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

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

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees (a) Trustor shall pay, prior to pay promptly delinquency, all real property taxes and assessments, general and special, and all other charges of any kind, including without limitation non- governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and when restrictions affecting the same shall Security, which are assessed or imposed upon the Security or upon Trustor as owner or operator of the Security, or become due and payable, each and every lawful costwhich create or may create a lien upon the Security, expense or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all the above collectively hereinafter referred to as “Impositions”); provided, however, that if, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments, Trustor may pay the same in installments (together with any interest charged) as the same become due and obligation before any fine, penalty or cost may be added thereto for the nonpayment of every kind any such installment. Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and natureby appropriate proceedings, foreseen or unforeseenthe validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of which all contested liabilities and so long as the Board or the Company is or shall become liable by reason security and value of its estate or Beneficiary’s interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason Deed of or in any manner connected with or arising out Trust are not impaired as a result of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement;such contest. (b) upon If at any time after the date hereof there shall be assessed or with respect imposed (1) a tax or assessment on the Security in lieu of or in addition to the income Impositions payable by Trustor pursuant to this Section 3.1 hereof, or profits (2) a license fee, tax or assessment imposed on Beneficiary and measured by or based in whole or in part upon the amount of the Board from the Project or under this Agreement; (c) upon or with respect to the possessionoutstanding Obligations secured hereby, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and then all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges fees shall be paid promptlydeemed to be included within the term “Impositions” as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. The Board If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall cooperate fully with have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Company in Obligations secured hereby. (c) Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such contestImposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other proof satisfactory to Beneficiary, evidencing the payment thereof. If Trustor shall not suffer, permit or initiate the Company joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. (d) In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinTrustor, the Board or the Trustee Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and any amounts the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amountsBeneficiary, together with interest thereon at the rate of interest borne by the Bonds from the date thereofof such advance at the greater of twelve percent (12%) per annum or the maximum rate permitted by law (hereinafter the “Agreed Rate”), shall become an additional Obligation of Trustor to the Company Beneficiary and shall be secured hereby, and Trustor agrees to paypay all such amounts.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay promptly only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall not be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees required to pay any special assessments federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for public improvements any tax, assessment or benefits for charge which is the Company would have otherwise have been liable had it in fact been the owner obligation of the ProjectLessee under this Section. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee Lessor shall notify Lessee that, in the Company that opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or interest of Lessor in the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project Equipment will be materially endangered or the Project Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments assessments, utility or other charges shall be paid promptly. The Board shall cooperate fully or provide Lessor with the Company full security against any loss which may result from nonpayment, in any such contest. If the Company shall fail form satisfactory to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payLessor.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees (a) Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind whatsoever which are at any time lawfully assessed or levied against or with respect to the Equipment, the Lease-Purchase Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien of the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay promptly only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall become due and payablenot be required to pay any federal, each and every lawful coststate or local income, expense and inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or Lessee under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement;Section. (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, utility or other charges so contested contest to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee Lessor shall notify Lessee that, in the Company that opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or interest of Lessor in the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project Equipment will be materially endangered or the Project Equipment or any part thereof will be subject to loss or for forfeiture, in which event Lessee shall promptly pay such taxes, assessments assessments, utility or other charges shall be paid promptly. The Board shall cooperate fully or provide Lessor with full security against any loss which may result from nonpayment, in the Company in any such contest. If the Company shall fail form satisfactory to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payLessor.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to shall, throughout the Lease Term, duly pay promptly and discharge, as and when the same shall become due and payable: (i) all taxes, each special assessments for benefits and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project, (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or same is one of the Company Unassigned Rights. It is a party creating or transferring an the understanding of the parties that, under the Act, the Issuer does not pay property taxes on its interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company’s interest in the Project is a mere usufruct and bailment for hire (which are not separately taxable estates) and not an estate for years (which would be an estate in which the leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that the Company shall be liable for no actual taxes on its leasehold or bailment for hire interest in the Project. However, in order to prevent the taxing authorities from being deprived of revenues relating to the Project during the period title thereto is in the Issuer, the Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses in consideration of the lease structure and other authorizations required for benefits, make payments in lieu of taxes in accordance with the lawful payment percentages and proper constructionterms provided in the Economic Development Agreement. Notwithstanding anything herein to the contrary, usethe Issuer cannot and does not warrant, occupation, operation and management of the Projectguaranty or promise any particular ad valorem tax treatment resulting from this Lease. The Company also agrees shall exhibit to pay or cause the Issuer and to be paid all lawful charges for gasthe Holder, waterupon request, sewervalidated receipts showing the payment of any payments of taxes, electricity, light, heat, power, telephone payments in lieu of taxes and other utility and service used, rendered charges which may be or supplied to, upon become a lien or in connection with encumbrance on the Project Project. (b) Upon notifying the Holder and the Board will cooperate with Issuer of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such taxes, assessments or charges necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall be paid promptly. The Board shall cooperate fully with entitled to enforce the Company in any such contest. If provisions of this Section, and the Company shall fail Issuer’s right to pay any enforce the same is one of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payUnassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, the Council shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the Facilities, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against the Council or the Lessor. The Company agrees Council shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Facilities, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Facilities; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Council shall be obligated to pay promptly only such installments as are required to be paid during the Term of this Lease as and when the same become due. The Council shall become due and payablenot be required to pay any federal, each and every lawful coststate or local income, expense and obligation of every kind and natureinheritance, foreseen or unforeseenestate, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereofsuccession, by reason of any right or interest of the Board or the Company in or under this Agreementtransfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and tax payable by the Board Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest obligation of the Board or the Company therein or Council under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwiseSection. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Council may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee Lessor shall notify the Company that Council that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part interest of the Project or Lessor in the rents, payments and revenues derived from the Project Facilities will be materially endangered or the Project Facilities or any part thereof will be subject to loss or forfeiture, in which event the Council shall promptly pay such taxes, assessments assessments, utility or other charges shall be paid promptly. The Board shall cooperate fully or provide the Lessor with the Company full security against any loss which may result from nonpayment, in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company form satisfactory to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payLessor.

