Common use of Taxes, Other Governmental Charges and Utility Charges Clause in Contracts

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessor.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Company shall, throughout the Lease Term, duly pay and discharge, as expressly limited by this Sectionthe same become due and payable: (i) all taxes, Lessee shall pay all taxes special assessments for benefits and other governmental charges of any kind which are whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the Equipmentinterests of the Issuer, of the Rental Payments Company and of the Holder in the Project, (ii) any taxes levied upon or any part thereofwith respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or which become due during a charge on the Term of this Leaserevenues and receipts therefrom prior to or on a parity with the charge, whether assessed against Lessee or Lessor. Lessee shall also pay when due pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iv) other levies, permit fees, inspection and license fees and all special assessments other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and charges lawfully made by any governmental body profits of the Project or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer’s right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer does not pay property taxes on its interest in the Project. The Company’s interest in the Project is a mere usufruct and bailment for public improvements that may hire (which are not separately taxable estates) and not an estate for years (which would be secured by a lien an estate in which the leasehold interest would be taxable based on the Equipment; provided value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated liable for no actual taxes on its leasehold or bailment for hire interest in the Project. However, in order to pay only such installments as are required prevent the taxing authorities from being deprived of revenues relating to be paid the Project during the Term period title thereto is in the Issuer, the Company shall, in consideration of this Lease as the lease structure and when the same become due. Lessee shall not be required to pay any federalother benefits, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made make payments in lieu of taxes in accordance with the payment percentages and terms provided in the Economic Development Agreement. Notwithstanding anything herein to the contrary, the Issuer cannot and does not warrant, guaranty or as promise any particular ad valorem tax treatment resulting from this Lease. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a substitute for any taxlien or encumbrance on the Project. (b) Upon notifying the Holder and the Issuer of its intention to do so, assessment or charge which is the obligation of Lessee under this Section. Lessee Company may, at its own expense and in its own name, name and behalf or in the name and behalf of the Issuer and in good faith faith, contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom, in but only so long as neither the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or Project nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event Lessee the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall promptly pay such taxesbe entitled to enforce the provisions of this Section, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory and the Issuer’s right to Lessorenforce the same is one of the Unassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section(a) Trustor shall pay, Lessee shall pay prior to delinquency, all real property taxes and assessments, general and special, and all other charges of any kind kind, including without limitation non- governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and restrictions affecting the Security, which are at any time lawfully assessed or levied against imposed upon the Security or with respect to upon Trustor as owner or operator of the EquipmentSecurity, or become due and payable, and which create or may create a lien upon the Rental Payments Security, or any part thereof, or which become due during the Term of this Leaseupon any personal property, whether assessed against Lessee equipment or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred facility used in the operationoperation or maintenance thereof (all the above collectively hereinafter referred to as “Impositions”); provided, maintenancehowever, usethat if, occupancy and upkeep by law, any Imposition is payable, or may at the option of the Equipmenttaxpayer be paid, and all special assessments and charges lawfully made by any governmental body for public improvements that in installments, Trustor may be secured by a lien on pay the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid same in installments over a period of years, Lessee shall be obligated to pay only such installments (together with any interest charged) as are required to be paid during the Term of this Lease as and when the same become duedue and before any fine, penalty or cost may be added thereto for the nonpayment of any such installment. Lessee Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and by appropriate proceedings, the validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of all contested liabilities and so long as the security and value of Beneficiary’s interest under this Deed of Trust are not impaired as a result of such contest. (b) If at any time after the date hereof there shall be required to pay any federal, state assessed or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, imposed (1) a tax or other similar tax payable by Lessor, its successors or assigns, unless such tax is made assessment on the Security in lieu of or as in addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or (2) a substitute for any taxlicense fee, tax or assessment imposed on Beneficiary and measured by or charge which is based in whole or in part upon the obligation amount of Lessee under this Section. Lessee maythe outstanding Obligations secured hereby, at its own expense and in its own name, in good faith contest any then all such taxes, assessmentsassessments or fees shall be deemed to be included within the term “Impositions” as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, utility Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Obligations secured hereby. (c) Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such Imposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other charges andproof satisfactory to Beneficiary, in evidencing the payment thereof. Trustor shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. (d) In the event that Trustor shall fail to pay any of any such contestthe foregoing items required by this Section to be paid by Trustor, Beneficiary may permit (but shall be under no obligation to) pay the taxessame, assessments, utility or other charges so contested to remain unpaid during after the period Beneficiary has notified the Trustor of such contest failure to pay and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the interest date of Lessor in such advance at the Equipment will be materially endangered greater of twelve percent (12%) per annum or the Equipment or any part thereof will maximum rate permitted by law (hereinafter the “Agreed Rate”), shall become an additional Obligation of Trustor to the Beneficiary and shall be subject secured hereby, and Trustor agrees to loss or forfeiture, in which event Lessee shall promptly pay all such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessoramounts.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionThis is a net lease and, in addition to paying the Rental Payments and Additional Payments hereunder, except to the extent that certain costs are paid pursuant to Section 4.2 of the Project Service Agreement, Lessee shall be responsible for and shall pay any and all expenses of owning, operating, maintaining and repairing the Project incurred from and after the date hereof until the expiration of the Lease Term and any and all other costs, charges, assessments, expenses and taxes of every kind and other character, ordinary or extraordinary, arising out of or incurred in connection with the use or occupancy of the Project or the execution, delivery and performance by Lessee of this Lease, whether or not such cost, charge, assessment, expense or tax is expressly referred to herein, so as to allow the Lessor to receive the Rental Payments as net rent. Without limiting the generality of the foregoing, the Lessee shall pay, as the same respectively become due, all taxes, assessments, whether general or special, and governmental charges of any kind which are whatsoever that may at any time during the Lease Term be lawfully assessed or levied against or with respect to the EquipmentProject (including, without limitation, any taxes levied upon or with respect to the Rental Payments revenues, income or profits of the Lessee from the Project) which, if not paid, may become or be made a lien on the Project or any part thereof, or which become due during the Term of this Leasea charge on such revenues, whether assessed against Lessee or Lessor. Lessee shall also pay when due income and profits therefrom, and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject during the Lease Term; provided, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that lawfully may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. The Lessee may, at its own expense and in its own nameexpense, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, may permit the taxes, assessments or other charges so contested to remain unpaid unless the Lessor shall notify the Lessee that, in the reasonable opinion of Independent Counselthe Lessor, by nonpayment of any such items the interest Project or any part of Lessor in the Equipment Project will be materially endangered affected or the Equipment Project or any part thereof will be subject to imminent loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges shall be paid or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorprovisions for payment by deposit or bonding shall be made promptly by the Lessee.

Taxes, Other Governmental Charges and Utility Charges. Except The Board and the Company acknowledge (a) that under present law no part of the Project owned by the Board will be subject to ad valorem taxation by the State of Alabama or by any political or taxing subdivision thereof and that under present law the income and profits (if any) of the Board from the Project are not subject to either Federal or Alabama taxation, and (b) that these factors, among others, induce the Company to enter into this Lease Agreement. However, the Company will pay, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, Project or the Rental Payments Leased Equipment or any part thereofmachinery, equipment or which other property installed or brought by the Company in the Plant (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Board from the Project which, if not paid, will become due during a lien on the Term Project prior to the lien of this Leasethe Mortgage or a charge on the revenues and receipts therefrom prior to the charge thereon and pledge or assignment thereof to be created and made in the Mortgage), whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term term hereof. The foregoing provisions of this Lease section shall be effective only so long as and when any part of the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu principal of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Sectioninterest on the Bonds remains outstanding and unpaid. Lessee The Company may, at its own expense and in its own namename and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor by such action the title of the Board to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part thereof will be shall become subject to loss or forfeiture, forfeiture in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid prior to becoming delinquent. The Board will cooperate fully with full security against the Company in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee the Council shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the EquipmentFacilities, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee the Council or the Lessor. Lessee The Council shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentFacilities, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentFacilities; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Council shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee The Council shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee the Council under this Section. Lessee The Council may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Lessor shall notify Lessee the Council that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the Lessor in the Equipment Facilities will be materially endangered or the Equipment Facilities or any part thereof will be subject to loss or forfeiture, in which event Lessee the Council shall promptly pay such taxes, assessments, utility or other charges or provide the Lessor with full security against any loss which may result from nonpayment, in form satisfactory to the Lessor.

Taxes, Other Governmental Charges and Utility Charges. (a) Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind whatsoever which are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Lease-Purchase Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on of the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, corporate or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. . (b) Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested contest to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or for forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in the form satisfactory to Lessor.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited The Issuer and the Lessee further acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either federal or Georgia taxation and these factors have induced the Lessee to enter into this SectionLease. However, under current law and pursuant to the uniform assessment methodologies applied by the Fxxxxx County Board of Assessors, the Lessee shall pay pay, as the same become lawfully due and payable, (i) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, interest held by the Rental Payments or any part thereof, or which become due during the Term of Lessee under this Lease, whether assessed against (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Project or any machinery, equipment or related property installed or brought by the Lessee therein or Lessor. Lessee shall also pay when due thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Issuer from the Project which, if not paid, will become a charge on the rents, revenues and receipts from the Project prior to or on a parity with the pledge or assignment thereof created and made in the Indenture), (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term Lease Term. It is the understanding and intent of this Lease the parties that the Issuer’s acquisition of title to the Project, including but not limited to the leased equipment comprising a portion of the Project, shall be solely for the purpose of leasing the same to the Lessee pursuant to the terms hereof. Without limiting the generality of the preceding paragraph concerning payment by the Lessee of all taxes and governmental charges of any kind whatsoever upon or with respect to the Project, it is specifically agreed that the Lessee shall pay, as and when the same become duelawfully due and payable, either in its own name and behalf or in the name and behalf of the Issuer as appropriate, any sales or use taxes due upon payments of rent pursuant to Section 5.3 hereof attributable to leased equipment. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor therefrom. The Issuer shall notify cooperate fully with the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorcontest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Borrower shall pay before any interest, collection fees or penalties shall accrue, every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Borrower in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any portion thereof, including, without limitation, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to any machinery, equipment or other property installed or brought by the EquipmentBorrower with the proceeds of the Bonds (including, without limiting the Rental Payments generality of the foregoing, any taxes levied upon or any part thereofwith respect to the receipts, income or which become due during profits of the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due Issuer from the Project and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject); provided, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Borrower shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same they become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Borrower may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility assessments and other charges and, as provided in the event Reimbursement Agreement. The Borrower shall furnish to the Issuer promptly, upon request, proof of the payment of any such contesttax, may permit the taxes, assessments, utility assessment or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thatgovernmental or similar charge, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in other charge which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessoris payable by the Borrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The IDB and the Lessee acknowledge that (i) under the law in existence as expressly limited of the Issue Date, by reason of the entry by the IDB and Lessee's assignor into the Original Leases prior to May 21, 1992 (the effective date of Act No. 92-599, Legislature of Alabama), and by reason of the renewal provisions contained in the Original Leases, no part of the Project owned by the IDB will be subject, throughout the Lease Term, to ad valorem taxation by the State or by any political or taxing subdivision thereof; (ii) under the law in existence as of the Issue Date, the income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) these factors, among others, induced the Lessee to enter into this SectionLease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee shall pay may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will pay, as the same respectively become due, all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which other property installed or brought by the Lessee onto the Realty (including, without limiting the generality of the foregoing, (i) any taxes levied on or with respect to the income or profits of the IDB from the Project which, if not paid, will become due during a lien on the Term Project or a charge on the revenues and receipts from the Project prior to or on a parity with the lien of this Lease, whether any of the Mortgages thereon and (ii) any ad valorem taxes levied or assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred upon Lessee's interest in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject), and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Term. (b) The Lessee shall not be required agrees to pay any federalall gas, state or local incomeelectric, inheritancelight and power, estatewater, successionsewer and all other charges for the operation, transfermaintenance, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu use and upkeep of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Project. (c) The Lessee may, subject to the provisions of the Mortgages, at its own expense and in its own namename and behalf or in the name and behalf of the IDB, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor by such action the title of the IDB to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part part-thereof will be shall become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid forthwith by the Lessee. The IDB will cooperate fully with full security against the Lessee in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Company shall, throughout the Lease Term, duly pay and discharge, as expressly limited by this Sectionthe same become due and payable: (i) all taxes, Lessee shall pay all taxes special assessments for benefits and other governmental charges of any kind which are whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the Equipmentinterests of the Issuer, of the Rental Payments Company and of the Holder in the Project, (ii) any taxes levied upon or any part thereofwith respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or which become due during a charge on the Term of this Leaserevenues and receipts therefrom prior to or on a parity with the charge, whether assessed against Lessee or Lessor. Lessee shall also pay when due pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iv) other levies, permit fees, inspection and license fees and all special assessments other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and charges lawfully made by any governmental body profits of the Project or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer’s right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer does not pay property taxes on its interest in the Project. The Company’s interest in the Project is a mere usufruct and bailment for public improvements that may hire (which are not separately taxable estates) and not an estate for years (which would be secured by a lien an estate in which the leasehold interest would be taxable based on the Equipment; provided value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated liable for no actual taxes on its leasehold or bailment for hire interest in the Project. However, in order to pay only such installments as are required prevent the taxing authorities from being deprived of revenues relating to be paid the Project during the Term period title thereto is in the Issuer, the Company shall, in consideration of this Lease as the lease structure and when the same become due. Lessee shall not be required to pay any federalother benefits, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made make payments in lieu of taxes in accordance with the payment percentages and terms provided in the Economic Development Agreement. Notwithstanding anything herein to the contrary, the Issuer cannot and does not warrant, guaranty or as promise any particular ad valorem tax treatment resulting from this Lease. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any taxes, payments in lieu of taxes and other charges which may be or become a substitute for any taxlien or encumbrance on the Project. (b) Upon notifying the Holder and the Issuer of its intention to do so, assessment or charge which is the obligation of Lessee under this Section. Lessee Company may, at its own expense and in its own name, name and behalf or in the name and behalf of the Issuer and in good faith faith, contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom, in but only so long as neither the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or Project nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event Lessee the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall promptly pay such taxesbe entitled to enforce the provisions of this Section, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory and the Issuer’s right to Lessorenforce the same is one of the Unassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. Except CIC and the Sublessee acknowledge: (a) that under present law no part of the Subleased premises is subject to ad valorem taxation by the State or by any political or taxing subdivision thereof. If, however, such conditions should cease to exist, the Sublessee agrees that it will pay, as expressly limited by this Section, Lessee shall pay the same respectively become due (1) all taxes and other governmental charges of any kind which are at any time whatsoever that may be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Subleased premises or any part thereof, that may be or which become due during secured by a lien thereof or on any part thereof (including, without limiting the Term generality of this Leasethe foregoing, whether assessed against Lessee all taxes levied upon or Lessor. Lessee shall also pay when due with respect to the income or profits of CIC or the City of Tarrant City from the Subleased premises which, if not paid, will become a lien on the Subleased premises prior to or on a parity with the lien of the indenture or a charge on the revenues and receipts therefrom prior to or on a parity with the pledge and assignment thereof to be created and made in the Indenture); (2) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentSubleased premises etc., and (2) all special assessments and charges at any time lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentSubleased premises or any part thereof; provided provided, that with respect to special assessments or other governmental government charges that may lawfully be paid in installments over a period of years, Lessee the Sublessee shall be obligated to pay only such installments as are required to be paid come due during the Term Sublease Term. If the Sublessee shall first notify CIC of this Lease as and when its intention so to do, the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Sublessee may, in good faith and at its own expense and in its own namename and behalf or in the name and behalf of CIC, in good faith contest any such taxes, assessments, utility and assessments or other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor CIC shall notify Lessee that, in be of the opinion that by such action the title of Independent Counsel, by nonpayment the City of Tarrant City to or the lien of the Indenture on any such items part of the interest of Lessor in the Equipment will Subleased premises shall be materially endangered or the Equipment Subleased premises or any part thereof will be shall become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid prior to becoming delinquent. CIC will cooperate fully with full security against the Sublessee in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, The Lessee shall duly pay and discharge, as the same become due and payable, (i) all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment, furnishings, or which become other property installed by the Lessee thereon, including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the lease revenues and receipts of the Lessor from the Project, including all ad valorem taxes or payments in lieu of such taxes lawfully assessed upon the Lessee’s rights in and to the Project and all payments due during under the Term of this LeasePILOT Agreement, whether assessed against Lessee or Lessor. Lessee shall also pay when due (ii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the ownership, operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iii) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when Term. If the same become due. Lessee shall not be required first notify the Lessor of its intention so to pay any federaldo, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, name and behalf or in the name and behalf of the Lessor and in good faith faith, contest any such taxes, assessments, utility and other charges in accordance with the provisions of Section 6.08 and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessortherefrom.

