Common use of Payments in Lieu of Taxes Clause in Contracts

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of each year commencing on January 15, 2013, 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 with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property for which the Company is obligated, by law or agreement, to pay taxes, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) 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) through (e) below (a “Negotiated FILOT”); and (iii) with respect to increments of the Project constituting Economic Development Property after such 30-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County intend that, for each phase of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) years. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value 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), (2) a millage of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 6%, which shall remain fixed for the Term. Such fair market value must be that determined by the Department of Revenue. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The Negotiated FILOT Payments shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum assessment ratio applicable to the Project shall be enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination of this Agreement. (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, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the FILOT Payments unless the Company so elects; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) 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 FILOT Payments to the extent permitted by and in accordance with the Act.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of each the year commencing on January 15, 2013following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, 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 with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property for which the Company is obligated, by law or agreement, to pay taxesProperty, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) 20 consecutive years following the year in which such portion of the Project is placed in service, a payment Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below (a “Negotiated FILOT”)below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 3020-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. (i) So long as the Company invests at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall be included in the Project and subject to the FILOT. The Company In the event that the Corporation fails to invest at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall thereafter be excluded from the Project and subject to ad valorem taxes and the Company shall pay to the County intend thatthe difference between the amount of ad valorem taxes that would have been paid on the Existing Property if such property had not been subject to this Agreement and the amount paid with respect to the Existing Property pursuant to this Agreement, with interest thereon at the rate provided by law for each phase late payment of taxes, but without penalty for late payment of taxes and such payment shall be due within 180 days after the end of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) yearsInvestment Period. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 315.8 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 6%, which shall remain fixed for the Term. Such fair market value must be that determined by in accordance with Section 12-44-50(A)(1)(c)(i) of the Department of RevenueAct. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The Negotiated FILOT Payments shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum assessment ratio applicable to and millage rate set forth herein shall remain fixed for the Project shall be enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination duration of this Agreement. (d) The Negotiated 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 12-44-44- 50(B) of the Code, as provided in Section 4.034.03 hereof, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b) hereof to less than Thirty-Eight Million, Five Hundred Thousand and No/100ths Dollars ($38,500,000.00), without regard to depreciation; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) To the extent that the Infrastructure Improvement Credit is used as payment for Equipment, and Equipment is removed from the Project at any time during the life of the FILOT, the amount of the FILOT due on said Equipment for the year in which said Equipment was removed from the Project also shall be due for the two years immediately following the removal. In these regards: (i) To the extent that any payment amounts were used for both real property and Equipment or infrastructure and Equipment, all amounts will be presumed to have been first used for Equipment. (ii) If Equipment is removed from the Project but is replaced with qualifying Replacement Property, then the Equipment will not be considered to have been removed from the Project. (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 Payments, to the extent permitted by and in accordance with the Act. (g) In the event that the Company has not invested at least Thirty-Eight Million, Five Hundred Thousand and No/100ths Dollars ($38,500,000.00) of otherwise taxable investment in the Project (excluding the cost of acquiring the Existing Property) before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay to the County, within 180 days after the Threshold Date, the difference between the total amount of fees actually paid to the County pursuant to this Agreement (taking into account all Infrastructure Improvement Credits received) and the total amount of the normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest at the rate provided in Section 12- 54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (h) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Thirty-Eight Million, Five Hundred Thousand and No/100ths Dollars ($38,500,000.00), the Project shall thereafter be subject to normal ad valorem tax treatment. (i) If taxes on real and personal property shall be replaced, in whole, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of each the year commencing on January 15, 2013following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, 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 with respect to each property tax year shall equal the sum of of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Non- Economic Development Property for which the Company is obligated, by law or agreement, to pay taxesProperty, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) 20 consecutive years following the year in which such portion of the Project is placed in service, a payment Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below (a “Negotiated FILOT”)below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 30-20- year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County intend thatunderstand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, for and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each phase portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) years. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 260.0 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 67%, which shall remain fixed for the Term. Such fair market value must be that determined by in accordance with Section 12-44-50(A)(1)(c)(i) of the Department of RevenueAct. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The Negotiated FILOT Payments shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum assessment ratio applicable to the Project shall be enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination of this Agreement. (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, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the FILOT Payments unless the Company so elects; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) 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 FILOT Payments to the extent permitted by and in accordance with the Act.and

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of each the year commencing on January 15, 2013following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, 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 with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property for which the Company is obligated, by law or agreement, to pay taxesProperty, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) 20 consecutive years following the year in which such portion of the Project is placed in service, a payment Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below (a “Negotiated FILOT”)below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 3020-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County intend thatunderstand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, for and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each phase portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) years. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 260.0 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 67%, which shall remain fixed for the Term. Such fair market value must be that determined by in accordance with Section 12-44-50(A)(1)(c)(i) of the Department of RevenueAct. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s ($7,500,000.00) Dollars of otherwise taxable investment, the Negotiated FILOT Payments thereafter shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum be calculated using an assessment ratio applicable to the Project shall be enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination of this Agreement6% rather than 7%. (d) The Negotiated 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 12-44-44- 50(B) of the Code, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, to less than Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), without regard to depreciation; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) 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 Payments, to the extent permitted by and in accordance with the Act. (f) In the event that the Company has not invested at least Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00) of otherwise taxable investment in the Project before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay the difference between the fees actually paid and normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as provided in Section 12-54-25 of the Code. To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), the Project shall thereafter be subject to normal ad valorem tax treatment. (g) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (h) If taxes on real and personal property shall be replaced, in whole or in part, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) The parties acknowledge that under Article I, Section 3 of the South Carolina Constitution, the Facilities are exempt from ad valorem property taxes. However, the Company shall be required to make the Payments-in-Lieu-of-Taxes with respect to the Facilities as provided in this Section 4.6. In accordance with the Act, and unless this Agreement is sooner terminated, the parties hereby agree thatCompany shall make annual Payments-in-Lieu-of-Taxes with respect to the Facilities, during said payments being due and payable and subject to enforcement and penalty assessments in the Term of manner prescribed by the AgreementAct. Such amounts shall be calculated and payable as follows: (a) With respect to Non-Filot Assets and with respect to any undeveloped Land and any other property which has not been placed in service, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in County Treasurer any Payments-in-Lieu-of-Taxes owed to the amount calculated County and, if and as set forth in paragraph (b) belowappropriate, on any municipality, school district or before January 15 of each year commencing on January 15, 2013, and at the placesother political unit or units wherein such property shall be located, in the manner, and subject to the penalty assessments prescribed such amounts as would result from taxes levied on such property by the County and such municipality, school district or other political unit or units, if the Department of Revenue for ad valorem taxes. (b) The FILOT Payment due with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property for which Filot Assets were owned by the Company is obligatedCompany, by law or agreement, to pay taxes, a payment equal to the taxes that would otherwise be due on but with such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) consecutive years following the year in which such portion of the Project is placed in service, a payment calculated each year reductions as set forth in paragraphs (c) through (e) below (a “Negotiated FILOT”); and (iii) with respect to increments of the Project constituting Economic Development Property after such 30-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the may reflect any tax exemption, if any, exemptions which would be afforded to the Company if ad valorem taxes it were paidthe owner of such property. Such payments shall be made at the times, only in the manner and to the extent permitted by the Act for Economic Development Property. For