Common use of Payments in Lieu of Taxes Clause in Contracts

Payments in Lieu of Taxes. (a) The Company covenants and agrees to (i) pay the Base PILOT on or before each December 31, commencing December 31, 2016, and (ii) make PILOT Payments to the City on or before each December 31, commencing December 31, 2017, in an amount equal to 50% of the amount of ad valorem real property taxes which would otherwise be due with respect to the Project Improvements. (b) The Company and the City agree that each item of personal property financed with the Bonds shall be exempt from ad valorem taxes through 2026. Personal property financed with the Bonds is expected to be placed in service in 2016. The personal property that comprises a portion of the Project would otherwise be exempt from ad valorem personal property taxes during the entire term of the Lease, therefore the Company agrees that it shall make a PILOT Payment to the City on or before December 31 of each year, commencing December 31, 2017, in an amount equal to 50% of the ad valorem taxes which would otherwise be due with respect to the Project Equipment. (c) The Company shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 2026. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by the City to the Company before December 31, 2026, then on December 31, 2027, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the Company, the Company shall pay to the City a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the City’s ownership thereof. (d) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project were in the name of the Company and not the City. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which property declarations are required by law to be made, a report that includes the following information: (1) a list of Project Equipment acquired during the calendar year; (2) a list of the Project Improvements completed during the calendar year; and (3) such other information as the County Assessor may reasonably require to complete the assessment of the Project. The itemization shall be consistent with the information provided to the City and the Trustee under

Payments in Lieu of Taxes. (a) Because ownership of the Project Site will be transferred to the County in 2017, the real property would not be subject to ad valorem taxation for 2017 and 2018, and, therefore, the Company is required to make a PILOT payment equal to 100% of the taxes that would otherwise be due for years 2017 and 2018. The County acknowledges that the Project Improvements will be made by the Company in calendar years 2017 and 2018 and agrees that the Company shall receive 10 years of 50% ad valorem real property tax abatement beginning in 2019. In addition to the 100% PILOT payment for years 2017 and 2018, the Company covenants and agrees to (i) pay make PILOT Payments to the Base PILOT County on or before each December 31, commencing December 31, 2016, and (ii) make PILOT Payments to the City on or before each December 31, commencing December 31, 20172019, in an amount equal to 50% of the applicable percentage shown below times the amount of ad valorem real property taxes which would otherwise be due with respect to the Project Improvements.: Warehouse, Distribution, and Office Building Real Property 2019 – 2028 2018 and 2029 and thereafter (b) The Company and the City agree that each item of personal property financed with the Bonds shall be exempt from ad valorem taxes through 2026. Personal property financed with the Bonds is expected to be placed in service in 2016. The personal property that comprises a portion of the Project would otherwise be exempt from ad valorem personal property taxes during the entire term of the Lease, therefore the Company agrees that it shall make a PILOT Payment to the City on or before December 31 of each year, commencing December 31, 2017, in an amount equal to 50% of the ad valorem taxes which would otherwise be due with respect to the Project Equipment. (c) The Company Developer shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 20262028. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by the City County to the Company Developer before December 31, 20262028, then on December 31, 20272029, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the CompanyDeveloper, the Company shall pay to the City County a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the CityCounty’s ownership thereof. (dc) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project were in the name of the Company or an Affiliate and not the CityCounty. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which property declarations are required by law to be made, a report that includes the following information: (1) a list of Project Equipment acquired during the calendar year; (2) a list of the Project Improvements completed during the calendar year; and (32) such other information as the County Assessor may reasonably require to complete the assessment of the Project. The itemization shall be consistent with the information provided to the City County and the Trustee underunder the Lease.

Payments in Lieu of Taxes. (a) The Company covenants and agrees to (i) pay the Base PILOT on or before each December 31, commencing December 31, 2016, and (ii) make PILOT Payments to the City on or before each December 31, commencing December 31, 2017, in an amount equal to 50% of the amount of ad valorem real property taxes which would otherwise be due with respect to the Project Improvements. (b) The Company and the City County agree that each item of personal property financed with the Bonds shall be exempt from ad valorem personal property taxes through 2026for a period not exceeding the lesser of (i) the MACRS class life of the property as contemplated in RSMo §137.122 or (ii) seven years. Personal property financed with the proceeds of the Bonds is expected to be placed includes personal property acquired after January 1, 2017 in service in 2016connection with the Project. The personal property that comprises a portion of the Project Equipment would otherwise be exempt from ad valorem personal property taxes during the entire term of the Lease, therefore the Company agrees that it shall make a PILOT Payment to the City County (to be delivered to the County Treasurer) on or before December 31 of each year, commencing December 31, 20172018, in an amount equal to 50% the applicable percentage shown below times the amount of the ad valorem personal property taxes which would otherwise be due with respect to the Project Equipment.Equipment (calculated as set forth below): (cb) The Company shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 20262025. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by the City County to the Company before December 31, 20262025, then on December 31, 20272026, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the Company, the Company shall pay to the City County a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the CityCounty’s ownership thereof. (dc) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project were in the name of the Company and not the CityCounty. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which property declarations are required by law to be made, a report that includes the following information: (1) a list of Project Equipment acquired during the calendar year; (2) a list of the Project Improvements completed during the calendar year; and (3) such other information as the County Assessor may reasonably require to complete the assessment of the Project. The itemization shall be consistent with the information provided to the City County and the Trustee underunder the Lease. Personal property which is part of the Project and is located on the Project Site in a “state of shipping” on December 31, 2017, will be considered by the County Assessor to be first assessable on January 1, 2019. However, any such personal property which is considered in a “state of shipping” on December 31, 2017 will be assessed as of January 1, 2019 as if the personal property is in year one of its depreciation class life. Whether or not personal property is considered to be in a “state of shipping” on December 31, 2017 will be determined by the facts and circumstances surrounding the state of the personal property as of December 31, 2017, such as whether the personal property remains unpackaged and located on pallets or other evidence that the personal property has not yet been placed in service.