Taxes, Other Governmental Charges and Utility Charges. Except The Lessee agrees to pay, as expressly limited by this Sectionthe same becomes due, Lessee shall pay the following: (i) all taxes and other governmental charges of any kind which are at any time including all penalties, interests and statutory assessments whatsoever that may lawfully be assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due Project; and (ii) all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during any period which the Term of this Lease as and when shall be in effect. The Board will promptly forward to the same become due. Lessee shall not be required to pay any federalbills, state or local incomestatements, inheritanceassessments, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, notices or other similar tax payable by Lessorinstruments asserting or otherwise relating to any such taxes, its successors assessments or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Sectioncharges. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments, assessments and utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor by such action the title of the Board to any portion of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or impaired or the Equipment Project or any part thereof will be shall become subject to material loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, or charges shall be paid prior to their becoming delinquent. The Board will cooperate fully with the Lessee in any such contest. The Lessee will also pay, as the same respectively becomes due, all utility or and other similar charges or provide Lessor with full security against any loss which may result from nonpaymentincurred in the operation, in form satisfactory to Lessormaintenance, use and upkeep of the Project.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Company shall, throughout the Lease Term, duly pay and discharge, as expressly limited by this Sectionthe same become due and payable: (i) all taxes, Lessee shall pay all taxes special assessment for benefits and other governmental charges of any kind which are whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the Equipmentinterests of the Issuer, of the Rental Payments Company and of the Holder in the Project, (ii) any taxes levied upon or any part thereofwith respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or which become due during a charge on the Term of this Leaserevenues and receipts therefrom prior to or on a parity with the charge, whether assessed against Lessee or Lessor. Lessee shall also pay when due pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iv) other levies, permit fees, inspection and license fees and all special assessments other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and charges lawfully made by any governmental body profits of the Project or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer’s right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer’s interest in the Project is exempt from ad valorem taxes The Company’s leasehold interest in the Project is a mere usufruct and bailment for public improvements that may hire (which are not separately taxable estates) and not an estate for years (which would be secured by a lien an estate in which the leasehold interest would be taxable based on the Equipment; provided that with respect to special assessments or value of the leasehold interest). Thus, while this 2008 Lease is in effect, the Company shall pay no actual taxes on its leasehold interest in the Project. However, the Company shall, in consideration of the lease structure and other governmental charges that may lawfully be paid in installments over a period of yearsbenefits, Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made make payments in lieu of taxes, in accordance with the payment percentages and terms provided in the Second Amended and Restated Memorandum of Understanding (the “2008 MOU”), dated as of even date herewith, provided however, that if the Project becomes subject to any actual ad valorem property taxes, the amount thereof shall be credited against any such payments in lieu of taxes. Further, if and so long as the Project is not subject to ad valorem taxes, the Company shall make any payments in lieu of taxes required by the 2008 MOU. The Company shall exhibit to Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or as become a substitute for any taxlien or encumbrance on the Project. (b) Upon notifying the Holder of its intention to do so, assessment or charge which is the obligation of Lessee under this Section. Lessee mayCompany, at its own expense and in its own name, name and behalf or in the name and behalf of the Issuer and in good faith faith, may contest any such taxes, payments in lieu of taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, payments in lieu of taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom, in but only so long as neither the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or Project nor any part thereof will be subject to imminent loss or forfeiture, forfeiture by reason of such nonpayment. The procedures for contesting actual taxes shall be in which event Lessee shall promptly pay such accordance with applicable statutes; a declaratory judgment action may be used to contesting payments in lieu of taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessor.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The IDB and the Company acknowledge (i) that under present law, by reason of the Abatement Agreement, the 2017 Project is exempt, throughout the Abatement Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as expressly limited by is levied for educational purposes; (ii) that under present law the income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) that these factors, among others, induced the Company to enter into this SectionLease. In the event such exemptions are terminated or deemed inapplicable, Lessee the Company may at its option terminate this Lease upon payment in full of all Bond Service Charges then due and compliance with the other provisions of Section 3.7 hereof, whereupon the IDB shall pay convey the same to the Company. Notwithstanding the foregoing, the Company will pay, as the same respectively become due, all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the EquipmentProjector any machinery, equipment or other property installed or brought by the Rental Payments Company onto the Leased Realty (including, without limiting the generality of the foregoing, (i) any taxes levied on or with respect to the income or profits of the IDB from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts from the Project prior to or on a parity with the lien of the Mortgage thereon and (ii) any part thereof, ad valorem taxes levied for educational purposes or which become due during assessed upon the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred Company’s interest in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject), and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required Term. (b) The Company agrees to pay any federalall gas, state or local incomeelectric, inheritancelight and power, estatewater, successionsewer and all other charges for the operation, transfermaintenance, giftuse and upkeep of the Project. (c) The Company may, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu subject to the provisions of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee mayMortgage, at its own expense and in its own namename and behalf or in the name and behalf of the. IDB, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor by such action the title of the IDB to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part thereof will be shall, in the reasonable judgment of the Holder, become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid forthwith by the Company. The IDB will cooperate fully with full security against the Company in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Borrower shall pay before any interest, collection fees or penalties shall become due, every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Borrower in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any portion thereof, including, without limitation, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which become due during other property installed or brought by the Term Borrower therein or thereon (including, without limiting the generality of this Leasethe foregoing, whether assessed against Lessee any taxes levied upon or Lessor. Lessee shall also pay when due with respect to the receipts, income or profits of the Issuer from the Project and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject); provided, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Borrower shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same they become due. Lessee shall not The parties acknowledge that the Project will be required subject to pay ad valorem taxation unless the appropriate local taxing authorities (County and City governing bodies) agree that the Project will be exempt in whole or in part from such taxes. Notwithstanding the foregoing or any federalcontrary provision in any of the Loan Documents, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Borrower may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility assessments and other charges andby appropriate proceedings provided adequate financial reserves have been established on its books and records in accordance with generally accepted accounting principles, in and during such contest Borrower’s failure to pay such obligations shall not constitute a default of Borrower. The Borrower shall furnish to the event Issuer promptly, upon request, proof of the payment of any such contesttax, may permit the taxes, assessments, utility assessment or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thatgovernmental or similar charge, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in other charge which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessoris payable by the Borrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. Except The Company shall, throughout the Term of this Agreement, pay or cause to be paid as expressly limited by this Sectionthe same become due and payable, Lessee shall pay all (a) any taxes and other governmental charges of any kind which are at any time whatsoever lawfully assessed or levied against and properly due upon or with respect to the EquipmentProject or the interest of the Company under this Agreement, (b) all taxes and governmental charges of any kind whatsoever upon or with respect to the Rental Payments Project or any part thereofimprovements thereon or machinery, Equipment or which become due during other personal property installed or brought by the Term Company or any subtenant of this Leasethe Company therein or thereon, whether assessed against Lessee or Lessor. Lessee shall also pay when due (c) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project and (d) all special assessments and charges lawfully and properly made by any governmental body for public improvements that may be secured by a lien or charge on the EquipmentProject; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required they become due and payable; provided further that the Company may, in its own name and/or in the name and on behalf of the Issuer, contest any of the items in (a) through (d) in good faith through appropriate proceedings. The provisions set forth above shall, as to ad valorem taxes, not be deemed to be paid an admission by the Issuer or the Company that any ad valorem taxes assessed against the Project are properly payable with respect to the Project, it being the understanding of the parties that, under the Act, the Issuer’s interest in the Project is exempt from ad valorem taxes and that, in accordance with the PILOT Agreement, the interest in the Project created hereby in the Company, under current Georgia law, is a mere usufruct and/or bailment for hire, which is not a taxable interest for purposes of ad valorem taxation. The Issuer hereby appoints the Company as its attorney-in-fact for the purposes of contesting the proposed imposition of any ad valorem taxes with respect to the Project (including, without limitation, any proceedings regarding the valuation of property for tax purposes) or to otherwise act for and on behalf of the Issuer in connection with any ad valorem tax proceedings, and the Issuer will cooperate with the Company in connection with any such proceedings. The Company shall, in consideration of this Agreement and other benefits, make payments in lieu of taxes (the “PILOT Payments”) in accordance with the terms provided in Exhibit D hereto and in the EDA; provided, however, in the event that ad valorem taxes are levied on the Project, then the Company will receive a credit against its obligation to make PILOT Payments to the extent of such ad valorem taxes paid. Notwithstanding anything herein to the contrary, the Issuer cannot and does not warrant, guaranty or promise any particular ad valorem tax treatment resulting from this Agreement. Provided, however, that the Issuer will not take any action or sell, assign, transfer or convey the Project during the Term of this Lease Agreement in a manner which might reasonably be construed as and when tending to cause or induce the same become duelevy or assessment of ad valorem taxes on the Project. Lessee The Company shall not be required to pay provide, upon request, evidence of payment of any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility PILOT Payments and other charges and, in which are or may become a lien or encumbrance on the event Project. The right to receive and to enforce collection of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during PILOT Payments is one of the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to LessorIssuer’s Reserved Rights.

