Common use of Payments in Lieu of Taxes Clause in Contracts

Payments in Lieu of Taxes. A. Tax Increment Financing was established for the Redevelopment Area by Ordinance No. 9694 on November 17, 2008. Therefore, the real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of City on each such tax parcel as constituted from time to time. B. If the Company is required to pay Payments in Lieu of Taxes as to the property the Company owns within the Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes shall constitute a default by the owner of such property subject to the provisions of Section 34, and shall entitle City, the County Collector or any other government official or body charged with the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection Commission") to proceed against such property and/or the owner thereof as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or of the principal of and interest on any outstanding Obligations secured by such payments; provided, however, that the failure of any property in any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not constitute a breach or default. In the event the Collection Commission seeks the remedies authorized in this Section, the costs incurred shall be deemed Administrative Costs of the City reimbursable pursuant to Section 42. C. Notwithstanding anything to the contrary, herein, the lien on property within any of the Redevelopment Project Area shall be deemed subordinate to the lot lines, utility easements and other similar matters granted to City or any public utility for public facilities or utilities or connection(s) thereto.

Payments in Lieu of Taxes. A. In addition to Basic Rent and Additional Rent hereunder, Lessee and Lessor agree that Lessee shall pay directly to the City and the County the following payments in lieu of taxes: (i) for each Tax Increment Financing was established Year during the period commencing on the date hereof through and including the end of the calendar year during which the Completion Date occurs, an annual payment in lieu of taxes equal to $110,000 (which amount shall be divided $[ ] to the City and $[ ] to the County), and (ii) for each Tax Year thereafter, an annual payment in lieu of taxes equal to the Redevelopment Area by Ordinance No. 9694 amounts shown for each Tax Year on November 17, 2008. ThereforeExhibit C attached hereto (collectively, the "PILOT Payments"). Amounts payable with respect to any periods that are less than an entire Tax Year included within the Term will be prorated based upon the actual number of days included within such Tax Year. Any payment due with respect to a Tax Year that is not paid prior to the termination or expiration of this Lease shall not be extinguished as a result of such termination or expiration and shall survive such termination or expiration. Notwithstanding anything to the contrary contained in this Section, this Lease shall not be extended except pursuant to an amendment in writing and executed by both the Lessor and Xxxxxx (and consented to by the Investor Limited partner), which amendment may be granted or withheld or consented to by the parties in their sole and absolute discretion. Such reduction in taxes otherwise payable shall not apply with regard to any other tax assessed against Lessee, its income, its other real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of City on each such tax parcel as constituted from time to time. B. If the Company is required to pay Payments in Lieu of Taxes as to the property the Company owns within the Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes shall constitute a default by the owner of such property subject to the provisions of Section 34, and shall entitle City, the County Collector or any other government official or body charged with the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection Commission") to proceed against such property and/or the owner thereof as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or of the principal of and interest on any outstanding Obligations secured by such payments; provided, however, that the failure of any property in any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not constitute a breach or defaultits personalty. In the event Lessee assumes ownership of the Collection Commission seeks Leased Property, Lessee shall begin paying all applicable ad valorem and other taxes directly to the remedies authorized City and the County, as assessed, but shall not make, from the date of such acquisition, any in lieu payments with respect to such property other than those payments that were unpaid at the time of such acquisition. Notwithstanding anything to the contrary contained in this Section, in the costs incurred shall be deemed Administrative Costs event that Lessee fails to complete the renovation of the City reimbursable pursuant Buildings in accordance with Article XI hereof or the Leased Property becomes wholly ineligible for Tax Credits due to Section 42. C. Notwithstanding anything an uncured violation of the use restrictions (related to the contraryTax Credits) applicable to the Leased Property, herein, then Lessee shall make a payment in lieu of taxes with respect to each Tax Year remaining in the lien Term on property within any behalf of the Redevelopment Project Area shall be deemed subordinate Lessor to the lot lines, utility easements City and other similar matters granted the County in an amount equal to City or any public utility for public facilities or utilities or connection(s) theretothe ad valorem taxes that would otherwise be payable with respect to the Leased Property if such Leased Property were owned by Xxxxxx.

