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

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Lessee acknowledge that (i) under the law in existence as 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee 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 governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, equipment or 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 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 any of the Mortgages thereon and (ii) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Lessee Company acknowledge that (i) that under the law in existence as of the Issue Datepresent law, by reason of the entry by the IDB and Lessee's assignor into the Original Leases prior to May 21Abatement Agreement, 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 subjectis exempt, throughout the Lease TermMaximum Exemption Period, to 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) that under the present 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) that these factors, among others, induced the Lessee Company to enter into this Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereofProject, the Lessee Company may at its option terminate this Lease Agreement upon payment in full of all Debt Service then due and may purchase the Project in accordance compliance with the terms other provisions of Section 3.8 hereof, whereupon the IDB shall convey the same to the Company. However, the Lessee Company will pay, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee 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 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 any of the Mortgages thereon and (ii) any ad valorem taxes levied for educational purposes or assessed upon Lessee's Company’s interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Company shall be obligated to pay only such installments as are required to be paid during the Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Issuer and the Lessee Company acknowledge that (i) under the law in existence as of the Issue Date, (A) by reason of the entry by the IDB Issuer and Lessee's assignor Kinark into the Original Leases Lease prior to May 21, 1992 (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 Existing Facilities will not be subject, throughout the Lease Termuntil 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 IDB Issuer from the Project are not subject to either federal or State taxation; and (iii) these factors, among others, induced the Lessee Company to enter into this Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereofProject, the Lessee Company may at its option terminate this Lease Agreement upon payment in full of all Debt Service then due and may purchase the Project in accordance compliance with the terms other provisions of Section 3.8 hereof, whereupon the Issuer shall convey the same to the Company. However, the Lessee Company will pay, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee 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 Issuer 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 any of the Mortgages Mortgage thereon and (ii) any ad valorem taxes levied for educational purposes or assessed upon Lesseethe Company's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Company shall be obligated to pay only such installments as are required to be paid during the Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Issuer and the Lessee acknowledge that (i) under the present law in existence as 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 fee simple title in and to the Project owned by the IDB Issuer will be subject, throughout the Lease Term, subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof; (ii) , and that under the present law in existence as of the Issue Date, the income and profits (if any) of the IDB Issuer from the Project are not subject to either federal Federal or State Georgia taxation; and (iii) these factors, among others, induced the . The Lessee to enter into this Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will shall pay, as the same respectively become duelawfully due and payable, (i) all taxes and governmental charges of any kind whatsoever that may at upon or with respect to the interest held by the Lessee under this Lease, (ii) all taxes and governmental charges of any time be lawfully assessed or levied against kind whatsoever upon or with respect to the Project or any machinery, equipment or other related property installed or brought by the Lessee onto the Realty therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the income or profits of the IDB Issuer from the Project which, if not paid, will become a lien on the Project or a charge on the rents, revenues and receipts from the Project prior to or on a parity with the lien of any thereon and the pledge or assignment thereof created and made in the Indenture), (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Mortgages thereon Project, and (iiiv) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Lease Term. The Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless 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 the Project or the rents, revenues or receipts derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments 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, the Issuer or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Lessee to the one making the advancement, which amounts, together with interest thereon at the rate of ten per centum (10%) per annum from the date thereof, the Lessee agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Issuer and the Lessee acknowledge that (i) under the present law in existence as 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 Issuer will be subject, throughout the Lease Term, subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof; (ii) , and that under the present law in existence as of the Issue Date, the income and profits (if any) of the IDB Issuer from the Project are not subject to either federal Federal or State Georgia taxation; and (iii) these factors, among others, induced . The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enter into this enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Agreement. In Structure and Valuation of Leasehold Interest among the event such exemptions are terminated or deemed inapplicable to the Project or any part thereofIssuer, the Lessee may at its option terminate this Lease Agreement and may purchase the Project 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 accordance with the terms hereof. Howeverlieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become duelawfully 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 governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against upon or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the income