Exhibit 4.14 Lease Agreement








Exhibit 4.14


















DEVELOPMENT  AUTHORITY  OF GORDON COUNTY




(a public body corporate and politic,  as Lessor),




and




MASLAND  CARPETS, LLC




(a Georgia limited liability company, as Lessee)






LEASE AGREEMENT






Dated as of December 1, 2012












THE RIGHTS  AND INTEREST OF THE DEVELOPMENT AUTHORITY OF GORDON COUNTY IN THE PROJECT LEASED HEREUNDER, THIS LEASE AGREEMENT AND CERTAIN REVENUES AND RECEIPTS DERIVED HEREUNDER, EXCEPT FOR CERTAIN UNASSIGNED RIGHTS, AS DEFINED HEREIN, HAVE BEEN ASSIGNED AND PLEDGED AS SECURITY FOR THE $6,300,000 PRINCIPAL AMOUNT DEVELOPMENT AUTHORITY OF GORDON COUNTY TAXABLE REVENUE BOND (MASLAND CARPETS, LLC REAL ESTATE PROJECT), SERIES 2012B, AS PROVIDED IN A LOAN AND SECURITY AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE DEVELOPMENT AUTHOIUTY OF GORDON COUNTY AND MASLAND CARPETS, LLC.



























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TABLE OF CONTENTS


(This Table of Contents is not a part of this Lease Agreement and is only for convenience of reference.)
Page
Parties and Recitals    1
ARTICLES I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION    2
Section 1.1.    Definitions    2
Section 1.2.    Construction of Certain Terms    6
Section 1.3.    Table of Contents; Titles and Headings    7
Section 1.4.    Contents of Certificates or Opinions    7


ARTICLE II REPRESENTATIONS AND UNDERTAKINGS    7
Section 2.1.    Representations by the Issuer    7
Section 2.2.    Representations by the Company    9


ARTICLE III LEASING CLAUSE; SECURITY; TITLE    10
Section 3.1.     Lease of the Project    10
Section 3.2.    Security for  Payments Under the Series 2012A Bond    11
Section 3.3.    Warranties and Covenants of Issuer as to Title    12
Section 3.4    Warranties and Covenants of Company as to Title    12
Section 3.5.    Acknowledgement of Subordination    12


ARTICLE IV ACQUISITION AND INSTALLATION OF THE PROJECT; ISSUANCE
OF THE BONDS; FUNDS    13
Section 4.1.    Agreement to Acquire and Install the Projects    13
Section 4.2.    Agreement to Issue the Bond    13
Section 4.3.    Application of Proceeds    13
Section 4.4.    [Reserved]    13
Section 4.5.    [Reserved]    13
Section 4.6.    Excess Costs    13
Section 4.7.    Authorized Company and Issuer Representatives and Successors    13
Section 4.8.    Enforcement of Remedies Against Contractors and Subcontractors and
Their Sureties and Against Manufacturers and Vendors    13
Section 4.9.    Appointment of Agent    14


ARTICLE V EFFECTIVE DATE OF THIS LEASE; DURATION OF LEASE TERM;
RENTAL PROVISIONS; NATURE OF OBLIGATIONS OF 
COMPANY        15
Section 5.1.     Effective Date of this Lease; Duration of Lease Term    15
Section 5.2.    Delivery and Acceptance of Possession    15
Section 5.3.    Rents and Other Amounts Payable    15

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Section 5.4.    Place of Rental Payments    16
Section 5.5    Nature of Obligations of Company Hereunder    17
Section 5.6    Restrictions on the Use of Project    17


ARTICLE VI MAINTENANCE, TAXES, INSURANCE AND EMINENT DOMAIN    18
Section 6.1    Maintenance of Project    18
Section 6.2.    Removal of Fixtures or Equipment    18
Section 6.3.    Taxes, Other Governmental Charges, and Utility Charges    19
Section 6.4.    Insurance Required    20
Section 6.5.    Application of Net Proceeds of Insurance    21
Section 6.6.    Advances by the Issuer or the Holder    21
Section 6.7.    Eminent Domain    21


ARTICLE VII DAMAGE, DESTRUCTION, AND CONDEMNATION    21
Section 7.1.    Election to Repair, Restore or Replace    21
Section 7.2.    Election Not to Repair, Restore or Replace    22


ARTICLE VIII ADDITIONAL COVENANTS; ADDITIONAL BONDS    22
Section 8.1.    No Warranty of condition or Suitability by the Issuer    22
Section 8.2.    Access to the Project and Records    22
Section 8.3.    Good Standing in the State    22
Section 8.4.    Indemnity    22
Section 8.5.    Licenses and Permits    24
Section 8.6.    Compliance with Laws    24
Section 8.7.    Granting and Release of Easements    24


ARTICLE IX ASSIGNMENT, SUBLEASING, ENCUMBERING, ANHD SELLING;
REDEMPTION; RENT PREPAYMENTS; ABATEMENT; AND
EQUIPMENT    25
Section 9.1.    Assignment and Subleasing    25
Section 9.2.    Provisions Relating to Sale, Encumbrance, or Conveyance of the 
Project by the Issuer    28
Section 9.3.    Pledge of this Lease by the Company    29
Section 9.4.    Redemption of Bonds    29
Section 9.5.    Prepayment of Rents    29
Section 9.6.    Company Entitled to Certain Rent Abatements if Bonds Paid Prior to
Maturity    29
Section 9.7.    Installation of Other Machinery and Rented Equipment    29
Section 9.8.    Reference to Bond Ineffective After Bond Paid    30