Payments in Lieu of Taxes. A. Tax Increment Financing was established for a. Pursuant to the provisions of the Redevelopment Area Plan and the Act, including, but not limited to, Section 99.845 thereof, when tax increment financing is established by Ordinance No. 9694 on November 17, 2008. Thereforefor Redevelopment Area - Project 1, the real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable lawyear. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of the City on each such tax parcel as constituted from time to timetime and shall be enforceable against the Developer and its successors and assigns in ownership of property in the Redevelopment Area. B. If the Company is required b. Failure to pay Payments in Lieu of Taxes as to the any property the Company owns within the in Redevelopment Area - Project Area, then failure to pay Payments in Lieu of Taxes 1 shall constitute a default by the owner of such property subject to of the provisions of Section 3431 hereof, and shall entitle the City, the County Collector or any other government official or body charged with the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection CommissionAuthority") to proceed against such property and/or the owner thereof in such Redevelopment Area - Project 1 as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission Authority to seek all other legal and equitable remedies it may have to ensure insure the timely payment of all such sums or of the principal of and interest on any outstanding TIF Obligations secured by such payments; provided, however, that the failure of any property in any of the Redevelopment Area - Project Area 1 to yield sufficient Payments payments in Lieu lieu of Taxes taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not by itself constitute a breach or default. In Promptly upon the event designation and approval of Redevelopment Area - Project 1 by Ordinance of the Collection Commission seeks City, the remedies authorized City shall use all reasonable and diligent efforts to promptly notify the County Collector, the City Director of Finance, the City Treasurer and all other appropriate officials and persons and seek to fully implement the payments in lieu of taxes and reimbursements of Redevelopment Project Costs as provided in this Section, Contract and in the costs incurred shall be deemed Administrative Costs of the City reimbursable pursuant to Section 42Redevelopment Plan. C. c. Notwithstanding anything to the contrary, herein, the lien on property within any of the Redevelopment Area - Project Area 1 shall be deemed subordinate (1) released as to any public street or other public way included within any plat proposed by the Developer, effective upon the passage of an Ordinance by the City approving the same, and (2) subordinated to the lot lines, utility easements and other similar matters established by any such plat (but not to any private access or parking rights granted or created by any such plat), effective upon the passage of Ordinance by the City as aforesaid, and to any easement or like interests granted to the City or any public utility for public facilities or utilities or connection(s) thereto.

Payments in Lieu of Taxes. A. To the extent that the Property Tax Increment Financing was established Revenues attributed to the Project in any given year through 2027 are less than the Minimum Property Tax Increment Amount for the Redevelopment Area by Ordinance No. 9694 on November 17, 2008. Thereforesuch year, the real property located therein Developer agrees that no later than November 1 of such year it shall make a Payment in Lieu of Taxes to the City in an amount equal to the difference between the amount of the Property Tax Increment Revenues attributed to the Project in such year, on a parcel by parcel basis as set forth in Exhibit E, and the Minimum Property Tax Increment Amount for such parcel for such year. Property Tax Increment Revenue exceeding the Minimum Property Tax Increment Amount for a parcel may be used to offset any Property Tax Increment Revenue deficit on another parcel to the extent the owners of such parcels are controlled by, controlling, or under common control with each other. To the extent that the District Property Tax Revenues remitted to the City or its designee pursuant to the District Pledge Agreement in any given year beginning in 2028 is subject less than the Minimum District Property Tax Revenues, as set forth in Exhibit E hereto, the Developer agrees that no later than November 1 of such year it shall make a Payment in Lieu of Taxes to assessment the City in an amount equal to the difference between the District Property Tax Revenues remitted to the City or its designee, on a parcel by parcel basis as set forth in Exhibit E, and the Minimum District Property Tax Revenues for