Taxes, Other Governmental Charges and Utility Charges. Except 8.4.1 From and after the Effective Date, the Lessee will pay promptly, as expressly limited by this Sectionthe same become due, Lessee shall pay (i) all taxes Taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the EquipmentMHS Facilities or any interest thereon or any machinery, equipment or other property installed or brought by the Lessee therein or thereon which, if not paid, will become an Encumbrance on the Acquired Assets, the Rental Payments MHS Facilities or any part thereofthe Lessee’s revenues from operations of MHS, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due (ii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred incuffed in the operation, maintenance, use, occupancy and upkeep of the Equipment, MHS Facilities and (iii) all special assessments and charges lawfully made by any governmental body Governmental Entity for public improvements that may be secured by a lien an Encumbrance on the EquipmentAcquired Assets, the MHS Facilities or the Lessee’s revenues from operations of MHS; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of yearsinstallments, the Lessee shall be obligated to pay only such installments as are required to be paid may have become due during the Term of this Lease as and when the same become due. Term. 8.4.2 The Lessee shall not be required timely file (including extensions) any Tax Return for Taxes which are filed after the Effective Date. With respect to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge Tax Return that relates both to pre-Closing and post-Closing which is filed after the obligation Effective Date, the Lessee shall prepare such Tax Returns consistent with applicable Tax law and shall provide a copy of Lessee under this Section. such Tax Returns to the City. 8.4.3 The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the City, in good faith contest the validity or application of any such taxescharge described in Section 8.4.1, assessmentsincluding the existence of any Taxes, utility liens, assessments and other charges andcharges, and in the event of any such contest, the Lessee may permit the taxesTaxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify therefrom. The City, at the reasonable request of the Lessee, will cooperate fully with the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor contest described in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorthis Section 8.4.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Issuer and the Company acknowledge that (i) under the law in existence as expressly limited of the Issue Date, (A) by reason of the entry by the Issuer and Kinark into the Original Lease prior to May 21, 1992, the Existing Facilities will not be subject, until September 2, 1999, to ad valorem taxation by the State or by any political or taxing subdivision thereof, and (B) by reason of the Inducement Agreement, the New Facilities are exempt, throughout the Maximum Exemption Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as is levied for educational purposes; (ii) under the law in existence as of the Issue Date, the income and profits (if any) of the Issuer from the Project are not subject to either federal or State taxation; and (iii) these factors, among others, induced the Company to enter into this SectionLease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project, Lessee the Company may at its option terminate this Lease Agreement upon payment in full of all Debt Service then due and compliance with the other provisions of Section 3.8 hereof, whereupon the Issuer shall pay convey the same to the Company. However, the Company will pay, as the same respectively become due, all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which other property installed or brought by the Company onto the Leased Realty (including, without limiting the generality of the foregoing, (i) any taxes levied on or with respect to the income or profits of the Issuer from the Project which, if not paid, will become due during a lien on the Term Project or a charge on the revenues and receipts from the Project prior to or on a parity with the lien of this Lease, whether the Mortgage thereon and (ii) any ad valorem taxes levied for educational purposes or assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred upon the Company's interest in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject), and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required Term. (b) The Company agrees to pay any federalall gas, state or local incomeelectric, inheritancelight and power, estatewater, successionsewer and all other charges for the operation, transfermaintenance, giftuse and upkeep of the Project. (c) The Company may, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu subject to the provisions of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee mayMortgage, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor by such action the title of the Issuer to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part thereof will be shall become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid forthwith by the Company. The Issuer will cooperate fully with full security against the Company in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Issuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as expressly limited by this Sectionset forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee shall pay and the Xxxxxx County Board of Tax Assessors (the "Property Tax Memorandum"). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become lawfully due and payable, (i) all ad valorem taxes assessed with respect to the Lessee's leasehold interest in the Project during the Lease Term; (ii) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which other property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Issuer from the Project which, if not paid, will become due during a lien on the Term Project or a charge on the revenues and receipts therefrom prior to or on a parity with the lien or charge of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due the Indenture; (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project; and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term Lease Term. (b) It is the understanding and intent of this Lease as and when the parties that the Issuer's acquisition of title to the Project, including but not limited to the Equipment, shall be solely for the purpose of leasing the same become dueto the Lessee pursuant to the terms hereof. It is further the understanding and intent of the parties that, for purposes of the sales and use taxes imposed by Article 8 of Title 48 of the Official Code of Georgia Annotated, the conveyance to the Issuer of title to the Project or any portion thereof by the Lessee as contemplated herein shall not be required to pay any federala taxable transaction for sales and use tax purposes in accordance with the holding of Footpress Corporation x. Xxxxxxxxxx, state or local income242 Ga. 686, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. 251 S.E.2d 278 (1978). (c) The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify therefrom. The Issuer will cooperate fully with the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorcontest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee shall pay The Company will pay (a) all taxes and other governmental charges of any kind which are at any time whatsoever that may lawfully be assessed or levied against or with respect to the EquipmentProject, including, without limiting the Rental Payments generality of the foregoing, any taxes levied upon or with respect to any part thereofof the receipts, income or which profits of the Council from the Project and any other taxes levied upon or with respect to the Project which, if not paid, would become due during a lien on the Term of this Lease, whether assessed against Lessee Project or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, a charge on the revenues and other charges incurred receipts therefrom prior to or on a parity with the pledge and assignment thereof made in the operation, maintenance, use, occupancy and upkeep of the Equipment, and Indenture, (b) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during any period while the Term of this Lease as and when shall be in effect, and (c) all claims or judgments which, if not paid or discharged, would give rise to a lien on the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporateProject, or other similar tax payable by Lessora charge on the revenues of the Council from the Project prior to, its successors or assignson a parity with, unless the pledge and assignment of such tax is revenues made in lieu of the Indenture. The Council will forward to the Company, promptly following its receipt thereof, any bills, statements, assessments, notices or as a substitute for other instruments asserting or otherwise relating to any taxsuch taxes, assessment assessments or charge which is the obligation of Lessee under this Sectioncharges. Lessee The Company may, at its own expense and in its own namename and behalf or in the name and behalf of the Council, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may may, if it so notifies the Council and the Trustee in writing, permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom. The Council will cooperate fully with the Company in any such contest. The Company will also pay, as the same respectively become due, all utility and other similar charges incurred in the opinion operation, maintenance, use and upkeep of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to LessorProject.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionThe Company shall pay, Lessee or cause to be paid before the same shall pay become delinquent, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the EquipmentProject, including any equipment or related property installed or brought by the Rental Payments Company therein or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due thereon and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with Project. With respect to special assessments or other governmental charges that lawfully may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueterm hereof. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Company may, at its own expense and in its own nameexpense, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor the Issuer or the Trustee shall notify Lessee the Company that, in the opinion of Independent Counselcounsel, by nonpayment of any such items the interest lien of Lessor in the Equipment Indenture will be materially endangered or the Equipment Project, or any part thereof thereof, will be subject to material loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid promptly by the Company. The Company also agrees to comply at its own cost and expense with all notices received from public authorities from and after the date hereof. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by it, utility the Issuer or other charges the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or provide Lessor the Trustee shall become an additional obligation of the Company to the Issuer or the Trustee, as the case may be, making the advancement, which amounts, together with full security against any loss which may result interest thereon from nonpaymentthe date thereof at a variable rate equal to the rate of interest announced by the Trustee from time to time to be the prime rate designated by PNC Bank, in form satisfactory Ohio, National Association, Cincinnati, Ohio plus one percent (1%) per annum, the Company hereby agrees and covenants to Lessorpay; provided however, such rate of interest shall not exceed the maximum rate permitted under State law. Such interest shall be considered to be additional indebtedness secured hereby.

Taxes, Other Governmental Charges and Utility Charges. Except The County and the Company acknowledge that under present law no part of the fee simple title in and to the Project owned by the County is subject to ad valorem taxation by the State or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the County from the Project are not subject to either Federal or State taxation. The Company shall pay, as expressly limited by this Sectionthe same become lawfully due and payable, Lessee shall pay (i) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipmentinterest held by the Company hereunder, (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Rental Payments Project or any part thereofmachinery, equipment or which related property installed or brought by the Company therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the County from the Project which, if not paid, will become due during a lien on the Term of this LeaseProject prior to or on a parity with the security interest created hereunder or the lien created by the Indenture or a charge on the purchase price payments, whether assessed against Lessee other payments and revenues from the Project prior to or Lessor. Lessee shall also pay when due on a parity with the security interest therein and the pledge or assignment thereof created and made in the Indenture), (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject, and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term term of this Lease as and when the same become dueAgreement. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Company may, at its own expense and in its own namename and behalf or in the name and behalf of the County, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the County or the Trustee shall notify Lessee the Company that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessor.lien or