Taxes, Other Governmental Charges and Utility Charges. The Board and the Company agrees acknowledge (a) that under present law no part of the Project owned by the Board will be subject to pay promptly ad valorem taxation by the State of Alabama or by any political or taxing subdivision thereof and that under present law the income and profits (if any) of the Board from the Project are not subject to either Federal or Alabama taxation, and (b) that these factors, among others, induce the Company to enter into this Lease Agreement. However, the Company will pay, as and when the same shall respectively become due due, all taxes and payable, each and every lawful cost, expense and obligation governmental charges of every any kind and nature, foreseen whatsoever that may at any time be lawfully assessed or unforeseen, for the payment of which the Board levied against or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or the Leased Equipment or any portion thereofmachinery, equipment or other property installed or brought by reason of any right or interest of the Board or the Company in or under this Agreementthe Plant (including, or by reason of or in any manner connected with or arising out of without limiting the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board from the Project which, if not paid, will become a lien on the Project prior to the lien of the Mortgage or under this Agreement; (c) upon a charge on the revenues and receipts therefrom prior to the charge thereon and pledge or assignment thereof to be created and made in the Mortgage), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project, and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on the Project; provided, that with respect to the possessionspecial assessments or other governmental charges that may lawfully be paid in installments over a period of years, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone during the term hereof. The foregoing provisions of this section shall be effective only so long as any part of the principal of or the interest on the Bonds remains outstanding and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsunpaid. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless by such action the title of the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will shall be materially endangered or the Project or any part thereof will be shall become subject to loss or forfeiture, forfeiture in which event such taxes, assessments or charges shall be paid promptlyprior to becoming delinquent. The Board shall will cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees This is a net lease and, in addition to paying the Rental Payments and Additional Payments hereunder, except to the extent that certain costs are paid pursuant to Section 4.2 of the Project Service Agreement, Lessee shall be responsible for and shall pay promptly as any and when all expenses of owning, operating, maintaining and repairing the same shall become due Project incurred from and payableafter the date hereof until the expiration of the Lease Term and any and all other costs, each charges, assessments, expenses and every lawful cost, expense and obligation taxes of every kind and naturecharacter, foreseen ordinary or unforeseenextraordinary, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of or incurred in connection with the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or the execution, delivery and performance by Lessee of this Lease, whether or not such cost, charge, assessment, expense or tax is expressly referred to herein, so as to allow the Lessor to receive the Rental Payments as net rent. Without limiting the generality of the foregoing, the Lessee shall pay, as the same respectively become due, all taxes, assessments, whether general or special, and governmental charges of any portion thereof; or kind whatsoever that may at any time during the Lease Term be lawfully assessed or levied against or with respect to the Project (dincluding, without limitation, any taxes levied upon or with respect to the revenues, income or profits of the Lessee from the Project) upon this transaction which, if not paid, may become or be made a lien on the Project or any document to which the Board part thereof, or the Company is a party creating or transferring an interest or an estate charge on such revenues, income and profits therefrom, and all utility and other charges incurred in the Project; under or by virtue of any present or future lawoperation, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper constructionmaintenance, use, occupation, operation occupancy and management upkeep of the Project. The Company also agrees Project during the Lease Term; provided, that with respect to special assessments or other governmental charges that lawfully may be paid in installments over a period of years, the Lessee shall be obligated to pay or cause only such installments as are required to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the Boardexpense, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, may permit the taxes, assessments or other charges so contested to remain unpaid unless the Board or the Trustee Lessor shall notify the Company that Lessee that, in the reasonable opinion of the Lessor, by nonpayment of any such items the lien Project or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered affected or the Project or any part thereof will be subject to imminent loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board or provisions for payment by deposit or bonding shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid made promptly by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payLessee.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when During the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term Term of this Agreement the School District shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid when due all lawful charges for gas, water, sewersteam, electricity, light, heat, power, telephone power and other utility charges incurred in the operation, maintenance, use, occupancy and service used, rendered or supplied to, upon or in connection with upkeep of the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsPremises. The Company School District shall also pay all property and excise taxes and governmental charges of any kind whatsoever (including special assessments) which may at any time be lawfully assessed or levied against or with respect to the Premises or any part thereof or the Lease Payments, and which become due during the Term of this Agreement with respect thereto; and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Premises; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the School District shall be obligated to pay only such installments as are required to be paid during the Term of this Agreement as and when the same become due. The School District shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the Trustee, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property. The School District may, at its own the School District's expense and in its own the School District's name and behalf or in the name and behalf of the BoardTrustee's name, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that School District that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part interest of the Project or Trustee in the rents, payments and revenues derived from the Project Premises will be materially endangered or the Project Premises or any part thereof will be subject to loss or forfeiture, in which event the School District shall promptly pay such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or provide the Trustee with full security against any loss which may (but shall be under no obligation to) pay the sameresult from nonpayment, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company in form satisfactory to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payTrustee.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to shall, throughout the Lease Term, duly pay promptly and discharge, as and when the same shall become due and payable: (i) all taxes, each special assessments for benefits and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project, (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer's right to which enforce the Board or same is one of the Company Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer's interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is a party creating or transferring mere usufruct and bailment for hire (which are not separately taxable estates) and not an interest or estate for years (which would be an estate in which the leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that the Company shall be liable for no actual taxes on its leasehold or bailment for hire interest in the Project; under . However, in order to prevent the taxing authorities from being deprived of revenues relating to the Project during the period title thereto is in the Issuer, the Company shall, in consideration of the lease structure and other benefits, make payments in lieu of taxes in accordance with the payment percentages and terms provided in Exhibit B hereto, subject to and in accordance with the terms and conditions set forth in the Memorandum of Understanding. Notwithstanding anything herein to the contrary, the Issuer cannot and does not warrant, guaranty or by virtue of promise any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwiseparticular ad valorem tax treatment resulting from this Lease. The Company also agrees shall exhibit to pay the Issuer and to the Holder, upon request, validated receipts showing the payment of any special assessments for public improvements payments of taxes, payments in lieu of taxes and other charges which may be or benefits for which the Company would have otherwise have been liable had it in fact been the owner of become a lien or encumbrance on the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for . (b) Upon notifying the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project Holder and the Board will cooperate with Issuer of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such taxes, assessments or charges necessity from the Issuer in writing. The procedures for contesting payments in lieu of taxes are more fully set forth in Exhibit B hereto. (c) Both the Issuer and the Holder shall be paid promptly. The Board shall cooperate fully with entitled to enforce the Company in any such contest. If provisions of this Section, and the Company shall fail Issuer's right to pay any enforce the same is one of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payUnassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to pay promptly Corporation will pay, as and when the same shall respectively become due due, (1) all taxes and payable, each and every lawful cost, expense and obligation governmental charges of every any kind and nature, foreseen whatsoever that may at any time be lawfully assessed or unforeseen, for the payment of which the Board levied against or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereof, other property installed or brought by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of Corporation on the Project or Site, including without limitation any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon taxes levied on or with respect toto the revenues, income or shall be or become liens upon, profits of the Issuer from the Project or and any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) other taxes levied upon or with respect to the income Project which, if not paid, will become a lien on the Project prior to or profits on a parity with the lien of the Board Indenture or a charge on the revenues and receipts from the Project prior to or under this Agreement; on a parity with the charge thereon and pledge or assignment thereof created and made in the Indenture and including any ad valorem taxes assessed upon the Corporation's interest in the Project, and (c2) upon or all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project, provided, that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Corporation shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company foregoing provisions of this Section shall be effective only so long as any part of the principal of or the interest on the Bond remains outstanding and unpaid. (b) The Corporation may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless therefrom, provided that during such period enforcement of such contested items shall be effectively stayed. The Issuer, at the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part expense of the Project or the rentsCorporation, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company Corporation in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to shall, throughout the Lease Term, duly pay promptly and discharge, as and when the same shall become due and payable: (i) all taxes, each special assessment for benefits and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project, (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or same is one of the Company Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer’s interest in the Project is exempt from ad valorem taxes The Company’s leasehold interest in the Project is a party creating or transferring mere usufruct and bailment for hire (which are not separately taxable estates) and not an interest or estate for years (which would be an estate in which the leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this 2008 Lease is in effect, the Company shall pay no actual taxes on its leasehold interest in the Project; under or . However, the Company shall, in consideration of the lease structure and other benefits, make payments in lieu of taxes, in accordance with the payment percentages and terms provided in the Second Amended and Restated Memorandum of Understanding (the “2008 MOU”), dated as of even date herewith, provided however, that if the Project becomes subject to any actual ad valorem property taxes, the amount thereof shall be credited against any such payments in lieu of taxes. Further, if and so long as the Project is not subject to ad valorem taxes, the Company shall make any payments in lieu of taxes required by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwisethe 2008 MOU. The Company also agrees shall exhibit to pay Issuer and to the Holder, upon request, validated receipts showing the payment of any special assessments for public improvements payments of taxes, payments in lieu of taxes and other charges which may be or benefits for which the Company would have otherwise have been liable had it in fact been the owner of become a lien or encumbrance on the Project. The Company shall. (b) Upon notifying the Holder of its intention to do so, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company mayCompany, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, may contest any such taxes, assessments payments in lieu of taxes, assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and payments in lieu of taxes, assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeiture, in which event forfeiture by reason of such taxes, assessments or charges nonpayment. The procedures for contesting actual taxes shall be paid promptly. The Board shall cooperate fully in accordance with the Company applicable statutes; a declaratory judgment action may be used to contesting payments in any such contest. If the Company shall fail to pay any lieu of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to paytaxes.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when In the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, event that the Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body which may be secured by a lien against the Project, an Additional Rental, from and to the extent of County Funds, shall be paid by the County equal to the amount of all such taxes, assessments and governmental charges then due. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the County shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during that period that the County is obligated to pay Base Rentals. The County shall not allow any liens for taxes, assessments or governmental charges to exist (including, without limitation, any taxes levied which, if not paid, will become a charge on the rentals and receipts prior to or on a parity with the charge thereon and the pledge and assignment thereof to be created and made in the Master Resolution), or any interest therein (including the interest of the Board Authority) or the Company therein rentals and revenues derived therefrom or under this Agreement; (b) upon or with respect hereunder. The County shall also pay as Additional Rentals, from and to the income or profits extent of available County Funds, as the Board from same respectively become due, all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project. As long as the County is in possession of the Project or and except as otherwise provided herein, it shall keep it free and clear of all liens, charges and encumbrances (except Permitted Encumbrances and any portion thereof; or (dencumbrances arising through the Authority) upon this transaction or any document to which and shall have the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future lawresponsibility for all management, statuteoperations, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner maintenance and repair of the Project. The Company shallCounty in its discretion may discharge such responsibility by: using its own employees; or contracting for services; or subleasing portions of the Project, at its sole cost subject to the provisions hereof and expenseof the Master Resolution; or any combination of such methods. No such contract or sublease shall place a greater burden on the Authority than provided herein, procure nor infringe upon rights granted to or cause retained by the Authority hereunder, nor violate or in any way impair the Authority’s obligations under the Master Resolution or any other instrument, if any, securing any debt or borrowings by the Authority, all or substantially all the proceeds of which are to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of used to finance the Project. The Company also agrees Authority does not agree to pay provide anything more than the Project as herein defined, and shall have no obligation to incur any expense of any kind or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or character in connection with the management, operation, or maintenance of the Project and during the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company County may, at its own the expense and in its own name and behalf or in the name and behalf of the BoardCounty, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom provided the County shall first deposit with the Authority, or in court, a bond or other security satisfactory to Authority pursuant to Section 1.18 of the Deed of Trust, Assignment of Rents and Security Agreement delivered by the Authority unless the Board or the Trustee Authority shall notify the Company that County that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or pursuant to the Indenture as terms hereof and pursuant to any part of the Project or Master Resolution and the rents, payments and revenues derived from the Project Security Documents will be materially endangered or the Project or any part portion thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith. The Board shall cooperate fully with In the Company in any such contest. If event that the Company County shall fail to pay any of the foregoing items required by this Section 9.3 to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCounty, the Board or the Trustee Authority may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the a rate per annum equal to eighteen percent (18%) as of interest borne by the Bonds from the date thereofof payment, the Company County agrees to pay, from and to the extent of available County Funds.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall pay, or cause to pay promptly as and when be paid before the same shall become due and payabledelinquent, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesassessments, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, whether general or special, foreseen or unforeseen, whether similar or dissimilar to and governmental charges of any of the foregoing, and all applicable interest and penalties thereon, if any, which kind whatsoever that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon levied against or with respect to the income Project, including any equipment or profits of related property installed or brought by the Board from Company therein or thereon and all utility and other charges incurred in the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner and upkeep of the Project. The With respect to special assessments or other governmental charges that lawfully may be paid in installments over a period of years, the Company shall, at its sole cost and expense, procure or cause to shall be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees obligated to pay or cause only such installments as are required to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsterm hereof. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Boardexpense, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless the Board Issuer or the Trustee shall notify the Company that that, in the opinion of counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or of the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project Project, or any part thereof thereof, will be subject to material loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlypromptly by the Company. The Board shall cooperate fully Company also agrees to comply at its own cost and expense with all notices received from public authorities from and after the Company in any such contestdate hereof. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinit, the Board Issuer or the Trustee may (but shall be under no obligation to) pay the same, same and any amounts so advanced therefor by the Board Issuer or the Trustee shall become an additional obligation of the Company to the one Issuer or the Trustee, as the case may be, making the advancement, which amounts, together with interest thereon from the date thereof at a variable rate equal to the rate of interest borne announced by the Bonds Trustee from time to time to be the date thereofprime rate designated by PNC Bank, National Association, Pittsburgh, Pennsylvania, plus one percent (1%) per annum, the Company hereby agrees and covenants to pay; provided however, such rate of interest shall not exceed the maximum rate permitted under State law. Such interest shall be considered to be additional indebtedness secured hereby.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall, throughout the Lease Term, duly pay and discharge, or cause to pay promptly be paid and discharged, as and when the same shall become due and payable, each : (i) all taxes and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project; (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document; (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project; and (iv) other levies, use permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer does not pay property taxes on its interest in the Project and that the Leasehold Interest of the Company is a party creating or transferring an interest or an estate to be taxed as provided in the Project; under or Economic Development Agreement being executed by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwisethe Company in connection herewith. The Company also agrees shall exhibit to pay any special assessments for public improvements the Issuer and to the Holder upon request validated receipts showing the payment of such taxes and other charges which may be or benefits for which the Company would have otherwise have been liable had it in fact been the owner of become a lien or encumbrance on the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for Upon notifying the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project Holder and the Board will cooperate with Issuer of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any name of the foregoing items required by this Section to be paid by Issuer unless (i) it is in the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation opinion of the Company necessary to protect or assert the rights or interests of the Company. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer’s right to enforce the same is one making of the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payUnassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company Issuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee and the Fulton County Board of Tax Assessors (the "Property Tax Memorand▇▇"). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to pay promptly make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as and when the same shall respectively become lawfully due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for (i) all ad valorem taxes assessed with respect to the payment of which the Board or the Company is or shall become liable by reason of its estate or Lessee's leasehold interest in the Project or any portion thereof, by reason during the Lease Term; (ii) all taxes and governmental charges of any right kind whatsoever upon or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of respect to the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxesmachinery, personal equipment or other property taxesinstalled or brought by the Lessee therein or thereon (including, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the lien or charge of the Indenture; (ciii) upon or all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the possessionLessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. (b) It is the understanding and intent of the parties that the Issuer's acquisition of title to the Project, operationincluding but not limited to the Equipment, managementshall be solely for the purpose of leasing the same to the Lessee pursuant to the terms hereof. It is further the understanding and intent of the parties that, maintenancefor purposes of the sales and use taxes imposed by Article 8 of Title 48 of the Official Code of Georgia Annotated, alterations, repair, rebuilding, use or occupancy the conveyance to the Issuer of title to the Project or any portion thereof; orthereof by the Lessee as contemplated herein shall not be a taxable transaction for sales and use tax purposes in accordance with the holding of FOOTPRESS CORPORATION V. STRICKLAND, 242 Ga. 686, 251 S.E.2d 278 (1978). (dc) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company mayTh▇ ▇▇▇▇▇▇ ▇▇▇, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlytherefrom. The Board shall Issuer will cooperate fully with the Company Lessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when In the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, event that the Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments, or charges lawfully made by any interest of governmental body which may be secured by a lien against the Board or the Company therein or under this Agreement; (b) upon or Project, an Additional Rental with respect to the income Project, from and to the extent of Interlocal Funds, shall be paid by the Sublessee equal to the amount of all such taxes, assessments, and governmental charges then due. With respect to special assessments or profits other governmental charges which may be lawfully paid in installments over a period of years, the Board from the Project or under this Agreement; (c) upon or Sublessee shall be obligated to provide for Additional Rentals with respect to the possessionProject only for such installments as are required to be paid during that period that the Sublessee is obligated to pay Base Rentals with respect to the Project. The Sublessee shall not allow any liens for taxes, operation, management, maintenance, alterations, repair, rebuilding, use assessments or occupancy of governmental charges to exist with respect to the Project or any portion thereof; or thereof (d) including, without limitation, any taxes levied upon this transaction the Project or any document portion thereof which, if not paid, will become a charge on the rentals and receipts from the Project or any portion thereof prior to which or on a parity with the Board charge thereon and the pledge and assignment thereof to be created and made in the Master Resolution), or any interest therein (including the interest of the Sublessor) or the Company is a party creating rentals and revenues derived therefrom or transferring an interest or an estate hereunder. The Sublessee shall also pay as Additional Rentals with respect to the Project, as the same respectively become due, all gas, water, steam, electricity, heat, power, telephone, utility, and other charges incurred in the operation, maintenance, use, occupancy, and upkeep of the Project; under or by virtue . As long as the Sublessee is in possession of the Project and except as otherwise provided herein, it shall keep it free and clear of all liens, charges, and encumbrances (except Permitted Encumbrances and any present or future lawarising through the Sublessor) and shall have the responsibility for all management, statuteoperations, ordinancemaintenance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner and repair of the Project. The Company shallSublessee in its discretion may discharge such responsibility by: (1) using its own employees; or (2) contracting for services; or (3) subleasing all or part of the Project, at its sole cost subject to the provisions hereof and expenseof the Lease and the Master Resolution; or (4) any combination of such methods. No such contract or sublease shall place a greater burden on the Sublessor than provided herein, procure nor infringe rights granted to or cause retained by the Sublessor hereunder, nor violate or in any way impair the Sublessor’s obligations under the Master Resolution or any other instrument, if any, securing any debt or borrowings by the Sublessor, all or substantially all the proceeds of which are to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of used to finance the Project. The Company also agrees Authority does not agree to pay provide anything more than the Project as herein defined, and shall have no obligation to incur any expense of any kind or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or character in connection with the management, operation, or maintenance of the Project and during the Board will cooperate with the Company in securing such permits, licenses and authorizationsSublease Term. The Company Sublessee may, at its own the expense and in its own name and behalf or in the name and behalf of the BoardSublessee, in good faith contest any such taxes, assessments assessments, utility, and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee Sublessor shall notify the Company that Sublessee that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or pursuant to the Indenture as terms hereof and pursuant to any part of the Project or Master Resolution and the rents, payments and revenues derived from the Project Security Documents will be materially endangered or the Project or any part portion thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith. The Board shall cooperate fully with In the Company in any such contest. If event that the Company shall fail Sublessee fails to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinsection, the Board or the Trustee Sublessor may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payten (10) percent per annum.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees This is a net lease and, in addition to paying the Rent hereunder, Tenant shall be responsible for and shall pay promptly as any and when all expenses of owning, operating, maintaining and repairing the same shall become due Premises incurred from and payableafter the date hereof until the expiration of the Lease Term and any and all other costs, each charges, assessments, expenses, taxes, payments in lieu of taxes and every lawful cost, expense and obligation TIF service payments of every kind and naturecharacter, foreseen ordinary or unforeseenextraordinary, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of or incurred in connection with the possession, operation, maintenance, alteration, repair, rebuilding use or use occupancy of the Project Premises or any part thereof. The Company also agrees to pay the execution, delivery and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges performance by Tenant of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseenthis Lease, whether similar or dissimilar not such cost, charge, assessment, expense or tax is expressly referred to any herein, so as to allow Landlord to receive the Rent as net rent. Without limiting the generality of the foregoing, Tenant shall pay, as the same respectively become due, all taxes, assessments, whether general or special and all applicable interest and penalties thereon, if any, which governmental charges of any kind whatsoever (excluding any federal or state income taxes on any income of Landlord) that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall Lease Term be lawfully levied, assessed or imposed (a) upon levied against or with respect toto the Premises (including, or shall be or become liens uponwithout limitation, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the revenues, income or profits of the Board Tenant from the Project Premises) that, if not paid, may become or under this Agreement; (c) upon be made a lien on the Premises or any part thereof, or a charge on such revenues, income and profits therefrom and all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Premises during the Lease Term; provided that, with respect to special assessments or other governmental charges that lawfully may be paid in installments over a period of years, Tenant shall be obligated to pay only such installments as are required to be paid during the Lease Term. Landlord shall use good faith efforts to cause all tax bills with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause Premises to be procured sent directly to Tenant and, where it is unable to do so, to promptly send to Tenant any and all necessary building permitssuch tax bills received by it. Notwithstanding the foregoing, other permitsTenant shall have the right, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, but at its own cost and expense and in its own name after prior written notice to the Director, and behalf after consultation with the Landlord, to contest the validity or in the name and behalf amount of the Board, in good faith contest any such costs, charges, assessments, expenses, taxes, assessments payments in lieu of taxes and other charges andTIF service payments by appropriate proceedings timely instituted, unless the Director shall notify Landlord and Tenant in writing that, in the event reasonable opinion of any such contestlegal counsel to the Director, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or and security interests afforded by this Agreement or interest granted under the Indenture as Mortgage to any part of the Project or the rents, payments and revenues derived from the Project Director will be materially endangered and adversely affected or the Project or any material part thereof will be subject to loss or forfeiture, in which event Landlord or Tenant shall promptly pay such costs, charges, assessments, expenses, taxes, assessments payments in lieu of taxes and TIF service payments or charges shall be paid promptlygive the Director adequate protection in regard to such payments. The Board Director shall have the commercially reasonable discretion to determine the adequacy of the protection proffered. Tenant shall have the right to initiate any such contest in its own name or in the name of Landlord and Landlord will exercise good faith efforts to cooperate fully with the Company Tenant, but at Tenant’s expense, in any such contest. If contest (except as any such lien is asserted by Landlord in which event Tenant shall have the Company shall fail right to pay any contest such lien as if it were the owner of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payPremises).