ARTICLE X EVENTS OF DEFAULT AND REMEDIES    30
Section 10.1.    Events of Default Defined    30
Section 10.2.    Remedies on Default    31
Section 10.3.    Remedies Not Exclusive    32
Section 10.4.    Company to Pay Fees and Expenses    32

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Section 10.5.    Waiver of Events of Default    32
ARTICLE XI MISCELLANEOUS    33
Section 11.1.    Company's Option to Terminate Lease    33
Section 11.2.    Quiet Enjoyment    33
Section 11.3.    Notices    33
Section 11.4.    Construction and Binding Effect    34
Section 11.5.    Severability    34
Section 11.6.    Amounts Remaining in the Funds    34
Section 11.7.    Fees Paid by the Company    34
Section 11.8.    No Issuer Liability; Immunity of Members, Officers, ad Employees
of Issuer    34
Section 11.9.    Amendments, Changes, and Modifications    35
Section 11.10.    Execution of Counterparts    35
Section 11.11.    Law Governing Construction of this Lease    35
Section 11.12.    Covenants Run with Project    35
Section 11.13.    Subordination to Security Document    35
Section 11.14.    Net Lease    35
Section 11.15.    Surrender of Project    35
Section 11.16.    Immunity of Directors and Employees of Company    35
Section 11.17.    Payments Dues on Other than Business Days    36
Section 11.18.    Holder of Pledged Interest    36
Section 11.19.    Required Consent of Leasehold Mortgagee    36
Section 11.20.    Estoppel Certificates    36
Section 11.21.    Holdover    36
Section 11.22.    Option Agreement    37


EXHIBIT A    DESCRIPTION OF THE LAND

























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LEASE AGREEMENT




This LEASE  AGREEMENT (this "Lease"), dated as of December 1, 2012, is  by and between the DEVELOPMENT AUTHORITY OF GORDON COUNTY (the "Issuer"), a development authority and public body corporate and politic created and existing under the laws of the State of Georgia (the "State") and MASLAND CARPETS, LLC (the "Company"), a Georgia limited liability company.


W I T N E S S E T H:




WHEREAS, the Issuer is a public body corporate and politic and a development authority  duly  created  pursuant  to the  Development  Authorities  Law of the  State of Georgia, O.C.G.A§ 36-62-1, et seq. (the "Act") and  activated  by resolution  of the governing  body of Gordon County, Georgia (the "County"); and


WHEREAS, the Act provides that the Issuer is created for the public purpose of developing and promoting for the public good, welfare and employment within the County and is authorized by the Act to issue its revenue bonds to acquire "projects" (as such term is defined in the Act), which revenue bonds are required to be validated pursuant to the provisions of the Revenue Bond Law (O.C.G.A. § 36-82-60, et seq.), and other applicable provisions of law; and


WHEREAS, the Act further authorizes and empowers the Issuer: (i) to lease any such project at a rental which, together with other revenues which may be pledged for such purpose, shall be sufficient to pay debt service on such revenue bonds and to pay all other expenses which the Issuer may incur in connection with the undertaking; (ii) to pledge, mortgage, convey, assign, hypothecate or otherwise encumber such projects and the revenues therefrom as security for the Issuer's revenue bonds; and (iii) to do any and all acts and things necessary or convenient to accomplish the purpose and powers of the Issuer; and


WHEREAS, the Issuer has been informed by the Company that the Company desires for the Issuer to issue its Taxable Revenue Bond (Masland Carpets, LLC Real Estate Project), Series 2012A in the principal amount of $5,339,217.03 (the "Series 2012A Bond") to acquire land, improvements, building fixtures, furnishings, machinery and  equipment  located  in the  County (the "Project"), which Project is to be owned by the Issuer and leased to the Company for use in its manufacturing business; and


WHEREAS, the Series 2012A Bond will be issued pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the Issuer and the Company; and


WHEREAS, the Issuer and the Company propose to enter into a Loan and Security Agreement (the "Credit Agreement") pursuant to which the Company will agree to advance to the Issuer funds sufficient in time and amount to enable the Issuer to repay the Series 2012A Bond, and the loan of such advances will be evidenced by the Issuer's Taxable Revenue Bond (Masland Carpets, LLC Real Estate Project), Series 2012B in the maximum principal amount of $6,300,000 (the "Series 2012B Bond"); and



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WHEREAS, the Issuer and the Company propose to enter into this  Lease pursuant to which, among other things, the Issuer will lease the Project to the Company and the Company will agree to make payments to the Issuer in amounts sufficient to make timely payment of the Series 2012B Bond; and


WHEREAS, pursuant to the resolution (the "Bond Resolution") adopted by the Issuer, authorizing the issuance and sale of the Series 2012A Bond and the Series 2012B Bond (each, a "Bond" and collectively, the "Bonds") to the Company, as both the "Purchaser" and the initial "Bondholder," and the execution of this Lease and the other Issuer Documents (identified in the Bond Resolution) relating to the Bonds.


NOW, THEREFORE, in consideration of the respective representations and agreements hereinafter contained, the parties hereto agree as follows, provided that,  in the performance  of the agreements of the Issuer herein contained, any obligation it may thereby incur  for  the payment of money shall not constitute a general obligation of the Issuer but  shall  be payable solely out of the revenues and other collateral pledged as security for the Bonds pursuant to the Bond Documents (the "Pledged Security"), and the Bonds shall not constitute a  general obligation of the Issuer nor constitute an indebtedness or general obligation of the State or any other agency or political subdivision of the State, within the meaning of any constitutional or statutory provision  whatsoever:


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 1.1. Definitions. Certain capitalized words and terms used in this Lease are defined in the text hereof or in the Bond Resolution (defined below). In addition to the words and terms defined elsewhere herein and in the Bond Resolution, the following words and terms are defined terms under this Lease:


"Additional Rent" means the amounts payable by the Company,  described  in Section 5.3(b) of this Lease.