the purposes persons as payments of clause taxes would otherwise be made. (iib) The time during which fee payments are made pursuant to subsection (a), above, there shall be excluded any Released Property and any other portion with respect to Facilities which are not yet part of the Project which ceases to qualify shall not be considered part of the maximum periods provided for a FILOT hereunder or under Payments-in-Lieu-of-Taxes in Section 4-12-30(C)(2) and (3) of the Act. The Company , and the County intend that, this Agreement shall not be considered an “initial lease agreement” with respect to such property for each phase purposes of Section 4-12-30 of the ProjectAct unless and until the first day of the calendar year for which Payments-in-Lieu-of-Taxes are due under subsection (c), the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) yearsbelow. (i) The Negotiated FILOT Payment Company has agreed to make an annual Payment-in-Lieu-of-Taxes with respect to any the Project in an amount not less than the property taxes that would be due with respect to such property, if it were taxable, but using an assessment ratio of 6.0%; a millage rate equal to the legally levied cumulative property tax year shall millage rate applicable on June 30, 1997; and a fair market value estimate determined by the DOR as follows: (A) for the real property, using the original income tax basis for South Carolina income tax purposes without regard to depreciation; provided, however, if real property is constructed for the fee or is purchased in an arm’s length transaction, fair market value will be calculated in accordance with subparagraph deemed to equal the original income tax basis; otherwise, the DOR will determine fair market value by appraisal; and (c)(iiB) or (c)(iii) belowfor personal property, using the original income tax basis for South Carolina income tax purposes less depreciation allowable for property tax purposes, except that the Company is not entitled to any extraordinary obsolescence. (ii) The Negotiated FILOT Payments Company shall make Payments-in-Lieu-of-Taxes for each year during the term hereof beginning with 1999. The Payments-in-Lieu-of-Taxes shall be calculated made to the County Treasurer on the due dates which would otherwise be applicable for ad valorem property taxes for the Project, with the first payment being due on the first date following the delivery of this Agreement when, but for this Agreement, such taxes would have been paid with respect to each property tax year based on (1) the fair market value 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), (2) a millage of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 6%, which shall remain fixed for the Term. Such fair market value must be that determined by the Department of Revenue. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The Negotiated FILOT Payments shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereofProject. (iii) If legislation generally reducing the Company does not meet the $46,500,000 minimum assessment ratio investment requirement within the applicable to five-year period as required by the Inducement Agreement, the Project shall be enactedrevert retroactively to the payments required by Section 4-12-20 of the Act. In addition, if at any time during the term of this Agreement following such five-year period, the County Company’s investment based on income tax basis without regard to depreciation falls below the $5 million minimum investment required under Section 4-12-30(O) of the Act, the Payments-in-Lieu-of-Taxes provided under clause (i) above shall amend this Agreement to afford no longer be available, and the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in required to make the County or in payments due under Section 4-12-20 for the State, remainder of the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination of this AgreementLease Term. (div) The FILOT Payments are to be recalculated (i) to reduce such payments Any property placed in the event the Company disposes of any service as part of the Project within during the meaning Project Acquisition Period shall be included in the calculation of Section 12-44-50(Bpayments pursuant to paragraphs (c)(i) and (ii), above, for a period not exceeding 20 years following the year in which such property was placed in service. Replacement Property shall be included (using its income tax basis) in the calculation of payments pursuant to paragraphs (c)(i) and (ii), above, but only up to the original income tax basis of property which is being disposed of in the same property tax year. To the extent that the income tax basis of the CodeReplacement Property exceeds the original income tax basis of the property which it is replacing, the portion of such property allocable to the excess amount shall represent a Non-Filot Asset and be subject to payments as provided in Section 4.03, by the amount thereof applicable subsection (a) above. Replacement Property is entitled to the Released Propertyfee payment pursuant to this paragraph (c) for the period of time remaining on the 20-year fee period for the property which it is replacing; provided, however, that any disposal where a single item of Released Property need not result in a recalculation property replaces two or more items of property, the FILOT Payments unless the Company so elects; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) Upon the Company’s installation of any Replacement Property fee period 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 be measured from the earliest date on which any item of property it replaces first became subject to FILOT Payments Payments-in-Lieu-of-Taxes. Notwithstanding any other provision of this Section 4.6, the County hereby agrees that each year the Company automatically shall be entitled to receive and take a credit against its Payments-in-Lieu-of-Taxes in an amount equal to the extent permitted by and Annual Infrastructure Credit. (d) At the conclusion of the payments determined pursuant to subsection (c) above, with respect to each item of property included in the Project, the Company shall make annual payments with respect to each such item of property in accordance with subsection (a) above, except that such property must be assessed as follows: (i) with respect to real property, shall be based on the fair market value as of the latest reassessment date for similar taxable property; and (ii) with respect to personal property, shall be based on the then depreciated value applicable to such property under the fee under Section 4-12-30(D) of the Act, and thereafter continuing with the South Carolina property tax depreciation schedule.