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

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shall, throughout the Lease Term, duly pay and discharge, as the same become due and payable: (i) 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 interests of the Issuer, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or 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, (iii) 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, 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 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 which may be or become a lien or encumbrance on the Project.

Taxes, Other Governmental Charges and Utility Charges. (a) The Issuer and the Company shallacknowledge that (i) under the law in existence as of the Issue Date, (A) by reason of the entry by the Issuer and Kinark into the Original Lease prior to May 21, 1992, the Existing Facilities will not be subject, until September 2, 1999, to ad valorem taxation by the State or by any political or taxing subdivision thereof, and (B) by reason of the Inducement Agreement, the New Facilities are exempt, throughout the Maximum Exemption Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as is levied for educational purposes; (ii) under the law in existence as of the Issue Date, the income and profits (if any) of the Issuer from the Project are not subject to either federal or State taxation; and (iii) these factors, among others, induced the Company to enter into this Lease TermAgreement. In the event such exemptions are terminated or deemed inapplicable to the Project, duly pay the Company may at its option terminate this Lease Agreement upon payment in full of all Debt Service then due and dischargecompliance with the other provisions of Section 3.8 hereof, whereupon the Issuer shall convey the same to the Company. However, the Company will pay, as the same respectively become due and payable: (i) due, all taxes, special assessments for benefits 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 interests Project or any machinery, equipment or other property installed or brought by the Company onto the Leased Realty (including, without limiting the generality of the Issuer, of the Company and of the Holder in the Projectforegoing, (iii) any taxes levied upon on or with respect to the lease revenues and receipts income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts therefrom from the Project 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, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep lien of the Project, Mortgage thereon and (ivii) other levies, permit fees, inspection and license fees and all other charges imposed upon any ad valorem taxes levied for educational purposes 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. The Company's interest in the Project is Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by 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 lien on the value Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of the leasehold interest). Thusyears, 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 obligated to prevent the taxing authorities from being deprived of revenues relating pay only such installments as are required to the Project be paid during the period title thereto is in the Issuer, 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 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 which may be or become a lien or encumbrance on the ProjectLease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shallIssuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, throughout and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease Termto enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, duly pay as set forth in that certain Memorandum of Agreement Regarding Lease Structure and dischargeValuation of Leasehold Interest among the Issuer, the Lessee and the Fulton County Board of Tax Assessors (the "Property Tax Memorandxx"). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become lawfully due and payable: , (i) all taxes, special assessments for benefits 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 (on account of a change in law or otherwise) at any time be lawfully assessed or levied against upon or with respect to the interests Project or any machinery, equipment or other property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the Issuerforegoing, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or 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 lien or charge of the Bond Resolution and in the Security Document, Indenture; (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project, ; and (iv) other levies, permit fees, inspection all assessments and license fees and all other charges imposed upon or assessed against the Project or lawfully made by 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. The Company's interest in the Project is a mere usufruct and bailment governmental body 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 public improvements 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 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 which may be or become a secured by lien or encumbrance on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shallIDB 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, duly pay 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 dischargeprofits (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 and payable: (i) due, all taxes, special assessments for benefits 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 interests Project or any machinery, equipment or other property installed or brought by the Lessee onto the Realty (including, without limiting the generality of the Issuer, of the Company and of the Holder in the Projectforegoing, (iii) any taxes levied upon on or with respect to the lease revenues and receipts income or profits of the Issuer IDB from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts therefrom from the Project 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, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep lien of any of the Project, Mortgages thereon and (ivii) other levies, permit fees, inspection and license fees and all other charges imposed upon any ad valorem taxes levied 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 IssuerLessee's interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is a mere usufruct Project), and bailment all assessments and charges lawfully made by any governmental body 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 public improvements 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 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 which may be or become secured by 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 Company shallBorrower shall pay before any interest, throughout collection fees or penalties shall become due, every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the Lease Termpayment of which the Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, duly pay and dischargeby reason of any right or interest of the Borrower in or under this Agreement, as or by reason of or in any manner connected with or arising out of the same become due and payable: (i) possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any portion thereof, including, without limitation, all taxes, special assessments for benefits assessments, whether general or special, 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 interests Project or any machinery, equipment or other property installed or brought by the Borrower therein or thereon (including, without limiting the generality of the Issuerforegoing, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts receipts, income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or 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, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project); provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay only such installments as they become due. Notwithstanding the foregoing or any contrary provision in any of the Loan Documents, the Borrower may, at its expense and (iv) other leviesin its own name, permit feesin good faith contest any such taxes, inspection assessments 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. 