Common use of Payments in Lieu of Taxes Clause in Contracts

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of the year following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Investment Period, for each of the 20 consecutive years following the year in which such portion of the Project is placed in service, a Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 20-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County understand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of 260.0 mils, and (3) an assessment ratio of 7%. Such fair market value must be that determined in accordance with Section 12-44-50(A)(1)(c)(i) of the Act. All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) of otherwise taxable investment (the “$7.5 Million Investment Level”), the Negotiated FILOT Payments thereafter, beginning with the Negotiated FILOT Payment pertaining to the calendar year in which the $7.5 Million Investment Level is exceeded, shall be calculated using an assessment ratio of 6% rather than 7%. (d) The Negotiated FILOT Payments are to be recalculated (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44- 50(B) of the Code, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, to less than Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments, to the extent permitted by the Act. (f) In the event that the Company has not invested at least Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00) of otherwise taxable investment in the Project before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay the difference between the fees actually paid and normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as provided in Section 12-54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (g) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (h) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (i) If taxes on real and personal property shall be replaced, in whole or in part, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of the year following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Non- Economic Development Property, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Investment Period, for each of the 20 consecutive years following the year in which such portion of the Project is placed in service, a Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 20-20- year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. (i) So long as the Company invests at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall be included in the Project and subject to the FILOT. The Company In the event that the Corporation fails to invest at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall thereafter be excluded from the Project and subject to ad valorem taxes and the Company shall pay to the County understand that legislation is being considered the difference between the amount of ad valorem taxes that would clarify that Section 12-44-30(21) of have been paid on the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a Existing Property if such property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company had not been subject to this Agreement and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years amount paid with respect to each portion the Existing Property pursuant to this Agreement, with interest thereon at the rate provided by law for late payment of taxes, but without penalty for late payment of taxes and such payment shall be due within 180 days after the Project placed in service during end of the Investment Period. The County agrees that if, and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of 260.0 315.8 mils, and (3) an assessment ratio of 76%. Such fair market value must be that determined in accordance with Section 12-44-50(A)(1)(c)(i) of the Act. All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) of otherwise taxable investment (the “$7.5 Million Investment Level”), the Negotiated FILOT Payments thereafter, beginning with the Negotiated FILOT Payment pertaining to the calendar year in which the $7.5 Million Investment Level is exceeded, shall be calculated using an The assessment ratio and millage rate set forth herein shall remain fixed for the duration of 6% rather than 7%this Agreement. (d) The Negotiated FILOT Payments are to be recalculated (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44- 44-50(B) of the Code, as provided in Section 4.034.03 hereof, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, ) hereof to less than Three Thirty-Eight Million, Eight Five Hundred Thousand and No/100ths Dollars ($3,800,000.0038,500,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) To the extent that the Infrastructure Improvement Credit is used as payment for Equipment, and Equipment is removed from the Project at any time during the life of the FILOT, the amount of the FILOT due on said Equipment for the year in which said Equipment was removed from the Project also shall be due for the two years immediately following the removal. In these regards: (i) To the extent that any payment amounts were used for both real property and Equipment or infrastructure and Equipment, all amounts will be presumed to have been first used for Equipment. (ii) If Equipment is removed from the Project but is replaced with qualifying Replacement Property, then the Equipment will not be considered to have been removed from the Project. (f) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments, to the extent permitted by the Act. (fg) In the event that the Company has not invested at least Three Thirty-Eight Million, Eight Five Hundred Thousand and No/100ths Dollars ($3,800,000.0038,500,000.00) of otherwise taxable investment in the Project (excluding the cost of acquiring the Existing Property) before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay to the County, within 180 days after the Threshold Date, the difference between the total amount of fees actually paid to the County pursuant to this Agreement (taking into account all Infrastructure Improvement Credits received) and the total amount of the normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as at the rate provided in Section 12-54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (gh) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Thirty-Eight Million, Eight Five Hundred Thousand and No/100ths Dollars ($3,800,000.0038,500,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (h) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (i) If taxes on real and personal property shall be replaced, in whole or in partwhole, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of the year following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Investment Period, for each of the 20 Twenty (20) consecutive years following the year in which such portion of the Project is placed in service, a Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 20-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County understand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and leasehold improvements to the real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate that was in effect at the leased premises as of 260.0 June 30, 2011 (which is understood to be 304.8 mils, and (3) an assessment ratio of 7%. Such fair market value must be that determined in accordance with Section 12-44-50(A)(1)(c)(i) of the Act. All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) of otherwise taxable investment (the “$7.5 Million Investment Level”), the Negotiated FILOT Payments thereafter, beginning with the Negotiated FILOT Payment pertaining to the calendar year in which the $7.5 Million Investment Level is exceeded, shall be calculated using an assessment ratio of 6% rather than 7%. (d) The Negotiated FILOT Payments are to be recalculated (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44- 50(B) of the Code, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, to less than Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments, to the extent permitted by the Act. (f) In the event that the Company has not invested at least Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00) of otherwise taxable investment in the Project before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay the difference between the fees actually paid and normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as provided in Section 12-54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (g) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (h) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (i) If taxes on real and personal property shall be replaced, in whole or in part, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.and