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of each the year commencing on January 15, 2013following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, 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 with respect to each property tax year shall equal the sum of of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Non- Economic Development Property for which the Company is obligated, by law or agreement, to pay taxesProperty, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) 20 consecutive years following the year in which such portion of the Project is placed in service, a payment Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below (a “Negotiated FILOT”)below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 30-20- year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. (i) So long as the Company invests at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall be included in the Project and subject to the FILOT. The Company In the event that the Corporation fails to invest at least Forty-Five Million Dollars ($45,000,000) in the Project in excess of the cost of the acquisition of the Existing Property before the end of the Investment Period, the Existing Property shall thereafter be excluded from the Project and subject to ad valorem taxes and the Company shall pay to the County intend thatthe difference between the amount of ad valorem taxes that would have been paid on the Existing Property if such property had not been subject to this Agreement and the amount paid with respect to the Existing Property pursuant to this Agreement, with interest thereon at the rate provided by law for each phase late payment of taxes, but without penalty for late payment of taxes and such payment shall be due within 180 days after the end of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) yearsInvestment Period. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 315.8 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 6%, which shall remain fixed for the Term. Such fair market value must be that determined by in accordance with Section 12-44-50(A)(1)(c)(i) of the Department of RevenueAct. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The Negotiated FILOT Payments shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum assessment ratio applicable to and millage rate set forth herein shall remain fixed for the Project shall be enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination duration of this Agreement. (d) The Negotiated 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, as provided in Section 4.034.03 hereof, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b) hereof to less than Thirty-Eight Million, Five Hundred Thousand and No/100ths Dollars ($38,500,000.00), without regard to depreciation; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) To the extent that the Infrastructure Improvement Credit is used as payment for Equipment, and Equipment is removed from the Project at any time during the life of the FILOT, the amount of the FILOT due on said Equipment for the year in which said Equipment was removed from the Project also shall be due for the two years immediately following the removal. In these regards: (i) To the extent that any payment amounts were used for both real property and Equipment or infrastructure and Equipment, all amounts will be presumed to have been first used for Equipment. (ii) If Equipment is removed from the Project but is replaced with qualifying Replacement Property, then the Equipment will not be considered to have been removed from the Project. (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 Payments, to the extent permitted by and in accordance with the Act. (g) In the event that the Company has not invested at least Thirty-Eight Million, Five Hundred Thousand and No/100ths Dollars ($38,500,000.00) of otherwise taxable investment in the Project (excluding the cost of acquiring the Existing Property) before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay to the County, within 180 days after the Threshold Date, the difference between the total amount of fees actually paid to the County pursuant to this Agreement (taking into account all Infrastructure Improvement Credits received) and the total amount of the normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest at the rate provided in Section 12-54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (h) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Thirty-Eight Million, Five Hundred Thousand and No/100ths Dollars ($38,500,000.00), the Project shall thereafter be subject to normal ad valorem tax treatment. (i) If taxes on real and personal property shall be replaced, in whole, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.

Payments in Lieu of Taxes. (a) In accordance with the Act, the parties hereby agree that, during the Term of the Agreement, the Company shall pay with respect to the Project annually a fee in lieu of taxes (a “FILOT”) in the amount calculated as set forth in paragraph (b) below, on or before January 15 of each the year commencing on January 15, 2013following the first calendar year after the close of the accounting period regularly employed by the Company for income tax purposes and in which accounting period a portion of the Project was first placed in service, 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 with respect to each property tax year shall equal the sum of (i) with respect to any portion of the Project consisting of undeveloped land or Non-Economic Development Property for which the Company is obligated, by law or agreement, to pay taxesProperty, a payment equal to the taxes that would otherwise be due on such undeveloped land or Non-Economic Development Property were it taxable; (ii) with respect to those portions of the Project (other than undeveloped land and Non-Economic Development Property) placed in service during the Extended Investment Period, for each of the thirty (30) 20 consecutive years following the year in which such portion of the Project is placed in service, a payment Negotiated Filot Payment calculated each year as set forth in paragraphs (c) through (e) below (a “Negotiated FILOT”)below; and (iii) with respect to increments of the Project constituting Economic Development Property after such 3020-year period, a payment equal to the ad valorem taxes that would otherwise be due on such property were it taxable, with appropriate reductions with respect to the property described in clauses (i) and (ii) above, similar to the tax exemption, if any, which would be afforded to the