or profits of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any or charge of the Mortgages thereon Indenture; (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iiiv) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Issuer and the Lessee further acknowledge that (i) under the present law in existence as 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 Series 2000A Project owned by the IDB Issuer and financed with the proceeds of the Series 2000A Bonds from time to time will be subject, throughout the Lease Term, subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof; (ii) , and that under the present law in existence as of the Issue Date, the income and profits (if any) of the IDB Issuer from such portions of the Series 2000A Project are not subject to either federal Federal or State taxation; Georgia taxation and (iii) these factors, among others, factors have induced the Lessee to enter into this Lease AgreementLease. In the event such exemptions are terminated or deemed inapplicable However, subject to the Project or any part thereofMemorandum 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 may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will shall pay, as the same respectively become duelawfully due and payable, (i) all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against upon or with respect to the interest held by the Lessee under this Lease, (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Series 2000A Project or any machinery, equipment or other related property installed or brought by the Lessee onto the Realty therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the income or profits of the IDB Issuer from the Series 2000A Project which, if not paid, will become a lien on the Project or a charge on the rents, revenues and receipts from the Series 2000A Project prior to or on a parity with the lien of any pledge or assignment thereof created and made in the Indenture), (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Mortgages thereon Series 2000A Project and (iiiv) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Series 2000A Project; 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 Lease Term. The Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Issuer or the Trustee shall notify the Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the rents, revenues or receipts derived from the Series 2000A Project will be materially endangered or the Series 2000A Project or any material part thereof will be subject to loss or forfeiture, in which event such taxes, assessments 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, the Issuer or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Lessee to the one making the advancement, which amounts, together with interest thereon at the Default Rate the date thereof, the Lessee agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. CIC and the Sublessee acknowledge: (a) The IDB and the Lessee acknowledge that (i) under the present law in existence as 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, Subleased premises is subject 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. If, however, such conditions should cease to exist, 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee Sublessee agrees that it will pay, as the same respectively become due, due (1) all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project Subleased premises or any machinerypart thereof, equipment that may be or other property installed become secured by a lien thereof or brought by the Lessee onto the Realty on any part thereof (including, without limiting the generality of the foregoing, (i) any all taxes levied on upon or with respect to the income or profits of CIC or the IDB City of Tarrant City from the Project Subleased premises which, if not paid, will become a lien on the Project or a charge on the revenues and receipts from the Project Subleased premises prior to or on a parity with the lien of any 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 utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Mortgages thereon Subleased premises etc., and (ii2) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges at any time lawfully made by any governmental body for public improvements that may be secured by a lien on the ProjectSubleased premises or any part thereof; provided, however, that with respect to special assessments or other governmental government charges that may lawfully be paid in installments over a period of years, the Lessee Sublessee shall be obligated to pay only such installments as are required come due during the Sublease Term. If the Sublessee shall first notify CIC of its intention so to do, the Sublessee may, in good faith and at its own expense and in its own name and behalf or in the name and behalf of CIC, contest any such taxes, assessments or other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless CIC shall be of the opinion that by such action the title of the City of Tarrant City to or the lien of the Indenture on any part of the Subleased premises shall be materially endangered or the Subleased premises or any part thereof shall become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid during prior to becoming delinquent. CIC will cooperate fully with the Lease TermSublessee in any such contest.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Lessee acknowledge that (i) under the law in existence as 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 subjectCompany shall, throughout the Lease TermTenn, 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 duly pay 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will paydischarge, as the same respectively become duedue and payable: (i) all taxes, all taxes special assessments for benefits and governmental charges of any kind 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 Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty (including, without limiting the generality interests of the foregoingIssuer, of the Company and of the Holder in the Project, (iii) any taxes levied on upon or with respect to the income or profits lease revenues and receipts of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any charge, pledge, and assignment thereof created and made in the Security Document and the Assignment, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the Mortgages thereon Project, and (iiiv) any ad valorem taxes levied other levies, permit fees, inspection and license fees and all other charges imposed upon or assessed against the Project or any part thereof or upon Lesseethe revenues, rents, issues, income and 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 ProjectProject is exempt from ad valorem taxes. The Company's interest in the Project is a mere usufruct and bailment for hire (which are not separately taxable estates) and not