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Borrower shall pay promptly as and when the same before any interest, collection fees or penalties shall become due and payabledue, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company Borrower in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction , including, without limitation, all taxes, assessments, whether general or special, and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any document machinery, equipment or other property installed or brought by the Borrower therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to which the Board receipts, income or profits of the Company is a party creating or transferring an interest or an estate Issuer from the Project and all utility and other charges incurred in the Project; under or by virtue of any present or future lawoperation, statutemaintenance, ordinanceuse, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner occupancy and upkeep of the Project); provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay only such installments as they become due. The Company shall, at its sole cost parties acknowledge that the Project will be subject to ad valorem taxation unless the appropriate local taxing authorities (County and expense, procure City governing bodies) agree that the Project will be exempt in whole or cause to be procured in part from such taxes. Notwithstanding the foregoing or any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management contrary provision in any of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gasLoan Documents, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Borrower may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments and other charges andby appropriate proceedings provided adequate financial reserves have been established on its books and records in accordance with generally accepted accounting principles, in and during such contest Borrower’s failure to pay such obligations shall not constitute a default of Borrower. The Borrower shall furnish to the event Issuer promptly, upon request, proof of the payment of any such contesttax, may permit the taxesassessment or other governmental or similar charge, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in other charge which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid is payable by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payBorrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company Issuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee’s interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee and the ▇▇▇▇▇▇ County Board of Tax Assessors (the “Property Tax Memorandum”). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to pay promptly make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as and when the same shall respectively become lawfully due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for (i) all ad valorem taxes assessed with respect to the payment of which the Board or the Company is or shall become liable by reason of its estate or Lessee’s leasehold interest in the Project or any portion thereof, by reason during the Lease Term; (ii) all taxes and governmental charges of any right kind whatsoever upon or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of respect to the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxesmachinery, personal equipment or other property taxesinstalled or brought by the Lessee therein or thereon (including, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the lien or charge of the Indenture; (ciii) upon or all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the possessionLessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. (b) It is the understanding and intent of the parties that the Issuer’s acquisition of title to the Project, operationincluding but not limited to the Equipment, managementshall be solely for the purpose of leasing the same to the Lessee pursuant to the terms hereof. It is further the understanding and intent of the parties that, maintenancefor purposes of the sales and use taxes imposed by Article 8 of Title 48 of the Official Code of Georgia Annotated, alterations, repair, rebuilding, use or occupancy the conveyance to the Issuer of title to the Project or any portion thereof; orthereof by the Lessee as contemplated herein shall not be a taxable transaction for sales and use tax purposes in accordance with the holding of Footpress Corporation ▇. ▇▇▇▇▇▇▇▇▇▇, 242 Ga. 686, 251 S.E.2d 278 (1978). (dc) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlytherefrom. The Board shall Issuer will cooperate fully with the Company Lessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as will pay (a) all taxes and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may lawfully be assessed or interest of levied against or with respect to the Board or Project, including, without limiting the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) taxes levied upon or with respect toto any part of the receipts, income or shall be or become liens upon, profits of the Council from the Project or and any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) other taxes levied upon or with respect to the income or profits of the Board from Project which, if not paid, would become a lien on the Project or under this Agreement;a charge on the revenues and receipts therefrom prior to or on a parity with the pledge and assignment thereof made in the Indenture, (b) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated to pay only such installments as are required to be paid during any period while the Lease shall be in effect, and (c) upon all claims or with respect judgments which, if not paid or discharged, would give rise to a lien on the Project, or a charge on the revenues of the Council from the Project prior to, or on a parity with, the pledge and assignment of such revenues made in the Indenture. The Council will forward to the possessionCompany, operationpromptly following its receipt thereof, managementany bills, maintenancestatements, alterationsassessments, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation notices or other requirement of instruments asserting or otherwise relating to any governmental authoritysuch taxes, whether federal, state, county, city, municipal, school assessments or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationscharges. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the BoardCouncil, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may may, if it so notifies the Council and the Trustee in writing, permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlytherefrom. The Board shall Council will cooperate fully with the Company in any such contest. If The Company will also pay, as the Company shall fail to pay any same respectively become due, all utility and other similar charges incurred in the operation, maintenance, use and upkeep of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payProject.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall, throughout the Term of this Agreement, pay or cause to pay promptly be paid as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or taxes and governmental charges of any interest of the Board or the Company therein or under this Agreement; (b) kind whatsoever lawfully and properly due upon or with respect to the income Project or profits the interest of the Board from the Project or Company under this Agreement; , (cb) all taxes and governmental charges of any kind whatsoever upon or with respect to the possessionProject or any improvements thereon or machinery, Equipment or other personal property installed or brought by the Company or any subtenant of the Company therein or thereon, (c) all utility and other charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project or any portion thereof; or and (d) upon this transaction all assessments and charges lawfully and properly made by any governmental body for public improvements that may be secured by a lien or charge on the Project; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated to pay only such installments as they become due and payable; provided further that the Company may, in its own name and/or in the name and on behalf of the Issuer, contest any document of the items in (a) through (d) in good faith through appropriate proceedings. The provisions set forth above shall, as to which ad valorem taxes, not be deemed to be an admission by the Board Issuer or the Company that any ad valorem taxes assessed against the Project are properly payable with respect to the Project, it being the understanding of the parties that, under the Act, the Issuer’s interest in the Project is exempt from ad valorem taxes and that, in accordance with the PILOT Agreement, the interest in the Project created hereby in the Company, under current Georgia law, is a party creating or transferring an mere usufruct and/or bailment for hire, which is not a taxable interest or an estate in for purposes of ad valorem taxation. The Issuer hereby appoints the Project; under or by virtue Company as its attorney-in-fact for the purposes of contesting the proposed imposition of any present ad valorem taxes with respect to the Project (including, without limitation, any proceedings regarding the valuation of property for tax purposes) or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments otherwise act for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner and on behalf of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or Issuer in connection with the Project any ad valorem tax proceedings, and the Board Issuer will cooperate with the Company in securing connection with any such permits, licenses and authorizationsproceedings. The Company mayshall, at its own expense in consideration of this Agreement and other benefits, make payments in lieu of taxes (the “PILOT Payments”) in accordance with the terms provided in Exhibit D hereto and in its own name and behalf or in the name and behalf of the BoardEDA; provided, in good faith contest any such taxes, assessments and other charges andhowever, in the event that ad valorem taxes are levied on the Project, then the Company will receive a credit against its obligation to make PILOT Payments to the extent of such ad valorem taxes paid. Notwithstanding anything herein to the contrary, the Issuer cannot and does not warrant, guaranty or promise any particular ad valorem tax treatment resulting from this Agreement. Provided, however, that the Issuer will not take any action or sell, assign, transfer or convey the Project during the Term of this Agreement in a manner which might reasonably be construed as tending to cause or induce the levy or assessment of ad valorem taxes on the Project. The Company shall provide, upon request, evidence of payment of any such contest, may permit the taxes, assessments PILOT Payments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board which are or the Trustee shall notify the Company that by nonpayment of any such items the may become a lien or security interests afforded by this Agreement or encumbrance on the Indenture as Project. The right to any part receive and to enforce collection of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any PILOT Payments is one of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payIssuer’s Reserved Rights.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as In the event that the Ground Lease Term extends beyond the date of termination of the Master Lease and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of event that the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project Property or any portion thereof shall, for any reason, be deemed subject to taxation, assessments, or charges lawfully made by any interest governmental body which may be secured by a lien against the Project Property, the Authority shall pay an amount equal to the amount of the Board or the Company therein or under this Agreement; (b) upon or with all such taxes, assessments, and governmental charges then due. With respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges which may be lawfully paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Authority shall be obligated to pay any special assessments such amounts only for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid during the Ground Lease Term. In the event that the Ground Lease Term extends beyond the date of termination of the Master Lease, the Authority shall also pay as the same respectively become due, all lawful charges for gas, water, sewersteam, electricity, light, heat, power, telephone telephone, utility, and other utility charges incurred in the operation, maintenance, use, occupancy, and service used, rendered or supplied to, upon or in connection with upkeep of the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsProperty. The Company Authority may, at its own the expense and in its own name and behalf or in the name and behalf of the BoardAuthority, in good faith contest any such taxes, assessments assessments, utility, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless therefrom. In the Board or event that the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company Authority shall fail to pay any of the foregoing items required by this Section 9.2 to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinAuthority, the Board or the Trustee City may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereoften percent (10%) per annum, the Company Authority agrees to pay. If during the Ground Lease Term, title to, or the temporary or permanent use of the Project Property or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm, or corporation acting under governmental authority, the Authority and the City shall cooperate in the collection and disposition of the proceeds of condemnation such that the net proceeds of such condemnation allocable to the Project Property and to the Authority’s leasehold interest in the Project Property created hereunder shall be deposited and utilized by the CIB in accordance with the provisions of the Master Lease and the Master Resolution and the net proceeds of such condemnation allocable solely to the City’s reversionary interest in the Project Property will be payable to the City. Except as otherwise provided in the Master Lease, if during the Ground Lease Term, the 2020 Project or any material portion thereof, shall be destroyed (in whole or in part), or damaged by fire or other casualty, the Net Proceeds of any insurance policy shall be deposited and utilized by the CIB in accordance with the provisions of the Master Lease and the Master Resolution.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly Borrower will pay, as and when the same shall become due due, (a) all taxes and payablegovernmental charges of any kind whatsoever or payments in lieu of taxes that may at any time be lawfully assessed or levied against or with respect to the Facilities or any interest therein, each or any machinery, equipment, or other property installed or brought by the Borrower therein or thereon which, if not paid, will become a Lien on the Facilities or a charge on the Pledged Revenues prior to or on a parity with the charge thereon under this Loan Agreement, (b) all utility and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest other charges incurred in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alterationuse, repair, rebuilding or use occupancy and upkeep of the Project Facilities and (c) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a Lien on the Facilities provided that with respect to special assessments or any part thereof. The Company also agrees other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time only such installments as may have become due during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. Loan Agreement.‌ The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Borrower may, at its own expense expense, but only if no Event of Default hereunder has occurred and in its own name is continuing, diligently prosecute and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless if, in the Board or Opinion of Counsel, the Trustee Facilities shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will not be subject to loss or forfeiture. In the event that the Borrower is not able to obtain such Opinion of Counsel, in which event such taxes, assessments or charges shall be paid promptlypromptly or secured by posting a bond with the Trustee in form satisfactory to the Trustee and the Bondholder Representative. The Board Issuer, at the expense of the Borrower, shall cooperate fully with the Company Borrower in any such contest. If In the Company event that the Borrower shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinBorrower, the Board Issuer, the Bondholder Representative or the Trustee may (but shall be under no obligation to) pay the same, same and any amounts so advanced therefor by the Board Issuer, the Bondholder Representative or the Trustee shall become an additional obligation of the Company Borrower payable to the one making the advancementadvance, which amounts, amount the ▇▇▇▇▇▇▇▇ agrees to pay on demand together with interest thereon at a rate which shall be 3% per annum above the highest rate of interest borne by the Bonds or the maximum rate permitted by law if less than such rate. The Borrower will do, or cause to be done, all things required by the appropriate government authority to obtain and maintain exemption from the date thereof, the Company agrees to paypayment of real property taxes.