Company if ad valorem taxes were paid, only to the extent permitted by the Act for Economic Development Property. For the purposes of clause (ii) above, there shall be excluded any Released Property and any other portion of the Project which ceases to qualify for a FILOT hereunder or under the Act. The Company and the County intend thatunderstand that legislation is being considered that would clarify that Section 12-44-30(21) of the Act authorizes fee in lieu of tax agreements with termination dates that are no later than the last day of a property tax year that is 29 years following the property tax year in which an applicable piece of economic development property is placed in service. The Company and the County agree that their intention is for the benefits provided under this Agreement to apply for 20 years with respect to each portion of the Project placed in service during the Investment Period. The County agrees that if, for and only if, this Agreement would otherwise be deemed unenforceable by virtue of such 20 year term, the term shall be extended to December 31 of the year which is the twenty-ninth (29th) year following the first year in which each phase portion of the Project is placed in service, provided that in such case, the Company agrees to elect to terminate the Agreement with respect to each portion of the Project after the Company has received 20 years of benefits with respect to such portion of the Project, the annual Negotiated FILOT payments hereunder shall be payable for a consecutive period of up to thirty (30) years. (i) The Negotiated FILOT Payment with respect to any property tax year shall be calculated in accordance with subparagraph (c)(ii) or (c)(iii) below. (ii) The Negotiated FILOT Payments shall be calculated with respect to each property tax year based on (1) the fair market value of the Land and improvements to real property and Equipment included within the Project theretofore placed in service (less, for Equipment, depreciation allowable for property tax purposes), (2) a millage rate of the millage rate in effect, for all taxing entities, at the Project Site on June 30, 2011, which the parties hereto believe to be 253.8 260.0 mils, for all Project property, which millage rate shall remain fixed for the Term, and (3) an assessment ratio of 67%, which shall remain fixed for the Term. Such fair market value must be that determined by in accordance with Section 12-44-50(A)(1)(c)(i) of the Department of RevenueAct. 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 exemption allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code. The In the event that the total investment in the Project prior to the Threshold Date exceeds Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) of otherwise taxable investment (the “$7.5 Million Investment Level”), the Negotiated FILOT Payments thereafter, beginning with the Negotiated FILOT Payment pertaining to the calendar year in which the $7.5 Million Investment Level is exceeded, shall include and take into account all Infrastructure Credits authorized by the Ordinance authorizing the execution and delivery of this Agreement, by that certain Infrastructure Financing Agreement between the County and the Company dated as of August 1, 2016, and Section 3.04, hereof. (iii) If legislation generally reducing the minimum be calculated using an assessment ratio applicable to the Project shall be enacted, the County shall amend this Agreement to afford the Company the lowest assessment ratio permitted by law. Moreover, if taxes on real and personal property shall be abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation, except as to those obligations which are stated herein to survive any termination of this Agreement6% rather than 7%. (d) The Negotiated 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 12-44-44- 50(B) of the Code, as provided in Section 4.03, by the amount thereof applicable to the Released Property; provided, however, that any disposal of Released Property need not result in a recalculation of the Negotiated FILOT Payments unless the Company so elects, and further provided that no such disposal shall reduce the value of the Project property subject to payments under Section 5.01(b), thereof, to less than Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), without regard to depreciation, or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00), without regard to depreciation, if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies; or (ii) to increase such payments in the event the Company adds property (other than Replacement Property) to the Project. (e) 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 Payments, to the extent permitted by and in accordance with the Act. (f) In the event that the Company has not invested at least Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00) of otherwise taxable investment in the Project before the Threshold Date, the portions of the Project previously subject to Negotiated FILOT Payments shall revert retroactively to normal ad valorem tax treatment, and the Company shall pay the difference between the fees actually paid and normal ad valorem tax payments which would have been paid, if any (a “Deficiency”), which such Deficiency shall be subject to interest as provided in Section 12-54-25 of the Code (or any successor provision). To the extent permitted by applicable law, with respect to personal property, the Deficiency shall be calculated based on the assumption that the Deficiency in the capital investment consists of equipment which is subject to depreciation at the rate of eleven percent (11%) per annum with a salvage value of ten percent (10%) throughout the term of this Agreement. (g) In the event that the Company’s investment in the Project based on an income tax basis without regard to depreciation at any time falls below Three Million, Eight Hundred Thousand and No/100ths Dollars ($3,800,000.00), or Seven Million, Five Hundred Thousand and No/100s Dollars ($7,500,000.00) if the $7.5 Million Investment Level has been achieved and the 6% assessment ratio applies, the Project shall thereafter be subject to normal ad valorem tax treatment. (h) Any amounts due to the County under this Section 5.01 by virtue of the retroactive application of Section 5.01(f) and (g) hereof shall be paid within 90 days following written notice thereof from the County to the Company. (i) If taxes on real and personal property shall be replaced, in whole or in part, with an alternate revenue source, or abolished in the County or in the State, the Company may terminate this Agreement immediately without further obligation.