise) in and as part of each contract, invoice, xxxx bill or purchase order entered into by the Lessee as agent or Sublessee as subagent or subagent for the Agency in connection with the Project: “This contract is being entered into by [148 Xxxxx Blvd., LLC, JKJ Marine LLC a New York limited liability company/T&L Creative Saladscompany and P&L Marble, Inc., a New York corporation] corporation (the “Agent”), as agent or subagent for and on behalf of the Town of Babylon Industrial Development Agency (the “Agency”) in connection with a certain project (the “Project”) of the Agency for the Agent, consisting in part of the acquisition by the Agency of a 1.17 1.97 acre parcel of land, the renovation of the approximately 20,200 43,200 square foot office, office and warehouse and manufacturing facility thereonfacility, and certain machinery and equipment therefor, for use by T&L Creative SaladsP&L Marble, Inc. in their business of warehousingimporting natural stone products that are distributed on a wholesale, manufacturing retail and distribution of pre- packaged food products for retail distributioncommercial basis, to be located at 000-000 Xxxxx Xxxx. in FarmingdaleXxxxxx Xxxxxx, New York Xxxx Xxxxxxxxxxx, Xxx Xxxx (the “Premises”). The improvements to be used for the Project and materials, machinery and apparatus to be incorporated as building materials in and used at the Premises which is the subject of this [contract, agreement, invoice, xxxx bill or purchase order] shall be exempt from the sales and use taxes levied by the State of New York and the County of Suffolk if the acquisition thereof is effected in accordance with the terms and conditions set forth in the attached Sales Tax Letter of the Agency; and the Agent hereby represents that this [contract, agreement, invoice, xxxx bill or purchase order] is in compliance with the terms of the Sales Tax Letter. This [contract, agreement, invoice, xxxx bill or purchase order] is non-non- recourse to the Agency, and the Agency shall not be directly, indirectly or contingently liable or obligated hereunder in any manner or to any extent whatsoever. By execution or acceptance of this [contract, agreement, invoice, xxxx bill or purchase order], the [vendor or contractor] hereby acknowledges and agrees to the terms and conditions set forth in this paragraph.” If the Lessee or the Sublessee as the case may be shall fail to include, incorporate by reference or otherwise cause the contract, agreement, invoice, xxxx bill or purchase order to be, together with the vendor or contractor, subject to the above applicable language in substantially the above form, such contract, invoice, xxxx bill or purchase order shall not be an undertaking on behalf of the Agency and the Agency shall not be entitled to any of the benefits able to be conferred by the Agency, and neither the Lessee nor the Sublessee shall claim any sales or use tax benefits or exemptions with respect to any such contract, invoice, xxxx bill or purchase order and the Lessee shall return to the Agency any such benefits or exemptions so taken, together with interest on such amount at the rate of twelve percent (12%) per annum, from the date of such taking. (c) On the Commencement Date, the Agency shall make available to the Lessee and the Sublessee the Sales Tax Letter. The Agency, at the sole cost and expense of the Lessee or the Sublessee, as the case may be, shall also execute such other authorizations, letters and documents (and such amendments to the Sales Tax Letter) as may be reasonably necessary to permit the Lessee and the Sublessee to obtain the intended benefits thereunder. Subject to the terms of this Agreement, it is intended that the aggregate scope of the sales and use tax benefits received by the Lessee and the Sublessee pursuant to this Agreement and the Sales Tax Letter shall be limited in duration to December 28November 13, 2014: (i) The Sales Tax Letter shall be dated the date hereof and shall be effective for a term commencing on its date and expiring upon the earliest of (1) the termination of this Agreement, (2) December 28November 13, 2014, or (3) the termination of the Sales Tax Letter pursuant to the terms thereof. (ii) The authorizations set forth in the Sales Tax Letter shall automatically be suspended twenty (20) days after notice to the Lessee or the Sublessee that the Lessee or the Sublessee shall be in default under this Agreement or the Sublease Agreement for a period until the Lessee or the Sublessee, as the case may be, shall pay any amounts due, and perform all of its obligations, with respect to any such default. (iii) The sales and use tax exemption to be provided pursuant to the Sales Tax Letter (A) shall not be available for payment of any costs other than the costs of the Project or for any items of personalty other than Facility Equipment and building materials utilized with respect to the Project, (B) shall only be utilized for items of building materials for incorporation into the Improvements and Facility Equipment which shall be purchased, completed or installed for use only by the Lessee and the Sublessee and their Affiliates at the Facility Realty (and not with any intention to sell, transfer or otherwise dispose of any such items of property to a Person as shall not constitute the Lessee or the Sublessee or an Affiliate), it being the intention of the Agency and the Lessee that the sales and use tax exemption shall not be made available with respect to any item unless such item is used solely by the Lessee, the Sublessee and their Affiliates at the Facility Realty, (C) shall not be available for any item of building materials which is not to be incorporated as part of the Improvements,