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Company shall, throughout the Lease Term, duly pay and discharge, as expressly limited by this Sectionthe same become due and payable: (i) all taxes, Lessee shall pay all taxes special assessments for benefits and other governmental charges of any kind which are whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the Equipmentinterests of the Issuer, of the Rental Payments Company and of the Holder in the Project, (ii) any taxes levied upon or any part thereofwith respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or which become due during a charge on the Term of this Leaserevenues and receipts therefrom prior to or on a parity with the charge, whether assessed against Lessee or Lessor. Lessee shall also pay when due pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iv) other levies, permit fees, inspection and license fees and all special assessments other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and charges lawfully made by any governmental body profits of the Project or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer's right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer's interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is a mere usufruct and bailment for public improvements that may hire (which are not separately taxable estates) and not an estate for years (which would be secured by a lien an estate in which the leasehold interest would be taxable based on the Equipment; provided value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated liable for no actual taxes on its leasehold or bailment for hire interest in the Project. However, in order to pay only such installments as are required prevent the taxing authorities from being deprived of revenues relating to be paid the Project during the Term period title thereto is in the Issuer, the Company shall, in consideration of this Lease as the lease structure and when the same become due. Lessee shall not be required to pay any federalother benefits, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made make payments in lieu of taxes in accordance with the payment percentages and terms provided in Exhibit B hereto, subject to and in accordance with the terms and conditions set forth in the Memorandum of Understanding. Notwithstanding anything herein to the contrary, the Issuer cannot and does not warrant, guaranty or as promise any particular ad valorem tax treatment resulting from this Lease. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a substitute for any taxlien or encumbrance on the Project. (b) Upon notifying the Holder and the Issuer of its intention to do so, assessment or charge which is the obligation of Lessee under this Section. Lessee Company may, at its own expense and in its own name, name and behalf or in the name and behalf of the Issuer and in good faith faith, contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom, in but only so long as neither the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or Project nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event Lessee the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such necessity from the Issuer in writing. The procedures for contesting payments in lieu of taxes are more fully set forth in Exhibit B hereto. (c) Both the Issuer and the Holder shall promptly pay such taxesbe entitled to enforce the provisions of this Section, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory and the Issuer's right to Lessorenforce the same is one of the Unassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionTrustor shall pay, Lessee shall pay prior to delinquency, all real property taxes and assessments, general and special, and all other charges of any kind kind, including without limitation non-governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and restrictions affecting the Security, which are at any time lawfully assessed or levied against imposed upon the Security or with respect to upon Trustor as owner or operator of the EquipmentSecurity, or become due and payable, and which create or may create a lien upon the Rental Payments Security, or any part thereof, or which become due during the Term of this Leaseupon any personal property, whether assessed against Lessee equipment or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred facility used in the operationoperation or maintenance thereof (all the above collectively hereinafter referred to as “Impositions”); provided, maintenancehowever, usethat if, occupancy and upkeep by law, any Imposition is payable, or may at the option of the Equipmenttaxpayer be paid, and all special assessments and charges lawfully made by any governmental body for public improvements that in installments, Trustor may be secured by a lien on pay the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid same in installments over a period of years, Lessee shall be obligated to pay only such installments (together with any interest charged) as are required to be paid during the Term of this Lease as and when the same become duedue and before any fine, penalty or cost may be added thereto for the nonpayment of any such installment. Lessee Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and by appropriate proceedings, the validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of all contested liabilities and so long as the security and value of Beneficiary’s interest under this Deed of Trust are not impaired as a result of such contest. If at any time after the date hereof there shall be required to pay any federal, state assessed or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, imposed (1) a tax or other similar tax payable by Lessor, its successors or assigns, unless such tax is made assessment on the Security in lieu of or as in addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or (2) a substitute for any taxlicense fee, tax or assessment imposed on Beneficiary and measured by or charge which is based in whole or in part upon the obligation amount of Lessee under this Section. Lessee maythe outstanding Obligations secured hereby, at its own expense and in its own name, in good faith contest any then all such taxes, assessmentsassessments or fees shall be deemed to be included within the term “Impositions” as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, utility Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Obligations secured hereby. Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such Imposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other charges andproof satisfactory to Beneficiary, in evidencing the payment thereof. Trustor shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. In the event that Trustor shall fail to pay any of any such contestthe foregoing items required by this Section to be paid by Trustor, Beneficiary may permit (but shall be under no obligation to) pay the taxessame, assessments, utility or other charges so contested to remain unpaid during after the period Beneficiary has notified the Trustor of such contest failure to pay and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the interest date of Lessor in such advance at the Equipment will be materially endangered greater of twelve percent (12%) per annum or the Equipment or any part thereof will maximum rate permitted by law (hereinafter the “Agreed Rate”), shall become an additional Obligation of Trustor to the Beneficiary and shall be subject secured hereby, and Trustor agrees to loss or forfeiture, in which event Lessee shall promptly pay all such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessoramounts.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Company shall pay during the Term all taxes taxes, special assessments and other governmental charges of any kind which are whatsoever as the same become due, respectively, that may at any time be lawfully assessed or levied against upon or with respect to any property of the EquipmentCompany, the Rental Payments any sales and excise taxes on products or any part transactions thereof, any taxes levied upon or which with respect to income or profits from any property of the Company and, without limiting the generality of the foregoing, any taxes which, if not paid, would become due during a lien on the Term property of this Leasethe Company, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Company’s facilities and all special other assessments and charges lawfully made by of any governmental body for public improvements nature that may be secured by a lien on the EquipmentCompany’s facilities; provided that provided, however, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federalThe Company may, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee maygood faith, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges or payments in lieu of taxes so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor therefrom. In the event that the Company shall notify Lessee thatfail to pay any of the foregoing items required by this Section to be paid by the Company, the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Trustee shall become an additional obligation of the Company to the party making the advance, which amounts, together with interest thereon from the date thereof at the rate stated in Section 5.2, the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject Company agrees to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorpay.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The IDB and the Company acknowledge (i) that under present law, by reason of the Abatement Agreement, the Project is exempt, throughout the Maximum Exemption Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as expressly limited by is levied for educational purposes; (ii) that under present law the income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) that these factors, among others, induced the Company to enter into this SectionLease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project, Lessee the Company may at its option terminate this Lease Agreement upon payment in full of all Debt Service then due and compliance with the other provisions of Section 3.8 hereof, whereupon the IDB shall pay convey the same to the Company. However, the Company will pay, as the same respectively become due, all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which other property installed or brought by the Company onto the Realty (including, without limiting the generality of the foregoing, (i) any taxes levied on or with respect to the income or profits of the IDB from the Project which, if not paid, will become due during a lien on the Term Project or a charge on the revenues and receipts from the Project prior to or on a parity with the lien of this Lease, whether the Mortgages thereon and (ii) any ad valorem taxes levied for educational purposes or assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred upon Company’s interest in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject), and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required Term. (b) The Company agrees to pay any federalall gas, state or local incomeelectric, inheritancelight and power, estatewater, successionsewer and all other charges for the operation, transfermaintenance, giftuse and upkeep of the Project. (c) The Company may, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu subject to the provisions of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee mayMortgages, at its own expense and in its own namename and behalf or in the name and behalf of the IDB, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor by such action the title of the IDB to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part thereof will be shall in the reasonable judgment of the Bank become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid forthwith by the Company. The IDB will cooperate fully with full security against the Company in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except With the exception that the Lessee shall be entitled to ad valorem property tax abatements during the Lease Term as expressly limited by this Sectionanticipated under Section 5.1 hereof with respect to the Project, the Lessee shall pay to the extent no abatement applies under applicable Louisiana law or the provisions of this Lease (including Section 5.4 hereof), as the same respectively become due, (i) all taxes and other governmental charges of any kind which are at any time including all penalties, interest and statutory assessments whatsoever that may lawfully be assessed or levied against or with respect to the EquipmentProject, including, without limiting the Rental Payments generality of the foregoing, all inventory taxes, sales and use taxes and any taxes levied upon or with respect to any part thereofof the receipts, income or which profits of the Issuer from the Project and any other taxes levied upon or with respect to the Project which, if not paid, would become due during a lien on the Term of this Lease, whether assessed against Lessee Project or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, a charge on the revenues and other charges incurred receipts therefrom prior to or on a parity with the charge thereon and pledge and assignment thereof to be created and made in the operation, maintenance, use, occupancy and upkeep of the Equipment, and Indenture; and (ii) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of any period which this Lease as and when shall be in effect. The Issuer shall promptly forward to the same become dueLessee any bills, statements, assessments, notices or other instruments asserting or otherwise relating to any such taxes, assessments or charges. Lessee shall not be report all assets and inventory subject to such taxes and cooperate in any audit to determine taxes, as required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Sectionapplicable law. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, assessments and utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor therefrom. The Issuer shall notify cooperate with the Lessee thatin any such contest. The Lessee shall also pay, as the same respectively become due, all utility and other similar charges incurred in the opinion operation, maintenance, use and upkeep of Independent Counselthe Project, by nonpayment of any such items including, without limitation, all charges for gas, water, sewer, electricity, light, heat, power, steam, air- conditioning, telephone or other communication service or other utility or service used, rendered or supplied to, upon or in connection with the interest of Lessor in the Equipment will be materially endangered Project Site or the Equipment buildings and improvements on or any part thereof will be subject to loss above or forfeiture, in which event Lessee below the Project Site throughout the Lease Term and shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security indemnify Issuer and save it harmless against any loss which may result from nonpayment, in form satisfactory to Lessorliability or damages on such account.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Borrower will pay or cause the Lessee to pay, as expressly limited by this Sectionthe same become due, Lessee shall pay (i) all taxes and other governmental charges of any kind which are whatsoever or payments in lieu of taxes that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Series 2013 Facilities or any part thereofinterest therein, or which any machinery, equipment, or other property installed or brought by the Borrower or the Lessee therein or thereon which, if not paid, will become due during a Lien on the Term of Series 2013 Facilities or a charge on the Pledged Revenues prior to or on a parity with the charge thereon under this LeaseAgreement, whether assessed against Lessee or Lessor. Lessee shall also pay when due (b) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Series 2013 Facilities and (c) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien Lien on the Equipment; Series 2013 Facilities provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Borrower shall be obligated to pay or cause to be paid only such installments as are required to be paid may have become due during the Term term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Agreement. (b) The Borrower may, at its own expense expense, but only if no Event of Default hereunder has occurred and in its own nameis continuing, diligently prosecute and in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thatif, in the opinion Opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will Series 2013 Facilities shall not be subject to loss or forfeiture. In the event that the Borrower is not able to obtain such Opinion of Counsel, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges shall be paid promptly or provide Lessor secured by posting a bond equal to one and one half times the amount at issue with full security against any loss which may result from nonpayment, the Trustee in form satisfactory to Lessorthe Trustee. The Authority at the expense of the Borrower shall cooperate fully with the Borrower in any such contest. In the event that the Borrower shall fail to pay or cause to be paid any of the foregoing items required by this Section to be paid by the Borrower, the Authority or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Authority or the Trustee shall become an additional obligation of the Borrower payable to the one making the advance, which amount the Borrower agrees to pay or cause to be paid on demand together with interest thereon at a rate which shall be 3% per annum above the highest rate of interest borne by the Bonds or the maximum rate permitted by law if less than such rate. The Borrower will do, or cause to be done, all things required by the appropriate government authority to obtain and maintain exemption from payment of real property taxes.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Partnership will pay, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay (1) all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofother property installed or brought by the Partnership on the Project Site, including without limitation any taxes levied on or which with respect to the revenues, income or profits of the Issuer from the Project and any other taxes levied upon or with respect to the Project which, if not paid, will become due during a lien on the Term Project prior to or on a parity with the lien of this Lease, whether the Indenture or a charge on the revenues and receipts from the Project prior to or on a parity with the charge thereon and pledge or assignment thereof created and made in the Indenture and including any ad valorem taxes assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephoneupon the Partnership interest in the Project, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and (2) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided Project, provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Partnership shall be obligated to pay only such installments as are required to be paid during the Term Lease Term. The foregoing provisions of this Lease Section shall be effective only so long as and when any part of the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu principal of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee interest on the Bonds remains Outstanding and unpaid. (b) The Partnership may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor therefrom, provided that during such period enforcement of such contested items shall notify Lessee thatbe effectively stayed. The Issuer, at the expense of the Partnership, will cooperate fully with the Partnership in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorcontest.

Taxes, Other Governmental Charges and Utility Charges. Except The Lessee will pay, as expressly limited by this Section, Lessee shall pay the same respectively become due, (i) all taxes and other governmental charges of any kind which are at any time including all penalties, interests and statutory assessments whatsoever that may lawfully be assessed or levied against or with respect to the EquipmentProject, including, without limiting the Rental Payments generality of the foregoing, any taxes levied upon or with respect to any part thereofof the receipts, income or which profits of the Issuer from the Project and any other taxes levied upon or with respect to the Project which, if not paid, would become due during a lien on the Term Project prior to or on a parity with the lien of this Lease, whether assessed against Lessee the Mortgage or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, a charge on the revenues and other charges incurred receipts therefrom prior to or on a parity with the charge thereon and pledge and assignment thereof to be created and made in the operation, maintenance, use, occupancy Indenture and upkeep of the Equipment, and Mortgage; and (ii) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during any period which the Term of this Lease as and when shall be in effect; Provided, that the same become due. Lessee shall not be required entitled to pay apply for tax abatements as permitted under Alabama law with respect to the Project. The Issuer will promptly forward to the Lessee any federalbills, state or local incomestatements, inheritanceassessments, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, notices or other similar tax payable by Lessorinstruments asserting or otherwise relating to any such taxes, its successors assessments or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Sectioncharges. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, assessments and utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor by such action the title of the Issuer or the lien of the Indenture or the Mortgage to any portion of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or impaired or the Equipment Project or any part thereof will be shall become subject to material loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges shall (unless they are bonded or provide Lessor with full security against any loss which may result from nonpayment, are superseded in form a manner satisfactory to Lessorthe Trustee) be paid prior to their becoming delinquent. The Issuer will cooperate fully with the Lessee in any such contest. The Lessee will also pay, as the same respectively become due, all utility and other similar charges incurred in the operation, maintenance, use and upkeep of the Project.

