Common use of Payments in Lieu of Ad Valorem Taxes Clause in Contracts

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due for the Project with respect to each property tax year shall equal: (i) With respect to any portion of the Project consisting of Non- Qualifying Property, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Qualifying Property were it taxable giving effect to all credits, exemptions, rebates and abatement that would be available if such undeveloped land or Non-Qualifying Property were taxable; and (ii) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs (c) and (d) below (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on: (1) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 50(A)(1)(c) of the Code), (2) a fixed millage rate equal to the millage rate as of 279.1 ▇▇▇▇▇ for the entire term of this Agreement, and (3) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. (d) The FILOT payments are to be recalculated: (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44-50(B) of the Code and as provided in Section 4.03 hereof, by the amount applicable to the Released Property; (ii) to increase such payments in the event the Company adds Economic Development Property (other than Replacement Property) to the Project; or (iii) to adjust such payments if the Company elects to convert any portion of the Project from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i) above, as permitted by Section 4.03(a)(iii). (e) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company to the County in property taxes if the Company had not entered into a fee-in-lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (f) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i) Replacement Property does not have to serve the same function as Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the FILOT, whether real or personal, which is disposed of in the same property tax year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property is entitled to the FILOT payment for the period of time remaining on the thirty-year FILOT period for the property which it is replacing. (ii) The new Replacement Property which qualifies for the Negotiated FILOT payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to FILOT payment. (g) In the event that the Act or the FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, in whole or in part, for any reason, the Company and the County express their intentions that such payments be reformed so as to afford the Company the maximum benefit then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company may, at the Company’s expense, exercise the rights granted by Section ▇▇-▇▇-▇▇▇ of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company and the County agree that the Company shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company shall be entitled, to the extent permitted by law: (1) to enjoy the five-year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, in the event that the investment in the Project in land (subject to the limitation of Section 4.01), buildings, and personal property, including machinery and equipment, by the Company does not exceed Five Million Dollars ($5,000,000.00) by the end of the Investment Period, the Negotiated FILOT Payments will revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less the total amount of Negotiated FILOT Payments actually made by the Company. Interest shall be payable on the difference between the FILOT Payments and the ad valorem taxes that would have been payable with respect to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days of the end of the Investment Period. (j) If, after the expiration of the Investment Period, the Company should fail to maintain at least $2,500,000 in investment in the Project, this Agreement shall automatically terminate and the Project shall be subject to ad valorem taxation from such date of termination.

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the this Agreement, the Company members of the FILOT Group shall pay annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due for the Project with respect to each property tax year shall equal: (i) With respect to any portion of the Project consisting of Non- Qualifying Property, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Non- Qualifying Property were it taxable giving effect to all credits, exemptions, rebates and abatement abatements that would be available if such undeveloped land or Non-Non- Qualifying Property were taxable; andplus (ii) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty twenty (20) consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs (c) and (dSection 5.01(c) below (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on: (1) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the Land, improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 50(A)(1)(c) of the Code), (2) a fixed millage rate equal to the millage rate as of 279.1 ▇▇▇▇▇ 273.7 for the entire term of this AgreementTerm, and (3) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. (d) The FILOT payments are to be recalculated: (i) to reduce such payments in the event that any member of the Company FILOT Group disposes of any part of the Project within the meaning of Section 12-44-50(B) of the Code and as provided in Section 4.03 hereof, by the amount applicable to the Released Property; (ii) to increase such payments in the event that any member of the Company FILOT Group adds Economic Development Property property (other than Replacement Property) to the Project; or (iii) to adjust such payments if in the Company event that any member of the FILOT Group elects to convert any portion of the Project from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i) above, as permitted by Section 4.03(a)(iii). (e) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company members of the FILOT Group to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company members of the FILOT Group to the County in property taxes if the Company had not entered into a fee-in-lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (f) Upon any member of the CompanyFILOT Group’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by such member of the CompanyFILOT Group, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i) Replacement Property does not have to serve the same function as Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the FILOT, whether real or personal, which is disposed of in the same property tax year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property is entitled to the FILOT payment for the period of time remaining on the thirtytwenty-year FILOT period for the property which it is replacing. (ii) The new Replacement Property which qualifies for the Negotiated FILOT payment Payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to FILOT payment. (g) In the event that the Act or the FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, in whole or in part, for any reason, the Company and the County express their intentions that such payments be reformed so as to afford the Company members of the FILOT Group the maximum benefit benefits then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company members of the FILOT Group may, at the Company’s their expense, exercise the rights granted by Section ▇▇-▇▇-▇▇▇ of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company members of the FILOT Group and the County agree that the Company members of the FILOT Group shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company members of the FILOT Group shall be entitled, to the extent permitted by law: : (1) to enjoy the five-year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, in the event that the investment in the Project in land (subject to the limitation of Section 4.01), buildings, and personal property, including machinery and equipment, by the Company does not exceed Five Million Dollars ($5,000,000.00) by the end of the Investment Period, the Negotiated FILOT Payments will revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less the total amount of Negotiated FILOT Payments actually made by the Company. Interest shall be payable on the difference between the FILOT Payments and the ad valorem taxes that would have been payable with respect to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days of the end of the Investment Period. (j) If, after the expiration of the Investment Period, the Company should fail to maintain at least $2,500,000 in investment in the Project, this Agreement shall automatically terminate and the Project shall be subject to ad valorem taxation from such date of termination.