annual such parcel for such year. District Property Tax Revenue exceeding the Minimum District Property Tax Revenues for a parcel may be used to offset any District Property Tax Revenue deficit on another parcel to the extent the owners of such parcels are controlled by, controlling, or under common control with each other. The Developer and any subsequent owner of any parcel comprising the Developer Parcel may assign its obligations to make Payments in Lieu of TaxesTaxes under this Section in connection with the conveyance of the parcel, and Developer and any subsequent owner of the conveyed parcel shall be released from its obligation to make Payments in Lieu of Taxes for the conveyed parcel upon the assignee assuming such obligation in writing in a commercially reasonable form acceptable to the City. The Developer, or any assignee permitted under this Section, shall continue to make any such required Payment in Lieu of Taxes to the extent that any Bonds remain outstanding, or any bonds or other obligations issued to refund such Bonds remain outstanding. The Developer’s and any permitted assignee’s obligation to make Payments in Lieu of Taxes shall be due November 30 terminate upon the payment or defeasance of each year in which said amount is required all outstanding Bonds and any other bonds or other obligations issued to be paid and will be considered delinquent if not paid by December 31 of each refinance or refund such year Bonds. Notwithstanding the foregoing or as otherwise determined by applicable law. The obligation any provision to make said Payments the contrary contained herein, no Payment in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of City on each such tax parcel as constituted from time to time. B. If the Company is required to pay Payments in Lieu of Taxes as be made with respect to the Phase Two Parcel in the event that the Phase Two Parcel is reconveyed to the City in accordance with Section 12.8 hereof. For purposes of this Section 18, the amount of Property Tax Increment Revenues attributed to the Project shall be calculated by the City and based on a formula that is designed to calculate the Property Tax Increment Revenues that would have been received from the Project if the Project had been a new urban renewal area, consisting solely of property the Company owns within the Redevelopment Project, and the property tax base was the assessed value of the property in the Project Area, then failure to pay Payments in Lieu of Taxes shall constitute a default by the owner of such property subject area last certified prior to the provisions approval of Section 34this Agreement. For purposes of this Agreement, and Property Tax Increment Revenues shall entitle City, be attributed to the County Collector or any other government official or body charged with Project based on the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection Commission") to proceed against such property and/or the owner thereof as in other delinquent property tax cases or otherwise as permitted at law or levy of those entities levying taxes against taxable property in equity, and, if applicable, such failure shall entitle the Collection Commission to seek all other legal and equitable remedies it may have to ensure Project against the timely payment of all such sums or assessed value of the principal of and interest on any outstanding Obligations secured by such payments; provided, however, property within the Project that exceeds the failure of any property in any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property last certified prior to the approval of this Agreement. The parties acknowledge and agree that the amount of Property Tax Increment Revenues attributed to the Project will not necessarily be the amount of Property Tax Increment Revenues actually received from the Project and deposited in the Special Fund of the Authority due to the fact that the Project is or was part of a larger Urban Renewal Area and the Property Tax Base is calculated on the total Urban Renewal Area and not as great as expected, shall not constitute a breach or defaultjust the area comprising the Project. In The City’s calculations regarding the event Property Tax Increment Revenues attributed to the Collection Commission seeks the remedies authorized in this Section, the costs incurred Project shall be deemed Administrative Costs of the City reimbursable pursuant to Section 42. C. Notwithstanding anything provided in writing each year to the contrary, herein, the lien on property within any of the Redevelopment Project Area Developer and shall be deemed subordinate to binding on the lot linesparties, utility easements and other similar matters granted to City or any public utility for public facilities or utilities or connection(s) theretoabsent manifest error.