Taxes, Other Governmental Charges and Utility Charges. Except The Company will pay, or cause to be paid, as expressly limited the same respectively become due, (i) all ad valorem taxation by this Section, Lessee shall pay the State by any political subdivision thereof or special district therein and all other taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, Project or the Rental Payments Project Site or any part thereofpersonal property installed or brought by the Company on the Project Site (including, without limiting the generality of the foregoing, any taxes levied on or which with respect to the income or profits of the Company from the Project or the Project Site and any other taxes levied upon or with respect to the Project or the Project Site which, if not paid, will become due during a lien on the Term Project or the Project Site prior to or on a parity with the lien of this Leasethe Indenture or the Mortgage), whether assessed against Lessee or Lessor. Lessee shall also pay when due (ii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project or the Project Site and (iii) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject or the Project Site; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term term of this Lease as and when the same become dueAgreement. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Company may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor by such action the Project, shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will Trustee's sole determination be materially endangered or the Equipment or any part thereof will be shall become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid forthwith by the Company. The Issuer will cooperate fully with full security against any loss which may result from nonpayment, in form satisfactory the Company to Lessorprotect the Company's right so to contest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionThis is a net lease and, Lessee in addition to paying the Rent hereunder, Tenant shall be responsible for and shall pay any and all expenses of owning, operating, maintaining and repairing the Premises incurred from and after the date hereof until the expiration of the Lease Term and any and all other costs, charges, assessments, expenses, taxes, payments in lieu of taxes and other TIF service payments of every kind and character, ordinary or extraordinary, arising out of or incurred in connection with the use or occupancy of the Premises or the execution, delivery and performance by Tenant of this Lease, whether or not such cost, charge, assessment, expense or tax is expressly referred to herein, so as to allow Landlord to receive the Rent as net rent. Without limiting the generality of the foregoing, Tenant shall pay, as the same respectively become due, all taxes, assessments, whether general or special and governmental charges of any kind which are whatsoever (excluding any federal or state income taxes on any income of Landlord) that may at any time during the Lease Term be lawfully assessed or levied against or with respect to the EquipmentPremises (including, without limitation, any taxes levied upon or with respect to the Rental Payments revenues, income or profits of Tenant from the Premises) that, if not paid, may become or be made a lien on the Premises or any part thereof, or which become due during the Term of this Leasea charge on such revenues, whether assessed against Lessee or Lessor. Lessee shall also pay when due income and profits therefrom and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on Premises during the EquipmentLease Term; provided that that, with respect to special assessments or other governmental charges that lawfully may lawfully be paid in installments over a period of years, Lessee Tenant shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when Term. Landlord shall use good faith efforts to cause all tax bills with respect to the same become due. Lessee shall not Premises to be required sent directly to pay Tenant and, where it is unable to do so, to promptly send to Tenant any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made bills received by it. Notwithstanding the foregoing, Tenant shall have the right, but at its own cost and expense and after prior written notice to the Director, and after consultation with the Landlord, to contest the validity or the amount of any such costs, charges, assessments, expenses, taxes, payments in lieu of or as a substitute for any taxtaxes and TIF service payments by appropriate proceedings timely instituted, assessment or charge which is unless the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor Director shall notify Lessee Landlord and Tenant in writing that, in the reasonable opinion of Independent Counsellegal counsel to the Director, by nonpayment of any such items the lien and security interest of Lessor in granted under the Equipment Mortgage to the Director will be materially endangered and adversely affected or the Equipment Project or any material part thereof will be subject to loss or forfeiture, in which event Lessee Landlord or Tenant shall promptly pay such taxescosts, charges, assessments, utility expenses, taxes, payments in lieu of taxes and TIF service payments or other charges give the Director adequate protection in regard to such payments. The Director shall have the commercially reasonable discretion to determine the adequacy of the protection proffered. Tenant shall have the right to initiate any such contest in its own name or provide Lessor in the name of Landlord and Landlord will exercise good faith efforts to cooperate with full security against any loss which may result from nonpaymentTenant, but at Tenant’s expense, in form satisfactory any such contest (except as any such lien is asserted by Landlord in which event Tenant shall have the right to Lessorcontest such lien as if it were the owner of the Premises).

Taxes, Other Governmental Charges and Utility Charges. Except The Lessee will pay, as expressly limited the same respectively become due, (i) all ad valorem taxation by this Sectionthe State or by any political subdivision thereof or special district therein and all other taxes, Lessee shall pay all taxes assessments and other governmental charges of any kind which are whatsoever, (other than the Lessor's income taxes) that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofpersonal property installed or brought by the Lessee on the Leased Premises (including, without limiting the generality of the foregoing, any taxes levied upon or which with respect to the income or profits of the Lessee from the Project and any other taxes levied upon or with respect to the Project which, if not paid, will become due during a lien on the Term Project prior to or on a parity with the lien of this Leasethe Loan Agreement and including any ad valorem taxes assessed upon the Project), whether assessed against Lessee or Lessor. Lessee shall also pay when due (ii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject, and (iii) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Lessor, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless by such action the title of the Lessor to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part thereof will be shall become subject to loss or forfeiture, or unless the Trustee objects to the withholding of payment, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide shall be paid forthwith by the Lessee. The Lessor will cooperate fully with full security against the Lessee in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Company shall, throughout the Lease Tenn, duly pay and discharge, as expressly limited by this Sectionthe same become due and payable: (i) all taxes, Lessee shall pay all taxes special assessments for benefits and other governmental charges of any kind which are whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the Equipmentinterests of the Issuer, of the Rental Payments Company and of the Holder in the Project, (ii) any taxes levied upon or any part thereofwith respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or which become due during a charge on the Term of this Leaserevenues and receipts therefrom prior to or on a parity with the charge, whether assessed against Lessee or Lessor. Lessee shall also pay when due pledge, and assignment thereof created and made in the Security Document and the Assignment, (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iv) other levies, permit fees, inspection and license fees and all special assessments other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and charges lawfully made by any governmental body profits of the Project or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer's right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer's interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is a mere usufruct and bailment for public improvements that may hire (which are not separately taxable estates) and not an estate for years (which would be secured by a lien an estate in which the leasehold interest would be taxable based on the Equipment; provided that with respect value of the leasehold interest). Thus, while this Lease is in effect, the Company shall pay no actual taxes on its leasehold or bailment for hire interest in the Project under this Lease. However, in order to special assessments or other governmental charges that may lawfully be paid in installments over a period prevent the taxing authorities from being deprived of years, Lessee shall be obligated revenues relating to pay only such installments as are required to be paid the Project during the Term period title thereto is in the Issuer, the Company shall, in consideration of this Lease as the lease structure and when the same become due. Lessee shall not be required to pay any federalother benefits, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made make payments in lieu of taxes as provided in the PILOT Agreement. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or as become a substitute for any taxlien or encumbrance on the Project. (b) Upon notifying the Holder and the Issuer of its intention to do so, assessment or charge which is the obligation of Lessee under this Section. Lessee Company may, at its own expense and in its own name, name and behalf or in the name and behalf of the Issuer and in good faith faith, contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom, in but only so long as neither the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or Project nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event Lessee the name of the Issuer unless (i) it is necessary to protect or asse1t the rights or interests of the Company; and (ii) the Company has received concurrence of such necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall promptly pay such taxesbe entitled to enforce the provisions of this Section, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory and the Issuer's right to Lessorenforce the same is one of the Unassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Mortgagor shall pay or cause to be paid, as the same shall become due, all taxes fees, taxes, charges, assessments and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against the Mortgagor with respect to the Mortgaged Property or any portion thereof or with respect to the Equipmentoriginal issuance of the Bonds, including without limiting the Rental Payments generality of the foregoing, any taxes levied against the Mortgagor upon or any part thereofwith respect to the income or profits of the Mortgagor from the Bond Project, or which become due during and including all ad valorem taxes lawfully assessed upon the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due Mortgaged Property all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentMortgaged Property, and all special assessments and charges lawfully made by any governmental body against the Mortgagor for public improvements that may be secured by a lien or on account of the EquipmentMortgaged Property; provided however, that nothing in this paragraph 15 shall require the payment thereof, so long as the validity thereof shall be contested in good faith by the Mortgagor by appropriate legal proceedings in accordance with the terms set forth below; and further provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Mortgagor shall be obligated to pay only such installments as are required to be paid during the Term term). hereof. The Mortgager represents and warrants that, as of the date of execution of this Lease Mortgage, there exists no lien, charge or encumbrance other than the Permitted Encumbrances, upon the Mortgaged Property, prior to the security interest of the Mortgagee. Except as otherwise permitted by the provisions of this Mortgage, the Mortgagor will not create or suffer to be created any lien, encumbrance or charge upon the Mortgaged Property, other than the Permitted Encumbrances, and when subject to the provisions of this paragraph relating to permitted contests, the Mortgagor will satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, within sixty (60) days after the Mortgagor is notified or becomes aware of the same, all lawful claims and demands for labor, materials, supplies or other items which, if not satisfied, might by law become a lien upon the Mortgaged Property. If any such lien shall be filed or asserted against the Mortgaged Property by reason of work, labor, services or materials supplied or claimed to have been supplied the Mortgagor shall, subject to the provisions of this paragraph relating to permitted contests, within thirty (30) days after the Mortgagor receives notice of the filing thereof or the assertion thereof, cause the same become dueto be discharged of record, or effectively prevent the enforcement or foreclosure thereof against the Mortgagor by contest, payment, deposit, bond, order of court or otherwise. Lessee The Mortgagor shall not be required to pay any federaltax, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any taxcharge, assessment or charge which is imposition referred to in this paragraph 15 so long as the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, Mortgagor shall contest or there shall be contested on the Mortgagor's behalf in good faith and at the Mortgagor's own cost and expenses, the amount or validity thereof, in an appropriate manner or by appropriate proceedings, which, shall operate during the pendency thereof to prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested, and the sale, forfeiture, or loss of the Mortgaged Property or any part thereof or interest therein, to satisfy the same; provided, that no such contest shall subject the Mortgagee to the risk of any liability. Each such contest shall be promptly prosecuted to final conclusion (subject to the right of the Mortgagor to settle any such taxescontest), assessmentsand in any event the Mortgagor will save the Mortgagee harmless against all losses, utility judgments, decrees and other charges andcosts (including attorneys' fees and expenses in connection therewith) and will, promptly after the final determination of such contest or settlement thereof, pay and discharge the amounts which shall be levied, assessed or imposed or determined to be payable therein, together with all penalties, fines, interest, costs and expenses thereon or in connection therewith. The Mortgagor shall give the event Mortgagee prompt written notice of any such contest, may permit . If the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor Mortgagee shall notify Lessee the Mortgagor that, in the opinion Mortgagee's determination (which may be based upon advice of Independent Counselcounsel), by nonpayment of any such items of the interest of Lessor in foregoing items, the Equipment Mortgaged Property, or any substantial part thereof, will be materially endangered endangered, subject to imminent loss or forfeiture or the Equipment obligation of the Mortgagor under this Mortgage or any part thereof will the Agreement shall be subject to loss or forfeiturematerially impaired, in which event Lessee then the Mortgagor shall promptly pay all such unpaid items and cause them to be satisfied and discharged. The Mortgagor shall furnish the Mortgagee, upon request, with proof of payment of any taxes, assessmentsgovernmental charges, utility insurance premiums or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory required to Lessorbe paid by the Mortgagor under this Mortgage.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Issuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as expressly limited by this Sectionset forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee shall pay and the Fulton County Board of Tax Assessors (the "Property Tax Memorandxx"). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become lawfully due and payable, (i) all ad valorem taxes assessed with respect to the Lessee's leasehold interest in the Project during the Lease Term; (ii) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which other property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Issuer from the Project which, if not paid, will become due during a lien on the Term Project or a charge on the revenues and receipts therefrom prior to or on a parity with the lien or charge of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due the Indenture; (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project; and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term Lease Term. (b) It is the understanding and intent of this Lease as and when the parties that the Issuer's acquisition of title to the Project, including but not limited to the Equipment, shall be solely for the purpose of leasing the same become dueto the Lessee pursuant to the terms hereof. It is further the understanding and intent of the parties that, for purposes of the sales and use taxes imposed by Article 8 of Title 48 of the Official Code of Georgia Annotated, the conveyance to the Issuer of title to the Project or any portion thereof by the Lessee as contemplated herein shall not be required to pay any federala taxable transaction for sales and use tax purposes in accordance with the holding of FOOTPRESS CORPORATION V. STRICKLAND, state or local income242 Ga. 686, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may251 S.E.2d 278 (1978). (c) Thx Xxxxxx xxx, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify therefrom. The Issuer will cooperate fully with the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorcontest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionThe Company shall pay, Lessee shall pay or cause to be paid before the same become delinquent, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the EquipmentProject Facilities, including any equipment or related property installed or brought by the Rental Payments Company therein or thereon (including, without limiting the generality of the foregoing, any part thereoftaxes levied upon or with respect to the revenues or income of the Issuer with respect to the sale of the Project Facilities), or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with Project Facilities. With respect to special assessments or other governmental charges that lawfully may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueterm hereof. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Company may, at its own expense and in its own nameexpense, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom. The Company agrees that it will not use, as a basis for contesting or adjudicating any taxes or assessments upon the Project Facilities, the fact that the Issuer has an ownership interest therein. The Company also agrees to comply at its own cost and expense with all notices received from public authorities from and after the date hereof. The Company and the Issuer acknowledge that during the period in which title to the opinion of Independent Counsel, Project is held by nonpayment of any such items the interest of Lessor in Issuer the Equipment Project will be materially endangered or exempt from certain real property taxes which would otherwise be payable by the Equipment or any part thereof will be subject Company to loss or forfeiture, the Issuer in which respect of the Project Facilities. The Company and the Issuer agree that during such period the Company shall make payments in lieu of taxes to the Issuer at the then current school rate plus .05 cents per $100 per annum on the value of the Project Facilities as improved (provided that in no event Lessee shall promptly pay the assessed value of the Project Facilities for purposes of determining the amount of such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorpayments exceed $3,500,000).