Limitation on Sales Tax Exemption. (a) Any exemption from Sales Taxes resulting from or occasioned by the Agency’s involvement with the Project shall be limited to purchases of property effected by the Lessee as agent and the Sublessee as subagent for the Agency, it being the intent of the parties that no operating expenses of the Lessee or the Sublessee and no purchases of equipment or other personal property (other than Facility Equipment or building materials relating to the Project) shall be subject to an exemption from Sales Taxes because of the Agency’s involvement with the Project. (b) The Lessee and the Sublessee covenant and agree that they each shall include the following language (through an attached rider or otherwise) in and as part of each contract, invoice, xxxx or purchase order entered into by the Lessee as agent or Sublessee as subagent or subagent for the Agency in connection with the Project: “This contract is being entered into by [148 Xxxxx Blvd., XXXXX REALTY LLC, a New York limited liability company/T&L Creative Saladscompany / XxxxxxxxxXxx.xxx, Inc., a New York Delaware corporation] (the “Agent”), as agent or subagent for and on behalf of the Town of Babylon Industrial Development Agency (the “Agency”) in connection with a certain project (the “Project”) of the Agency for the Agent, consisting in part of the acquisition by the Agency of a 1.17 7.10 acre parcel of land, the renovation of the approximately 20,200 128,000 square foot office, warehouse and manufacturing facility thereondistribution facility, and certain machinery and equipment therefor, for use by T&L Creative SaladsXxxxxxxxxXxx.xxx, Inc. in their its business of warehousing, manufacturing sale and distribution of pre- packaged food brand name fragrances and related products for retail distributionover the internet, to be located at 000 Xxxxx Xxxxxxxxx, Xxxx Xxxx. in Farmingdale, New York Xxx Xxxx (the “Premises”). The improvements to be used for the Project and materials, machinery and apparatus to be incorporated as building materials in and used at the Premises which is the subject of this [contract, agreement, invoice, xxxx or purchase order] shall be exempt from the sales and use taxes levied by the State of New York and the County of Suffolk if the acquisition thereof is effected in accordance with the terms and conditions set forth in the attached Sales Tax Letter of the Agency; and the Agent hereby represents that this [contract, agreement, invoice, xxxx or purchase order] is in compliance with the terms of the Sales Tax Letter. This [contract, agreement, invoice, xxxx or purchase order] is non-recourse to the Agency, and the Agency shall not be directly, indirectly or contingently liable or obligated hereunder in any manner or to any extent whatsoever. By execution or acceptance of this [contract, agreement, invoice, xxxx or purchase order], the [vendor or contractor] hereby acknowledges and agrees to the terms and conditions set forth in this paragraph.” If the Lessee or the Sublessee as the case may be shall fail to include, incorporate by reference or otherwise cause the contract, agreement, invoice, xxxx or purchase order to be, together with the vendor or contractor, subject to the above applicable language in substantially the above form, such contract, invoice, xxxx or purchase order shall not be an undertaking on behalf of the Agency and the Agency shall not be entitled to any of the benefits able to be conferred by the Agency, and neither the Lessee nor the Sublessee shall claim any sales or use tax benefits or exemptions with respect to any such contract, invoice, xxxx or purchase order and the Lessee shall return to the Agency any such benefits or exemptions so taken, together with interest on such amount at the rate of twelve percent (12%) per annum, from the date of such taking. (c) On the Commencement Date, the Agency shall make available to the Lessee and the Sublessee the Sales Tax Letter. The Agency, at the sole cost and expense of the Lessee or the Sublessee, as the case may be, shall also execute such other authorizations, letters and documents (and such amendments to the Sales Tax Letter) as may be reasonably necessary to permit the Lessee and the Sublessee to obtain the intended benefits thereunder. Subject to the terms of this Agreement, it is intended that the aggregate scope of the sales and use tax benefits received by the Lessee and the Sublessee pursuant to this Agreement and the Sales Tax Letter shall be limited in duration to December 28February 18, 20142013: (i) The Sales Tax Letter shall be dated the date hereof and shall be effective for a term commencing on its date and expiring upon the earliest of (1) the termination of this Agreement, (2) December 28February 18, 20142013, or (3) the termination of the Sales Tax Letter pursuant to the terms thereof. (ii) The authorizations set forth in the Sales Tax Letter shall automatically be suspended twenty (20) days after notice to the Lessee or the Sublessee that the Lessee or the Sublessee shall be in default under this Agreement or the Sublease Agreement for a period until the Lessee or the Sublessee, as the case may be, shall pay any amounts due, and perform all of its obligations, with respect to any such default. (iii) The sales and use tax exemption to be provided pursuant to the Sales Tax Letter (A) shall not be available for payment of any costs other than the costs of the Project or for any items of personalty other than Facility Equipment and building materials utilized with respect to the Project, (B) shall only be utilized for items of building materials for incorporation into the Improvements and Facility Equipment which shall be purchased, completed or installed for use only by the Lessee and the Sublessee and their Affiliates at the Facility Realty (and not with any intention to sell, transfer or otherwise dispose of any such items of property to a Person as shall not constitute the Lessee or the Sublessee or an Affiliate), it being the intention of the Agency and the Lessee that the sales and use tax exemption shall not be made available with respect to any item unless such item is used solely by the Lessee, the Sublessee and their Affiliates at the Facility Realty, (C) shall not be available for any item of building materials which is not to be incorporated as part of the Improvements,