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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company 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 Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, 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 Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues 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 Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board 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 interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to shall pay promptly during the Term all taxes, special assessments and governmental charges of any kind whatsoever as and when the same shall become due and payabledue, each and every lawful costrespectively, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company 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 Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) levied upon or with respect to the income or profits Facilities, against any property of the Board from Company brought in or upon the Project Facilities, any sales and excise taxes on products or under this Agreement; (c) transactions thereof, any taxes levied upon or with respect to income or profits from the possessionFacilities and, without limiting the generality of the foregoing, any taxes which, if not paid, would become a lien on the Facilities, all utility and other charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project Facilities and all other assessments and charges of any nature that may be secured by a lien on the Facilities; provided, however, with respect to special assessments or any portion thereof; or (d) upon this transaction or any document to which the Board or other governmental charges that may lawfully be paid in installments over a period of years, the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing during such permits, licenses and authorizationsperiod. The Company may, in good faith, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, 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 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 the Board or the Trustee shall notify therefrom. Otherwise the Company that by nonpayment of any such items the lien shall promptly pay or security interests afforded by this Agreement or the Indenture as cause to any part of the Project or the rents, payments and revenues 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 paid such taxes, assessments or charges shall be paid promptlycharges. The Board shall cooperate fully with In the Company in any such contest. If event that the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCompany, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one party making the advancementadvance, which amounts, together with interest thereon from the date thereof at the rate of interest borne by the Bonds from the date thereofstated in Section 5.2, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company 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 Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments (including, but not limited to, special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project) and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board Issuer or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Issuer or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board Issuer from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board Issuer or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges (subject to the right of the Company to contest any such charges) for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board Issuer will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, 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 Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues 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 promptlytherefrom. The Board Issuer shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCompany, the Board Issuer or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board 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 interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Company, at the expense of the Company, shall, throughout the Term, duly pay promptly and discharge, as and when the same shall become due and payable, each (i) all taxes and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Authority, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Holder in the Project, (ii) any sales or the Company therein or under this Agreement; (b) rent taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Authority from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Deed, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy 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 Authority and the Holder shall be entitled to enforce the provisions of this Section, and the Authority’s right to enforce the same is one of the Unassigned Rights. Under current law, property owned by the Authority is exempt from ad valorem property tax. The Company shall make annual payments in lieu of taxes to the Authority, for the benefit of the state, the county, the city and the other local taxing authorities, equal to the following payment percentages of the ad valorem taxes which they would have levied against the Project if the Company, rather than the Authority, were the owner of the Project on January 1 of such year: 2002 20% 2003 40% 2004 60% 2005 80% 2006 and thereafter 100% 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 portion thereof; or (d) upon this transaction or any document to year in which the Board or a payment in lieu of taxes is due hereunder, the Company is a party creating shall, on or transferring an interest or an estate in before the Project; under or by virtue of any present or future lawdate actual ad valorem taxes would normally be due, statutedeliver to the Authority, ordinance, regulation or other requirement of any governmental authority, whether federal, checks payable to the respective tax collectors for such state, county, city, municipal, school or otherwiseand local taxing authorities for the payment in lieu of taxes 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 Authority on its records and the Authority shall then forward the respective checks to the respective tax collectors that are the payees thereof. The Company also agrees to pay any special assessments Authority shall have no economic interest in such payments in lieu of taxes, but shall serve a collector thereof for public improvements or benefits for which the benefit of such governmental entities. Should the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, 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 Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues 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 Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any make payments in lieu of the foregoing items taxes required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board 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 interest borne by times and in the Bonds from the date thereofmanner provided for in this Section, the Company agrees shall be obligated to paypay to the respective governmental entities, in addition to such payment in lieu of taxes, an additional amount that shall be equal to the penalties and interest that would be assessed against the Company if such payment in lieu of taxes were delinquent ad valorem taxes. If the Authority’s ownership interest in the Project, the Company’s leasehold interest or any other interest therein should become subject to actual ad valorem taxes in any tax year, the Company’s obligations to pay payments in lieu of taxes, above, shall be inapplicable to such tax year.