an estate for years (which would be an estate in which the leasehold interest would be taxable based on the 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 prevent the taxing authorities from being deprived of revenues relating to the Project during the period title thereto is in the Issuer, the Company shall, in consideration of the lease structure and all assessments other benefits, 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 lawfully made by any governmental body for public improvements that which may be secured by or become a lien or encumbrance on the Project; 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 Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and Company, at the Lessee acknowledge that (i) under the law in existence as expense of the Issue DateCompany, 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 subjectshall, 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 duly pay 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will paydischarge, as the same respectively become duedue and payable, (i) all taxes and governmental charges of any kind 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 Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty (including, without limiting the generality interests of the foregoingIssuer, of the Company and of the Holder in the Project, (iii) any sales or rent taxes levied on upon or with respect to the income or profits lease revenues and receipts of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Deed, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the Mortgages thereon Project, and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, and income 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. Under current law, the Issuer is exempt from ad valorem property tax on its property. In 2006, 2007 and 2008, the Company shall pay payments in lieu of taxes on its leasehold interest which is equal to the taxes which would be levied against the Project if the Company, rather than the Issuer, were the owner of the Project on January 1 of such year. For purposes of calculating the payments in lieu of taxes (i) the fair market value of the Project shall be determined using the valuation procedures ordinarily employed in the County for purposes of ad valorem property taxation, (ii) the fair market value shall be multiplied by the assessment percentage (40%), (iii) the resulting "assessed value" shall be multiplied by the respective millage rates of the state, county, city and local taxing authorities to determine the "gross normal tax" applicable to each such governmental entity and (iv) and the "gross normal tax" applicable to each such governmental entity shall be multiplied by the applicable payment percentage for the year for which such calculation is made to determine the payment in lieu of taxes payable in such year to each such governmental entity. In any year in which a payment in lieu of taxes is due hereunder, the Company shall, on or before the date actual ad valorem taxes levied or assessed upon Lessee's would normally be due, deliver to the Issuer, checks payable to the respective tax collectors for such state, county, city, and local taxing authorities for the amount payable in such year to each such governmental entity for which such tax collectors collect taxes. Receipt of such checks shall be noted by the Issuer on its records and the Issuer shall then forward the respective checks to the respective tax collectors that are the payees thereof. The Issuer shall have no economic interest in such payments of taxes, but shall serve a collector thereof for the Project), benefit of such governmental entities. Should the Company fail to make payments of taxes required by this Section at the times and all assessments and charges lawfully made by any governmental body in the manner provided for public improvements that may be secured by a lien on the Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of yearsthis Section, the Lessee Company shall be obligated to pay only to the respective governmental entities, in addition to such installments as are required to payment of taxes, any additional penalties and interest that may be paid during assessed against the Lease Term.Company. 20

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB 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 Lessee acknowledge that (i) under payment of which the law Borrower is or shall become liable by reason of its estate or interest in existence as of the Issue DateProject or any portion thereof, by reason of any right or interest of the entry by the IDB and Lessee's assignor into the Original Leases prior to May 21Borrower in or under this Agreement, 1992 (the effective date of Act No. 92-599, Legislature of Alabama), and or by reason of the renewal provisions contained or in the Original Leases, no part any manner connected with or arising out of the Project owned by the IDB will be subjectpossession, throughout the Lease Termoperation, to ad valorem taxation by the State maintenance, alteration, repair, rebuilding, use or by any political or taxing subdivision thereof; (ii) under the law in existence as occupancy 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part portion thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. Howeverincluding, the Lessee will pay, as the same respectively become duewithout limitation, all taxes taxes, assessments, whether general or special, and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty Borrower therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the receipts, income or profits of the IDB Issuer from the Project whichand all utility and other charges incurred in the operation, if not paidmaintenance, will become a lien on the Project or a charge on the revenues use, occupancy and receipts from the Project prior to or on a parity with the lien upkeep of any of the Mortgages thereon and (ii) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Borrower shall be obligated to pay only such installments as are required they become due. The parties acknowledge that the Project will be subject to ad valorem taxation unless the appropriate local taxing authorities (County and City governing bodies) agree that the Project will be paid exempt in whole or in part from such taxes. Notwithstanding the foregoing or any contrary provision in any of the Loan Documents, the Borrower may, at its expense and in its own name, in good faith contest any such taxes, assessments and other charges by appropriate proceedings provided adequate financial reserves have been established on its books and records in accordance with generally accepted accounting principles, and during such contest Borrower’s failure to pay such obligations shall not constitute a default of Borrower. The Borrower shall furnish to the Lease TermIssuer promptly, upon request, proof