Taxes, Other Governmental Charges and Utility Charges. Except The Lessee and the Issuer have entered into certain special covenants related to ad valorem taxation, as expressly limited specifically set forth in Section 8.8 hereof and as set forth in the PILOT Agreement. The Issuer and the Lessee further acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either federal or Georgia taxation, and that under present law the interest held by the Lessee under this SectionLease is not subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and these factors have induced the Lessee to enter into this Lease. The Issuer and the Lessee acknowledge that the Lessee’s willingness to acquire, construct and equip the Project are based in part upon such covenants and the PILOT Agreement. However, the Lessee shall pay pay, as the same become lawfully due and payable, (i) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, interest held by the Rental Payments or any part thereof, or which become due during the Term of Lessee under this Lease, whether assessed against (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Project or any machinery, equipment or related property installed or brought by the Lessee in the Project Facility (including, without limiting the generality of the foregoing, any taxes levied upon or Lessor. Lessee shall also pay when due with respect to the income or profits of the Issuer from the Project which, if not paid, will become a charge on the rents, revenues and receipts from the Project prior to or on a parity with the pledge or assignment thereof created and made in the Financing Agreement), (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or assessments and other charges so contested to remain unpaid (if allowed by law) during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessortherefrom.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionThe Company shall pay, Lessee or cause to be paid before the same shall pay become delinquent, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the EquipmentProject, including any equipment or related property installed or brought by the Rental Payments Company therein or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due thereon and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with Project. With respect to special assessments or other governmental charges that lawfully may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueterm hereof. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Company may, at its own expense and in its own nameexpense, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor the Issuer or the Trustee shall notify Lessee the Company that, in the opinion of Independent Counselcounsel, by nonpayment of any such items the interest lien of Lessor in the Equipment Indenture will be materially endangered or the Equipment Project, or any part thereof thereof, will be subject to material loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid promptly by the Company. The Company also agrees to comply at its own cost and expense with all notices received from public authorities from and after the date hereof. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by it, utility the Issuer or other charges the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or provide Lessor the Trustee shall become an additional obligation of the Company to the Issuer or the Trustee, as the case may be, making the advancement, which amounts, together with full security against any loss which may result interest thereon from nonpaymentthe date thereof at a variable rate equal to the rate of interest announced by the Trustee from time to time to be the prime rate designated by PNC Bank, in form satisfactory National Association, Pittsburgh, Pennsylvania, plus one percent (1%) per annum, the Company hereby agrees and covenants to Lessorpay; provided however, such rate of interest shall not exceed the maximum rate permitted under State law. Such interest shall be considered to be additional indebtedness secured hereby.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Corporation will pay, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay (1) all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofother property installed or brought by the Corporation on the Project Site, including without limitation any taxes levied on or which with respect to the revenues, income or profits of the Issuer from the Project and any other taxes levied upon or with respect to the Project which, if not paid, will become due during a lien on the Term Project prior to or on a parity with the lien of this Lease, whether the Indenture or a charge on the revenues and receipts from the Project prior to or on a parity with the charge thereon and pledge or assignment thereof created and made in the Indenture and including any ad valorem taxes assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephoneupon the Corporation's interest in the Project, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and (2) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided Project, provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Corporation shall be obligated to pay only such installments as are required to be paid during the Term Lease Term. The foregoing provisions of this Lease Section shall be effective only so long as and when any part of the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu principal of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee interest on the Bond remains outstanding and unpaid. (b) The Corporation may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor therefrom, provided that during such period enforcement of such contested items shall notify Lessee thatbe effectively stayed. The Issuer, at the expense of the Corporation, will cooperate fully with the Corporation in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorcontest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during During the Term of this Lease, whether assessed against Lessee or Lessor. Lessee Agreement the School District shall also pay or cause to be paid when due all gas, water, steam, electricity, heat, power, telephone, power and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentPremises. The School District shall also pay all property and excise taxes and governmental charges of any kind whatsoever (including special assessments) which may at any time be lawfully assessed or levied against or with respect to the Premises or any part thereof or the Lease Payments, and which become due during the Term of this Agreement with respect thereto; and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentPremises; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the School District shall be obligated to pay only such installments as are required to be paid during the Term of this Lease Agreement as and when the same become due. Lessee The School District shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessorthe Trustee, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment real estate or charge which is the obligation of Lessee under this Sectionother tax upon property. Lessee The School District may, at its own the School District's expense and in its own the School District's name or in the Trustee's name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the Trustee shall notify Lessee the School District that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor the Trustee in the Equipment Premises will be materially endangered or the Equipment Premises or any part thereof will be subject to loss or forfeiture, in which event Lessee the School District shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor the Trustee with full security against any loss which may result from nonpayment, in form satisfactory to Lessorthe Trustee.

Taxes, Other Governmental Charges and Utility Charges. Except Kitty Hawk shall pay, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or on account of or with respect to the Equipment, the Rental Payments Leased Premises or any part thereof, personal property or which become due during the Term of this Lease, whether assessed against Lessee fixtures installed or Lessor. Lessee shall also pay when due brought by Kitty Hawk therein or thereon and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentLeased Premises; provided, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to taxes, special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee Kitty Hawk shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Kitty Hawk may, at its own expense and in its own namename and behalf or, to the extent lawful, in the name and behalf of the Authority and/or Building Corp, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the Authority and/or Building Corp. shall notify Lessee Kitty Hawk that, in the opinion of Independent Counsel, by nonpayment of any such items the interest interests of Lessor the Authority and/or Building Corp. or Kitty Hawk in the Equipment Leased Premises will be materially endangered or the Equipment Leased Premises or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid promptly by Kitty Hawk. The Authority will cooperate fully with Kitty Hawk, utility or other charges or provide Lessor with full security against any loss which may result from nonpaymentbut at Kittx Xxxx'x xxxense, in form satisfactory to Lessorany such contest. The Authority will also cooperate fully with Kitty Hawk, but at Kittx Xxxx'x xxxense, in exempting the Leased Premises from taxation.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited In the event that the Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments, or charges lawfully made by this Sectionany governmental body which may be secured by a lien against the Project, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or an Additional Rental with respect to the EquipmentProject, from and to the extent of Interlocal Funds, shall be paid by the Sublessee equal to the amount of all such taxes, assessments, and governmental charges then due. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Rental Payments Sublessee shall be obligated to provide for Additional Rentals with respect to the Project only for such installments as are required to be paid during that period that the Sublessee is obligated to pay Base Rentals with respect to the Project. The Sublessee shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Project or any part thereofportion thereof (including, without limitation, any taxes levied upon the Project or any portion thereof which, if not paid, will become a charge on the rentals and receipts from the Project or any portion thereof prior to or on a parity with the charge thereon and the pledge and assignment thereof to be created and made in the Master Resolution), or which become due during any interest therein (including the Term interest of this Lease, whether assessed against Lessee the Sublessor) or Lessorthe rentals and revenues derived therefrom or hereunder. Lessee The Sublessee shall also pay when due as Additional Rentals with respect to the Project, as the same respectively become due, all gas, water, steam, electricity, heat, power, telephone, utility, and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject. As long as the Sublessee is in possession of the Project and except as otherwise provided herein, it shall keep it free and clear of all liens, charges, and encumbrances (except Permitted Encumbrances and any arising through the Sublessor) and shall have the responsibility for all special assessments management, operations, maintenance, and charges lawfully made by repair of the Project. The Sublessee in its discretion may discharge such responsibility by: (1) using its own employees; or (2) contracting for services; or (3) subleasing all or part of the Project, subject to the provisions hereof and of the Lease and the Master Resolution; or (4) any governmental body for public improvements that may be secured by combination of such methods. No such contract or sublease shall place a lien greater burden on the Equipment; Sublessor than provided that with respect herein, nor infringe rights granted to special assessments or retained by the Sublessor hereunder, nor violate or in any way impair the Sublessor’s obligations under the Master Resolution or any other governmental charges that may lawfully be paid in installments over a period instrument, if any, securing any debt or borrowings by the Sublessor, all or substantially all the proceeds of years, Lessee shall be obligated to pay only such installments as which are required to be paid used to finance the Project. The Authority does not agree to provide anything more than the Project as herein defined, and shall have no obligation to incur any expense of any kind or character in connection with the management, operation, or maintenance of the Project during the Term of this Lease as and when the same become dueSublease Term. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Sublessee may, at its own the expense and in its own namethe name of the Sublessee, in good faith contest any such taxes, assessments, utility utility, and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the Sublessor shall notify Lessee the Sublessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in security afforded pursuant to the Equipment terms hereof and pursuant to the Master Resolution and the Security Documents will be materially endangered or the Equipment Project or any part portion thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid forthwith. In the event that the Sublessee fails to pay any of the foregoing items required by this section, utility or other charges or provide Lessor the Sublessor may (but shall be under no obligation to) pay the same, which amounts, together with full security against any loss which may result from nonpayment, in form satisfactory to Lessorinterest thereon at the rate of ten (10) percent per annum.