Payments in Lieu of Taxes. A. Tax Increment Financing was established for (A) It is recognized that, under the Redevelopment Area by Ordinance No. 9694 on November 17, 2008. Thereforeprovisions of the Act, the real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of City on each such tax parcel as constituted from time to time. B. If the Company Lessor is required to pay Payments in no taxes or assessments upon any of the property acquired by it or under its jurisdiction, control or supervision or upon its activities. It is not the intention, however, of the parties hereto that the Project Facility be treated as exempt from real property taxation. Accordingly, the parties acknowledge that a Payment In Lieu of Taxes as Tax Agreement (the "PILOT Agreement") has been executed with respect to the Project Facility. Until the expiration date of the PILOT Agreement, the Lessor and the Lessee hereby agree that the Lessee (or any subsequent user of the Project Facility under this Lease Agreement) shall be required to make or cause to be made payments in lieu of real estate taxes in the amounts and in the manner set forth in the PILOT Agreement. (B) In the event that (1) the Project Facility would be subject to real property the Company owns within the Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes shall constitute a default taxation if owned by the owner of such Lessee but shall be deemed exempt from real property subject taxation due to the provisions involvement of Section 34the Lessor therewith, and (2) the PILOT Agreement shall entitle Citynot have been entered into by the Lessor and the Lessee, or, if entered into, the County Collector PILOT Agreement shall for any reason no longer be in effect, the Lessor and the Lessee hereby agree that the Lessee, or any subsequent user of the Project Facility under this Lease Agreement, shall in such event be required to make or cause to be made payments in lieu of taxes to the school district or school districts, city, town, county, village and other government official or body charged with political units wherein the collection of any Project Facility is located having taxing powers (such sums (any one or more of such persons political units are hereinafter individually or collectively referred to as the "Collection CommissionTaxing Entities") in such amounts as would result from taxes being levied on the Project Facility by the Taxing Entities if the Project Facility were privately owned by the Lessee and not deemed owned by or under the jurisdiction, control or supervision of the Lessor, but with appropriate reductions similar to proceed against such the real property and/or tax exemptions and credits, if any, which would be afforded to the Lessee if it were the owner thereof of the Project Facility. It is agreed that the Lessee, in cooperation with the Lessor, (a) shall cause the Project Facility to be valued for purposes of determining the amounts due hereunder as if owned by the Lessee as aforesaid by the appropriate officer or officers of any of the Taxing Entities as may from time to time be charged with responsibility for making such valuations, (b) shall cause to be appropriately applied to the valuation or valuations so determined the respective tax rate or rates of the Taxing Entities that would be applicable to the Project Facility if so privately owned, (c) shall cause the appropriate officer or officers of the Taxing Entities charged with the duty of levying and collecting such taxes to submit to the Lessee, when the respective levies are made for purposes of such taxes upon Property privately owned as aforesaid, statements specifying the amounts and due dates of such taxes which the Taxing Entities would receive if such Property were so privately owned by the Lessee and not deemed owned by or under the jurisdiction, control or supervision of the Lessor, and (d) shall file with the appropriate officer or officers any accounts or tax returns furnished to the Lessor by the Lessee for the purpose of such filing. (C) The Lessee shall pay or cause to be paid to the Taxing Entities when due all such payments in other delinquent property tax cases or otherwise as permitted at law or lieu of taxes with respect to the Project Facility required by Section 6.6(B) of this Lease Agreement to be paid to the Taxing Entities, subject in equity, andeach case to the Lessee's right to (a) obtain exemptions and credits, if applicableany, such failure shall entitle the Collection Commission which would be afforded to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or a private owner of the principal Project Facility, including any available exemption under Section 485-b of and interest on any outstanding Obligations secured by the New York Real Property Tax Law with respect to the Project Facility, (b) contest valuations of the Project Facility made for the purpose of determining such payments; payments therefrom (provided, however, that no such contest shall entitle the failure Lessee to defer payments in lieu of taxes by reason of any property in such contest), and (c) seek to obtain a refund of any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not constitute a breach or defaultpayments made. In the event the Collection Commission seeks the remedies authorized Lessee shall fail to make or cause to be made any such payments in this Sectionlieu of taxes, the costs incurred amount or amounts so in default shall be deemed Administrative Costs continue as an obligation of the City reimbursable pursuant Lessee until fully paid, and the Lessee hereby agrees to pay or cause to be paid the same, together with late charges and interest thereon as provided for in subsection (5) of Section 42. C. Notwithstanding anything to the contrary, herein, the lien on property within any 874 of the Redevelopment Project Area shall be deemed subordinate to General Municipal Law of the lot lines, utility easements and other similar matters granted to City State (or any public utility for public facilities or utilities or connection(s) theretosuccessor provision).