of the payment of any such tax, assessment or other governmental or similar charge, or any other charge which is payable by the Borrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Issuer and the Lessee acknowledge that (i) under the present law in existence as 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 Issuer will be subject, throughout the Lease Term, subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof; (ii) , and that under the present law in existence as of the Issue Date, the income and profits (if any) of the IDB Issuer from the Project are not subject to either federal Federal or State Georgia taxation; and (iii) these factors, among others, induced . The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enter into this enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Agreement. In Structure and Valuation of Leasehold Interest among the event such exemptions are terminated or deemed inapplicable to the Project or any part thereofIssuer, the Lessee may at its option terminate this Lease Agreement and may purchase the Project 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 accordance with the terms hereof. Howeverlieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become duelawfully 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 governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against upon or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the income or profits of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any or charge of the Mortgages thereon Indenture; (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iiiv) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Lessee acknowledge that (i) under the law in existence as 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 subjectCompany shall, 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 duly pay 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will paydischarge, as the same respectively become duedue and payable: (i) all taxes, all taxes special assessments for benefits and governmental charges of any kind 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 Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty (including, without limiting the generality interests of the foregoingIssuer, of the Company and of the Holder in the Project, (iii) any taxes levied on upon or with respect to the income or profits lease revenues and receipts of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the Mortgages thereon Project, and (iiiv) any ad valorem taxes levied other levies, permit fees, inspection and license fees and all other charges imposed upon or assessed against the Project or any part thereof or upon Lesseethe revenues, rents, issues, income and 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 hire (which are not separately taxable estates) and not an estate for years (which would be an estate in which the leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that the Company shall be liable for no actual taxes on its leasehold or bailment for hire interest in the Project). However, in order to prevent the taxing authorities from being deprived of revenues relating to the Project during the period title thereto is in the Issuer, the Company shall, in consideration of the lease structure and all assessments other benefits, 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 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 lawfully made by any governmental body for public improvements that which may be secured by or become a lien or encumbrance on the Project; 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 Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Lessee and the Issuer have entered into certain special covenants related to ad valorem taxation, as specifically set forth in Section 8.8 hereof and as set forth in the PILOT Agreement. The Issuer and the Lessee further acknowledge that (i) under the present law in existence as 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 Issuer will be subject, throughout the Lease Term, subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof; (ii) , and that under the present law in existence as of the Issue Date, the income and profits (if any) of the IDB 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 Lease is not subject to ad valorem taxation by the State taxation; of Georgia or by any political or taxing subdivision thereof, and (iii) these factors, among others, factors have induced the Lessee to enter into this Lease AgreementLease. In The Issuer and the event such exemptions are terminated or deemed inapplicable Lessee acknowledge that the Lessee’s willingness to acquire, construct and equip the Project or any are based in part thereof, upon such covenants and the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereofPILOT Agreement. However, the Lessee will shall pay, as the same respectively become duelawfully due and payable, (i) all taxes and governmental charges of any kind whatsoever that may at upon or with respect to the interest held by the Lessee under this Lease, (ii) all taxes and governmental charges of any time be lawfully assessed or levied against kind whatsoever upon or with respect to the Project or any machinery, equipment or other related property installed or brought by the Lessee onto in the Realty Project Facility (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the income or profits of the IDB Issuer from the Project which, if not paid, will become a lien on the Project or a charge on the rents, revenues and receipts from the Project prior to or on a parity with the lien of any pledge or assignment thereof created and made in the Financing Agreement), (iii) all utility and other charges incurred in the operation, maintenance, use, and upkeep of the Mortgages thereon Project and (iiiv) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Lease Term. The Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid (if allowed by law) during the period of such contest and any appeal therefrom.