Taxes, Other Governmental Charges and Utility Charges. The Company CIC and the Sublessee acknowledge: (a) that under present law no part of the Subleased premises is subject to ad valorem taxation by the State or by any political or taxing subdivision thereof. If, however, such conditions should cease to exist, the Sublessee agrees to pay promptly that it will pay, as and when the same shall respectively become due (1) all taxes and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may be lawfully assessed or interest of levied against or with respect to the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project Subleased premises or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesthat may be or become secured by a lien thereof or on any part thereof (including, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of CIC or the Board City of Tarrant City from the Project Subleased premises which, if not paid, will become a lien on the Subleased premises prior to or under this Agreement; on a parity with the lien of the indenture or a charge on the revenues and receipts therefrom prior to or on a parity with the pledge and assignment thereof to be created and made in the Indenture); (c2) upon all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Subleased premises etc., and (2) all assessments and charges at any time lawfully made by any governmental body for public improvements that may be secured by a lien on the Subleased premises or any part thereof; provided, that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement government charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Sublessee shall be obligated to pay any special assessments for public improvements or benefits for which only such installments as come due during the Company would have otherwise have been liable had it in fact been Sublease Term. If the owner Sublessee shall first notify CIC of its intention so to do, the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Sublessee may, in good faith and at its own expense and in its own name and behalf or in the name and behalf of the BoardCIC, in good faith contest any such taxes, assessments and or other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless CIC shall be of the Board opinion that by such action the title of the City of Tarrant City to or the Trustee shall notify the Company that by nonpayment lien of any such items the lien or security interests afforded by this Agreement or the Indenture as to on any part of the Project or the rents, payments and revenues derived from the Project will Subleased premises shall be materially endangered or the Project Subleased premises or any part thereof will be shall become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyprior to becoming delinquent. The Board shall CIC will cooperate fully with the Company Sublessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Mortgagor shall pay or cause to pay promptly be paid, as and when the same shall become due and payabledue, each and every lawful costall fees, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every any kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which whatsoever that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or levied against the Mortgagor with respect to, or shall be or become liens upon, to the Project Mortgaged Property or any portion thereof or any interest with respect to the original issuance of the Board or Bonds, including without limiting the Company therein or under this Agreement; (b) generality of the foregoing, any taxes levied against the Mortgagor upon or with respect to the income or profits of the Board Mortgagor from the Project Bond Project, and including all ad valorem taxes lawfully assessed upon the Mortgaged Property all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Mortgaged Property, all assessments and charges lawfully made by any governmental body against the Mortgagor for or under on account of the Mortgaged Property; provided however, that nothing in this Agreement; (c) upon or paragraph 15 shall require the payment thereof, so long as the validity thereof shall be contested in good faith by the Mortgagor by appropriate legal proceedings in accordance with the terms set forth below; and further provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the possessionMortgagor shall be obligated to pay only such installments as are required to be paid during the term). hereof. The Mortgager represents and warrants that, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy as of the Project date of execution of this Mortgage, there exists no lien, charge or encumbrance other than the Permitted Encumbrances, upon the Mortgaged Property, prior to the security interest of the Mortgagee. Except as otherwise permitted by the provisions of this Mortgage, the Mortgagor will not create or suffer to be created any portion thereof; or lien, encumbrance or charge upon the Mortgaged Property, other than the Permitted Encumbrances, and subject to the provisions of this paragraph relating to permitted contests, the Mortgagor will satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, within sixty (d60) days after the Mortgagor is notified or becomes aware of the same, all lawful claims and demands for labor, materials, supplies or other items which, if not satisfied, might by law become a lien upon the Mortgaged Property. If any such lien shall be filed or asserted against the Mortgaged Property by reason of work, labor, services or materials supplied or claimed to have been supplied the Mortgagor shall, subject to the provisions of this transaction or any document paragraph relating to which permitted contests, within thirty (30) days after the Board Mortgagor receives notice of the filing thereof or the Company is a party creating assertion thereof, cause the same to be discharged of record, or transferring an interest effectively prevent the enforcement or an estate in foreclosure thereof against the Project; under or Mortgagor by virtue contest, payment, deposit, bond, order of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school court or otherwise. The Company also agrees Mortgagor shall not be required to pay any special assessments for public improvements tax, charge, assessment or benefits for which imposition referred to in this paragraph 15 so long as the Company would have otherwise have been liable had it in fact been Mortgagor shall contest or there shall be contested on the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and Mortgagor's behalf or in the name and behalf of the Board, in good faith contest any such taxesand at the Mortgagor's own cost and expenses, assessments and other charges andthe amount or validity thereof, in the event of any such contestan appropriate manner or by appropriate proceedings, may permit the taxeswhich, assessments and other charges so contested to remain unpaid shall operate during the period pendency thereof to prevent the collection of such contest and any appeal therefrom unless or other realization upon the Board or the Trustee shall notify the Company that by nonpayment of any such items the tax, assessment, levy, fee, rent, charge, lien or security interests afforded by this Agreement encumbrance so contested, and the sale, forfeiture, or the Indenture as to any part loss of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project Mortgaged Property or any part thereof will or interest therein, to satisfy the same; provided, that no such contest shall subject the Mortgagee to the risk of any liability. Each such contest shall be promptly prosecuted to final conclusion (subject to loss the right of the Mortgagor to settle any such contest), and in any event the Mortgagor will save the Mortgagee harmless against all losses, judgments, decrees and costs (including attorneys' fees and expenses in connection therewith) and will, promptly after the final determination of such contest or forfeituresettlement thereof, in pay and discharge the amounts which event such taxes, assessments or charges shall be paid promptlylevied, assessed or imposed or determined to be payable therein, together with all penalties, fines, interest, costs and expenses thereon or in connection therewith. The Board Mortgagor shall cooperate fully with give the Company in Mortgagee prompt written notice of any such contest. If the Company Mortgagee shall fail to pay notify the Mortgagor that, in Mortgagee's determination (which may be based upon advice of counsel), by nonpayment of any of the foregoing items, the Mortgaged Property, or any substantial part thereof, will be materially endangered, subject to imminent loss or forfeiture or the obligation of the Mortgagor under this Mortgage or the Agreement shall be materially impaired, then the Mortgagor shall promptly pay all such unpaid items and cause them to be satisfied and discharged. The Mortgagor shall furnish the Mortgagee, upon request, with proof of payment of any taxes, governmental charges, insurance premiums or other charges required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be Mortgagor under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to paythis Mortgage.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly Lessee will pay, as and when the same shall respectively become due due, (i) all ad valorem taxation by the State or by any political subdivision thereof or special district therein and payableall other taxes, each assessments and every lawful costgovernmental charges of any kind whatsoever, expense and obligation of every kind and nature, foreseen (other than the Lessor's income taxes) that may at any time be lawfully assessed or unforeseen, for the payment of which the Board levied against or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesinstalled or brought by the Lessee on the Leased Premises (including, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Lessee from the Project or under this Agreement; (c) and any other taxes levied upon or with respect to the possessionProject which, if not paid, will become a lien on the Project prior to or on a parity with the lien of the Loan Agreement and including any ad valorem taxes assessed upon the Project), (ii) all utility and other charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project or Project, and (iii) all assessments and charges lawfully made by any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is governmental body for public improvements that may be secured by a party creating or transferring an interest or an estate in lien on the Project; under or by virtue of any present or future lawprovided, statute, ordinance, regulation that with respect to special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Lessee shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardLessor, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless by such action the Board or title of the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as Lessor to any part of the Project or the rents, payments and revenues derived from the Project will shall be materially endangered or the Project or any part thereof will be shall become subject to loss or forfeiture, or unless the Trustee objects to the withholding of payment, in which event such taxes, assessments or charges shall be paid promptlyforthwith by the Lessee. The Board shall Lessor will cooperate fully with the Company Lessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees will pay, or cause to pay promptly be paid, as and when the same shall respectively become due due, (i) all ad valorem taxation by the State by any political subdivision thereof or special district therein and payable, each all other taxes and every lawful cost, expense and obligation governmental charges of every any kind and nature, foreseen whatsoever that may at any time be lawfully assessed or unforeseen, for the payment of which the Board levied against or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or the Project Site or any portion thereof, personal property installed or brought by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of on the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxesSite (including, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon taxes levied on or with respect to the income or profits of the Board Company from the Project or under this Agreement; (c) the Project Site and any other taxes levied upon or with respect to the possessionProject or the Project Site which, if not paid, will become a lien on the Project or the Project Site prior to or on a parity with the lien of the Indenture or the Mortgage), (ii) all utility and other charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project or any portion thereof; or the Project Site and (diii) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or all assessments and charges lawfully made by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments body for public improvements that may be secured by a lien on the Project or benefits for which the Project Site; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to shall be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees obligated to pay or cause only such installments as are required to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsterm of this Agreement. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless by such action the Board or Project, shall in the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will Trustee's sole determination be materially endangered or the Project or any part thereof will be shall become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith by the Company. The Board shall Issuer will cooperate fully with the Company in any such to protect the Company's right so to contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Issuer and the Lessee further acknowledge that under present law no part of the Project owned by the Issuer will be subject to pay promptly ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either federal or Georgia taxation and these factors have induced the Lessee to enter into this Lease. However, under current law and pursuant to the uniform assessment methodologies applied by the F▇▇▇▇▇ County Board of Assessors, the Lessee shall pay, as and when the same shall become lawfully due and payable, each (i) all taxes and every lawful costgovernmental charges of any kind whatsoever upon or with respect to the interest held by the Lessee under this Lease, expense (ii) all taxes and obligation governmental charges of every any kind and nature, foreseen whatsoever upon or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereofmachinery, equipment or related property installed or brought by reason of any right the Lessee therein or interest of thereon (including, without limiting the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a charge on the rents, revenues and receipts from the Project prior to or under this Agreement; on a parity with the pledge or assignment thereof created and made in the Indenture), (ciii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. It is the understanding and intent of the parties that the Issuer’s acquisition of title to the Project, including but not limited to the leased equipment comprising a portion of the Project, shall be solely for the purpose of leasing the same to the Lessee pursuant to the terms hereof. Without limiting the generality of the preceding paragraph concerning payment by the Lessee of all taxes and governmental charges of any kind whatsoever upon or with respect to the possessionProject, operationit is specifically agreed that the Lessee shall pay, managementas the same become lawfully due and payable, maintenance, alterations, repair, rebuilding, use either in its own name and behalf or occupancy in the name and behalf of the Project Issuer as appropriate, any sales or any portion thereof; or (d) use taxes due upon this transaction or any document payments of rent pursuant to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwiseSection 5.3 hereof attributable to leased equipment. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlytherefrom. The Board Issuer shall cooperate fully with the Company Lessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall pay, or cause to pay promptly as and when be paid before the same shall become due and payabledelinquent, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesassessments, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, whether general or special, foreseen and governmental charges of any kind whatsoever that may at any time be lawfully assessed or unforeseenlevied against or with respect to the Project Facilities, whether similar including any equipment or dissimilar to any related property installed or brought by the Company therein or thereon (including, without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the revenues or income or profits of the Board from the Project or under this Agreement; (c) upon or Issuer with respect to the possessionsale of the Project Facilities), and all utility and other charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project Facilities. With respect to special assessments or any portion thereof; or (d) upon this transaction or any document to which the Board or other governmental charges that lawfully may be paid in installments over a period of years, the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsterm hereof. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Boardexpense, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board therefrom. The Company agrees that it will not use, as a basis for contesting or the Trustee shall notify the Company that by nonpayment of adjudicating any such items the lien taxes or security interests afforded by this Agreement or the Indenture as to any part of assessments upon the Project or Facilities, the rents, payments fact that the Issuer has an ownership interest therein. The Company also agrees to comply at its own cost and revenues derived expense with all notices received from public authorities from and after the date hereof. The Company and the Issuer acknowledge that during the period in which title to the Project is held by the Issuer the Project will be materially endangered or the Project or any part thereof will exempt from certain real property taxes which would otherwise be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required payable by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making Issuer in respect of the advancement, which amounts, together with interest thereon Project Facilities. The Company and the Issuer agree that during such period the Company shall make payments in lieu of taxes to the Issuer at the then current school rate plus .05 cents per $100 per annum on the value of interest borne by the Bonds from Project Facilities as improved (provided that in no event shall the date thereof, assessed value of the Company agrees to payProject Facilities for purposes of determining the amount of such payments exceed $3,500,000).