Payments in Lieu of Taxes. A. To the extent that the Property Tax Increment Financing was established Revenues credited to the Special Fund in any given year are less than the Minimum Property Tax Increment Amount for the Redevelopment Area by Ordinance No. 9694 on November 17such year, 2008. Thereforeas set forth in Exhibit E hereto, the real property located therein Developer agrees that no later than of such year it shall make a Payment in Lieu of Taxes to the City in an amount equal to the difference between the amount of the Property Tax Increment Revenues, on a parcel by parcel basis as set forth in Exhibit E, so credited to the Special Fund in such year and the Minimum Property Tax Increment Amount for such parcel for such year; provided however that no Payment in Lieu of Taxes shall be required to be made with respect to the Phase Two Parcel in the event that the Phase Two Parcel is subject reconveyed to assessment the City in accordance with Section 12.8 hereof Property Tax Increment Revenue exceeding the Minimum Property Tax Increment Amount for annual a parcel may be used to offset any Property Tax Increment Revenue deficit on another parcel to the extent the owners of such parcels are controlled by, controlling, or under common control with each other. The Developer and any subsequent owner of any parcel comprising the Developer Parcel may assign it’s obligations to make Payments in Lieu of TaxesTaxes under this Section in connection with the conveyance of the parcel, and Developer and any subsequent owner of the conveyed parcel shall be released from its obligation to make Payments in Lieu of Taxes for the conveyed parcel upon the assignee assuming such obligation in writing in a commercially reasonable form acceptable to the City. The City covenants that it will apply any such Payment in Lieu of Taxes to the payment or reimbursement of Eligible Costs, including, without limitation, the payment of the debt service requirements on any outstanding DDA Bonds. The Developer, or any assignee permitted under this Section, shall continue to make any such required Payment in Lieu of Taxes to the extent that any DDA Bonds remain outstanding, or any bonds or other obligations issued to refund such DDA Bonds remain outstanding. The Developer’s and any permitted assignee’s obligation to make Payments in Lieu of Taxes shall be due November 30 terminate upon the payment or defeasance of each year in which said amount is required to be paid all outstanding DDA Bonds and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of City on each such tax parcel as constituted from time to time. B. If the Company is required to pay Payments in Lieu of Taxes as to the property the Company owns within the Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes shall constitute a default by the owner of such property subject to the provisions of Section 34, and shall entitle City, the County Collector or any other government official bonds or body charged with the collection of any other obligations issued to refinance or refund such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection Commission") to proceed against such property and/or the owner thereof as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or of the principal of and interest on any outstanding Obligations secured by such payments; provided, however, that the failure of any property in any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not constitute a breach or default. In the event the Collection Commission seeks the remedies authorized in this Section, the costs incurred shall be deemed Administrative Costs of the City reimbursable pursuant to Section 42DDA Bonds. C. Notwithstanding anything to the contrary, herein, the lien on property within any of the Redevelopment Project Area shall be deemed subordinate to the lot lines, utility easements and other similar matters granted to City or any public utility for public facilities or utilities or connection(s) thereto.