"Additions or Alterations" means modifications, upgrades, alterations, additions, enlargements, or expansions to property comprising the Project.


"Affiliate" means a Person which is controlled by the Company or its corporate successor, which controls the Company or its successor, or which is under common control with the Company or its successor (direct or indirect ownership of more than fifty percent (50%) of the voting power constituting "control" of a Person for such purpose).


"Assignment" means the Assignment and Security Agreement, dated as of the Document Date, from the Issuer to the Purchaser, its successors and assigns, in  substantially  the  form attached as Exhibit E to the Bond Resolution, securing the Series 2012A Bond


"Authorized Company Representative" means  any  officer  of  the  Company  who executes this Lease or any other person at the time designated to act on behalf of the Company by  written  ce1tificate  furnished  to  the  Issuer,  the  Holder  and  the  Custodian,  containing  the specimen  signature of such person  and  signed  on behalf of the  Company  by an officer of the Company; more than one person may be designated as an Authorized Company Representative.

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"Authorized Issuer Representative"  means  any  officer  or  official  of  Issuer  who executes this Lease and any other person at the time designated to act on behalf of the Issuer by written certificate furnished to the Company, the Holder and the Custodian, containing the specimen signature of such person and signed on behalf of the Issuer by the Chairman or other officer of the Issuer; more than one person may be designated as an Authorized Issuer Representative.


"Basic Rent" means the rent payable by the Company to the Issuer, described under the subheading "Basic Rent" in Section 5.3(a) of this Lease.


"Bond Documents" means the documents, the forms of which are attached to the Bond Resolution as Exhibits A through H thereto.


"Bond Resolution" means the resolution, adopted by the Issuer, as it may hereafter be amended in accordance with the terms thereof, authorizing the issuance of the Bonds; the term "Bond Resolution" shall include any resolution supplemental  or amendatory thereto.


"Business Day" means a day which is not  a Saturday, Sunday, a legal holiday, or any other day on which banking institutions are authorized to be closed in the State.


"Company" means Masland Carpets, LLC, a Georgia limited liability company, and any successor lessee under this Lease.


"Company Documents" means those of the Bond  Documents  to which  the Company  is to be a party signatory.


"Corporate Successor" and "corporate successor" mean  any  corporation  or  limited liability company into which the Company may merge, any corporation or limited liability company resulting from a consolidation to which the Company is a party or any corporation or limited liability company to which the Company transfers its interest under this Lease, and also includes any Corporate Successor (as above defined, but substituting "corporate successor" for "Company") of a Corporate Successor.


"Costs of the Project" means those aggregate costs and expenses paid or incurred in connection with the acquisition and installation of the Project and permitted by  the  Act  and Section 4.3 hereof to be paid or reimbursed from proceeds of the Bonds.


"Debt Service" and "debt service" mean, as to the  Series 2012B Bond, the principal of, interest on and redemption amount, if any, payable on the Series 2012B Bond.


"Debt Service Payment Date" means, as to the Series 2012B Bond, the maturity date of the Series 2012B Bond and other day on which principal or interest is scheduled to be paid as reflected in the Series 2012 Bond, and any date on which the Series 2012B Bond is to  be redeemed or prepaid, in whole or in part.

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"Default Interest Rate" means, as to the Series 2012B Bond, as to delinquent payments of Basic Rent under this Lease and the Debt Service on the Series 2012B Bond,  the  Stated Interest Rate, and as to delinquent payments of Additional Rent under  this  Lease,  means  the lesser of the Prime Rate plus 300 basis points or the maximum rate allowed by law.


"Document Date" means the date of this Lease.


"Environmental Laws" means all federal, state, and local laws, rules, regulations, ordinances, programs, permits, guidance, orders, and consent decrees relating to health,  safety, and environmental matters, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Toxic Substances Control Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, state  and  federal superlien and environmental cleanup programs and laws, and U.S. Department of Transportation regulations.


"Event of Default" means, when used with respect to this Lease, the events specified in Section 10.1 of this Lease, and when used with reference to any other instrument any "Event of Default, "event of default," "Default," or "default" (as such term is defined in such other instrument).


"Governing Body" means, as to the Issuer, the members of the Issuer acting as its board of directors.


"Government Obligations" means any direct and general obligations  of  the  United States of America (including obligations issued or held in book-entry form on the books of the Department of Treasury of the United States  of America) or obligations the payment of the principal of and interest on which when due are fully and unconditionally guaranteed by  the United States of America.


"Holder" and "Bondholder" mean the Person or Persons whose name the Bonds are registered on the registration books of the Issuer and, as  stated in Section 4.2 of this Lease, initially means the Company.


"Issuer Documents" means those of the Bond Documents to which the Issuer is to be a patty  signatory.


"Leased Equipment" means any building fixtures, building equipment and production equipment that the Company elects to include in the Project.


"Leased Improvements" means all of the improvements located and to be located on the Leased Land and all Additions or Alterations, replacements and substitutions for any portion thereof.


"Leased Land" means the land described in Exhibit A attached hereto.


"Leasehold Mortgage" means any leasehold mortgage or leasehold deed to secure debt pursuant to which the Company pledges its interest in this Lease to a Lender.

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"Leasehold Mortgagee" means a holder of a Leasehold Mortgage.


"Lease Term" means the term of this Lease as specified in Section 5.1 hereof.


"Lender" means any financial institution or other Person which  has advanced  credit to the Company with respect to the Project.


"Loan Documents" means the loan documents with respect to the Company's Leasehold Mortgage or a Superior Security Document.