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when In the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company 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 Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the event that a Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect governmental body which may be secured by a lien against such Project, an Additional Rental, from and to the income or profits extent of the Board from the Project or under this Agreement; (c) upon or with respect to the possessionFunds, operationshall be paid, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured paid, by the Board 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 Board shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during that period that the Board is obligated to pay Base Rentals. The Board 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 all necessary building permitsreceipts prior to or on a parity with the charge thereon and the pledge and assignment thereof to be created and made in the Indenture), other permits, licenses and other authorizations required for or any interest therein (including the lawful and proper construction, use, occupation, operation and management interest of the ProjectAuthority) on the rentals and revenues derived therefrom or hereunder. The Company Board shall also agrees to pay pay, or shall cause to be paid paid, as Additional Rentals, from and to the extent of available Board Funds, as the same respectively become due, all lawful charges for gas, water, sewersteam, electricity, light, heat, power, telephone telephone, utility and other utility charges incurred in the operation, maintenance, use, occupancy and service usedupkeep of the Projects. As long as the Board is in possession of the Projects and except as otherwise provided herein, rendered 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 Projects. The Board in its discretion may discharge its responsibility hereunder by: (1) using its own employees; or supplied to(2) contracting for services; or (3) subleasing all or portions of the Projects, subject to the provisions of this Master Lease and the Indenture; or (4) 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 connection with any way impair the Project and Authority’s obligations under the Board will cooperate with Indenture or any other instrument, if any, securing any debt or borrowings by the Company in securing such permitsAuthority, licenses and authorizationsall or substantially all the proceeds of which are to be used to finance Projects. The Company Board may, at its own the expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless provided the Board shall first deposit with the Trustee, or in court, a bond or other security satisfactory to the Trustee pursuant to the Security Documents unless the Trustee shall notify the Company that Board that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or pursuant to the terms hereof and pursuant to the Indenture as to any part of and the Project or the rents, payments and revenues derived from the Project Security Documents will be materially endangered or the Project Projects or any part portion thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith. The In the event that the Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board 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 interest borne by the Bonds from the date thereof, the Company agrees to pay.Section

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall, throughout the Lease Term, duly pay and discharge, or cause to pay promptly be paid and discharged, as and when the same shall become due and payable, each : (i) all taxes and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project; (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document; (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project; and (iv) other levies, use permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or 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 and that the Leasehold Interest of the Company is a party creating or transferring an interest or an estate to be taxed as provided in the Project; under or Economic Development Agreement being executed by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwisethe Company in connection herewith. The Company also agrees shall exhibit to pay any special assessments for public improvements the Issuer and to the Holder upon request validated receipts showing the payment of such taxes and other charges which may be or benefits for which the Company would have otherwise have been liable had it in fact been the owner of become a lien or encumbrance on the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for Upon notifying the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project Holder and the Board will cooperate with Issuer of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or 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 such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any name of the foregoing items required by this Section to be paid by Issuer unless (i) it is in the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation opinion of the Company necessary to protect or assert the rights or interests of the Company. 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 making of the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payUnassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company 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 Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments (including, but not limited to, special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project) and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board Issuer or the Company and which shall be lawfully levied, assessed or imposed: (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Issuer or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board Issuer from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board Issuer or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges (subject to the right of the Company to contest any such charges) for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board Issuer will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, 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 Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues 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 promptlytherefrom. The Board Issuer shall cooperate fully with the Company in any such contest. If the Company shall fail fails to pay any of the foregoing items required by this Section 6.12 to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCompany, the Board Issuer or the any Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board Issuer or the any Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the lowest rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Company, at the expense of the Company, shall, throughout the Term, duly pay promptly and discharge, as and when the same shall become due and payable, each (i) all taxes and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right or interest of the Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which whatsoever that may at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Holder in the Project, (ii) any sales or the Company therein or under this Agreement; (b) rent taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (ciii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the 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. The parties intend that the Company pay ad valorem property taxes with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy interest of the Project or Company hereunder as contemplated in the Amended and Restated Memorandum of Understanding. If any portion thereof; or (d) upon taxing authority seeks to impose any taxes described in this transaction or any document to which the Board or Section, and if the Company is a party creating or transferring an interest or an estate in first notifies the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project Issuer and the Board will cooperate with Holder of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment. Should such unpaid taxes cause the Project to be subject to imminent loss or forfeiture by reason of such nonpayment, in which event the Issuer shall provide for the payment of such taxes, assessments taxes and be entitled to collect any and all rebates or charges shall be paid promptlyreturn or such. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail exhibit to pay any of the foregoing items required by this Section to be paid by the Company Issuer and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making Holder upon written request validated receipts showing the advancement, payment of any other charges and taxes which amounts, together with interest thereon at may be or become a lien or encumbrance on the rate of interest borne by the Bonds from the date thereof, the Company agrees to payProject.