Payments in Lieu of Taxes. (a) The Company covenants and agrees to (i) pay that, during each year the Base PILOT on or before each December 31, commencing December 31, 2016, and (ii) make PILOT Payments to the City on or before each December 31, commencing December 31, 2017, in an amount equal to 50% of the amount of Project is exempt from ad valorem real property taxes which would otherwise be due with respect to by reason of the Project ImprovementsCity’s ownership thereof, the Company will make PILOT Payments in the specified amounts and at the times set forth in this Article III. (b) The Company and the City agree that each item of personal property financed with the Bonds shall be exempt from ad valorem taxes through 2026. Personal property financed with the Bonds is expected to be placed in service in 2016. The personal property that comprises a portion of the Project would otherwise be exempt from ad valorem personal property taxes during the entire term of the Lease, therefore the Company agrees that it shall make a PILOT Payment to the City on or before December 31 of each year, commencing December 31, 2017, in an amount equal to 50% of the ad valorem taxes which would otherwise be due with respect to the Project Equipment. (c) The Company shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 2026. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by the City to the Company before December 31, 2026, then on December 31, 2027, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the Company, the Company shall pay to the City a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the City’s ownership thereof. (d) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, Missouri as if title to the Project were in the name of the Company and not the City. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which property declarations are required by law to be made, a report that includes the following information: (1) a list of Project Equipment acquired during the calendar year; (2) a list of the Project Improvements completed during the calendar year; and (3) such other information as the County Assessor may reasonably require to complete the assessment of the Project. (c) The Assessor shall notify the Company of the assessed valuation in writing. The itemization Company shall notify the City, the Assessor and the Abatement Compliance Manager if the Company has not received such notice by July 1. (d) On or about the same date on which the Collector notifies taxpayers of taxes due under Missouri law, the Collector shall notify the Company of the amount of PILOT Payments due hereunder. The Company shall notify the City, the Assessor and the Abatement Compliance Manager if the Company has not received such notice by December 1. The amount of PILOT Payments due for each year shall be consistent with as follows: (1) For calendar year 2020 (if the information Transfer Date occurs during such year), PILOT Payments will equal 100% of the actual real property taxes that would have otherwise been payable on the Project, but for the City’s ownership thereof. (If the Transfer Date does not occur in calendar year 2020, no property tax exemption will be available in 2020 and, thus, no PILOT Payment will be required.) (2) For calendar years 2021 through 2030, PILOT Payments, subject to (h) below, will equal the following amounts: 2021 $ 30,000 2022 30,600 2023 31,212 2024 31,836 2025 32,473 2026 33,122 2027 33,785 2028 34,461 2029 35,150 2030 35,853 2031 60,000 2032 61,200 2033 62,424 2034 63,672 2035 64,946 Notwithstanding the foregoing, the above-described PILOT Payments shall only be due in the calendar year in which the Transfer Date occurs and all subsequent calendar years listed above (for example, if the Transfer Date does not occur until 2022, no property tax exemption will be available in 2021 and, thus, no PILOT Payments will be made for 2021 and the Company will only receive the property tax exemption and be subject to the above-described PILOT Payments from 2022 – 2035). (3) For each calendar year thereafter until title to the Project is transferred to the Company, PILOT Payments will equal 100% of the real property taxes that would have otherwise been payable on the Project, but for the City’s ownership thereof. (e) Each PILOT Payment shall be payable to the Collector. The Company covenants and agrees to make such PILOT Payments on or before December 31 of each year during the term of this Agreement. The Company’s failure to receive notices under (c) or (d) of this Section does not relieve the Company of its obligation to make the applicable PILOT Payments by December 31 as provided herein. (f) Within 30 days after receipt of each PILOT Payment, the Collector shall, after deducting its customary fee for collection thereof, divide each PILOT Payment among the taxing jurisdictions in proportion to the amount of the then-current ad valorem tax levy of each applicable taxing jurisdiction. (g) The Company shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 2035. (h) The City acknowledges that the Company may petition for the creation of a community improvement district on the Project Site (the “CID”), which CID may impose an up to 1.0% community improvement district sales tax (the “CID Sales Tax”). If the CID is created, the Company shall cause the CID to report the total amount of CID Sales Tax revenues received by the CID in each fiscal year in writing to the City within 30 days following the CID’s fiscal year end. If the total CID Sales Tax revenues exceed $25,000 in any fiscal year, an amount equal to the difference between applicable fiscal year’s CID Sales Tax revenues and $25,000 shall be added to the Trustee undernext PILOT Payment due pursuant to (d)(2) above. (For example, if the total CID Sales Tax revenues for the fiscal year ending June 30, 2029 are $27,000, then the PILOT Payment due on December 31, 2029 will equal ($27,000 - $25,000) + $35,150 = $37,150.)