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of the each year following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in servicecommencing on January 15, 2013, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development PropertyProperty for which the Company is obligated, by law or agreement, to pay taxes, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the 20 thirty (30) consecutive years following the year in which such portion of the Project is placed in service, a Negotiated Filot Payment payment calculated each year as set forth in paragraphs (c) through (e) belowbelow (a “Negotiated FILOT”); and (iii) with respect to increments of the Project constituting Economic Development Property after such 2030-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County understand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is intend that, for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion phase of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) years. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage of the millage rate of 260.0 in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 76%, which shall remain fixed for the Term. Such fair market value must be that determined in accordance with Section 12-44-50(A)(1)(c)(i) by the Department of the ActRevenue. All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) of otherwise taxable investment (the “$7.5 Million Investment Level”), the The Negotiated FILOT Payments thereaftershall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, beginning with by that certain Infrastructure Financing Agreement between the Negotiated FILOT Payment pertaining County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum assessment ratio applicable to the calendar year in which the $7.5 Million Investment Level is exceeded, Project shall be calculated using an enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination of 6% rather than 7%this Agreement. (d) The Negotiated FILOT Payments are to be recalculated (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44- 44-50(B) of the Code, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, to less than Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments, Payments to the extent permitted by and in accordance with the Act. (f) In the event that the Company has not invested at least Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00) of otherwise taxable investment in the Project before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay the difference between the fees actually paid and normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as provided in Section 12-54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (g) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (h) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (i) If taxes on real and personal property shall be replaced, in whole or in part, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of the year following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Investment Period, for each of the 20 consecutive years following the year in which such portion of the Project is placed in service, a Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 20-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. (i) So long as the Company invests at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall be included in the Project and subject to the FILOT. The Company In the event that the Corporation fails to invest at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall thereafter be excluded from the Project and subject to ad valorem taxes and the Company shall pay to the County understand that legislation is being considered the difference between the amount of ad valorem taxes that would clarify that Section 12-44-30(21) of have been paid on the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a Existing Property if such property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company had not been subject to this Agreement and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years amount paid with respect to each portion the Existing Property pursuant to this Agreement, with interest thereon at the rate provided by law for late payment of taxes, but without penalty for late payment of taxes and such payment shall be due within 180 days after the Project placed in service during end of the Investment Period. The County agrees that if, and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of 260.0 315.8 mils, and (3) an assessment ratio of 76%. Such fair market value must be that determined in accordance with Section 12-44-50(A)(1)(c)(i) of the Act. All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) of otherwise taxable investment (the “$7.5 Million Investment Level”), the Negotiated FILOT Payments thereafter, beginning with the Negotiated FILOT Payment pertaining to the calendar year in which the $7.5 Million Investment Level is exceeded, shall be calculated using an The assessment ratio and millage rate set forth herein shall remain fixed for the duration of 6% rather than 7%this Agreement. (d) The Negotiated FILOT Payments are to be recalculated (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44- 50(B) of the Code, as provided in Section 4.034.03 hereof, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, ) hereof to less than Three Thirty-Eight Million, Eight Five Hundred Thousand and No/100ths Dollars ($3,800,000.0038,500,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) To the extent that the Infrastructure Improvement Credit is used as payment for Equipment, and Equipment is removed from the Project at any time during the life of the FILOT, the amount of the FILOT due on said Equipment for the year in which said Equipment was removed from the Project also shall be due for the two years immediately following the removal. In these regards: (i) To the extent that any payment amounts were used for both real property and Equipment or infrastructure and Equipment, all amounts will be presumed to have been first used for Equipment. (ii) If Equipment is removed from the Project but is replaced with qualifying Replacement Property, then the Equipment will not be considered to have been removed from the Project. (f) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments, to the extent permitted by the Act. (fg) In the event that the Company has not invested at least Three Thirty-Eight Million, Eight Five Hundred Thousand and No/100ths Dollars ($3,800,000.0038,500,000.00) of otherwise taxable investment in the Project (excluding the cost of acquiring the Existing Property) before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay to the County, within 180 days after the Threshold Date, the difference between the total amount of fees actually paid to the County pursuant to this Agreement (taking into account all Infrastructure Improvement Credits received) and the total amount of the normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as at the rate provided in Section 12-12- 54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (gh) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Thirty-Eight Million, Eight Five Hundred Thousand and No/100ths Dollars ($3,800,000.0038,500,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (h) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (i) If taxes on real and personal property shall be replaced, in whole or in partwhole, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of the year following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Investment Period, for each of the 20 consecutive years following the year in which such portion of the Project is placed in service, a Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 20-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County understand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of 260.0 mils, and (3) an assessment ratio of 7%. Such fair market value must be that determined in accordance with Section 12-44-50(A)(1)(c)(i) of the Act. All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) Dollars of otherwise taxable investment (the “$7.5 Million Investment Level”)investment, the Negotiated FILOT Payments thereafter, beginning with the Negotiated FILOT Payment pertaining to the calendar year in which the $7.5 Million Investment Level is exceeded, thereafter shall be calculated using an assessment ratio of 6% rather than 7%. (d) The Negotiated FILOT Payments are to be recalculated (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44- 50(B) of the Code, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, to less than Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments, to the extent permitted by the Act. (f) In the event that the Company has not invested at least Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00) of otherwise taxable investment in the Project before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay the difference between the fees actually paid and normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as provided in Section 12-54-25 of the Code (or any successor provision)Code. To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (g) . In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (hg) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (ih) If taxes on real and personal property shall be replaced, in whole or in part, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.