Taxes, Other Governmental Charges and Utility Charges. Except The Lessee will promptly pay, as expressly limited by this Sectionthe same become due, Lessee shall pay all taxes utility charges and other all taxes, assessments, and governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against upon or with respect to the EquipmentProject or the Specified Payment Sources (defined in the Bond) including all ad valorem taxes lawfully assessed upon the Project, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by or result in a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. The Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, may in good faith contest any such taxes, assessments, utility assessments and other charges andcharges, at the Lessee's expense and in the Lessee's name or, if required by law, in the name of the Issuer. In the event of any such contest, the Lessee may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify therefrom, provided that the Lessee that, in furnishes the Issuer and the Trustee with an opinion of Independent Counsel, to the effect that by nonpayment of any such items the interest security afforded pursuant to the terms of Lessor in the Equipment Lease Assignment or the Indenture will not be materially endangered or the Equipment or Project nor will any part thereof will of the Project be subject to loss or forfeiture, in which event Lessee shall promptly pay . Otherwise such taxes, assessmentsassessments or charges shall be paid forthwith. The Issuer at the expense of the Lessee will cooperate fully with the Lessee in any such contest. Notwithstanding the foregoing, utility or however, the Lessee shall pay all taxes, assessments and other charges or provide Lessor with full security against any loss which may result from nonpaymentbe subject to any contest or any appeal therefrom on or before the date when payment is required by law, so that, if required by law, payment shall be made prior to the commencement, during, or prior to or upon the conclusion of any contest or appeal. The Lessee may at its own expense and in form satisfactory to Lessorits own name and behalf apply for any tax exemption allowed by the State of Alabama or any political or taxing subdivision thereof under any existing or future provision of law which grants or may grant any such tax exemption.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Company shall, throughout the Lease Term, duly pay and discharge, as expressly limited by this Sectionthe same become due and payable: (i) all taxes, Lessee shall pay all taxes special assessments for benefits and other governmental charges of any kind which are whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the Equipmentinterests of the Issuer, of the Rental Payments Company and of the Holder in the Project, (ii) any taxes levied upon or any part thereofwith respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or which become due during a charge on the Term of this Leaserevenues and receipts therefrom prior to or on a parity with the charge, whether assessed against Lessee or Lessor. Lessee shall also pay when due pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProject, and (iv) other levies, permit fees, inspection and license fees and all special assessments other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and charges lawfully made by any governmental body for public improvements that may be secured by a lien on profits of the Equipment; provided that with Project or arising in respect to special assessments of the occupancy, uses or other governmental charges that may lawfully be paid in installments over a period of years, Lessee possession thereof. Both the Issuer and the Holder shall be obligated entitled to enforce the provisions of this Section, and the Issuer’s right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer does not pay only such installments as are required property taxes on its interest in the Project and that the Leasehold Interest of the Company is to be paid during taxed as provided in Exhibit B hereto. Notwithstanding anything herein to the Term contrary, the Issuer cannot and does not warrant, guaranty or promise any particular ad valorem tax treatment resulting from this Lease. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of this Lease as and when the same become due. Lessee shall not be required to pay any federalpayments of such taxes, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made payments in lieu of taxes and other charges which may be or as become a substitute for any taxlien or encumbrance on the Project. (b) Upon notifying the Holder and the Issuer of its intention to do so, assessment or charge which is the obligation of Lessee under this Section. Lessee Company may, at its own expense and in its own name, name and behalf or in the name and behalf of the Issuer and in good faith faith, contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thattherefrom, in but only so long as neither the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or Project nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event Lessee the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall promptly pay such taxesbe entitled to enforce the provisions of this Section, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory and the Issuer’s right to Lessorenforce the same is one of the Unassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Mortgagor shall pay or cause to be paid, as the same shall become due, all taxes fees, taxes, charges, assessments and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against the Mortgagor with respect to the Mortgaged Property or any portion thereof or with respect to the Equipmentoriginal issuance of the Bonds, including without limiting the Rental Payments generality of the foregoing, any taxes levied against the Mortgagor upon or any part thereofwith respect to the income or profits of the Mortgagor from the Project, or which become due during and including all ad valorem taxes lawfully assessed upon the Term of this LeaseMortgaged Property, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentMortgaged Property, and all special assessments and charges lawfully made by any governmental body against the Mortgagor for public improvements or on account of the Mortgaged Property; provided, however, that may nothing in this Section 15 shall require the payment thereof, so long as the validity thereof shall be secured contested in good faith by a lien on the EquipmentMortgagor by appropriate legal proceedings in accordance with the terms set forth below; and further provided that that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Mortgagor shall be obligated to pay only such installments as are required to be paid during the Term term hereof. The Mortgagor represents and warrants that, as of the date of execution of this Lease Mortgage, there exists no lien, charge or encumbrance other than the Permitted Encumbrances, upon the Mortgaged Property, prior to the security interest of the Mortgagee. Except as otherwise permitted by the provisions of this Mortgage, the Mortgagor will not create or suffer to be created any lien, encumbrance or charge upon the Mortgaged Property, other than the Permitted Encumbrances, and when subject to the provisions of this section relating to permitted contests, the Mortgagor will satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, within sixty (60) days after the Mortgagor is notified or becomes aware of the same, all lawful claims and demands for labor, materials, supplies or other items which, if not satisfied, might by law become a lien upon the Mortgaged Property. If any such lien shall be filed or asserted against the Mortgaged Property by reason of work, labor, services or materials supplied or claimed to have been supplied the Mortgagor shall, subject to the provisions of this section relating to permitted contests, within thirty (30) days after the Mortgagor receives notice of the filing thereof or the assertion thereof, cause the same become dueto be discharged of record, or effectively prevent the enforcement or foreclosure thereof against the Mortgagor by contest, payment, deposit, bond, order of court or otherwise. Lessee The Mortgagor shall not be required to pay any federaltax, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any taxcharge, assessment or charge which is imposition referred to in this section so long as the obligation of Lessee under this Section. Lessee may, at its own expense and in its own nameMortgagor shall contest or there shall be contested on the Mortgagor's behalf , in good faith and at the Mortgagor's own cost and expense, the amount or validity thereof, in an appropriate manner or by appropriate proceedings which shall operate during the pendency thereof to prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested, and the sale, forfeiture, or loss of the Mortgaged Property or any part thereof or interest therein, to satisfy the same; provided, that no such contest shall subject the Mortgagee to the risk of any liability. Each such contest shall be promptly prosecuted to final conclusion (subject to the right of the Mortgagor to settle any such taxescontest), assessmentsand in any event the Mortgagor will save the Mortgagee harmless against all losses, utility judgments, decrees and other charges andcosts (including attorneys' fees and expenses in connection therewith) and will, promptly after the final determination of such contest or settlement thereof, pay and discharge the amounts which shall be levied, assessed or imposed or determined to be payable therein, together with all penalties, fines, interest, costs and expenses thereon or in connection therewith. The Mortgagor shall give the event Mortgagee prompt written notice of any such contest, may permit . If the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor Mortgagee shall notify Lessee the Mortgagor that, in the opinion Mortgagee's determination (which may be based upon advice of Independent Counselcounsel), by nonpayment of any such items of the interest of Lessor in foregoing items, the Equipment Mortgaged Property, or any substantial part thereof, will be materially endangered endangered, subjected to imminent loss or forfeiture or the Equipment obligations of the Mortgagor under this Mortgage or any part thereof will the Agreement shall be subject to loss or forfeiturematerially impaired, in which event Lessee then the Mortgagor shall promptly pay all such unpaid items or otherwise cause them to be satisfied and discharged and not be liens or encumbrances upon the Mortgaged Property. The Mortgagor shall furnish the Mortgagee, upon request, with proof of payment of any taxes, assessmentsgovernmental charges, utility insurance premiums or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory required to Lessorbe paid by the Mortgagor under this Mortgage.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited In the event that the Ground Lease Term extends beyond the date of termination of the Lease and in the event that the Property or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by this Sectionany governmental body which may be secured by a lien against the Property, Lessee the Authority shall pay an amount equal to the amount of all taxes such taxes, assessments and other governmental charges of any kind which are at any time lawfully assessed or levied against or with then due. With respect to the Equipmentspecial assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Rental Payments or any part thereof, or which become due Authority shall be obligated to pay such amounts only for such installments as are required to be paid during the Ground Lease Term. In the event that the Ground Lease Term extends beyond the date of this termination of the Lease, whether assessed against Lessee or Lessor. Lessee the Authority shall also pay when due as the same respectively become due, all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueProperty. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Authority may, at its own the expense and in its own namethe name of the Authority, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor therefrom. In the event that the Authority shall notify Lessee thatfail to pay any of the foregoing items required by this Section 9.2 to be paid by the Authority, the County may (but shall be under no obligation to) pay the same, which amounts, together with interest thereon at the rate of eighteen percent (18%) per annum, the Authority agrees to pay. If during the Ground Lease Term, title to, or the temporary or permanent use of the Facility or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the Authority and the County shall cooperate in the opinion collection and disposition of Independent Counselthe proceeds of condemnation such that the net proceeds of such condemnation allocable to the Facility and to the Authority’s leasehold interest in the Property created hereunder shall be deposited and utilized by the Authority and the County in accordance with the provisions of the Lease and the Master Resolution and the net proceeds of such condemnation allocable solely to the County’s reversionary interest in the Property will be payable to the County. Except as otherwise provided in the Lease, if during the Ground Lease Term, the Facility or any material portion thereof, shall be destroyed (in whole or in part), or damaged by nonpayment fire or other casualty, the Net Proceeds of any such items insurance policy shall be deposited and utilized by the interest Authority and the County in accordance with the provisions of Lessor in the Equipment will be materially endangered or Lease and the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessor.Master Resolution. DISCLAIMER OF WARRANTIES; COMPLIANCE WITH LAWS AND RULES; OTHER COVENANTS

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited The Issuer and the Lessee acknowledge that under present law no part of the fee simple title in and to the Project owned by this Sectionthe Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Lessee shall pay pay, as the same become lawfully due and payable, (i) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, interest held by the Rental Payments or any part thereof, or which become due during the Term of Lessee under this Lease, whether assessed against (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Project or any machinery, equipment or related property installed or brought by the Lessee therein or Lessor. Lessee shall also pay when due thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Issuer from the Project which, if not paid, will become a charge on the rents, revenues and receipts from the Project prior to or on a parity with the lien thereon and the pledge or assignment thereof created and made in the Indenture), (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject, and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the Issuer, the Credit Issuer or the Trustee shall notify the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the lien and/or security interest afforded by the Indenture as to any part of Lessor in the Equipment Project or the rents, revenues or receipts derived from the Project will be materially endangered or the Equipment Project or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid promptly. The Issuer shall cooperate fully with the Lessee in any such contest. If the Lessee shall fail to pay any of the foregoing items required by this Section to be paid by the Lessee, utility the Issuer or other charges the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or provide Lessor the Trustee shall become an additional obligation of the Lessee to the one making the advancement, which amounts, together with full security against any loss which may result interest thereon at the rate of ten per centum (10%) per annum from nonpaymentthe date thereof, in form satisfactory the Lessee agrees to Lessorpay.

Taxes, Other Governmental Charges and Utility Charges. Except The Company shall pay, or cause to be paid, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the EquipmentProject Facilities, including any equipment or related property installed or brought by the Rental Payments Company therein or thereon (including, without limiting the generality of the foregoing, any part thereoftaxes levied upon or with respect to the revenues or income of the Issuer from the Project), or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject Facilities; provided, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that lawfully may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term term hereof. If the Project Facilities are not taxed because of this Lease as any interest the Issuer may have in respect thereof, the Company shall pay to the political subdivisions in which the Project Facilities are located an amount equal to the taxes that would be otherwise due and when payable, except to the same become dueextent all or a portion of the Project Facilities are benefited by any real estate tax abatement ordinance or program. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made Such amounts in lieu of or as a substitute for any tax, assessment or charge taxes shall be payable by the Company directly to the political subdivisions in which is the obligation of Lessee under this SectionProject Facilities are located. Lessee The Company may, at its own expense and in its own nameexpense, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contestcontest (and the Issuer will cooperate in such contest [but at no expense to the Issuer] if legally required or reasonably helpful to do so), may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless Lessor the Issuer or the Trustee shall notify Lessee the Company that, in the opinion of Independent Counselcounsel, by nonpayment of any such items the interest lien of Lessor in the Equipment Indenture will be materially endangered or the Equipment Project Facilities or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid promptly. The Company shall not use, utility as a basis for contesting any tax, assessment or other charges charge, the fact that legal title to the Project Facilities is held by a body of governmental or provide Lessor quasi-governmental status. The Issuer will cooperate fully with full security against the Company in any loss which may result such contest. The Company also agrees to comply at its own cost and expense with all notices received from nonpaymentpublic authorities from and after the date hereof. Except in the case where the Company shall be contesting its obligation to pay any of the 12 18 foregoing items pursuant to the terms of this Section, in form satisfactory the event that the Company shall fail to Lessorpay any of the foregoing items required by this Section to be paid by the Company, the Issuer or the Trustee may (but shall be under no obligation to), after ten (10) days prior written notice to the Company of its intent to do so, pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of 15% per annum from the date thereof, the Company agrees and covenants to pay.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited In the event that the Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by this Sectionany governmental body which may be secured by a lien against the Project, Lessee an Additional Rental, from and to the extent of County Funds, shall pay be paid by the County equal to the amount of all taxes such taxes, assessments and other governmental charges of any kind which are at any time lawfully assessed or levied against or with then due. With respect to the Equipmentspecial assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Rental Payments County shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during that period that the County is obligated to pay Base Rentals. The County shall not allow any liens for taxes, assessments or governmental charges to exist (including, without limitation, any taxes levied which, if not paid, will become a charge on the rentals and receipts prior to or on a parity with the charge thereon and the pledge and assignment thereof to be created and made in the Master Resolution), or any part thereof, interest therein (including the interest of the Authority) or which become due during the Term of this Lease, whether assessed against Lessee rentals and revenues derived therefrom or Lessorhereunder. Lessee The County shall also pay when due as Additional Rentals, from and to the extent of available County Funds, as the same respectively become due, all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject. As long as the County is in possession of the Project and except as otherwise provided herein, it shall keep it free and clear of all liens, charges and encumbrances (except Permitted Encumbrances and any encumbrances arising through the Authority) and shall have the responsibility for all management, operations, maintenance and repair of the Project. The County in its discretion may discharge such responsibility by: using its own employees; or contracting for services; or subleasing portions of the Project, subject to the provisions hereof and of the Master Resolution; or any combination of such methods. No such contract or sublease shall place a greater burden on the Authority than provided herein, nor infringe upon rights granted to or retained by the Authority hereunder, nor violate or in any way impair the Authority’s obligations under the Master Resolution or any other instrument, if any, securing any debt or borrowings by the Authority, all or substantially all the proceeds of which are to be used to finance the Project. The Authority does not agree to provide anything more than the Project as herein defined, and all special assessments and charges lawfully made by shall have no obligation to incur any governmental body for public improvements that may be secured by a lien on expense of any kind or character in connection with the Equipment; provided that with respect to special assessments management, operation, or other governmental charges that may lawfully be paid in installments over a period maintenance of years, Lessee shall be obligated to pay only such installments as are required to be paid the Project during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The County may, at its own the expense and in its own namethe name of the County, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom provided the County shall first deposit with the Authority, or in court, a bond or other security satisfactory to Authority pursuant to Section 1.18 of the Deed of Trust, Assignment of Rents and Security Agreement delivered by the Authority unless Lessor the Authority shall notify Lessee the County that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in security afforded pursuant to the Equipment terms hereof and pursuant to the Master Resolution and the Security Documents will be materially endangered or the Equipment Project or any part portion thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid forthwith. In the event that the County shall fail to pay any of the foregoing items required by this Section 9.3 to be paid by the County, utility or other charges or provide Lessor the Authority may (but shall be under no obligation to) pay the same, which amounts, together with full security against any loss which may result interest thereon at a rate per annum equal to eighteen percent (18%) as of the date of payment, the County agrees to pay, from nonpayment, in form satisfactory and to Lessorthe extent of available County Funds.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited The Issuer and the Lessee further acknowledge that under present law no part of the Series 2000A Project owned by the Issuer and financed with the proceeds of the Series 2000A Bonds from time to time will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from such portions of the Series 2000A Project are not subject to either Federal or Georgia taxation and these factors have induced the Lessee to enter into this SectionLease. However, subject to the Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest entered into among the Sublessee, the Issuer and the Xxxxxx County Board of Tax Assessors, the Lessee shall pay pay, as the same become lawfully due and payable, (i) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, interest held by the Rental Payments or any part thereof, or which become due during the Term of Lessee under this Lease, whether assessed against (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Series 2000A Project or any machinery, equipment or related property installed or brought by the Lessee therein or Lessor. Lessee shall also pay when due thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Issuer from the Series 2000A Project which, if not paid, will become a charge on the rents, revenues and receipts from the Series 2000A Project prior to or on a parity with the pledge or assignment thereof created and made in the Indenture), (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Series 2000A Project and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentSeries 2000A Project; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the Issuer or the Trustee shall notify the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in rents, revenues or receipts derived from the Equipment Series 2000A Project will be materially endangered or the Equipment Series 2000A Project or any material part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessmentsassessments or charges shall be paid promptly. The Issuer shall cooperate fully with the Lessee in any such contest. If the Lessee shall fail to pay any of the foregoing items required by this Section to be paid by the Lessee, utility the Issuer or other charges the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or provide Lessor the Trustee shall become an additional obligation of the Lessee to the one making the advancement, which amounts, together with full security against any loss which may result from nonpaymentinterest thereon at the Default Rate the date thereof, in form satisfactory the Lessee agrees to Lessorpay.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Borrower shall pay or cause to be paid, as the same respectively become due, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereofProject, or which other property installed or brought by the Borrower or the Lessee therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the receipts, income or profits which, if not paid, may become due during or be made a lien on the Term of this LeaseProject or a charge on the revenues and receipts therefrom), whether assessed against Lessee or Lessor. Lessee shall also pay when due and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject. Notwithstanding the foregoing, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on either the Equipment; provided that with respect to special assessments Borrower or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated have the right, but at its own cost and expense and after prior written notice to pay only the Director, to contest the validity or the amount of any such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or governmental charge which is by appropriate proceedings timely instituted, unless the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor Director shall notify the Borrower and the Lessee in writing that, in the reasonable opinion of Independent Counsellegal counsel to the Director, by nonpayment of any such items the lien and security interest of Lessor in granted under the Equipment Mortgage to the Director will be materially endangered and adversely affected or the Equipment Project or any material part thereof will be subject to loss or forfeiture, in which event the Borrower or the Lessee shall promptly pay cause such taxes, assessments, utility lien to be discharged as aforesaid or other charges or provide Lessor with full security against any loss which may result from nonpayment, give the Director adequate protection in form satisfactory regard to Lessorsuch risks. The Director shall have the commercially reasonable discretion to determine the adequacy of the protection proffered.