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 by appropriate proceedings provided adequate financial reserves have been established 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 books and other benefits, make payments in lieu of taxes records in accordance with the payment percentages generally accepted accounting principles, and terms provided in Exhibit B hereto, subject during such contest Borrower's failure to and in accordance with the terms and conditions set forth in the Memorandum pay such obligations shall not constitute a default 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 LeaseBorrower. The Company Borrower shall exhibit furnish to the Issuer and to the Holderpromptly, upon request, validated receipts showing proof of the payment of any payments of taxessuch tax, payments in lieu of taxes and assessment or other charges governmental or similar charge, or any other charge which may be or become a lien or encumbrance on is payable by the ProjectBorrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. The Issuer and the Lessee further acknowledge that under present law no part of the Series 2000A Project owned by the Issuer and financed with the proceeds of the Series 2000A Bonds from time to time will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (aif any) The Company shallof the Issuer from such portions of the Series 2000A Project are not subject to either Federal or Georgia taxation and these factors have induced the Lessee to enter into this Lease. However, throughout subject to the Memorandum of Agreement Regarding Lease TermStructure and Valuation of Leasehold Interest entered into among the Sublessee, duly pay the Issuer and dischargethe Xxxxxx County Board of Tax Assessors, the Lessee shall pay, as the same become lawfully due and payable: , (i) all taxes, special assessments for benefits 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 upon or with respect to the interests of interest held by the Issuer, of the Company and of the Holder in the ProjectLessee 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 related property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the lease revenues and receipts income or profits of the 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 therefrom from the Series 2000A Project prior to or on a parity with the charge, pledge, and pledge or assignment thereof created and made in the Bond Resolution and in the Security DocumentIndenture), (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project, Series 2000A Project and (iv) 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, that with respect to special assessments or other leviesgovernmental charges that may lawfully be paid in installments over a period of years, permit feesthe Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. The Lessee may, inspection at its own expense and license fees in its own name and all behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges imposed upon 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 assessed against 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 upon forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Issuer shall cooperate fully with the revenues, rents, issues, income and profits Lessee in any such contest. If the Lessee shall fail to pay any of the Project or arising in respect of foregoing items required by this Section to be paid by 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 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 contraryLessee, the Issuer cannot or the Trustee may (but shall be under no obligation to) pay the same and does not warrant, guaranty any amounts so advanced therefor by the Issuer or promise any particular ad valorem tax treatment resulting from this Lease. The Company the Trustee shall exhibit become an additional obligation of the Lessee to the Issuer and one making the advancement, which amounts, together with interest thereon at the Default Rate the date thereof, the Lessee agrees to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a lien or encumbrance on the Projectpay.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Company shallacknowledge (i) that under present law, by reason of the Abatement Agreement, the Project is exempt, throughout the Maximum Exemption Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as is levied for educational purposes; (ii) that under present law the income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) that these factors, among others, induced the Company to enter into this Lease TermAgreement. In the event such exemptions are terminated or deemed inapplicable to the Project, duly pay the Company may at its option terminate this Lease Agreement upon payment in full of all Debt Service then due and dischargecompliance with the other provisions of Section 3.8 hereof, whereupon the IDB shall convey the same to the Company. However, the Company will pay, as the same respectively become due and payable: (i) due, all taxes, special assessments for benefits 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 interests Project or any machinery, equipment or other property installed or brought by the Company onto the Realty (including, without limiting the generality of the Issuer, of the Company and of the Holder in the Projectforegoing, (iii) any taxes levied upon on or with respect to the lease revenues and receipts income or profits of the Issuer IDB from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts therefrom from the Project 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, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep lien of the Project, Mortgages thereon and (ivii) other levies, permit fees, inspection and license fees and all other charges imposed upon any ad valorem taxes levied for educational purposes 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 Company’s interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by 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 lien on the value Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of the leasehold interest). Thusyears, 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 obligated to prevent the taxing authorities from being deprived of revenues relating pay only such installments as are required to the Project be paid during the period title thereto is in the Issuer, 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 