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company and any Company Affiliate shall pay pay, or cause to be paid, annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due for the Project with respect to each property tax year shall equal: (i) With respect to any portion of the Project consisting of Non- Qualifying Property, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Non- Qualifying Property were it taxable giving effect to all credits, exemptions, rebates and abatement that would be available if such undeveloped land or Non-Qualifying Property were taxable; andplus (ii) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty ten (10) consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs paragraph (c) and (d) below (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on: (1) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the improvements to real property improvements and the Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 44-50(A)(1)(c) of the Code), (2) a fixed millage rate equal to the millage rate as of 279.1 273.7 ▇▇▇▇▇ for the entire term of this Agreement, and (3) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. (d) The FILOT payments are to be recalculated: (i) to reduce such payments in the event the Company or any Company Affiliate disposes of any part of the Project within the meaning of Section 12-44-44- 50(B) of the Code and as provided in Section 4.03 4.03(b) hereof, by the amount applicable to the Released Property; (ii) to reduce such payments in the event that Project property or any portion thereof is damaged or destroyed, lost or stolen, or subject to condemnation proceedings or otherwise removed from the Project as a result of circumstances beyond the control of the Company or any Company Affiliate, as provided in Section 7.01 hereof; (iii) to increase such payments in the event the Company or any Company Affiliate adds Economic Development Property property (other than Replacement Property) to the Project; or (iiiiv) to adjust such payments if the Company or any Company Affiliate elects to convert any portion of the Project Economic Development Property from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i) above, as permitted by Section 4.03(a)(iii4.03(c). (e) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company and Company Affiliate to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company or such Company Affiliate to the County in property taxes if the Company had not entered into a fee-in-lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (f) Upon the Company’s installation placing in service of any Replacement Property for any portion of the Project Economic Development Property removed under Section 4.03 hereof and sold, scrapped, or disposed of by the CompanyCompany or any Company Affiliate, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i) Replacement Property does not have to serve the same function as Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the Negotiated FILOT, whether real or personal, which is disposed of in the same property tax year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property Property is entitled to the Negotiated FILOT payment Payment for the period of time remaining on the thirtyten-year FILOT period for the property which it is replacing. (ii) The new All Replacement Property which qualifies for the Negotiated FILOT payment Payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to Negotiated FILOT paymentPayment which the Replacement Property is replacing. (g) In the event that the Act or the Negotiated FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, in whole or in part, for any reason, the Company and the County express their intentions that such payments be reformed so as to afford the Company and any Company Affiliates the maximum benefit then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company may, at the Company’s expense, exercise the rights granted by Section ▇▇12- 44-▇▇-▇▇▇ 160 of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company and the County agree that the Company and any Company Affiliate shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company shall be entitled, to the extent permitted by law: (1) to enjoy the five-year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, in the event that the investment in the Project in land (subject to the limitation of Section 4.01), buildings, and personal property, including machinery and equipment, by the Company does not exceed Five Million Dollars ($5,000,000.00) by the end of the Investment Period, the Negotiated FILOT Payments will revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less the total amount of Negotiated FILOT Payments actually made by the Company. Interest shall be payable on the difference between the FILOT Payments and the ad valorem taxes that would have been payable with respect to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days of the end of the Investment Period. (j) If, after the expiration of the Investment Period, the Company should fail to maintain at least $2,500,000 in investment in the Project, this Agreement shall automatically terminate and the Project shall be subject to ad valorem taxation from such date of termination.and

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due for the Project with respect to each property tax year shall equal: (i) With respect to any portion of the Project consisting of Non- Qualifying Property, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Non- Qualifying Property were it taxable giving effect to all credits, exemptions, rebates and abatement that would be available if such undeveloped land or Non-Qualifying Property were taxable; andplus (ii) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty fifteen (15) consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs (c) and (d) below (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on: (1) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 44-50(A)(1)(c) of the Code), (2) a fixed millage rate equal to the millage rate as of 279.1 ▇▇▇▇▇ [ ] for the entire term of this Agreement, and (3) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. (d) The FILOT payments are to be recalculated: (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44-50(B) of the Code and as provided in Section 4.03 hereof, by the amount applicable to the Released Property; (ii) to increase such payments in the event the Company adds Economic Development Property (other than Replacement Property) to the Project; or (iii) to adjust such payments if the Company elects to convert any portion of the Project from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i) above, as permitted by Section 4.03(a)(iii). (e) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company to the County in property taxes if the Company had not entered into a fee-in-lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (f) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i) Replacement Property does not have to serve the same function as Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the FILOT, whether real or personal, which is disposed of in the same property tax year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property is entitled to the FILOT payment for the period of time remaining on the thirty-year FILOT period for the property which it is replacing. (ii) The new Replacement Property which qualifies for the Negotiated FILOT payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to FILOT payment. (g) In the event that the Act or the FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, in whole or in part, for any reason, the Company and the County express their intentions that such payments be reformed so as to afford the Company the maximum benefit then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company may, at the Company’s expense, exercise the rights granted by Section ▇▇-▇▇-▇▇▇ of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company and the County agree that the Company shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company shall be entitled, to the extent permitted by law: (1) to enjoy the five-year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, in the event that the investment in the Project in land (subject to the limitation of Section 4.01), buildings, and personal property, including machinery and equipment, by the Company does not exceed Five Million Dollars ($5,000,000.00) by the end of the Investment Period, the Negotiated FILOT Payments will revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less the total amount of Negotiated FILOT Payments actually made by the Company. Interest shall be payable on the difference between the FILOT Payments and the ad valorem taxes that would have been payable with respect to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days of the end of the Investment Period. (j) If, after the expiration of the Investment Period, the Company should fail to maintain at least $2,500,000 in investment in the Project, this Agreement shall automatically terminate and the Project shall be subject to ad valorem taxation from such date of termination.

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company and any Co-Investors shall pay annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before to be collected and enforced in accordance with Section 12-44-90 of the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxesAct. (b) The FILOT Payment due for the Project with respect to each property tax year Property Tax Year shall equal: (i1) With respect to any portion of the Project consisting of Non- Qualifying Property, if any, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Non- Qualifying Property if it were it taxable giving effect to all credits, exemptions, rebates and abatement that would be available if such undeveloped land or Non-Qualifying Property were taxable; and (ii2) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty (30) consecutive years (or forty consecutive (40) years, if the Term is extended pursuant to Section 5.01(k) hereof) following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs (c) and (d) below of this Section 5.01 (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year Property Tax Year based on: (1i) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the Land, improvements to real property (with the fair market value of real property estimated for the first year to remain the fair market value for the entire Term of this Agreement) and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 44-50(A)(1)(c) of the Code), ; (2ii) a fixed millage rate equal to the millage rate as of 279.1 ▇▇▇▇▇ Project Millage Rate, for the entire term Term of this Agreement, ; and (3iii) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except except: (x) the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the CodeCode and (y) local option sales tax credits. (d) Special Source Revenue Credits shall be provided in the amount of twenty-five percent (25%) of each annual FILOT Payment for each of years one (1) through ten (10) following the year in which the applicable increment of investment is placed in service. In the event that the Company (collectively with any Co-Investors) has invested at least Fifty Million Dollars ($50,000,000.00) prior to the end of the Investment Period, additional Special Source Revenue Credits will be provided in the amount of twenty-five percent of each annual FILOT Payment for each of years eleven (11) through twenty (20) following the year in which the applicable increment of investment is placed in service. In the event that the Company (collectively with any Co-Investors) has invested at least One Hundred Million Dollars ($100,000,000.00) prior to the end of the Investment Period, additional Special Source Revenue Credits will be provided in the amount of twenty-five percent of each annual FILOT Payment for each of years twenty- one (21) through thirty (30) following the year in which the applicable increment of investment is placed in service. Special Source Revenue Credits shall be applied automatically and reflected on each year’s property tax ▇▇▇▇ provided to the Company. (e) The FILOT payments Payments agreed to herein are to be recalculated: (i1) to reduce such payments in the event the Company or any Co- Investor disposes of any part of the Project within the meaning of Section 12-44-44- 50(B) of the Code and as provided in Section 4.03 hereof, by the amount applicable