Taxes, Other Governmental Charges and Utility Charges. Except (a) The Issuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee’s interest in the Project, as expressly limited by this Sectionset forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee shall pay and the Xxxxxx County Board of Tax Assessors (the “Property Tax Memorandum”). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become lawfully due and payable, (i) all ad valorem taxes assessed with respect to the Lessee’s leasehold interest in the Project during the Lease Term; (ii) all taxes and other governmental charges of any kind which are at any time lawfully assessed or levied against whatsoever upon or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which other property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits of the Issuer from the Project which, if not paid, will become due during a lien on the Term Project or a charge on the revenues and receipts therefrom prior to or on a parity with the lien or charge of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due the Indenture; (iii) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Project; and (iv) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Term Lease Term. (b) It is the understanding and intent of this Lease as and when the parties that the Issuer’s acquisition of title to the Project, including but not limited to the Equipment, shall be solely for the purpose of leasing the same become dueto the Lessee pursuant to the terms hereof. It is further the understanding and intent of the parties that, for purposes of the sales and use taxes imposed by Article 8 of Title 48 of the Official Code of Georgia Annotated, the conveyance to the Issuer of title to the Project or any portion thereof by the Lessee as contemplated herein shall not be required to pay any federala taxable transaction for sales and use tax purposes in accordance with the holding of Footpress Corporation x. Xxxxxxxxxx, state or local income242 Ga. 686, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. 251 S.E.2d 278 (1978). (c) The Lessee may, at its own expense and in its own namename and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify therefrom. The Issuer will cooperate fully with the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorcontest.

Taxes, Other Governmental Charges and Utility Charges. Except The Borrower will pay, as expressly limited by this Sectionthe same become due, Lessee shall pay (a) all taxes and other governmental charges of any kind which are whatsoever or payments in lieu of taxes that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Facilities or any part thereofinterest therein, or which any machinery, equipment, or other property installed or brought by the Borrower therein or thereon which, if not paid, will become due during a Lien on the Term of Facilities or a charge on the Pledged Revenues prior to or on a parity with the charge thereon under this LeaseLoan Agreement, whether assessed against Lessee or Lessor. Lessee shall also pay when due (b) all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Facilities and (c) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien Lien on the Equipment; Facilities provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Borrower shall be obligated to pay only such installments as are required to be paid may have become due during the Term term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Loan Agreement.‌ The Borrower may, at its own expense expense, but only if no Event of Default hereunder has occurred and in its own nameis continuing, diligently prosecute and in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thatif, in the opinion Opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will Facilities shall not be subject to loss or forfeiture. In the event that the Borrower is not able to obtain such Opinion of Counsel, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges shall be paid promptly or provide Lessor secured by posting a bond with full security against any loss which may result from nonpayment, the Trustee in form satisfactory to Lessorthe Trustee and the Bondholder Representative. The Issuer, at the expense of the Borrower, shall cooperate fully with the Borrower in any such contest. In the event that the Borrower shall fail to pay any of the foregoing items required by this Section to be paid by the Borrower, the Issuer, the Bondholder Representative or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer, the Bondholder Representative or the Trustee shall become an additional obligation of the Borrower payable to the one making the advance, which amount the Xxxxxxxx agrees to pay on demand together with interest thereon at a rate which shall be 3% per annum above the highest rate of interest borne by the Bonds or the maximum rate permitted by law if less than such rate. The Borrower will do, or cause to be done, all things required by the appropriate government authority to obtain and maintain exemption from payment of real property taxes.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this SectionThe City is tax-exempt and does not expect that any taxes, Lessee shall pay all taxes and other special assessments or governmental charges of any kind which are at any time lawfully assessed or will be levied against or with respect to the EquipmentLeased Property. However, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operationevent that the Leased Property shall, maintenancefor any reason, usebe deemed subject to taxation, occupancy and upkeep of the Equipment, and all special assessments and or charges lawfully made by any governmental body for public improvements that may be secured by a lien on body, the Equipment; provided that with City shall pay the amount of all such taxes, assessments and governmental charges then due, as Additional Rentals. With respect to special assessments or other governmental charges that which may be lawfully be paid in installments over a period of years, Lessee the City shall be obligated to pay provide for Additional Rentals only for such installments as are required to be paid during the Term upcoming Fiscal Year. Except for Permitted Encumbrances, the City shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Leased Property (including, without limitation, any taxes levied upon the Leased Property which, if not paid, will become a charge on the rentals and receipts from the Leased Property, or any interest therein, including the interests of this Lease the Trustee), or the rentals and revenues derived therefrom or hereunder. The City shall also pay as and when Additional Rentals, as the same respectively become due, all utility and other charges and fees and other expenses incurred in the operation, maintenance and upkeep of the Leased Property. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The City may, at its own expense and in its own nameexpense, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor the Trustee shall notify Lessee the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest value of Lessor in the Equipment Leased Property will be materially endangered or the Equipment or any part thereof Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges shall be paid forthwith (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such taxes, assessments, utility or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessorother charges).

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee The Borrower shall pay before any interest, collection fees or penalties shall become due, every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Borrower in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any portion thereof, including, without limitation, all taxes taxes, assessments, whether general or special, and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project or any part thereofmachinery, equipment or which become due during other property installed or brought by the Term Borrower therein or thereon (including, without limiting the generality of this Leasethe foregoing, whether assessed against Lessee any taxes levied upon or Lessor. Lessee shall also pay when due with respect to the receipts, income or profits of the Issuer from the Project and all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject); provided, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Borrower shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same they become due. Lessee shall not be required to pay Notwithstanding the foregoing or any federalcontrary provision in any of the Loan Documents, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Borrower may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility assessments and other charges andby appropriate proceedings provided adequate financial reserves have been established on its books and records in accordance with generally accepted accounting principles, in and during such contest Borrower's failure to pay such obligations shall not constitute a default of Borrower. The Borrower shall furnish to the event Issuer promptly, upon request, proof of the payment of any such contesttax, may permit the taxes, assessments, utility assessment or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee thatgovernmental or similar charge, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in other charge which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessoris payable by the Borrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. Except The Company will pay, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay (i) all taxes and other governmental charges of any kind which are at any time whatsoever that may lawfully be assessed or levied against or with respect to the Equipment, the Rental Payments Project or any machinery, equipment or other property installed or brought by the Company therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to any part thereofof the receipts, income or which profits of the Board from the Project and any other taxes levied upon or with respect to the Project which, if not paid, would become due during a lien on the Term Project prior to or on a parity with the lien of this Leasethe Indenture or the Mortgage or a charge on the revenues and receipts therefrom prior to or on a parity with the charge thereon and pledge and assignment thereof to be created and made in the Indenture), whether assessed against Lessee or Lessor. Lessee shall also pay when due (ii) all gas, water, steam, electricity, heat, power, telephone, utility and other similar charges incurred in the operation, maintenance, use, occupancy and upkeep of the EquipmentProject, and (iii) all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProject; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become dueTerm. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The Company may, at its own expense and in its own namename and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments, utility assessments and other charges and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor by such action the title of the Board to any part of the Project shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment Project or any part thereof will be shall become subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges or provide Lessor shall be paid prior to their becoming delinquent. The Board will cooperate fully with full security against the Company in any loss which may result from nonpayment, in form satisfactory to Lessorsuch contest.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee the City shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or the City with respect to the EquipmentProperty, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee The City shall also pay when due due, all gas, water, steam, electricity, heat, power, telephone, and other charges lawfully assessed or levied against the City incurred in the operation, maintenance, use, occupancy occupancy, and upkeep of the EquipmentProperty, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the EquipmentProperty; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the City shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee The City shall not be required to pay any federal, state state, or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by LessorXxxxxx, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee The City may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility utility, and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee the City that, in the opinion of Independent Counsel, by nonpayment non-payment of any such items the interest of Lessor in the Equipment Property will be materially endangered or the Equipment Property or any part thereof will be subject to loss or forfeiture, in which event Lessee the City shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpaymentnon-payment, in a form satisfactory to Lessor.

Taxes, Other Governmental Charges and Utility Charges. Except (a) Subject to Section 5.05(b), the Company will pay during the term of this Agreement, as expressly limited by this Sectionthe same respectively become due, Lessee shall pay all taxes and other governmental charges of any kind which are whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment, the Rental Payments Project Facilities or any part thereofmachinery, equipment or other property installed, brought by the Company therein or thereon or with respect to the issuing of 1999 Series A Bonds (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the rentals of the Issuer derived under this Agreement, or which become due during the Term any transaction privilege taxes or rental taxes payable as a result of any rental payments hereunder and similar charges, pursuant to this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, Agreement) and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipmentimprovements; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee the Company shall be obligated to pay only such installments as are required to be paid during the Term term of this Lease Agreement. Upon receipt of notice thereof by the Issuer, the Issuer will promptly provide notice to the Company as and when to the same become due. Lessee shall levy or assessment of any such taxes or governmental charges, but the failure of the Issuer to provide such notice will not be required affect the responsibilities of the Company as set forth in this subsection (a) once such notice is provided to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee Company. (b) The Company may, at its own expense and in its own namename and behalf or in the name and on behalf of the Issuer, but only after written notice to the Issuer, in good faith contest any assessed valuation or the amount or the legality of such taxes, assessments, utility assessments and other charges charges, and, in the event of any such contest, may permit the taxes, assessments, utility assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion enforcement of Independent Counsel, any such contested items is so stayed and such stay thereafter expires or unless by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or contested items, any part thereof of the Project Facilities will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility assessments or other charges shall be paid promptly or provide Lessor with full security against any loss which may result from nonpaymentsecured by posting a bond, in form satisfactory to Lessorthe Issuer, with the Issuer. The Issuer will cooperate with the Company in any such contest at the Company=s expense. The Issuer shall cooperate with the Company, at the Company=s expense, in connection with any administrative or judicial proceedings for determining the validity or amount of any such taxes, assessments or other charges or any payments in lieu of taxes and appoints the Company to take any action which the Issuer may lawfully take in respect of such payments and all matters relating thereto, and the Company shall bear and pay all reasonable costs and expenses of the Issuer thereby incurred at the request of the Company or by reason of any such action taken by the Company on behalf of the Issuer.