"Net Proceeds" means, when used with respect to any proceeds of casualty insurance received with respect to any damage or destruction of the Project, proceeds of  sale or  any eminent domain award (or proceeds of sale in lieu of a taking by eminent  domain)  or with respect to any other recovery on a contractual claim or claim for damage to or for taking of the Project, or any part thereof, the gross proceeds from such insurance, eminent domain award, sale or recovery with respect to which  that term is used remaining after payment of all costs and expenses (including attorneys' fees and reimbursable expenses) incurred in the collection of such gross proceeds.


"Option Agreement" means the Option Agreement, dated  as  of  the  Document  Date, from the Issuer to the Company, in substantially the form attached as Exhibit G to the Bond Resolution, as it may hereafter be amended in accordance with the Bond Resolution.


"Permitted Encumbrances" means, as of any particular time, (i)  liens  for ad valorem taxes and special assessments not then delinquent or permitted to exist as provided in Section 6.3 hereof, (ii) this Lease; (iii) the Security Document, (iv) utility, access or other easements and rights of way, restrictions, reservations, reversions and exceptions in the nature of easements that the Company certifies will not materially interfere with or impair the operations being conducted at the Project leased hereunder, (v) unfiled and inchoate mechanics' and materialmen's liens for construction work in progress, (vi) architects', contractors', subcontractors', mechanics', materialmen's, suppliers', laborers' and vendors' liens or other similar liens not then payable or permitted to exist hereunder, (vii) such minor defects, irregularities, encumbrances, easements, rights-of-way, and clouds on title as the Company, by an Authorized Company Representative, certifies do not, in the aggregate, materially impair portion of the Project affected thereby for the purpose for which it was acquired or is held by the Issuer,  (viii)  existing  encumbrances  of record, (ix) exceptions described in any policy of title insurance that may be procured by the Company for itself or for a Lender, (ix) any Leasehold Mortgage and (x) any Superior Encumbrances.


"Person" means a natural  person, business organization, public body, or other legal entity.


"Project" means the Leased Land, the Leased Improvements and the Leased Equipment, as the same shall exist from time to time.


"PILOT   Agreement"   means   the   PILOT   Agreement   between   the   Issuer   and   the Company, in substantially the form attached as Exhibit H to the Bond Resolution.

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"Security Document" means the Deed to Secure Debt and Security Agreement, dated as of the Document  Date, from the Issuer to the Purchaser, its successors and assigns, in substantially the form attached as Exhibit C to the Bond Resolution, securing the Series 2012A Bond.


"State" means the State of Georgia.


"Superior Encumbrances" means  all encumbrances  and  title  exceptions  on  the  Project in existence at the time of recording of the Security Document relating to the Project and any encumbrances created by any Superior Security Document.


"Superior Security Document" means any deed to secure debt or similar instrument or instruments in which the Company or the Issuer (at the request of  the  Company),  or  both, pledges the Project or its interest in this Lease to a Lender; the Issuer may be a grantor or debtor thereunder, but the Issuer's obligations thereunder shall  be  non-recourse,  except  that recourse may be had against the Issuer's interest in the collateral pledged under such instrument.


"Unassigned Rights" means all of the rights of the Issuer (i) to receive reimbursements and payments pursuant to Sections 5.3(b)(i) and 10.4 hereof, (ii) to receive notices under or pursuant to any provision of this Lease or the Bond Resolution, (iii) ce1tain consensual and enforcement rights pursuant to Sections 5.6, 6.3, 6.4, 8.6 and I 0.2 hereof and (iv) to be indemnified as provided in Sections 6.6 and 8.4 of this Lease.


Section 1.2. Construction of Certain Terms. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction shall apply:


		
	(1)
	the use of the masculine, feminine, or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine, or neuter gender, as appropriate;




		
	(2)
	"this Lease" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more leases supplemental to this Lease and entered into pursuant to the applicable provisions hereof;




		
	(3)
	all references in this instrument to designated "Articles," "Sections," and other subdivisions are to the designated articles, sections, and other subdivisions of this instrument;




		
	(4)
	the words  "herein, "hereof," and  "hereunder"  and  other words  of similar  import refer  to this Lease as a whole and not to any particular  article, section, or other subdivision;




		
	(5)
	the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular; and




		
	(6)
	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated by the American  Institute of Certified Public Accountants, on and as of the date of this Lease.





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Section 1.3. Table of Contents; Titles and Headings. The table of contents, the titles of the articles, and the headings of the sections of this Lease are solely for convenience  of reference, are not a part of this Lease, and shall not be deemed to affect the meaning, construction, or effect of any of its provisions.


Section 1.4. Contents of Certificates or Opinions. Every certificate or written opinion delivered by any director or official of the Issuer or the Company with respect to the compliance by the Issuer or the Company with any condition or covenant provided for in this Lease shall be delivered only after the person or persons signing the same has made such examination or investigation as is necessary to enable him, her or them to express an informed opinion as to whether or not such covenant or condition has been complied with.  Any  such  certificate  or opinion made or given by any director or official of the Issuer or the Company, insofar as it relates to legal or accounting matters, may be made or given in reliance upon an opinion of counsel or a letter of such accountant. Any such opinion of counsel or accountant's  letter may be based (insofar as it relates to factual matters with respect to information which is in the possession of a director or an official of the Issuer, the Company or any third party) upon the certificate or opinion of, or representations  by, such director or official of the Issuer,  the Company or such third party on whom such counsel or accountant may reasonably rely, unless such counsel or such accountant knows that the certificate or opinion or representations with respect to the matters upon which his legal opinion or accountant's letter may be based,  as aforesaid, is erroneous or in the exercise of reasonable care should have known  that the same was erroneous. The same director or official of the Issuer, the Company or third  party, or the same counsel or accountant, as the case may be, need not certify or opine to all of the matters required to be ce1tified or opined under any provision of this Lease, but different directors, officials, counsel, or accountants may certify or opine to different matters, respectively.
ARTICLE II 
REPRESENTATIONS  AND UNDERTAKINGS