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall pay, or cause to pay promptly as and when be paid before the same shall become due and payabledelinquent, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesassessments, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, whether general or special, foreseen or unforeseen, whether similar or dissimilar to and governmental charges of any of the foregoing, and all applicable interest and penalties thereon, if any, which kind whatsoever that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon levied against or with respect to the income Project, including any equipment or profits of related property installed or brought by the Board from Company therein or thereon and all utility and other charges incurred in the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner and upkeep of the Project. The With respect to special assessments or other governmental charges that lawfully may be paid in installments over a period of years, the Company shall, at its sole cost and expense, procure or cause to shall be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees obligated to pay or cause only such installments as are required to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsterm hereof. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Boardexpense, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless the Board Issuer or the Trustee shall notify the Company that that, in the opinion of counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or of the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project Project, or any part thereof thereof, will be subject to material loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlypromptly by the Company. The Board shall cooperate fully Company also agrees to comply at its own cost and expense with all notices received from public authorities from and after the Company in any such contestdate hereof. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinit, the Board Issuer or the Trustee may (but shall be under no obligation to) pay the same, same and any amounts so advanced therefor by the Board Issuer or the Trustee shall become an additional obligation of the Company to the one Issuer or the Trustee, as the case may be, making the advancement, which amounts, together with interest thereon from the date thereof at a variable rate equal to the rate of interest borne announced by the Bonds Trustee from time to time to be the date thereofprime rate designated by PNC Bank, Ohio, National Association, Cincinnati, Ohio plus one percent (1%) per annum, the Company hereby agrees and covenants to pay; provided however, such rate of interest shall not exceed the maximum rate permitted under State law. Such interest shall be considered to be additional indebtedness secured hereby.

Taxes, Other Governmental Charges and Utility Charges. The County and the Company acknowledge that under present law no part of the fee simple title in and to the Project owned by the County is subject to ad valorem taxation by the State or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the County from the Project are not subject to either Federal or State taxation. The Company agrees to pay promptly shall pay, as and when the same shall become lawfully due and payable, each (i) all taxes and every lawful cost, expense and obligation governmental charges of every any kind and nature, foreseen whatsoever upon or unforeseen, for with respect to the payment of which the Board or interest held by the Company is hereunder, (ii) all taxes and governmental charges of any kind whatsoever upon or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereofmachinery, equipment or related property installed or brought by reason of any right or interest of the Board or the Company in therein or under this Agreementthereon (including, or by reason of or in any manner connected with or arising out of without limiting the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board County from the Project which, if not paid, will become a lien on the Project prior to or under this Agreement; on a parity with the security interest created hereunder or the lien created by the Indenture or a charge on the purchase price payments, other payments and revenues from the Project prior to or on a parity with the security interest therein and the pledge or assignment thereof created and made in the Indenture), (ciii) upon or all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project, and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, that with respect to the possessionspecial assessments or other governmental charges that may lawfully be paid in installments over a period of years, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsterm of this Agreement. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the BoardCounty, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board County or the Trustee shall notify the Company that that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.or

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Borrower shall pay or cause to pay promptly be paid, as and when the same shall respectively become due and payabledue, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesassessments, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, whether general or special, foreseen and governmental charges of any kind whatsoever that may at any time be lawfully assessed or unforeseenlevied against or with respect to the Project, whether similar or dissimilar to any other property installed or brought by the Borrower or the Lessee therein or thereon (including, without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the receipts, income or profits of the Board from which, if not paid, may become or be made a lien on the Project or under this Agreement; (c) upon or with respect to a charge on the possessionrevenues and receipts therefrom), and all utility and other charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner and upkeep of the Project. The Company shallNotwithstanding the foregoing, at its sole cost and expenseeither the Borrower or the Lessee shall have the right, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, but at its own cost and expense and in its own name and behalf after prior written notice to the Director, to contest the validity or in the name and behalf amount of the Board, in good faith contest any such taxestax, assessments assessment or governmental charge by appropriate proceedings timely instituted, unless the Director shall notify the Borrower and other charges andthe Lessee in writing that, in the event reasonable opinion of any such contestlegal counsel to the Director, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or and security interests afforded by this Agreement or interest granted under the Indenture as Mortgage to any part of the Project or the rents, payments and revenues derived from the Project Director will be materially endangered and adversely affected or the Project or any material part thereof will be subject to loss or forfeiture, in which event the Borrower or the Lessee shall promptly cause such taxes, assessments lien to be discharged as aforesaid or charges shall be paid promptlygive the Director adequate protection in regard to such risks. The Board Director shall cooperate fully with have the Company in any such contest. If commercially reasonable discretion to determine the Company shall fail to pay any adequacy of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payprotection proffered.