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB 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 Lessee acknowledge that (i) under payment of which the law Borrower is or shall become liable by reason of its estate or interest in existence as of the Issue DateProject or any portion thereof, by reason of any right or interest of the entry by the IDB and Lessee's assignor into the Original Leases prior to May 21Borrower in or under this Agreement, 1992 (the effective date of Act No. 92-599, Legislature of Alabama), and or by reason of the renewal provisions contained or in the Original Leases, no part any manner connected with or arising out of the Project owned by the IDB will be subjectpossession, throughout the Lease Termoperation, to ad valorem taxation by the State maintenance, alteration, repair, rebuilding, use or by any political or taxing subdivision thereof; (ii) under the law in existence as occupancy 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part portion thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. Howeverincluding, the Lessee will pay, as the same respectively become duewithout limitation, all taxes taxes, assessments, whether general or special, and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty Borrower therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the receipts, income or profits of the IDB Issuer from the Project whichand all utility and other charges incurred in the operation, if not paidmaintenance, will become a lien on the Project or a charge on the revenues use, occupancy and receipts from the Project prior to or on a parity with the lien upkeep of any of the Mortgages thereon and (ii) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Borrower shall be obligated to pay only such installments as are required they become due. Notwithstanding the foregoing or any contrary provision in any of the Loan Documents, the Borrower may, at its expense and in its own name, in good faith contest any such taxes, assessments and other charges by appropriate proceedings provided adequate financial reserves have been established on its books and records in accordance with generally accepted accounting principles, and during such contest Borrower's failure to be paid during pay such obligations shall not constitute a default of Borrower. The Borrower shall furnish to the Lease TermIssuer promptly, upon request, proof of the payment of any such tax, assessment or other governmental or similar charge, or any other charge which is payable by the Borrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Lessee Company acknowledge that (i) that under the law in existence as of the Issue Datepresent law, by reason of the entry by Abatement Agreement, 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 2017 Project owned by the IDB will be subjectis exempt, throughout the Lease TermAbatement Period, to 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) that under the present 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) that these factors, among others, induced the Lessee Company to enter into this Lease AgreementLease. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereofinapplicable, the Lessee Company may at its option terminate this Lease Agreement upon payment in full of all Bond Service Charges then due and may purchase the Project in accordance compliance with the terms other provisions of Section 3.7 hereof, whereupon the IDB shall convey the same to the Company. HoweverNotwithstanding the foregoing, the Lessee Company will pay, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or Projector any machinery, equipment or other property installed or brought by the Lessee 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 any of the Mortgages Mortgage thereon and (ii) any ad valorem taxes levied for educational purposes or assessed upon Lessee's the Company’s interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Company shall be obligated to pay only such installments as are required to be paid during the Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Lessee acknowledge that (i) under the law in existence as 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 subjectCompany shall, 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 duly pay 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 Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. However, the Lessee will paydischarge, as the same respectively become duedue and payable: (i) all taxes, all taxes special assessment for benefits and governmental charges of any kind 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 Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty (including, without limiting the generality interests of the foregoingIssuer, of the Company and of the Holder in the Project, (iii) any taxes levied on upon or with respect to the income or profits lease revenues and receipts of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the Mortgages thereon Project, and (iiiv) other levies, permit fees, inspection and license fees and all other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and 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 levied or assessed upon Lessee's The Company’s leasehold interest in the Project is a mere usufruct and bailment for hire (which are not separately taxable estates) and not an estate for years (which would be an estate in which the leasehold interest would be taxable based on the 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 benefits, 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 all assessments 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 lawfully made by any governmental body for public improvements that which may be secured by or become a lien or encumbrance on the Project; 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 Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB Issuer and the Lessee acknowledge that (i) under the present law in existence as 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 Issuer will be subject, throughout the Lease Term, subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof; (ii) , and that under the present law in existence as of the Issue Date, the income and profits (if any) of the IDB Issuer from the Project are not subject to either federal Federal or State Georgia taxation; and (iii) these factors, among others, induced . The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enter into this enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee’s interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Agreement. In Structure and Valuation of Leasehold Interest among the event such exemptions are terminated or deemed inapplicable to the Project or any part thereofIssuer, the Lessee may at its option terminate this Lease Agreement and may purchase the Project 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 accordance with the terms hereof. Howeverlieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become duelawfully 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 governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against upon or with respect to the Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty therein or thereon (including, without limiting the generality of the foregoing, (i) any taxes levied on upon or with respect to the income or profits of the IDB Issuer 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 therefrom prior to or on a parity with the lien of any or charge of the Mortgages thereon Indenture; (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iiiv) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; 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 Lease Term.