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 which may be or become a lien or encumbrance on the ProjectLease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shall, throughout the Lease Term, duly pay and discharge, as the same become due and payable: (i) all taxes, special assessments 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 interests of the Issuer, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or 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, (iii) 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, 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 ’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 ’s interest in the Project is exempt from ad valorem taxes. taxes The Company's ’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 parties hereto contemplate that the Company shall be liable for pay 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 other benefits, make payments in lieu of taxes taxes, in accordance with the payment percentages and terms provided in Exhibit B heretothe 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 and in accordance with the terms and conditions set forth in the Memorandum of Understanding. Notwithstanding anything herein to the contraryany actual ad valorem property taxes, the Issuer canamount thereof shall be credited against any such payments in lieu of taxes. Further, if and so long as the Project is not and does not warrant, guaranty or promise any particular subject to ad valorem tax treatment resulting from this Leasetaxes, the Company shall make any payments in lieu of taxes required by the 2008 MOU. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a lien or encumbrance on the Project.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shallBorrower shall pay before any interest, throughout collection fees or penalties shall become due, every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the Lease Termpayment of which the Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, duly pay and dischargeby reason of any right or interest of the Borrower in or under this Agreement, as or by reason of or in any manner connected with or arising out of the same become due and payable: (i) possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any portion thereof, including, without limitation, all taxes, special assessments for benefits assessments, whether general or special, 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 interests Project or any machinery, equipment or other property installed or brought by the Borrower therein or thereon (including, without limiting the generality of the Issuerforegoing, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts receipts, income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or 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, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project); provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay only such installments as they become due. The parties acknowledge that the Project will be subject to ad valorem taxation unless the appropriate local taxing authorities (County and (ivCity governing bodies) other leviesagree that the Project will be exempt in whole or in part from such taxes. Notwithstanding the foregoing or any contrary provision in any of the Loan Documents, permit feesthe Borrower may, inspection at its expense and license fees in its own name, in good faith contest any such taxes, assessments 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. 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 by appropriate proceedings provided adequate financial reserves have been established 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 books and other benefits, make payments in lieu of taxes records in accordance with the payment percentages generally accepted accounting principles, and terms provided in Exhibit B hereto, subject during such contest Borrower’s failure to and in accordance with the terms and conditions set forth in the Memorandum pay such obligations shall not constitute a default 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 LeaseBorrower. The Company Borrower shall exhibit furnish to the Issuer and to the Holderpromptly, upon request, validated receipts showing proof of the payment of any payments of taxessuch tax, payments in lieu of taxes and assessment or other charges governmental or similar charge, or any other charge which may be or become a lien or encumbrance on is payable by the ProjectBorrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. CIC and the Sublessee acknowledge: (a) The Company shallthat under present law no part of the Subleased premises is subject to ad valorem taxation by the State or by any political or taxing subdivision thereof. If, throughout however, such conditions should cease to exist, the Lease Term, duly pay and dischargeSublessee agrees that it will pay, as the same respectively become due and payable: (i1) all taxes, special assessments for benefits 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 interests Subleased premises or any part thereof, that may be or become secured by a lien thereof or on any part thereof (including, without limiting the generality of the Issuerforegoing, of the Company and of the Holder in the Project, (ii) any all taxes levied upon or with respect to the lease revenues and receipts income or profits of CIC or the Issuer City of Tarrant City from the Project Subleased premises which, if not paid, will become a lien on the Project Subleased premises prior to or on a parity with the lien of the indenture or a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, pledge and assignment thereof to be created and made in the Bond Resolution and in the Security Document, Indenture); (iii2) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the ProjectSubleased premises etc., and (iv2) 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 Subleased premises or any part thereof; provided, that with respect to special assessments or other leviesgovernment charges that may lawfully be paid in installments over a period of years, permit feesthe Sublessee shall be obligated to pay only such installments as come due during the Sublease Term. If the Sublessee shall first notify CIC of its intention so to do, inspection the Sublessee may, in good faith and license fees at its own expense and all in its own name and behalf or in the name and behalf of CIC, contest any such taxes, assessments or other charges imposed upon and, in the event of any such contest, may permit the taxes, assessments or assessed against other charges so contested to remain unpaid during the Project 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 upon the revenuesforfeiture, rentsin which event such taxes, issues, income and profits of the Project assessments or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder charges shall be entitled paid prior to enforce the provisions of this Section, and the Issuer's right to enforce the same is one of the Unassigned Rightsbecoming delinquent. 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 other benefits, make payments in lieu of taxes in accordance CIC will cooperate fully with the payment percentages and terms provided Sublessee 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 which may be or become a lien or encumbrance on the Projectsuch contest.