to the Released Property; (ii2) to increase such payments payments, based on the methodology set forth in Section 5.01(c) hereof, in the event the Company or any Co-Investor adds Economic Development Property property (other than Replacement Property) to the Project; or (iii3) to adjust such payments if the Company or any Co-Investor elects to convert any portion of the Project from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i5.01(b)(1) above, as permitted by Section 4.03(a)(iii4.03(a)(3). (ef) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company or any Co-Investor to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company or such Co-Investor to the County in property taxes if the Company or such Co-Investor had not entered into a fee-fee- in-lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (fg) Upon the Company’s or any Co-Investor’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the CompanyCompany or such Co-Investor, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i1) Replacement Property does not have to serve the same function as the Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the FILOT, whether real or personal, which is disposed of in the same property tax year Property Tax Year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of the Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property is entitled to the FILOT payment for the period of time remaining on in the thirty-year FILOT period for Term with respect to the property which it is replacing. (ii2) The new Replacement Property which qualifies for the Negotiated FILOT payment Payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to FILOT payment. (gh) In the event that the Act or the FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, investment in whole or in part, for any reason, the Company and the County express their intentions that such payments be reformed so as to afford the Company the maximum benefit then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company may, at the Company’s expense, exercise the rights granted by Section ▇▇-▇▇-▇▇▇ of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company and the County agree that the Company shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company shall be entitled, to the extent permitted by law: (1) to enjoy the five-year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, including but not limited to, in the event that the investment in the Project in land (subject to the limitation of Section 4.01)land, buildings, buildings and personal property, including machinery and equipment, by the Company does not exceed Two Million Five Million Hundred Thousand Dollars ($5,000,000.002,500,000.00) by the end of the Investment Period, this Agreement shall be automatically terminated. If terminated pursuant to this subsection (i), the Negotiated FILOT Payments will payable by the Company shall revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement. At the time of termination, the Company shall pay to the County an additional fee equal to the difference between the total amount of property taxes that would have been paid by the Company had the Project been taxable, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less and the total amount of Negotiated FILOT Payments fee payments actually made by the Company. Interest shall be payable on This additional amount is subject to interest as provided in Section 12-54-25 of the difference between Code. The Company agrees, if the Negotiated FILOT Payments and revert to payments equivalent to what the ad valorem taxes would be pursuant to this subsection (i), that would have been payable with respect under no circumstance shall the County be required to refund or pay any monies to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any Unless otherwise provided by the Act, any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days ninety (90) days, following written notice thereof from the County to the Company or Co-Investor, as applicable. (j) The Company agrees to provide or cause to be provided all funding for the costs of acquisition, construction, and installation of Infrastructure Improvements (as defined in the Act) for which reimbursement is being provided by the Special Source Revenue Credits. In accordance with the Act, such Special Source Revenue Credits shall not, in the aggregate, exceed the aggregate cost of the Infrastructure Improvements funded from time to time by the Company. (k) In the event that: (i) the Company invests (collectively with any Co- Investors) at least One Hundred Fifty Million Dollars ($150,000,000.00) in Economic Development Property and creates (collectively with any Co-Investors) at least one hundred twenty-five (125) new full-time jobs in the County; or (ii) the Act is modified or amended to provide that a project with the Company’s then-current levels of capital investment and/or job creation would qualify as an “enhanced investment” project pursuant to the Act, in each case prior to the end of the Investment Period., the following shall automatically occur without any further action required by the Company or the County, beginning with the Property Tax Year immediately following written certification by the Company to the County of such occurrence and continuing through the duration of the Term of this Agreement: (j1) If, after the expiration Investment Period shall mean a period beginning with the first day that Economic Development Property is purchased or acquired and ending on the date that is thirteen (13) years from the end of the Investment Period, Property Tax Year in which the Company should fail to maintain at least $2,500,000 initial Economic Development Property comprising all or a portion of the Project was placed in investment in service; (2) the Project, Term of this Agreement shall automatically terminate and be forty (40) years, as calculated pursuant to the respective dates when the relevant portions of the Project were placed in service; (3) the assessment ratio used to calculate Negotiated FILOT Payments pursuant to Section 5.01(c) hereof shall be subject to ad valorem taxation from such date of terminationfour percent (4%); and (4) the Special Source Revenue Credits shall no longer apply.