Payments in Lieu of Taxes. A. Tax Increment Financing was established (a) Each year during the Term hereof, Lessee shall make Pilot payments for the Redevelopment Area Real Property, in amounts computed as indicated below, as Additional Rent in lieu of Memphis and Shelby County ad valorem taxes that otherwise would have been due and payable with regard to the Real Property, which consists of part of tax parcel number 74-101-28, were it owned by Ordinance Noa tax-paying entity and subject to such xxxxxxxx: Basis of Computation/ Proportion of Taxes Period Otherwise Due and Taxable ------ ------------------------- Until the seventh (7th) anniversary of the date Now current tax assessment of $_______ hereof (December 31, 2006) times the then current millage rate. 9694 From the seventh (7th) anniversary of the date The then current tax assessment determined hereof until the termination of this Lease and as though the Real Property were owned by a the reconveyance of the Real Property to taxpaying entity, times the then current Lessee pursuant to the provisions of this millage rate. Lease In no event shall such Pilot payments be less than the amount of ad valorem taxes that were due and payable on November 17the Real Property for the period immediately preceding calendar year 1999, 2008which amounts of taxes totals $___________ (City) and $___________ (County). ThereforeThese payments in lieu of taxes shall be paid in the same manner and to the same tax collectors as ad valorem taxes are paid in the City of Memphis and Shelby County. Notwithstanding the foregoing or any other provisions of this Lease, however, it is the express intention of the parties hereto that, pursuant to the provisions of Tennessee Code Annotated Section 7-53-305, the real property located Real Property and the leasehold interests therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes Lessee, or any sublessee, shall be due November 30 exempt from all taxation in the state of each year Tennessee, and that the Pilot payments as provided for in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes this Section 6.2 shall be a covenant running with made by and accepted from Lessee in lieu of all ad valorem taxes which are or may be assessed against the land Real Property and shall create a lien in favor the leasehold interests therein of City on each such tax parcel as constituted from time to time. B. If Lessee or any sublessee for and during the Company term of this Lease. In the event Lessee is required to pay Payments any ad valorem taxes for that portion of calendar year 1999 which precedes the acquisition of the Real Property by Lessor, Lessee shall be entitled to a dollar-for-dollar credit for such amount against its first calendar year payment in Lieu lieu of Taxes as to the property the Company owns within the Redevelopment Project Areataxes. If, then failure to pay Payments in Lieu following an Event of Taxes shall constitute a default by the owner of such property subject to the provisions of Section 34, and shall entitle CityDefault, the Real Property should legally be placed on the ad valorem tax rolls of either the City of Memphis or Shelby County Collector or any other government official or body charged with both, the collection payment in lieu of any such sums (any one or more taxes shall terminate and Lessee shall pay ad valorem taxes as required of such persons hereinafter individually or collectively referred to as the "Collection Commission") to proceed against such property and/or the owner thereof as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or of the principal of and interest on any outstanding Obligations secured by such payments; provided, however, that the failure of any property in any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not constitute a breach or defaulttax-paying entity. In the event the Collection Commission seeks the remedies authorized in this SectionLessee's leasehold interest, but not Lessor's fee interest, shall become subject to ad valorem taxation, the costs incurred payment in lieu of taxes called for hereunder shall continue, but shall be deemed Administrative Costs reduced on a cumulative basis by the amount of ad valorem taxes paid by Lessee with regard to its leasehold estate in the City reimbursable pursuant to Real Property. All tax bills for payments in lieu of taxes as provided for in Section 42. C. Notwithstanding anything 6.2 shall be sent to: Lessee, c/o Clark & Clark, 5050 Poplar Avenue, Suite 2200, Memphis, Tennessee 38157, or xx xxch xxxxx xxxxxx xx xxxxxxx xx Xxxxxx xxx xxxxxxxxx xxxxxxxte and provide to the contrary, herein, the lien on property within any of the Redevelopment Project Area shall be deemed subordinate to the lot lines, utility easements and other similar matters granted to City or any public utility for public facilities or utilities or connection(s) theretotax collectors.