Taxes, Other Governmental Charges and Utility Charges. (a) The IDB and the Company shallacknowledge (i) that under present law, by reason of the Abatement Agreement, the 2017 Project is exempt, throughout the Abatement Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as is levied for educational purposes; (ii) that under present law the income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) that these factors, among others, induced the Company to enter into this Lease. In the event such exemptions are terminated or deemed inapplicable, the Company may at its option terminate this Lease Termupon payment in full of all Bond Service Charges then due and compliance with the other provisions of Section 3.7 hereof, duly pay and dischargewhereupon the IDB shall convey the same to the Company. Notwithstanding the foregoing, the Company will pay, as the same respectively become due and payable: (i) due, all taxes, special assessments for benefits 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 interests Projector any machinery, equipment or other property installed or brought by the Company onto the Leased Realty (including, without limiting the generality of the Issuer, of the Company and of the Holder in the Projectforegoing, (iii) any taxes levied upon on or with respect to the lease revenues and receipts income or profits of the Issuer IDB from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts therefrom from the Project 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, (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep lien of the Project, Mortgage thereon and (ivii) other levies, permit fees, inspection and license fees and all other charges imposed upon any ad valorem taxes levied for educational purposes 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 Company’s interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by 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 lien on the value Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of the leasehold interest). Thusyears, 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 obligated to prevent the taxing authorities from being deprived of revenues relating pay only such installments as are required to the Project be paid during the period title thereto is in the Issuer, 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 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 which may be or become a lien or encumbrance on the ProjectLease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shall, throughout the Lease TermTenn, duly pay and discharge, as the same become due and payable: (i) 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 interests of the Issuer, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or 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 Security Document and in the Security DocumentAssignment, (iii) 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, 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 pay no actual taxes on its leasehold or bailment for hire interest in the ProjectProject 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 other benefits, make payments in lieu of taxes in accordance with the payment percentages and terms as 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 LeasePILOT Agreement. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a lien or encumbrance on the Project.

Taxes, Other Governmental Charges and Utility Charges. The Issuer and the Lessee acknowledge that under present law no part of the fee simple title in and to the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (aif any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Company shall, throughout the Lease Term, duly pay and dischargeLessee shall pay, as the same become lawfully due and payable: , (i) all taxes, special assessments for benefits 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 upon or with respect to the interests of interest held by the Issuer, of the Company and of the Holder in the ProjectLessee under this Lease, (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Project or any machinery, equipment or related property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the lease revenues and receipts income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or a charge on the rents, revenues and receipts therefrom from the Project prior to or on a parity with the charge, pledge, lien thereon and the pledge or assignment thereof created and made in the Bond Resolution and in the Security DocumentIndenture), (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project, and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, that with respect to special assessments or other leviesgovernmental charges that may lawfully be paid in installments over a period of years, permit feesthe Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. The Lessee may, inspection at its own expense and license fees in its own name and all behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges imposed upon 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 assessed against 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 upon forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Issuer shall cooperate fully with the revenues, rents, issues, income and profits Lessee in any such contest. If the Lessee shall fail to pay any of the Project or arising in respect of foregoing items required by this Section to be paid by 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 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 contraryLessee, the Issuer cannot or the Trustee may (but shall be under no obligation to) pay the same and does not warrant, guaranty any amounts so advanced therefor by the Issuer or promise any particular ad valorem tax treatment resulting from this Lease. The Company the Trustee shall exhibit become an additional obligation of the Lessee to the Issuer and 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 the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a lien or encumbrance on the Projectpay.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company Company, at the expense of the Company, shall, throughout the Lease Term, duly pay and discharge, as the same become due and payable: , (i) all taxes, special assessments for benefits 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 interests of the Issuer, of the Company and of the Holder in the Project, (ii) any sales or rent taxes levied upon or with respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or 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 DocumentDeed, (iii) 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 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 ’s right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the ActUnder current law, the Issuer's interest in the Project Issuer is exempt from ad valorem taxesproperty tax on its property. The Company's interest in the Project is a mere usufruct In 2006, 2007 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). Thus2008, while this Lease is in effect, the parties hereto contemplate that the Company shall be liable for no actual pay payments in lieu of taxes on its leasehold or bailment for hire 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 Project. HoweverCounty for purposes of ad valorem property taxation, in order to prevent (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 from being deprived 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 revenues relating taxes payable in such year to the Project during the period title thereto each such governmental entity. In any