Taxes, Other Governmental Charges and Utility Charges. The ----------------------------------------------------- Company agrees to pay promptly as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company 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 Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments (including, but not limited to, special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project) and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board Issuer or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Issuer or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board Issuer from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board Issuer or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board Issuer will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, 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 Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues 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 promptlytherefrom. The Board Issuer shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCompany, the Board Issuer or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board 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 interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as Issuer and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason acknowledge that under present law, no part of its estate or the Issuer's interest in the Project is subject to ad valorem taxation by the State or by any portion political or taxing subdivision thereof, by reason and that under present law, the income and profits (if any) of the Issuer from the Project are not subject to either federal or State taxation. The Issuer and the Company also acknowledge that the Company's interest in the Leased Land and the Project is a usufruct and not an estate for years, and therefore, the Company's interest in the Leased Land and the Project is not subject to either federal or State taxation. The Company shall pay, as the same become lawfully due and payable, (a) all taxes and governmental charges of any right kind whatsoever upon or with respect to the interest of the Board or held by the Company in hereunder, (b) all taxes and governmental charges of any kind whatsoever upon 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 respect to the Project or any part thereof. The machinery, equipment or related property installed or brought by the Company also agrees to pay and discharge all lawful real estate taxestherein or thereon (including, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a lien on the Project prior to or under this Agreement;on a parity with the security interest in favor of the Issuer created hereunder), (c) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project or any portion thereof; orProject, and (d) upon this transaction or all assessments and charges lawfully made by any document to which the Board or the Company is governmental body for public improvements that may be secured by a party creating or transferring an interest or an estate in lien on the Project; under or by virtue of any present or future lawprovided, statute, ordinance, regulation that with respect to special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The the Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, 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 Board Issuer or the Trustee shall notify the Company that that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part in favor of the Project or the rents, payments and revenues derived from the Project Issuer 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 Board Issuer shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCompany, the Board or the Trustee Issuer may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee Issuer shall become an additional obligation of the Company to the one making the advancementIssuer, which amounts, together with interest thereon at the rate of interest borne by the Bonds 8% per annum from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Company, at the expense of the Company, shall, throughout the Term, duly pay promptly and discharge, as and when the same shall become due and payable, each (i) all taxes and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company 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 part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Holder in the Project, (ii) any sales or the Company therein or under this Agreement; (b) rent taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Deed, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, and income of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or 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 a party creating or transferring an interest or an estate 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 Project; under 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 by virtue of any present or future lawbefore the date actual ad valorem taxes would normally be due, statutedeliver to the Issuer, ordinance, regulation or other requirement of any governmental authority, whether federal, checks payable to the respective tax collectors for such state, county, city, municipal, school or otherwiseand 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 Company also agrees to pay any special assessments Issuer shall have no economic interest in such payments of taxes, but shall serve a collector thereof for public improvements or benefits for which the benefit of such governmental entities. Should the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, 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 Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues 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 Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any make payments of the foregoing items taxes required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board 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 interest borne by times and in the Bonds from the date thereofmanner provided for in this Section, the Company agrees shall be obligated to paypay to the respective governmental entities, in addition to such payment of taxes, any additional penalties and interest that may be assessed against the Company.