Section 2.1.  Representations    by    the   Issuer.    The    Issuer    makes    the    following representations and warranties as the basis for the undertakings on its part herein contained:


(a)Creation and Authority. The Issuer is a public body corporate and politic duly created and validly existing under the laws of the State. The Issuer has all requisite power and authority under the Act and the laws of the State (i) to issue the Bonds, (ii) to acquire the Project and to lease the same to the Company, and (iii) to enter into, perform its obligations under, and exercise its rights under the Issuer Documents. The Issuer has found that the Project will promote and expand for the public good and welfare industry and trade within the  County and reduce unemployment, and has found that  the  Project is for the lawful and valid public purposes set forth in the Act.


(b)Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Issuer, after making due inquiry with  respect

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thereto, threatened against or affecting the Issuer in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by the Issuer Documents or which, in any way, would adversely affect  the validity or enforceability of the Bonds, the Bond Resolution,  this Lease, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Issuer aware of any facts or circumstances presently existing which would form the basis for any such actions, suits, proceedings,  inquiries, or investigations.


(c)Issue, Sale, and Other Transactions Are Legal and Authorized. The issue and sale of the Bonds, the execution and delivery by the Issuer of the Issuer Documents, and the adoption by the Issuer of the Bond Resolution and the compliance by the Issuer with all of the provisions of each thereof (i) are within the purposes, powers, and authority of the Issuer, (ii) have been done in full compliance with the provisions of the Act and have been approved by the Governing Body of the Issuer, and (iii) the Bonds and the Issuer Documents have been duly authorized by all necessary action on the pa ti of the Issuer, have been duly executed, are legal and valid and do not conflict with or constitute on the part of the Issuer a violation of or a breach of or a default under, or result in the creation or imposition of any lien, charge, restriction,  or encumbrance upon any property of the Issuer under the provisions of, any charter instrument, bylaw, indenture, mortgage, deed to secure debt, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Issuer is a party or by which the Issuer  or its properties are otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction  over the Issuer or any of its activities or properties.


(d)    Governmental Consents. Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other Person, nor any circumstance in connection with the offer, issue, sale, or delivery of the Bonds is such  as to  require  the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery, and performance of the Issuer Documents, the adoption of the Bond Resolution, the consummation of any transaction therein contemplated,  or the offer, issue, sale, or delivery of the Bonds, except as shall have been obtained or made and as are in full force and effect.


(e)    No Defaults. To the knowledge of the Issuer, after making due inquiry with respect thereto, no event has occurred and no condition exists which would constitute an Event of Default (as such term is used in the various Issuer Documents) or which, with the lapse of time or with the giving of notice or both, would  become an Event of Default under any of the Issuer Documents. To the knowledge of the Issuer, after making due inquiry with respect thereto, the Issuer is not in default or violation in any material respect under the Act or under any charter instrument, bylaw, or other agreement or instrument to which it is a party or by which it may be bound.


(f)    No Prior Pledge. Neither the Project, this Lease, nor any of the payments or amounts to be received by the Issuer hereunder have been or will be mortgaged, pledged, or hypothecated  by the Issuer in any manner or for any purpose or have been or will be the subject of a grant of a security interest by the 

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Issuer other than (i) as security for the payment of the Bonds, as provided in the Bond Resolution and the Security Document, or (ii) with the consent of the Company and the Holder, as may be provided in a Superior Security Document.


(g)    Disclosure. The representations of the Issuer contained in the Issuer Documents and any certificate, document,  written statement or other instrument furnished  to the Company by or on behalf of the Issuer in connection with the transactions contemplated thereby  do not contain any untrue statement of a material fact relating to the Issuer and do not omit to state a material fact relating to the Issuer necessary in order to make the statements contained herein and therein relating to the Issuer not misleading. Nothing has come to the attention of the  Issuer which would materially and adversely affect or in the future may (so far as the Issuer can now reasonably foresee) materially and adversely affect the acquisition and installation of the Project by the Issuer (and by the Company, as agent of the Issuer) or any other transactions contemplated by the Issuer Documents and the Bond Resolution which has not been set forth in writing to the Company  and the Purchaser or in the  certificates, documents, and instruments furnished to the Company and the Purchaser by or on behalf of the Issuer prior to the date of execution of this Lease in connection with the transactions contemplated hereby.


(h)    Compliance with Conditions Precedent to the Issuance of the Bonds. All acts, conditions, and things required to exist, happen, and be performed precedent to and in  the execution and delivery by the Issuer of the Bonds do exist, have happened, and have been performed in due time, form, and manner as required by law; the issuance of the Bond, together with all other obligations of the Issuer, do not exceed or violate any constitutional or statutory limitation.


Section 2.2. Representations by the Company. The Company  makes the following representations and warranties as the basis for the unde1takings on its part herein contained:


(a)Organization and Power. The Company is a limited liability company duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Georgia, and has all requisite power and authority to lease the Project from the Issuer and to enter into, and perform its obligations and exercise its rights under, the Company Documents.