year in which a payment in lieu of taxes is in the Issuerdue hereunder, the Company shall, in consideration of on or before the lease structure and other benefitsdate actual ad valorem taxes would normally be due, 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 deliver to the contraryIssuer, 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 cannot on its records and does not warrant, guaranty or promise any particular ad valorem the Issuer shall then forward the respective checks to the respective tax treatment resulting from this Leasecollectors that are the payees thereof. The Company Issuer shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any have no economic interest in such payments of taxes, but shall serve a collector thereof for the benefit of such governmental entities. Should the Company fail to make payments in lieu of taxes required by this Section at the times and other charges which in the manner provided for in this Section, the Company shall be obligated to pay to the respective governmental entities, in addition to such payment of taxes, any additional penalties and interest that may be or become a lien or encumbrance on assessed against the Project.Company. 20

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shallIssuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, throughout and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease Termto enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee’s interest in the Project, duly pay as set forth in that certain Memorandum of Agreement Regarding Lease Structure and dischargeValuation of Leasehold Interest among the Issuer, the Lessee and the Xxxxxx County Board of Tax Assessors (the “Property Tax Memorandum”). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become lawfully due and payable: , (i) all taxes, special assessments for benefits 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 (on account of a change in law or otherwise) at any time be lawfully assessed or levied against upon or with respect to the interests Project or any machinery, equipment or other property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the Issuerforegoing, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or 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 lien or charge of the Bond Resolution and in the Security Document, Indenture; (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project, ; and (iv) other levies, permit fees, inspection all assessments and license fees and all other charges imposed upon or assessed against the Project or lawfully made by 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. The Company's interest in the Project is a mere usufruct and bailment governmental body 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 public improvements 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 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 which may be or become a secured by lien or encumbrance on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company shallIssuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, throughout and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease Termto enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, duly pay as set forth in that certain Memorandum of Agreement Regarding Lease Structure and dischargeValuation of Leasehold Interest among the Issuer, the Lessee and the Xxxxxx County Board of Tax Assessors (the "Property Tax Memorandum"). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as the same respectively become lawfully due and payable: , (i) all taxes, special assessments for benefits 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 (on account of a change in law or otherwise) at any time be lawfully assessed or levied against upon or with respect to the interests Project or any machinery, equipment or other property installed or brought by the Lessee therein or thereon (including, without limiting the generality of the Issuerforegoing, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or 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 lien or charge of the Bond Resolution and in the Security Document, Indenture; (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, occupancy and upkeep of the Project, ; and (iv) other levies, permit fees, inspection all assessments and license fees and all other charges imposed upon or assessed against the Project or lawfully made by 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. The Company's interest in the Project is a mere usufruct and bailment governmental body 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 public improvements 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 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 which may be or become a secured by lien or encumbrance on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term.

Taxes, Other Governmental Charges and Utility Charges. The 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 under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (aif any) of the Issuer from the Project are not subject to either federal or Georgia taxation, and that under present law the interest held by the Lessee under this Lease is not subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and these factors have induced the Lessee to enter into this Lease. The Company shallIssuer and the Lessee acknowledge that the Lessee’s willingness to acquire, throughout construct and equip the Lease TermProject are based in part upon such covenants and the PILOT Agreement. However, duly pay and dischargethe Lessee shall pay, as the same become lawfully due and payable: , (i) all taxes, special assessments for benefits 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 upon or with respect to the interests of interest held by the Issuer, of the Company and of the Holder in the ProjectLessee under this Lease, (ii) all taxes and governmental charges of any kind whatsoever upon or with respect to the Project or any machinery, equipment or related property installed or brought by the Lessee in the Project Facility (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the lease revenues and receipts income or profits of the Issuer from the Project which, if not paid, will become a lien on the Project or a charge on the rents, revenues and receipts therefrom from the Project prior to or on a parity with the charge, pledge, and pledge or assignment thereof created and made in the Bond Resolution and in the Security DocumentFinancing Agreement), (iii) all utility and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the Project, Project and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, that with respect to special assessments or other leviesgovernmental charges that may lawfully be paid in installments over a period of years, permit feesthe Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. The Lessee may, inspection at its own expense and license fees in its own name and all behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges imposed upon or assessed against the Project or any part thereof or upon the revenuesand, 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 event of any such contest, may permit the taxes. The Company's interest in the Project is a mere usufruct , assessments and bailment for hire other charges so contested to remain unpaid (which are not separately taxable estatesif allowed by law) 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 such contest and 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 which may be or become a lien or encumbrance on the Projectappeal therefrom.