Payments in Lieu of Taxes. A. Tax Increment Financing was (a) Pursuant to the provisions of the Plan and the Act, including, but not limited to, Section 99.845 thereof, when tax increment financing is established for the Redevelopment Area by Ordinance No. 9694 on November 17, 2008. Thereforefor a Redevelopment Project Area, the real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 30th of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 31st of each such year or as otherwise determined by applicable lawyear. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of the City on each such tax parcel as constituted from time to timetime and shall be enforceable against the Developer and its successors and assigns in ownership of property in the Redevelopment Project Area. B. If the Company is required (b) Failure to pay Payments in Lieu of Taxes as to the any property the Company owns within the in a Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes Area shall constitute a default by the owner of such property subject to of the provisions of Section 3428 hereof, and shall entitle the City, the County Collector or any other government official or body charged with the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "“Collection Commission"Authority”) to proceed against such property and/or the owner thereof in such Redevelopment Project Area as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission Authority to seek all other legal and equitable remedies it may have to ensure insure the timely payment of all such sums or of the principal of and interest on any outstanding TIF Obligations secured by such payments; provided, however, that the failure of any property in any of the a Redevelopment Project Area to yield sufficient Payments payments in Lieu lieu of Taxes taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not by itself constitute a breach or default. In Promptly upon the event designation and approval of a Redevelopment Project Area by Ordinance of the Collection Commission seeks City, the remedies authorized City shall use all reasonable and diligent efforts to promptly notify the County Collector, the City Director of Finance, the City Treasurer and all other appropriate officials and persons and seek to fully implement the Payments in Lieu of Taxes and reimbursements of Reimbursable Project Costs and Surplus Distribution as provided in this Section, Contract and in the costs incurred shall be deemed Administrative Costs of the City reimbursable pursuant to Section 42Plan. C. (c) Notwithstanding anything to the contrary, herein, the lien on property within any of the a Redevelopment Project Area shall be deemed subordinate (i) released as to any public street or other public way included within any plat proposed by the Developer, effective upon the passage of an Ordinance by the City approving the same, and (ii) subordinated to the lot lines, utility easements and other similar matters established by any such plat (but not to any private access or parking rights granted or created by any such plat), effective upon the passage of Ordinance by the City as aforesaid, and to any easement or like interests granted to the City or any public utility for public facilities or utilities or connection(s) connection thereto. (d) No more than fifty percent (50%) of the Payments Lieu of Taxes shall be used to pay Reimbursable Project Costs or to repay Obligations. In accordance with the Plan, the remaining fifty percent (50%) of the Payments in Lieu of Taxes collected shall be declared as a Surplus Distribution by the City, as approved in the Plan. The City shall pay such Surplus Distribution to the appropriate Taxing Districts that generated the Payments Lieu of Taxes proportional to the current collection of revenue which said Taxing District receives from real property in the Redevelopment Area. The City may enter into an agreement with the County Collector to carry out this Surplus Distribution.

Payments in Lieu of Taxes. A. Pursuant to the provisions of the Redevelopment Plan and the Act, including, but not limited to, Section 99.845 thereof, when Tax Increment Financing was is established for the Redevelopment Area by Ordinance No. 9694 on November 17, 2008. Thereforefor a Redevelopment Project Area, the real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land for the duration of the Redevelopment Plan (and any renewal periods thereof) and shall create a lien in favor of City on each such tax parcel as constituted from time to timetime and shall be enforceable against Developer and its successors and assigns in ownership of property in the Redevelopment Project Areas. B. If the Company is required Failure to pay Payments in Lieu of Taxes as to the any property the Company owns within the in a Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes Area shall constitute a default by the owner, assignee, and/or tenant of such property (but not the Developer in the event Developer is not the owner of such property subject to property) of the provisions of Section 3435 hereof, and shall entitle City, the County Collector or any other government official or body charged with the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection CommissionAuthority") to proceed against such property and/or the tenant or the owner thereof (but not Developer in the event Developer is not the owner of such property) as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission Authority to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or of the principal of and interest on any outstanding Obligations secured by such paymentssums; provided, however, that the failure of any property in any of the a Redevelopment Project Area to yield sufficient Payments payments in Lieu lieu of Taxes taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not by itself constitute a breach or default. In Promptly upon the event designation and approval of a Redevelopment Project Ordinance, City shall use all reasonable and diligent efforts to promptly notify the Collection Commission seeks County Assessor, County Collector, the remedies authorized City Treasurer and all other appropriate officials and persons and seek to assess the property within the Redevelopment Project Areas as described in the Act and fully collect the Payments in Lieu of Taxes and implement reimbursement of Reimbursable Project Costs as provided in this Section, Contract and in the costs incurred shall be deemed Administrative Costs of the City reimbursable pursuant to Section 42Redevelopment Plan. C. Notwithstanding anything to the contrary, herein, the lien on property within any of the a Redevelopment Project Area shall be deemed subordinate (1) released as to any public street or other public way included within any plat proposed by Developer, effective upon the passage of an Ordinance by City approving the same, and (2) subordinated to the lot lines, utility easements and other similar matters established by any such plat (but not to any private access or parking rights granted or created by any such plat), effective upon the passage of Ordinance by City as aforesaid, and to any easement or like interests granted to City or any public utility for public facilities or utilities or connection(s) thereto.