(b)Agreements    Are   Legal   and   Authorized. The Company Documents, the consummation of the transactions therein contemplated, and the fulfillment of or the compliance with all of  the provisions thereof (i) are within the power, legal right, and authority of the Company, (ii) have been duly authorized by all necessary and appropriate action on the part of the members of the Company, (iii) have been duly executed and delivered on the part of the Company, (iv) are legal, valid and binding as to the Company, subject to  bankruptcy, moratorium and other equitable principles and (v) will not conflict with or constitute on the part of the Company a violation of, or a breach of or a default under, any charter instrument, bylaw, indenture, mortgage, deed to secure debt, pledge, note,  lease, loan, installment sale agreement, contract, or other agreement or instrument to which the Company is a party or by which the Company or its properties are otherwise subject or bound which would have a material adverse impact on the Company's ability to perform its obligations hereunder, or any judgment, order, writ, injunction, decree, or demand of any court or governmental agency or body having jurisdiction  over the Company or any of its activities or properties.

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(c)    No Defaults. No event has occurred and no condition exists that would constitute an Event of Default by the Company or which, with the lapse of time or with the giving of notice or both, would become an Event of Default by the Company hereunder.


(d)    Disclosure. The representations of the Company contained in the Company Documents and any certificate, document, written statement, or other instrument furnished by or on behalf of the Company to the Issuer or Purchaser in connection with the transactions contemplated hereby, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the actual knowledge of the signatory hereto, there is no fact that the Company  has  not disclosed to the Issuer and to the Purchaser in writing that materially and adversely affects or in the future may (so far as the Company can now reasonably foresee) materially and adversely affect the acquisition of the Project or the ability of the Company to perform its obligations under the Company Documents or any of the documents or transactions contemplated  thereby  which has not been set forth in writing to the Issuer and to the Purchaser or in the  certificates, documents, and instruments  furnished to the Issuer and to the Purchaser by or on behalf of the Company prior to the date of execution of this Lease in connection with the transactions contemplated  hereby.


(e)    Inducement. The issuance of the Bonds by the Issuer for the benefit of the Company has induced the Company to lease the Project and thereby to promote and expand for the public good and welfare industry and trade within the County and reduce unemployment.


ARTICLE III


LEASING CLAUSE; SECURITY; TITLE


Section 3.1. Lease of the Project. The Issuer, as lessor, hereby leases the Project to the Company, as lessee, and the Company hereby leases the Project from the Issuer at the rental set forth in Section 5.3 hereof and for the Lease Term (as defined in Section 5.1 hereof), in accordance with the provisions of this Lease. This Lease shall be effective on its delivery. It is the intention of the patties that the interest of the Company hereunder shall be a usufruct under O.C.G.A.  § 44-7-l(a)  as  to  real  property  of  the  Project,  and  as  a  bailment  for  hire  under O.C.G.A. § 44-6-10 l, as to the personal property of the Project, and not an estate for years. The parties hereto further agree such usufruct and bailment status is evidenced  by  the  fact  that various provisions of this Lease restrict and limit the lessee's rights in the Project to such an extent that the Company does not have the right to use the Project in as absolute a manner as it would have if it were the owner of the Project  or a lessee with an estate for years (subject only to rules prohibiting waste), to-wit:


(i)Limitation on Nature of Company's Use. This Lease provides that the Project may be used only for the limited purposes permitted by the Act and imposes other restrictions on the Company's use of the Project; thus, the Company  does not have the right to use the Project in as absolute a manner as it would have if it were the owner of an estate for years.

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(ii)    Interest  Not   Freely  Assignable.   This  Lease  restricts  the  right  of  the Company to assign its rights hereunder.


(iii)    Issuer's Right to Enforce Compliance With Applicable Laws. In order that the Issuer, as lessor, may control the use of the Project in order to assure that such use is at all times lawful, the parties have provided in this Lease that the Company's use and occupancy of the Project and its activities thereat shall be conducted at all times in accordance with all applicable laws, ordinances, rules and regulations and that the Issuer, as lessor, has the right to enforce such covenants. Notwithstanding anything contained herein to the contrary, the Company shall be  entitled, at its sole cost and expense and with prior notice to the Issuer,  to contest the application or validity of any such laws, ordinances, rules or regulations.


(iv)    Lessor's Rights of Inspection. In order that the Issuer may monitor compliance by the Company, as lessee, with the restrictions and covenants contained in this Lease, this Lease provides that the Issuer shall be entitled to inspect  the  Project, subject to the conditions provided  herein.


(v)    Repair and Maintenance Covenants. Under current law, if this Lease were to create an "estate for years," the Company, as lessee, would have, under law, the duty to maintain the Project, normal wear and tear excepted, and it would not be necessary to so provide in this Lease; in this Lease, the parties hereto, by operation of  express covenant and not by operation of law, have provided for the Company, as lessee, to repair and maintain the Project.


(vi)    Insurance Covenants. Under current law, the  granting  of  a  bailment  for hire does not impose upon the lessee any obligation to insure the property that is the subject of such grant; however, in this Lease, the patties, by operation  of  express covenant and not by operation of law, have provided that the lessee shall be responsible for insuring the Project.


(vii)    Taxes and Governmental Charges. Under current law, the granting of a usufruct or a  bailment for hire does not impose upon the lessee any obligation to pay taxes, or other governmental charges against the Project that is the subject of such lease; however, in this Lease, the parties, by operation of express covenant and not by operation of law, have provided that the lessee shall be responsible for any actual ad valorem taxes and any governmental charges lawfully levied on the Project  and  payments  in  lieu  of taxes in accordance with the PILOT Agreement.


(viii)    No Purchase Option in this Lease. This Lease does not grant to the Company an option to purchase the Project.