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the this Agreement, the Company members of the FILOT Group shall pay annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due for the Project with respect to each property tax year shall equal: (i) With respect to any portion of the Project consisting of Non- Qualifying Property, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Non- Qualifying Property were it taxable giving effect to all credits, exemptions, rebates and abatement abatements that would be available if such undeveloped land or Non-Qualifying Property were taxable; andplus (ii) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty twenty (20) consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs (c) and (dSection 5.01(c) below (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on: (1) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the Land, improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 44-50(A)(1)(c) of the Code), (2) a fixed millage rate equal to the millage rate as of 279.1 258.7 ▇▇▇▇▇ for the entire term of this AgreementTerm, and (3) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. (d) The FILOT payments are to be recalculated: (i) to reduce such payments in the event that any member of the Company FILOT Group disposes of any part of the Project within the meaning of Section 12-44-50(B) of the Code and as provided in Section 4.03 hereof, by the amount applicable to the Released Property; (ii) to increase such payments in the event that any member of the Company FILOT Group adds Economic Development Property property (other than Replacement Property) to the Project; or (iii) to adjust such payments if in the Company event that any member of the FILOT Group elects to convert any portion of the Project from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i) above, as permitted by Section 4.03(a)(iii). (e) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company members of the FILOT Group to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company members of the FILOT Group to the County in property taxes if the Company and the Landlord had not entered into a fee-in-in- lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (f) Upon any member of the CompanyFILOT Group’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by such member of the CompanyFILOT Group, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i) Replacement Property does not have to serve the same function as Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the FILOT, whether real or personal, which is disposed of in the same property tax year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property is entitled to the FILOT payment for the period of time remaining on the thirtytwenty-year FILOT period for the property which it is replacing. (ii) The new Replacement Property which qualifies for the Negotiated FILOT payment Payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to FILOT payment. (g) In the event that the Act or the FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, in whole or in part, for any reason, the Company Company, the Landlord and the County express their intentions that such payments be reformed so as to afford the Company members of the FILOT Group the maximum benefit benefits then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company members of the FILOT Group may, at the Company’s their expense, exercise the rights granted by Section ▇▇12-▇▇-▇▇▇ 44- 160 of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company members of the FILOT Group and the County agree that the Company members of the FILOT Group shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company members of the FILOT Group shall be entitled, to the extent permitted by law: (1) to enjoy the five-five- year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, in the event that the investment in the Project in land (subject to the limitation of Section 4.01), buildings, and personal property, including machinery and equipment, by the Company does not exceed Five Million Dollars ($5,000,000.00) by the end of the Investment Period, the Negotiated FILOT Payments will revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less the total amount of Negotiated FILOT Payments actually made by the Company. Interest shall be payable on the difference between the FILOT Payments and the ad valorem taxes that would have been payable with respect to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days of the end of the Investment Period. (j) If, after the expiration of the Investment Period, the Company should fail to maintain at least $2,500,000 in investment in the Project, this Agreement shall automatically terminate and the Project shall be subject to ad valorem taxation from such date of termination.