Payments in Lieu of Taxes. A. Pursuant to the provisions of the Plan and the TIF Act, when Tax Increment Financing was is established for by one or more Redevelopment Project Ordinances within the Redevelopment Area by Ordinance No. 9694 on November 17, 2008. ThereforeProject Area, the real property located therein is subject to assessment for annual Payments in Lieu of Taxes. Payments in Lieu of Taxes shall be due November 30 of each year in which said amount is required to be paid and will be considered delinquent if not paid by December 31 of each such year or as otherwise determined by applicable law. The obligation to make said Payments in Lieu of Taxes shall be a covenant running with the land and shall create a lien in favor of City on each such tax parcel as constituted from time to timetime and shall be enforceable against Developer, and its successors and assigns in ownership of real property in the Redevelopment Project Area during the period each owns such real property. B. If the Company is required Failure to pay Payments in Lieu of Taxes as to the any property the Company owns within in any of the Redevelopment Project Area, then failure to pay Payments in Lieu of Taxes Area shall constitute a default by the owner of such property subject to the provisions of Section 3440, and shall entitle City, the County Collector or any other government official or body charged with the collection of any such sums (any one or more of such persons hereinafter individually or collectively referred to as the "Collection Commission") to proceed against such property and/or the owner thereof as in other delinquent property tax cases or otherwise as permitted at law or in equity, and, if applicable, such failure shall entitle the Collection Commission to seek all other legal and equitable remedies it may have to ensure the timely payment of all such sums or of the principal of and interest on any outstanding Obligations secured by such payments; provided, however, that the failure of any property in any of the Redevelopment Project Area to yield sufficient Payments in Lieu of Taxes because the increase in the current equalized assessed value of such property is or was not as great as expected, shall not constitute a breach or default. In the event the Collection Commission seeks the remedies authorized in this Section, the costs incurred shall be deemed Administrative Costs of the City reimbursable pursuant to Section 4248.B. Promptly upon the designation and approval of the Redevelopment Project Ordinance, City shall use all reasonable and diligent efforts to promptly notify the County Assessor, County Collector, the City Treasurer and all other appropriate officials and persons and seek to assess the property therein as described in the TIF Act and fully collect the Payments in Lieu of Taxes and implement reimbursement of Reimbursable Project Costs as provided in this Agreement and in the Plan. C. Notwithstanding anything to the contrary, herein, the lien on property within any of the Redevelopment Project Area shall be deemed subordinate (1) released as to any public street or other public way included within any plat proposed by Developer, effective upon the passage of an Ordinance by City approving the same, and (2) subordinated to the lot lines, utility easements and other similar matters established by any such plat, effective upon the passage of Ordinance by City as aforesaid, and to any easement or like interests granted to City or any public utility for public facilities or utilities or connection(s) thereto.