Section 3.2. Security for Payments Under the Series 2012A Bond. As security for the payment of the Series 2012A Bond, the Issuer has adopted the Bond Resolution, under the terms of which the Issuer  shall execute and deliver to the Purchaser the Security Document and the Assignment, in which the Issuer shall grant unto the Purchaser, its  successors  and  assigns, security title to the Project and shall assign unto the Purchaser, its successors and assigns, all of

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the right, title, interest, and remedies of the Issuer in, to, and under this Lease (except the Unassigned Rights), together with all rents, revenues, and amounts to be received by the Issuer hereunder (except for amounts the Issuer shall be entitled to receive and retain on account of being included in such Unassigned Rights), as security for, among other things, the payment of the Series 2012A Bond. The Company hereby agrees that its obligations to pay Basic Rent under this Lease shall be absolute and shall not be subject to any defense, except payment, or to any right of set off, counterclaim, or recoupment arising out of any breach by the Issuer of any obligation to the Company, whether hereunder or otherwise, or arising out of any indebtedness or liability at any time owing to the Company by the Issuer; provided, however, the Company shall not be obligated to pay Basic Rent if for any reason the Company is prevented or prohibited from receiving Debt Service during a period when the Company is also the Holder. Notwithstanding anything to the contrary herein, the Issuer and the Company agree that all payments  of Basic Rent required to be made by the Company under this Lease shall be paid directly to the Holder. The Holder shall have all rights and remedies herein accorded to the Issuer (except for Unassigned Rights), and any reference herein to the Issuer shall be deemed, with the necessary changes in detail, to include the Purchaser or if the Series 2012A Bond shall have been transferred to a successor Holder, shall be deemed to include such successor Holder and the Purchaser or successor Holder shall be deemed to be and is a  third party beneficiary of the representations, covenants, and agreements of the Company in favor of the Issuer  herein contained (except for covenants and agreements pertaining to the Unassigned  Rights).


Section 3.3. Warranties and Covenants of Issuer as to Title. The Issuer hereby accepts ownership of and title to the Project. The Issuer disclaims any interest in any items of equipment and related personal property that are neither acquired with proceeds of the Bonds nor Additions or Alterations, replacements or substitutions therefor. The Issuer warrants and covenants that, except for this Lease and the Security Document, the Issuer shall not otherwise encumber the Project or any part thereof without the prior written consent of the Company, the Holder and any Lender (if any is known to the Issuer). The Issuer covenants to take all acts necessary to defend its title to the Project and will do no act (except as permitted by Section 9.2 hereof) to impair such title, provided that the cost of such action is paid for in advance by the Company, or the Issuer is indemnified for such costs by the Company to the Issuer's satisfaction. The Issuer makes no warranty as to the design, suitability, condition or fitness for purpose of the Project.


Section 3.4. Warranties and Covenants of  Company  as  to  Title.  The Company  shall take such actions as are necessary to cause title to the Project to vest in the Issuer subject to this Lease and Permitted Encumbrances. The Company further covenants to pay all costs  and expenses which are necessary to defend the title of the Issuer to the Project, and will do no act that will impair such title.


Section 3.5. Acknowledgement of Subordination. Notwithstanding anything contained herein, this Lease is subject and subordinate in all respects to any Superior Security Document, to all other liens granted by the Company to the holder of such Superior Security Document with respect to or in connection with the indebtedness secured by such Superior Security Document, and to all modifications, extensions, refinancings  (where  such  liens continue),  or  renewals  of such lien.



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ARTICLE IV


ACQUISITION AND INSTALLATION OF THE PROJECT;
ISSUANCE OF THE BONDS; FUNDS


Section 4.1. Agreement to Acquire and Install the Project. Simultaneously with the issuance and sale of the Bonds, the Issuer will acquire title to the Project as it exists on such date of issuance. The Company will thereafter complete the acquisition, equipping installation of the Project. Items of used equipment, as well as new equipment, may be included in the Project. The Company may, using its own funds, pay any of the Costs of the Project, and acquire any property which is to be a part of the Project in its own name, for the purpose of the later transfer of such property by the Company to the Issuer pursuant hereto. The Company is not authorized to and will not  obligate the Issuer for any of the costs of completing  the Project. The Company may make changes in the Project, so long as such changes do not cause the Project to be unsuitable for its intended purpose or to fail to constitute a "project" under the Act or to  violate  any applicable provisions of law. Any contracts for the construction of any improvements that are a part of the Project shall be let by the Company as a principal, and not as agent of the Issuer.


Section 4.2. Agreement to Issue the Bond. In order to provide funds for payment of the Costs of the Project, the Issuer, contemporaneously with the delivery of this Lease, is issuing the Bonds to the Purchaser.


Section 4.3.  Application  of Proceeds. Any cash proceeds of the Bonds shall be used  to pay or reimburse costs of acquisition of the Project and issuance costs of the Bonds.


Section 4.4.  [Reserved]


Section 4.5.  [Reserved]


Section 4.6. Excess Costs. The Issuer does not make any warranty, either express or implied, that the amounts which may be drawn down under the Bonds will be sufficient for the payment of all of the Costs of the Project. The Company agrees that it shall not be entitled to any reimbursement for any excess costs from the Issuer or from the Holder, nor shall it be entitled to any diminution of the amounts payable under Section 5.3(a) hereof.


Section 4.7. Authorized Company and  Issuer  Representatives  and  Successors.  See the definitions in Section 1.1 hereof, of the terms "Authorized Company Representative" and "Authorized Issuer Representative" relating to the designation thereof. In the event that any person so designated should become unavailable or unable to take any action or make any certificate provided for or required in this Lease, a successor or additional Authorized Company Representative or Authorized Issuer Representative shall be appointed.


Section 4.8. Enforcement of Remedies Against Contractors and Subcontractors and Their Sureties and Against Manufacturers and Vendors.