Payments in Lieu of Ad Valorem Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the this Agreement, the Company members of the FILOT Group shall pay annually, with respect to the Project, a FILOT in the amount calculated as set forth in this Section, on or before the date, and at the places, in the manner, and subject to the penalty assessments prescribed by the County or the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due for the Project with respect to each property tax year shall equal: (i) With respect to any portion of the Project consisting of Non- Qualifying Property, as long as such property is located in the Multi-County Park, a payment equal to the ad valorem taxes that would otherwise be due on such Non-Non- Qualifying Property were it taxable giving effect to all credits, exemptions, rebates and abatement abatements that would be available if such undeveloped land or Non-Qualifying Property were taxable; andplus (ii) With respect to those portions of the Project consisting of Economic Development Property, for each of the thirty twenty (20) consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year as set forth in paragraphs (c) and (dSection 5.01(c) below (a “Negotiated FILOT”). (c) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on: (1) the fair market value (determined in accordance with Section 12-44-50(A)(1)(c) of the Code) of the Land, improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes as provided in Section 12-44- 44-50(A)(1)(c) of the Code), (2) a fixed millage rate equal to the millage rate as of 279.1 ▇▇▇▇▇ 273.7 for the entire term of this Agreement, and (3) an assessment ratio of six percent (6%). All such calculations shall take into account all deductions for depreciation or diminution in value allowed by the Code or by the tax laws generally, as well as tax exemptions which would have been applicable if such property were subject to ad valorem taxes, except the exemption allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. (d) The FILOT payments are to be recalculated: (i) to reduce such payments in the event the Company disposes of any part of the Project within the meaning of Section 12-44-50(B) of the Code and as provided in Section 4.03 hereof, by the amount applicable to the Released Property; (ii) to increase such payments in the event the Company adds Economic Development Property (other than Replacement Property) to the Project; or (iii) to adjust such payments if the Company elects to convert any portion of the Project from the Negotiated FILOT to the FILOT required by Section 5.01(b)(i) above, as permitted by Section 4.03(a)(iii). (e) To the extent permitted by law, because the FILOT Payments agreed to herein are intended to be paid by the Company to the County in lieu of taxes, it is agreed that said FILOT Payments shall not, as to any year, be in any amount greater than what would otherwise be payable by the Company to the County in property taxes if the Company had not entered into a fee-in-lieu of taxes arrangement with the County (except it is not intended that said FILOT Payments would necessarily be less than such property taxes to the extent that the constitutional abatement of property taxes would otherwise apply). (f) Upon the Company’s installation of any Replacement Property for any portion of the Project removed under Section 4.03 hereof and sold, scrapped, or disposed of by the Company, such Replacement Property shall become subject to Negotiated FILOT Payments to the fullest extent allowed by law, subject to the following rules: (i) Replacement Property does not have to serve the same function as Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest property subject to the FILOT, whether real or personal, which is disposed of in the same property tax year as the Replacement Property is placed in service. Replacement Property qualifies for Negotiated FILOT Payments up to the original income tax basis of Economic Development Property which it is replacing. More than one piece of property can replace a single piece of property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to payments equal to the ad valorem taxes which would have been paid on such property but for this Agreement. Replacement property is entitled to the FILOT payment for the period of time remaining on the thirty-year FILOT period for the property which it is replacing. (ii) The new Replacement Property which qualifies for the Negotiated FILOT payment shall be recorded using its income tax basis, and the Negotiated FILOT Payment shall be calculated using the millage rate and assessment ratio provided on the original property subject to FILOT payment. (g) In the event that the Act or the FILOT or any portion thereof, are declared, by a court of competent jurisdiction following allowable appeals, invalid or unenforceable, in whole or in part, for any reason, the Company and the County express their intentions that such payments be reformed so as to afford the Company the maximum benefit then permitted by law, including, without limitation, the benefits afforded under Section 12-44-50 of the Code and, specifically, that the Company may, at the Company’s expense, exercise the rights granted by Section ▇▇-▇▇-▇▇▇ of the Code. If the Project is deemed not to be eligible for a Negotiated FILOT pursuant to the Act in whole or in part, the Company and the County agree that the Company shall pay an alternate fee-in-lieu of tax calculated in the manner set forth in Section 5.01(b)(i) hereof. In such event, the Company shall be entitled, to the extent permitted by law: (1) to enjoy the five-year exemption from ad valorem taxes (or fees in lieu of taxes) provided by Section 3(g) of Article X of the Constitution of the State of South Carolina, and any other exemption allowed by law; and (2) to enjoy all allowable depreciation. (h) For the Project, in the event that the investment in the Project in land (subject to the limitation of Section 4.01), buildings, and personal property, including machinery and equipment, by the Company does not exceed Five Million Dollars ($5,000,000.00) by the end of the Investment Period, the Negotiated FILOT Payments will revert retroactively to payments equivalent to what the ad valorem taxes would have been with respect to the property absent this Agreement, taking into account exemptions and/or abatements from property taxes that would have been available to the Company, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code, less the total amount of Negotiated FILOT Payments actually made by the Company. Interest shall be payable on the difference between the FILOT Payments and the ad valorem taxes that would have been payable with respect to the property absent this Agreement as set forth in the FILOT Act, but no other penalty shall be asserted against the Company, except to the extent required by South Carolina law. (i) Any amounts due to the County under this Section 5.01 by virtue of the application of Section 5.01(h) hereof shall be paid within 90 days of the end of the Investment Period. (j) If, after the expiration of the Investment Period, the Company should fail to maintain at least $2,500,000 in investment in the Project, this Agreement shall automatically terminate and the Project shall be subject to ad valorem taxation from such date of termination.