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Borrower shall pay promptly as and when the same before any interest, collection fees or penalties shall become due and payabledue, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company Borrower in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction , including, without limitation, all taxes, assessments, whether general or special, and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any document machinery, equipment or other property installed or brought by the Borrower therein or thereon (including, without limiting the generality of the foregoing, any taxes levied upon or with respect to which the Board receipts, income or profits of the Company is a party creating or transferring an interest or an estate Issuer from the Project and all utility and other charges incurred in the Project; under or by virtue of any present or future lawoperation, statutemaintenance, ordinanceuse, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner occupancy and upkeep of the Project); provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay only such installments as they become due. The Company shall, at its sole cost and expense, procure Notwithstanding the foregoing or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management contrary provision in any of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gasLoan Documents, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Borrower may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments and other charges andby appropriate proceedings provided adequate financial reserves have been established on its books and records in accordance with generally accepted accounting principles, in and during such contest Borrower's failure to pay such obligations shall not constitute a default of Borrower. The Borrower shall furnish to the event Issuer promptly, upon request, proof of the payment of any such contesttax, may permit the taxesassessment or other governmental or similar charge, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in other charge which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid is payable by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payBorrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees shall pay, or cause to pay promptly be paid, as and when the same shall respectively become due and payabledue, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxesassessments, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, whether general or special, foreseen and governmental charges of any kind whatsoever that may at any time be lawfully assessed or unforeseenlevied against or with respect to the Project Facilities, whether similar including any equipment or dissimilar to any related property installed or brought by the Company therein or thereon (including, without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the revenues or income or profits of the Board Issuer from the Project), and all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project or under this Agreement; (c) upon or Facilities; provided, that with respect to special assessments or other governmental charges that lawfully may be paid in installments over a period of years, the possessionCompany shall be obligated to pay only such installments as are required to be paid during the term hereof. If the Project Facilities are not taxed because of any interest the Issuer may have in respect thereof, operationthe Company shall pay to the political subdivisions in which the Project Facilities are located an amount equal to the taxes that would be otherwise due and payable, management, maintenance, alterations, repair, rebuilding, use except to the extent all or occupancy a portion of the Project Facilities are benefited by any real estate tax abatement ordinance or any portion thereof; or (d) upon this transaction or any document program. Such amounts in lieu of taxes shall be payable by the Company directly to the political subdivisions in which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsFacilities are located. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Boardexpense, in good faith contest any such taxes, assessments and other charges and, in the event of any such contestcontest (and the Issuer will cooperate in such contest [but at no expense to the Issuer] if legally required or reasonably helpful to do so), may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless the Board Issuer or the Trustee shall notify the Company that that, in the opinion of counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or of the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project Facilities or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board Company shall not use, as a basis for contesting any tax, assessment or charge, the fact that legal title to the Project Facilities is held by a body of governmental or quasi-governmental status. The Issuer will cooperate fully with the Company in any such contest. If The Company also agrees to comply at its own cost and expense with all notices received from public authorities from and after the date hereof. Except in the case where the Company shall be contesting its obligation to pay any of the 12 18 foregoing items pursuant to the terms of this Section, in the event that the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinCompany, the Board Issuer or the Trustee may (but shall be under no obligation to), after ten (10) days prior written notice to the Company of its intent to do so, pay the same, same and any amounts so advanced therefor by the Board Issuer or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds 15% per annum from the date thereof, the Company agrees and covenants to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay Lessee will promptly pay, as and when the same shall become due due, all utility charges and payableall taxes, each assessments, and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which whatsoever that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) levied upon or with respect to the income Project or profits the Specified Payment Sources (defined in the Bond) including all ad valorem taxes lawfully assessed upon the Project, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Board from Project, and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by or result in a lien on the Project or under this Agreement; (c) upon or Project; provided, that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Lessee shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsTerm. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Lessee may in good faith contest any such taxes, assessments and other charges andcharges, at the Lessee's expense and in the Lessee's name or, if required by law, in the name of the Issuer. In the event of any such contest, the Lessee may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless therefrom, provided that the Board or Lessee furnishes the Issuer and the Trustee shall notify with an opinion of Independent Counsel, to the Company effect that by nonpayment of any such items the lien or security interests afforded by this Agreement pursuant to the terms of the Lease Assignment or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will not be materially endangered or the Project or nor will any part thereof will of the Project be subject to loss or forfeiture, in which event . Otherwise such taxes, assessments or charges shall be paid promptlyforthwith. The Board shall Issuer at the expense of the Lessee will cooperate fully with the Company Lessee in any such contest. If Notwithstanding the Company foregoing, however, the Lessee shall fail pay all taxes, assessments and other charges which may be subject to pay any of contest or any appeal therefrom on or before the foregoing items date when payment is required by this Section law, so that, if required by law, payment shall be made prior to be paid the commencement, during, or prior to or upon the conclusion of any contest or appeal. The Lessee may at its own expense and in its own name and behalf apply for any tax exemption allowed by the Company and shall not cure State of Alabama or any failure within political or taxing subdivision thereof under any applicable curative provisions provided herein, the Board existing or the Trustee future provision of law which grants or may (but shall be under no obligation to) pay the same, and grant any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to paysuch tax exemption.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company Issuer and the Lessee acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee and the ▇▇▇▇▇▇ County Board of Tax Assessors (the "Property Tax Memorandum"). Pursuant to the Property Tax Memorandum, the Issuer agrees that the Lessee will not be required to pay promptly make any payments in lieu of taxes or other similar payments, provided that the Lessee will pay, as and when the same shall respectively become lawfully due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for (i) all ad valorem taxes assessed with respect to the payment of which the Board or the Company is or shall become liable by reason of its estate or Lessee's leasehold interest in the Project or any portion thereof, by reason during the Lease Term; (ii) all taxes and governmental charges of any right kind whatsoever upon or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of respect to the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxesmachinery, personal equipment or other property taxesinstalled or brought by the Lessee therein or thereon (including, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the lien or charge of the Indenture; (ciii) upon or all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on the Project; provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the possessionLessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. (b) It is the understanding and intent of the parties that the Issuer's acquisition of title to the Project, operationincluding but not limited to the Equipment, managementshall be solely for the purpose of leasing the same to the Lessee pursuant to the terms hereof. It is further the understanding and intent of the parties that, maintenancefor purposes of the sales and use taxes imposed by Article 8 of Title 48 of the Official Code of Georgia Annotated, alterations, repair, rebuilding, use or occupancy the conveyance to the Issuer of title to the Project or any portion thereof; orthereof by the Lessee as contemplated herein shall not be a taxable transaction for sales and use tax purposes in accordance with the holding of Footpress Corporation ▇. ▇▇▇▇▇▇▇▇▇▇, 242 Ga. 686, 251 S.E.2d 278 (1978). (dc) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlytherefrom. The Board shall Issuer will cooperate fully with the Company Lessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to pay promptly IDB and the Lessee acknowledge that (i) under the law in existence as and when of the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereofIssue Date, by reason of any right or interest the entry by the IDB and Lessee's assignor into the Original Leases prior to May 21, 1992 (the effective date of the Board or the Company in or under this AgreementAct No. 92-599, or Legislature of Alabama), and by reason of or the renewal provisions contained in any manner connected with or arising out the Original Leases, no part of the possessionProject owned by the IDB will be subject, operationthroughout the Lease Term, maintenanceto ad valorem taxation by the State or by any political or taxing subdivision thereof; (ii) under the law in existence as of the Issue Date, alterationthe income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) these factors, repairamong others, rebuilding induced the Lessee to enter into this Lease Agreement. In the event such exemptions are terminated or use of deemed inapplicable to the Project or any part thereof, the Lessee may at its option terminate this Lease Agreement and may purchase the Project in accordance with the terms hereof. The Company also agrees to pay However, the Lessee will pay, as the same respectively become due, all taxes and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every any kind and naturewhatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, ordinary and extraordinaryequipment or other property installed or brought by the Lessee onto the Realty (including, general or special, foreseen or unforeseen, whether similar or dissimilar to any without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at (i) any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon taxes levied on or with respect to the income or profits of the Board IDB from the Project which, if not paid, will become a lien on the Project or under this Agreement;a charge on the revenues and receipts from the Project prior to or on a parity with the lien of any of the Mortgages thereon and (ii) any ad valorem taxes levied or assessed upon Lessee's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term. (b) The Lessee agrees to pay all gas, electric, light and power, water, sewer and all other charges for the operation, maintenance, use and upkeep of the Project. (c) upon or with respect The Lessee may, subject to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy provisions of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company mayMortgages, at its own expense and in its own name and behalf or in the name and behalf of the BoardIDB, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless by such action the Board or title of the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as IDB to any part of the Project or the rents, payments and revenues derived from the Project will shall be materially endangered or the Project or any part part-thereof will be shall become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith by the Lessee. The Board shall IDB will cooperate fully with the Company Lessee in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly Lessee will pay, as and when the same shall respectively become due due, (i) all taxes and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind including all penalties, interests and statutory assessments whatsoever that may lawfully be assessed or interest of levied against or with respect to the Board or Project, including, without limiting the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) taxes levied upon or with respect toto any part of the receipts, income or shall be or become liens upon, profits of the Issuer from the Project or and any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) other taxes levied upon or with respect to the income Project which, if not paid, would become a lien on the Project prior to or profits on a parity with the lien of the Board from Mortgage or a charge on the Project revenues and receipts therefrom prior to or under this Agreement;on a parity with the charge thereon and pledge and assignment thereof to be created and made in the Indenture and the Mortgage; and (cii) upon all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Lessee shall be obligated to pay only such installments as are required to be paid during any period which the Lease shall be in effect; Provided, that the Lessee shall be entitled to apply for tax abatements as permitted under Alabama law with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shallIssuer will promptly forward to the Lessee any bills, at its sole cost and expensestatements, procure assessments, notices or cause other instruments asserting or otherwise relating to be procured any and all necessary building permitssuch taxes, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Projectassessments or charges. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless by such action the Board title of the Issuer or the Trustee shall notify lien of the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement Indenture or the Indenture as Mortgage to any part portion of the Project or the rents, payments and revenues derived from the Project will shall be materially endangered or impaired or the Project or any part thereof will be shall become subject to material loss or forfeiture, in which event such taxes, assessments or charges shall (unless they are bonded or are superseded in a manner satisfactory to the Trustee) be paid promptlyprior to their becoming delinquent. The Board shall Issuer will cooperate fully with the Company Lessee in any such contest. If The Lessee will also pay, as the Company shall fail to pay any same respectively become due, all utility and other similar charges incurred in the operation, maintenance, use and upkeep of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payProject.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Mortgagor shall pay or cause to pay promptly be paid, as and when the same shall become due and payabledue, each and every lawful costall fees, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every any kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which whatsoever that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or levied against the Mortgagor with respect to, or shall be or become liens upon, to the Project Mortgaged Property or any portion thereof or any interest with respect to the original issuance of the Board or Bonds, including without limiting the Company therein or under this Agreement; (b) generality of the foregoing, any taxes levied against the Mortgagor upon or with respect to the income or profits of the Board Mortgagor from the Project Project, and including all ad valorem taxes lawfully assessed upon the Mortgaged Property, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Mortgaged Property, all assessments and charges lawfully made by any governmental body against the Mortgagor for or under on account of the Mortgaged Property; provided, however, that nothing in this Agreement; (c) upon or Section 15 shall require the payment thereof, so long as the validity thereof shall be contested in good faith by the Mortgagor by appropriate legal proceedings in accordance with the terms set forth below; and further provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the possessionMortgagor shall be obligated to pay only such installments as are required to be paid during the term hereof. The Mortgagor represents and warrants that, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy as of the Project date of execution of this Mortgage, there exists no lien, charge or encumbrance other than the Permitted Encumbrances, upon the Mortgaged Property, prior to the security interest of the Mortgagee. Except as otherwise permitted by the provisions of this Mortgage, the Mortgagor will not create or suffer to be created any portion thereof; or lien, encumbrance or charge upon the Mortgaged Property, other than the Permitted Encumbrances, and subject to the provisions of this section relating to permitted contests, the Mortgagor will satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, within sixty (d60) days after the Mortgagor is notified or becomes aware of the same, all lawful claims and demands for labor, materials, supplies or other items which, if not satisfied, might by law become a lien upon the Mortgaged Property. If any such lien shall be filed or asserted against the Mortgaged Property by reason of work, labor, services or materials supplied or claimed to have been supplied the Mortgagor shall, subject to the provisions of this transaction or any document section relating to which permitted contests, within thirty (30) days after the Board Mortgagor receives notice of the filing thereof or the Company is a party creating assertion thereof, cause the same to be discharged of record, or transferring an interest effectively prevent the enforcement or an estate in foreclosure thereof against the Project; under or Mortgagor by virtue contest, payment, deposit, bond, order of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school court or otherwise. The Company also agrees Mortgagor shall not be required to pay any special assessments for public improvements tax, charge, assessment or benefits for which imposition referred to in this section so long as the Company would have otherwise have been liable had it Mortgagor shall contest or there shall be contested on the Mortgagor's behalf , in fact been good faith and at the owner of the Project. The Company shall, at its sole Mortgagor's own cost and expense, procure the amount or cause validity thereof, in an appropriate manner or by appropriate proceedings which shall operate during the pendency thereof to be procured any prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested, and all necessary building permitsthe sale, other permitsforfeiture, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management or loss of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project Mortgaged Property or any part thereof will or interest therein, to satisfy the same; provided, that no such contest shall subject the Mortgagee to the risk of any liability. Each such contest shall be promptly prosecuted to final conclusion (subject to loss the right of the Mortgagor to settle any such contest), and in any event the Mortgagor will save the Mortgagee harmless against all losses, judgments, decrees and costs (including attorneys' fees and expenses in connection therewith) and will, promptly after the final determination of such contest or forfeituresettlement thereof, in pay and discharge the amounts which event such taxes, assessments or charges shall be paid promptlylevied, assessed or imposed or determined to be payable therein, together with all penalties, fines, interest, costs and expenses thereon or in connection therewith. The Board Mortgagor shall cooperate fully with give the Company in Mortgagee prompt written notice of any such contest. If the Company Mortgagee shall fail to pay notify the Mortgagor that, in Mortgagee's determination (which may be based upon advice of counsel), by nonpayment of any of the foregoing items, the Mortgaged Property, or any substantial part thereof, will be materially endangered, subjected to imminent loss or forfeiture or the obligations of the Mortgagor under this Mortgage or the Agreement shall be materially impaired, then the Mortgagor shall promptly pay all such unpaid items or otherwise cause them to be satisfied and discharged and not be liens or encumbrances upon the Mortgaged Property. The Mortgagor shall furnish the Mortgagee, upon request, with proof of payment of any taxes, governmental charges, insurance premiums or other charges required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be Mortgagor under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to paythis Mortgage.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees Borrower will pay or cause the Lessee to pay promptly pay, as and when the same shall become due due, (i) all taxes and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever or interest payments in lieu of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which taxes that may at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon levied against or with respect to the income Series 2013 Facilities or profits of any interest therein, or any machinery, equipment, or other property installed or brought by the Board from Borrower or the Project Lessee therein or thereon which, if not paid, will become a Lien on the Series 2013 Facilities or a charge on the Pledged Revenues prior to or on a parity with the charge thereon under this Agreement; , (b) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Series 2013 Facilities and (c) upon or all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a Lien on the Series 2013 Facilities provided that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to Borrower shall be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees obligated to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with only such installments as may have become due during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. term of this Agreement. (b) The Company Borrower may, at its own expense expense, but only if no Event of Default hereunder has occurred and in its own name is continuing, diligently prosecute and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless if, in the Board or Opinion of Counsel, the Trustee Series 2013 Facilities shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will not be subject to loss or forfeiture. In the event that the Borrower is not able to obtain such Opinion of Counsel, in which event such taxes, assessments or charges shall be paid promptlypromptly or secured by posting a bond equal to one and one half times the amount at issue with the Trustee in form satisfactory to the Trustee. The Board Authority at the expense of the Borrower shall cooperate fully with the Company Borrower in any such contest. If In the Company event that the Borrower shall fail to pay or cause to be paid any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinBorrower, the Board Authority or the Trustee may (but shall be under no obligation to) pay the same, same and any amounts so advanced therefor by the Board Authority or the Trustee shall become an additional obligation of the Company Borrower payable to the one making the advancementadvance, which amounts, amount the Borrower agrees to pay or cause to be paid on demand together with interest thereon at a rate which shall be 3% per annum above the highest rate of interest borne by the Bonds or the maximum rate permitted by law if less than such rate. The Borrower will do, or cause to be done, all things required by the appropriate government authority to obtain and maintain exemption from the date thereof, the Company agrees to paypayment of real property taxes.

Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, the City shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against the City with respect to the Property, the Rental Payments or any part thereof, which become due during the Term of this Lease. The Company agrees City shall also pay when due, all gas, water, steam, electricity, heat, power, telephone, and other charges lawfully assessed or levied against the City incurred in the operation, maintenance, use, occupancy, and upkeep of the Property, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Property; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay promptly only such installments as are required to be paid during the Term of this Lease as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereofdue. The Company also agrees City shall not be required to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, countyor local income, cityinheritance, municipalestate, school succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or otherwiseother similar tax payable by ▇▇▇▇▇▇, its successors or assigns. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company City may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments assessments, utility, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee Lessor shall notify the Company that City that, in the opinion of Independent Counsel, by nonpayment non-payment of any such items the lien or security interests afforded by this Agreement or interest of Lessor in the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project Property will be materially endangered or the Project Property or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments assessments, utility or other charges shall be paid promptly. The Board shall cooperate fully or provide Lessor with the Company full security against any loss which may result from non-payment, in any such contest. If the Company shall fail a form satisfactory to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payLessor.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees (a) Subject to pay promptly as and when the same shall become due and payableSection 5.05(b), each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to will pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or Agreement, as the same respectively become due due, all taxes and payable by the Board or the Company and which shall governmental charges of any kind whatsoever that may at any time be lawfully levied, assessed or imposed (a) upon levied against or with respect to, or shall be or become liens upon, to the Project Facilities or any portion thereof machinery, equipment or any interest of the Board or other property installed, brought by the Company therein or under this Agreement; thereon or with respect to the issuing of 1999 Series A Bonds (b) including, without limiting the generality of the foregoing, any taxes levied upon or with respect to the income or profits rentals of the Board from the Project or Issuer derived under this Agreement; (c, or any transaction privilege taxes or rental taxes payable as a result of any rental payments hereunder and similar charges, pursuant to this Agreement) upon or and all assessments and charges lawfully made by any governmental body for public improvements; provided that with respect to the possessionspecial assessments or other governmental charges that may lawfully be paid in installments over a period of years, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gasduring the term of this Agreement. Upon receipt of notice thereof by the Issuer, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board Issuer will cooperate with promptly provide notice to the Company as to the levy or assessment of any such taxes or governmental charges, but the failure of the Issuer to provide such notice will not affect the responsibilities of the Company as set forth in securing this subsection (a) once such permits, licenses and authorizations. notice is provided to the Company. (b) The Company may, at its own expense and in its own name and behalf or in the name and on behalf of the BoardIssuer, but only after written notice to the Issuer, in good faith contest any assessed valuation or the amount or the legality of such taxes, assessments and other charges charges, and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board enforcement of any such contested items is so stayed and such stay thereafter expires or the Trustee shall notify the Company that unless by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to contested items, any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof Facilities will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlypromptly or secured by posting a bond, in form satisfactory to the Issuer, with the Issuer. The Board shall Issuer will cooperate fully with the Company in any such contestcontest at the Company=s expense. If The Issuer shall cooperate with the Company, at the Company=s expense, in connection with any administrative or judicial proceedings for determining the validity or amount of any such taxes, assessments or other charges or any payments in lieu of taxes and appoints the Company to take any action which the Issuer may lawfully take in respect of such payments and all matters relating thereto, and the Company shall fail to bear and pay any all reasonable costs and expenses of the foregoing items required Issuer thereby incurred at the request of the Company or by this Section to be paid reason of any such action taken by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation on behalf of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payIssuer.

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Trustor shall pay, prior to pay promptly delinquency, all real property taxes and assessments, general and special, and all other charges of any kind, including without limitation non-governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and when restrictions affecting the same shall Security, which are assessed or imposed upon the Security or upon Trustor as owner or operator of the Security, or become due and payable, each and every lawful costwhich create or may create a lien upon the Security, expense or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all the above collectively hereinafter referred to as “Impositions”); provided, however, that if, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments, Trustor may pay the same in installments (together with any interest charged) as the same become due and obligation before any fine, penalty or cost may be added thereto for the nonpayment of every kind any such installment. Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and natureby appropriate proceedings, foreseen or unforeseenthe validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of which all contested liabilities and so long as the Board or the Company is or shall become liable by reason security and value of its estate or Beneficiary’s interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, Deed of Trust are not impaired as a result of such contest. If at any time after the date hereof there shall be assessed or by reason imposed (1) a tax or assessment on the Security in lieu of or in any manner connected with addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or arising out (2) a license fee, tax or assessment imposed on Beneficiary and measured by or based in whole or in part upon the amount of the possessionoutstanding Obligations secured hereby, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge then all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges fees shall be paid promptlydeemed to be included within the term “Impositions” as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. The Board If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall cooperate fully with have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Company in Obligations secured hereby. Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such contestImposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other proof satisfactory to Beneficiary, evidencing the payment thereof. If Trustor shall not suffer, permit or initiate the Company joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinTrustor, the Board or the Trustee Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and any amounts the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amountsBeneficiary, together with interest thereon at the rate of interest borne by the Bonds from the date thereofof such advance at the greater of twelve percent (12%) per annum or the maximum rate permitted by law (hereinafter the “Agreed Rate”), shall become an additional Obligation of Trustor to the Company Beneficiary and shall be secured hereby, and Trustor agrees to paypay all such amounts.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly will pay, as and when the same shall respectively become due due, (i) all taxes and payable, each and every lawful cost, expense and obligation governmental charges of every any kind and nature, foreseen whatsoever that may lawfully be assessed or unforeseen, for the payment of which the Board levied against or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereofmachinery, equipment or other property installed or brought by reason of any right or interest of the Board or the Company in therein or under this Agreementthereon (including, or by reason of or in any manner connected with or arising out of without limiting the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to any part of the receipts, income or profits of the Board from the Project or under this Agreement; (c) and any other taxes levied upon or with respect to the possessionProject which, if not paid, would become a lien on the Project prior to or on a parity with the lien of the Indenture or the Mortgage or a charge on the revenues and receipts therefrom prior to or on a parity with the charge thereon and pledge and assignment thereof to be created and made in the Indenture), (ii) all utility and other similar charges incurred in the operation, management, maintenance, alterationsuse, repair, rebuilding, use or occupancy and upkeep of the Project or Project, and (iii) all assessments and charges lawfully made by any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is governmental body for public improvements that may be secured by a party creating or transferring an interest or an estate in lien on the Project; under or by virtue of any present or future law, statute, ordinance, regulation provided that with respect to special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The the Company also agrees shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless by such action the title of the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will shall be materially endangered or the Project or any part thereof will be shall become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyprior to their becoming delinquent. The Board shall will cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

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

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Company, at the expense of the Company, shall, throughout the Term, duly pay promptly and discharge, as and when the same shall become due and payable, each (i) all taxes and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board Holder in the Project, (ii) any sales or the Company therein or under this Agreement; (b) rent taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Deed, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, and income of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or same is one of the Unassigned Rights. Under current law, the Issuer is exempt from ad valorem property tax on its property. In 2006, 2007 and 2008, the Company shall pay payments in lieu of taxes on its leasehold interest which is a party creating or transferring an interest or an estate equal to the taxes which would be levied against the Project if the Company, rather than the Issuer, were the owner of the Project on January 1 of such year. For purposes of calculating the payments in lieu of taxes (i) the fair market value of the Project shall be determined using the valuation procedures ordinarily employed in the Project; under County for purposes of ad valorem property taxation, (ii) the fair market value shall be multiplied by the assessment percentage (40%), (iii) the resulting "assessed value" shall be multiplied by the respective millage rates of the state, county, city and local taxing authorities to determine the "gross normal tax" applicable to each such governmental entity and (iv) and the "gross normal tax" applicable to each such governmental entity shall be multiplied by the applicable payment percentage for the year for which such calculation is made to determine the payment in lieu of taxes payable in such year to each such governmental entity. In any year in which a payment in lieu of taxes is due hereunder, the Company shall, on or by virtue of any present or future lawbefore the date actual ad valorem taxes would normally be due, statutedeliver to the Issuer, ordinance, regulation or other requirement of any governmental authority, whether federal, checks payable to the respective tax collectors for such state, county, city, municipal, school or otherwiseand local taxing authorities for the amount payable in such year to each such governmental entity for which such tax collectors collect taxes. Receipt of such checks shall be noted by the Issuer on its records and the Issuer shall then forward the respective checks to the respective tax collectors that are the payees thereof. The Company also agrees to pay any special assessments Issuer shall have no economic interest in such payments of taxes, but shall serve a collector thereof for public improvements or benefits for which the benefit of such governmental entities. Should the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any make payments of the foregoing items taxes required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by times and in the Bonds from the date thereofmanner provided for in this Section, the Company agrees shall be obligated to paypay to the respective governmental entities, in addition to such payment of taxes, any additional penalties and interest that may be assessed against the Company.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees With the exception that the Lessee shall be entitled to ad valorem property tax abatements during the Lease Term as anticipated under Section 5.1 hereof with respect to the Project, the Lessee shall pay promptly to the extent no abatement applies under applicable Louisiana law or the provisions of this Lease (including Section 5.4 hereof), as and when the same shall respectively become due due, (i) all taxes and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind including all penalties, interest and statutory assessments whatsoever that may lawfully be assessed or interest of levied against or with respect to the Board or Project, including, without limiting the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, all inventory taxes, sales and all applicable interest use taxes and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) taxes levied upon or with respect toto any part of the receipts, income or shall be or become liens upon, profits of the Issuer from the Project or and any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) other taxes levied upon or with respect to the income or profits of the Board from Project which, if not paid, would become a lien on the Project or under this Agreement;a charge on the revenues and receipts therefrom prior to or on a parity with the charge thereon and pledge and assignment thereof to be created and made in the Indenture; and (cii) upon or all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Lessee shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or during any period which this Lease shall be in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationseffect. The Company Issuer shall promptly forward to the Lessee any bills, statements, assessments, notices or other instruments asserting or otherwise relating to any such taxes, assessments or charges. Lessee shall report all assets and inventory subject to such taxes and cooperate in any audit to determine taxes, as required by applicable law. The Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlytherefrom. The Board Issuer shall cooperate fully with the Company Lessee in any such contest. If The Lessee shall also pay, as the Company shall fail to pay any same respectively become due, all utility and other similar charges incurred in the operation, maintenance, use and upkeep of the foregoing items required by this Section to be paid by Project, including, without limitation, all charges for gas, water, sewer, electricity, light, heat, power, steam, air- conditioning, telephone or other communication service or other utility or service used, rendered or supplied to, upon or in connection with the Company Project Site or the buildings and improvements on or above or below the Project Site throughout the Lease Term and shall not cure indemnify Issuer and save it harmless against any failure within any applicable curative provisions provided herein, the Board liability or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to paydamages on such account.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to shall, throughout the Lease Tenn, duly pay promptly and discharge, as and when the same shall become due and payable: (i) all taxes, each special assessments for benefits and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project, (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Security Document and the Assignment, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer's right to which enforce the Board or same is one of the Company Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer's interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is a party creating or transferring mere usufruct and bailment for hire (which are not separately taxable estates) and not an interest or estate for years (which would be an estate in which the Project; leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this Lease is in effect, the Company shall pay no actual taxes on its leasehold or bailment for hire interest in the Project under or by virtue this Lease. However, in order to prevent the taxing authorities from being deprived of any present or future lawrevenues relating to the Project during the period title thereto is in the Issuer, statutethe Company shall, ordinancein consideration of the lease structure and other benefits, regulation or other requirement make payments in lieu of any governmental authority, whether federal, state, county, city, municipal, school or otherwisetaxes as provided in the PILOT Agreement. The Company also agrees shall exhibit to pay the Issuer and to the Holder, upon request, validated receipts showing the payment of any special assessments for public improvements payments of taxes, payments in lieu of taxes and other charges which may be or benefits for which the Company would have otherwise have been liable had it in fact been the owner of become a lien or encumbrance on the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for . (b) Upon notifying the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project Holder and the Board will cooperate with Issuer of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event the name of the Issuer unless (i) it is necessary to protect or asse1t the rights or interests of the Company; and (ii) the Company has received concurrence of such taxes, assessments or charges necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall be paid promptly. The Board shall cooperate fully with entitled to enforce the Company in any such contest. If provisions of this Section, and the Company shall fail Issuer's right to pay any enforce the same is one of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payUnassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to pay promptly as Issuer and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable acknowledge that (i) under the law in existence as of the Issue Date, (A) by reason of the entry by the Issuer and Kinark into the Original Lease prior to May 21, 1992, the Existing Facilities will not be subject, until September 2, 1999, to ad valorem taxation by the State or by any political or taxing subdivision thereof, and (B) by reason of the Inducement Agreement, the New Facilities are exempt, throughout the Maximum Exemption Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as is levied for educational purposes; (ii) under the law in existence as of the Issue Date, the income and profits (if any) of the Issuer from the Project are not subject to either federal or State taxation; and (iii) these factors, among others, induced the Company to enter into this Lease Agreement. In the event such exemptions are terminated or deemed inapplicable to the Project, the Company may at its estate option terminate this Lease Agreement upon payment in full of all Debt Service then due and compliance with the other provisions of Section 3.8 hereof, whereupon the Issuer shall convey the same to the Company. However, the Company will pay, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or interest in levied against or with respect to the Project or any portion thereofmachinery, equipment or other property installed or brought by reason of any right or interest of the Board or the Company in or under this Agreementonto the Leased Realty (including, or by reason of or in any manner connected with or arising out of without limiting the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at (i) any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon taxes levied on or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement;a charge on the revenues and receipts from the Project prior to or on a parity with the lien of the Mortgage thereon and (ii) any ad valorem taxes levied for educational purposes or assessed upon the Company's interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated to pay only such installments as are required to be paid during the Lease Term. (b) The Company agrees to pay all gas, electric, light and power, water, sewer and all other charges for the operation, maintenance, use and upkeep of the Project. (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company may, subject to the provisions of the Mortgage, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom therefrom, unless by such action the Board or title of the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as Issuer to any part of the Project or the rents, payments and revenues derived from the Project will shall be materially endangered or the Project or any part thereof will be shall become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith by the Company. The Board shall Issuer will cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as In the event that the Ground Lease Term extends beyond the date of termination of the Lease and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of event that the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project Property or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any interest governmental body which may be secured by a lien against the Property, the Authority shall pay an amount equal to the amount of the Board or the Company therein or under this Agreement; (b) upon or with all such taxes, assessments and governmental charges then due. With respect to the income or profits of the Board from the Project or under this Agreement; (c) upon or with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges which may be lawfully paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Authority shall be obligated to pay any special assessments such amounts only for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid during the Ground Lease Term. In the event that the Ground Lease Term extends beyond the date of termination of the Lease, the Authority shall also pay as the same respectively become due, all lawful charges for gas, water, sewersteam, electricity, light, heat, power, telephone telephone, utility and other utility charges incurred in the operation, maintenance, use, occupancy and service used, rendered or supplied to, upon or in connection with upkeep of the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsProperty. The Company Authority may, at its own the expense and in its own name and behalf or in the name and behalf of the BoardAuthority, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless therefrom. In the Board or event that the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company Authority shall fail to pay any of the foregoing items required by this Section 9.2 to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinAuthority, the Board or the Trustee County may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereofeighteen percent (18%) per annum, the Company Authority agrees to pay.. If during the Ground Lease Term, title to, or the temporary or permanent use of the Facility or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the Authority and the County shall cooperate in the collection and disposition of the proceeds of condemnation such that the net proceeds of such condemnation allocable to the Facility and to the Authority’s leasehold interest in the Property created hereunder shall be deposited and utilized by the Authority and the County in accordance with the provisions of the Lease and the Master Resolution and the net proceeds of such condemnation allocable solely to the County’s reversionary interest in the Property will be payable to the County. Except as otherwise provided in the Lease, if during the Ground Lease Term, the Facility or any material portion thereof, shall be destroyed (in whole or in part), or damaged by fire or other casualty, the Net Proceeds of any insurance policy shall be deposited and utilized by the Authority and the County in accordance with the provisions of the Lease and the Master Resolution. DISCLAIMER OF WARRANTIES; COMPLIANCE WITH LAWS AND RULES; OTHER COVENANTS

Taxes, Other Governmental Charges and Utility Charges. The Company agrees Issuer and the Lessee acknowledge that under present law no part of the fee simple title in and to pay promptly the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if any) of the Issuer from the Project are not subject to either Federal or Georgia taxation. The Lessee shall pay, as and when the same shall become lawfully due and payable, each (i) all taxes and every lawful costgovernmental charges of any kind whatsoever upon or with respect to the interest held by the Lessee under this Lease, expense (ii) all taxes and obligation governmental charges of every any kind and nature, foreseen whatsoever upon or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereofmachinery, equipment or related property installed or brought by reason of any right the Lessee therein or interest of thereon (including, without limiting the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the income or profits of the Board Issuer from the Project which, if not paid, will become a charge on the rents, revenues and receipts from the Project prior to or under this Agreement; on a parity with the lien thereon and the pledge or assignment thereof created and made in the Indenture), (ciii) upon or all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project, and (iv) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Lessee shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company Lessee may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board Issuer, the Credit Issuer or the Trustee shall notify the Company that Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or and/or security interests interest afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues or receipts derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board Issuer shall cooperate fully with the Company Lessee in any such contest. If the Company Lessee shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereinLessee, the Board Issuer or the Trustee may (but shall be under no obligation to) pay the same, same and any amounts so advanced therefor by the Board Issuer or the Trustee shall become an additional obligation of the Company Lessee to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds ten per centum (10%) per annum from the date thereof, the Company Lessee agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as City is tax-exempt and when does not expect that any taxes, special assessments or governmental charges will be levied against the same shall become due and payableLeased Property. However, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseenin the event that the Leased Property shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the payment City shall pay the amount of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate such taxes, personal property taxes, water charges, sewer charges, assessments and all governmental charges then due, as Additional Rentals. With respect to special assessments or other lawful governmental charges which may be lawfully paid in installments over a period of years, the City shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during the upcoming Fiscal Year. Except for Permitted Encumbrances, the City shall not allow any liens for taxes, impositions and assessments or governmental charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) upon or exist with respect to the income Leased Property (including, without limitation, any taxes levied upon the Leased Property which, if not paid, will become a charge on the rentals and receipts from the Leased Property, or profits any interest therein, including the interests of the Board from Trustee), or the Project rentals and revenues derived therefrom or under this Agreement; (c) upon or with respect to hereunder. The City shall also pay as Additional Rentals, as the possessionsame respectively become due, all utility and other charges and fees and other expenses incurred in the operation, management, maintenance, alterations, repair, rebuilding, use or occupancy maintenance and upkeep of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwiseLeased Property. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company City may, at its own expense and in its own name and behalf or in the name and behalf of the Boardexpense, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that City that, in the opinion of Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part value of the Project or the rents, payments and revenues derived from the Project Leased Property will be materially endangered or the Project or any part thereof Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability, in which event such taxes, assessments assessments, utility or other charges shall be paid promptly. The Board forthwith (provided, however, that such payment shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any not constitute a waiver of the foregoing items required by this Section right to be paid by the Company and shall not cure any failure within any applicable curative provisions provided hereincontinue to contest such taxes, the Board assessments, utility or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payother charges).

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to Borrower shall pay promptly as and when the same before any interest, collection fees or penalties shall become due and payableaccrue, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company Borrower is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company Borrower in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part portion thereof. The Company also agrees to pay and discharge , including, without limitation, all lawful real estate taxes, personal property taxesassessments, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, whether general or special, foreseen and governmental charges of any kind whatsoever that may at any time be lawfully assessed or unforeseen, whether similar levied against or dissimilar with respect to any machinery, equipment or other property installed or brought by the Borrower with the proceeds of the Bonds (including, without limiting the generality of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) taxes levied upon or with respect to the receipts, income or profits of the Board Issuer from the Project or under this Agreement; (c) upon or and all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project); provided, that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwisethe Borrower shall be obligated to pay only such installments as they become due. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizations. The Company Borrower may, at its own expense and in its own name and behalf or in the name and behalf of the Boardname, in good faith contest any such taxes, assessments and other charges and, as provided in the event Reimbursement Agreement. The Borrower shall furnish to the Issuer promptly, upon request, proof of the payment of any such contesttax, may permit the taxesassessment or other governmental or similar charge, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part of the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in other charge which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid is payable by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payBorrower as set forth above.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to shall, throughout the Lease Term, duly pay promptly and discharge, as and when the same shall become due and payable: (i) all taxes, each special assessments for benefits and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason governmental charges of any right kind whatsoever that may (on account of a change in law or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which otherwise) at any time during be lawfully assessed or levied against or with respect to the term interests of this Agreement shall be or become due and payable by the Board or Issuer, of the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the Project or any portion thereof or any interest of the Board or Holder in the Company therein or under this Agreement; Project, (bii) any taxes levied upon or with respect to the income or profits lease revenues and receipts of the Board Issuer from the Project which, if not paid, will become a lien on the Project or under this Agreement; a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Bond Resolution and in the Security Document, (ciii) upon or with respect to all utility and other charges incurred in the possession, operation, management, maintenance, alterationsuse, repairoccupancy, rebuildingand upkeep of the Project, use and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or occupancy assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or any portion arising in respect of the occupancy, uses or possession thereof; or (d) upon . Both the Issuer and the Holder shall be entitled to enforce the provisions of this transaction or any document Section, and the Issuer’s right to which enforce the Board or same is one of the Company Unassigned Rights. It is a party creating or transferring an the understanding of the parties that, under the Act, the Issuer does not pay property taxes on its interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company’s interest in the Project is a mere usufruct and bailment for hire (which are not separately taxable estates) and not an estate for years (which would be an estate in which the leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this Lease is in effect, the parties hereto contemplate that the Company shall be liable for no actual taxes on its leasehold or bailment for hire interest in the Project. However, in order to prevent the taxing authorities from being deprived of revenues relating to the Project during the period title thereto is in the Issuer, the Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses in consideration of the lease structure and other authorizations required for benefits, make payments in lieu of taxes in accordance with the lawful payment percentages and proper constructionterms provided in the Economic Development Agreement. Notwithstanding anything herein to the contrary, usethe Issuer cannot and does not warrant, occupation, operation and management of the Projectguaranty or promise any particular ad valorem tax treatment resulting from this Lease. The Company also agrees shall exhibit to pay or cause the Issuer and to be paid all lawful charges for gasthe Holder, waterupon request, sewervalidated receipts showing the payment of any taxes, electricity, light, heat, power, telephone payments in lieu of taxes and other utility and service used, rendered charges which may be or supplied to, upon become a lien or in connection with encumbrance on the Project Project. (b) Upon notifying the Holder and the Board will cooperate with Issuer of its intention to do so, the Company in securing such permits, licenses and authorizations. The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Board, Issuer and in good faith faith, contest any such taxes, assessments assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments and assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture therefrom, but only so long as to any part of neither the Project or the rents, payments and revenues derived from the Project will be materially endangered or the Project or nor any part thereof will be subject to imminent loss or forfeitureforfeiture by reason of such nonpayment; provided, that no such contest may be made in which event the name of the Issuer unless (i) it is necessary to protect or assert the rights or interests of the Company; and (ii) the Company has received concurrence of such taxes, assessments or charges necessity from the Issuer in writing. (c) Both the Issuer and the Holder shall be paid promptly. The Board shall cooperate fully with entitled to enforce the Company in any such contest. If provisions of this Section, and the Company shall fail Issuer’s right to pay any enforce the same is one of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to payUnassigned Rights.

Taxes, Other Governmental Charges and Utility Charges. (a) The Company agrees to pay promptly Partnership will pay, as and when the same shall respectively become due due, (1) all taxes and payable, each and every lawful cost, expense and obligation governmental charges of every any kind and nature, foreseen whatsoever that may at any time be lawfully assessed or unforeseen, for the payment of which the Board levied against or the Company is or shall become liable by reason of its estate or interest in with respect to the Project or any portion thereof, other property installed or brought by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of Partnership on the Project or Site, including without limitation any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon taxes levied on or with respect toto the revenues, income or shall be or become liens upon, profits of the Issuer from the Project or and any portion thereof or any interest of the Board or the Company therein or under this Agreement; (b) other taxes levied upon or with respect to the income Project which, if not paid, will become a lien on the Project prior to or profits on a parity with the lien of the Board Indenture or a charge on the revenues and receipts from the Project prior to or under this Agreement; on a parity with the charge thereon and pledge or assignment thereof created and made in the Indenture and including any ad valorem taxes assessed upon the Partnership interest in the Project, and (c2) upon or all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project, provided, that with respect to the possession, operation, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation special assessments or other requirement governmental charges that may lawfully be paid in installments over a period of any governmental authorityyears, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees the Partnership shall be obligated to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations only such installments as are required for the lawful and proper construction, use, occupation, operation and management of the Project. The Company also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with during the Project and the Board will cooperate with the Company in securing such permits, licenses and authorizationsLease Term. The Company foregoing provisions of this Section shall be effective only so long as any part of the principal of or the interest on the Bonds remains Outstanding and unpaid. (b) The Partnership may, at its own expense and in its own name and behalf or in the name and behalf of the BoardIssuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless therefrom, provided that during such period enforcement of such contested items shall be effectively stayed. The Issuer, at the Board or the Trustee shall notify the Company that by nonpayment of any such items the lien or security interests afforded by this Agreement or the Indenture as to any part expense of the Project or the rentsPartnership, payments and revenues derived from the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptly. The Board shall cooperate fully with the Company Partnership in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.

Taxes, Other Governmental Charges and Utility Charges. The Company agrees to pay promptly as and when In the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Board or the Company is or shall become liable by reason of its estate or interest in the Project or any portion thereof, by reason of any right or interest of the Board or the Company in or under this Agreement, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding or use of the Project or any part thereof. The Company also agrees to pay and discharge all lawful real estate taxes, personal property taxes, water charges, sewer charges, assessments and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary and extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time during the term of this Agreement shall be or become due and payable by the Board or the Company and which shall be lawfully levied, assessed or imposed (a) upon or with respect to, or shall be or become liens upon, the event that a Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any interest of the Board or the Company therein or under this Agreement; (b) upon or with respect governmental body which may be secured by a lien against such Project, an Additional Rental, from and to the income or profits extent of the Board from the Project or under this Agreement; (c) upon or with respect to the possessionFunds, operationshall be paid, management, maintenance, alterations, repair, rebuilding, use or occupancy of the Project or any portion thereof; or (d) upon this transaction or any document to which the Board or the Company is a party creating or transferring an interest or an estate in the Project; under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise. The Company also agrees to pay any special assessments for public improvements or benefits for which the Company would have otherwise have been liable had it in fact been the owner of the Project. The Company shall, at its sole cost and expense, procure or cause to be procured paid, by the Board equal to the amount of all such taxes, assessments and governmental charges then due. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Board shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during that period that the Board is obligated to pay Base Rentals. The Board shall not allow any liens for taxes, assessments or governmental charges to exist (including, without limitation, any taxes levied which, if not paid, will become a charge on the rentals and all necessary building permitsreceipts prior to or on a parity with the charge thereon and the pledge and assignment thereof to be created and made in the Indenture), other permits, licenses and other authorizations required for or any interest therein (including the lawful and proper construction, use, occupation, operation and management interest of the ProjectAuthority) on the rentals and revenues derived therefrom or hereunder. The Company Board shall also agrees to pay pay, or shall cause to be paid paid, as Additional Rentals, from and to the extent of available Board Funds, as the same respectively become due, all lawful charges for gas, water, sewersteam, electricity, light, heat, power, telephone telephone, utility and other utility charges incurred in the operation, maintenance, use, occupancy and service usedupkeep of the Projects. As long as the Board is in possession of the Projects and except as otherwise provided herein, rendered it shall keep it free and clear of all liens, charges and encumbrances (except Permitted Encumbrances and any encumbrances arising through the Authority) and shall have the responsibility for all management, operations, maintenance and repair of the Projects. The Board in its discretion may discharge its responsibility hereunder by: (1) using its own employees; or supplied to(2) contracting for services; or (3) subleasing all or portions of the Projects, subject to the provisions of this Master Lease and the Indenture; or (4) any combination of such methods. No such contract or sublease shall place a greater burden on the Authority than provided herein, nor infringe upon rights granted to or retained by the Authority hereunder, nor violate or in connection with any way impair the Project and Authority’s obligations under the Board will cooperate with Indenture or any other instrument, if any, securing any debt or borrowings by the Company in securing such permitsAuthority, licenses and authorizationsall or substantially all the proceeds of which are to be used to finance Projects. The Company Board may, at its own the expense and in its own name and behalf or in the name and behalf of the Board, in good faith contest any such taxes, assessments assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments and or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless provided the Board shall first deposit with the Trustee, or in court, a bond or other security satisfactory to the Trustee pursuant to the Security Documents unless the Trustee shall notify the Company that Board that, in the opinion of Independent Counsel, by nonpayment of any such items the lien or security interests afforded by this Agreement or pursuant to the terms hereof and pursuant to the Indenture as to any part of and the Project or the rents, payments and revenues derived from the Project Security Documents will be materially endangered or the Project Projects or any part portion thereof will be subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid promptlyforthwith. The In the event that the Board shall cooperate fully with the Company in any such contest. If the Company shall fail to pay any of the foregoing items required by this Section to be paid by the Company and shall not cure any failure within any applicable curative provisions provided herein, the Board or the Trustee may (but shall be under no obligation to) pay the same, and any amounts so advanced therefor by the Board or the Trustee shall become an additional obligation of the Company to the one making the advancement, which amounts, together with interest thereon at the rate of interest borne by the Bonds from the date thereof, the Company agrees to pay.Section