(a)The Issuer hereby authorizes the Company, as agent of the Issuer or in its own behalf, to take such action and institute such proceedings as the Company may elect in its sole discretion   to   cause   and   require   all   manufacturers,   fabricators,   vendors,   contractors   and





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subcontractors  and  suppliers  to  complete  their  contracts  relating  to  the  Project  diligently  in accordance with the terms of such contracts, including, without limitation, the correction of any defects. The Issuer agrees that the Company may, from time to time, in its own name, or in the name of the Issuer, take such action as the Company may elect in its sole discretion against such manufacturers, fabricators, vendors, contractors and subcontractors and suppliers, and their sureties, to insure the proper acquisition, construction and equipping of the Project.


(b)To the extent that the Project is not complete, or is under construction as of the effective date of this Lease, all plans, specifications, drawings and similar documentation governing the planning, development and construction of the Project shall be prepared and may be amended, supplemented or replaced, as the case may be, at the sole discretion of the Company so long as the elements of the Project covered thereunder are consistent with the objectives and requirements of the Act and the general description of the Project in this Lease. The Company may engage or disengage architects, engineers  and other professionals in the preparation of all such work product.


(c)All warranties, bonds, letters of credit or other security or other undertakings furnished by or on behalf of any contractors, subcontractors, fabricators, vendors, manufacturers or suppliers which provide labor or materials (including building fixtures) for the Project shall be in the name of the Company for the benefit of the Issuer, the Holder, and the Company and may be enforced by the Company, at its own risk and expense, without consultation with or direction by either the Issuer or the Holder.


(d)The Issuer hereby authorizes the Company, as agent of the Issuer or on its own behalf, and at the sole expense of the Company, to take such action and institute such proceedings as the Company may elect in its sole discretion to cause and require any contractors, subcontractors, fabricators, vendors, manufacturers and suppliers that have provided labor or materials (including building fixtures) for the Project to fulfill their warranties and contractual responsibilities diligently in accordance with the terms of any purchase or installation contracts, including, without limitation, the correction  of any defective parts or workmanship. The Issuer agrees that the Company may, from time to time, take such action as the Company may elect, in its sole discretion, to insure the conformity of the Project to the specifications therefor.


Section 4.9. Appointment of Agent. The Issuer hereby appoints  the  Company  as  its agent and authorizes the Company to act as its agent of and attorney-in-fact for the Issuer for purposes of serving as, or appointing a, Registrar, Custodian and Paying Agent for the Bonds.


The Company hereby accepts the appointment described above and agrees to perform the duties contemplated  thereby in accordance with  general  agency principles  and the terms of the Bond Resolution and this Lease. The Company agrees to perform such services, without charge, in  consideration  of  the  Issuer's  issuance  of the  Bonds  and  the  leasing  of the  Project  to  the Company.  The  Company  shall  be  entitled  to  reimbursement  for  expenditures  that  constitute Costs of the Project,  but  only to the extent  that proceeds  of the Bonds are available for such purpose,  and  shall be entitled  to reimbursement  for expenditures  relating  to  the restoration  or replacement  of the Project, or portions thereof, which are damaged  or destroyed  by casualty or taken  by  eminent  domain, but  only to the  extent  that  the  amounts  for the  Project  (including proceeds of casualty insurance or any eminent domain award, any funds deposited therein by the









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Company,  and  any  investment  income  thereon)  are  available  therefor  under  the  terms  of the Lease. This agency appointment shall terminate upon the retirement of the Bonds. Such termination shall not affect any right the Company has to reimbursement that accrued prior to the effective date of the termination and shall not affect the Company's indemnification obligations herein.


ARTICLEV


EFFECTIVE DATE OF THIS LEASE; DURATION OF LEASE TERM; 
RENTAL PROVISIONS; NATURE OF OBLIGATIONS OF COMPANY


Section 5.1.  Effective Date of this Lease; Duration of Lease Term.


(a)This Lease shall be effective when delivered on the date of issuance of the Bond. The term hereof (the "Lease Term"), shall expire at 11:59 p.m.  Gordon County, Georgia  time, on December  1, 2022.


(b)Notwithstanding any expiration or termination of this Lease, those covenants and obligations that by the provisions hereof are stated to survive the expiration or termination of this Lease shall survive the expiration or earlier termination of this Lease.


Section 5.2. Delivery and Acceptance of Possession. The Company shall, commencing with the date of delivery of this Lease (or such later date as is provided for in Section 3.1 hereof), have possession, custody and control of the Project as it exists on such date, and the Company hereby accepts such possession, custody  and  control,  subject  to  the  Permitted  Encumbrances. The Issuer covenants and agrees that it shall not take any action, other than pursuant to Article X of this Lease, to prevent the Company from having possession and  enjoyment  of the Project during the Lease Term and shall, at the request of the Company, if indemnified by the Company, cooperate with the Company in order that the Company may have peaceful possession and enjoyment of the Project.


Section 5.3. Rents and Other Amounts Payable.


(a)Basic Rent: Until the principal of, redemption  premium,  if any, and interest on the Series 2012B Bond shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Bond Resolution, the Company shall pay to the Holder, for the account of the Issuer, as Basic Rent for the Project on or before 11:00 a.m., Gordon County, Georgia time, on each date on which Debt Service on the Series 2012B Bond is due, a sum equal to the amount payable on that date as Debt Service on the Series 2012B Bond, as provided in the Bond and in the Bond Resolution. Such Basic Rent payments shall be applied to and credited as Debt Service payments on the Series 2012B Bond. Upon payment in full of the Series 2012B Bond as described above, the Company shall pay to the Issuer, as Basic Rent for the Project, an annual sum of$I 00 for the remainder of the Lease Term.


(b)Additional  Rent:


(i)The Company agrees that, during the Lease Term, it shall pay directly to the  Issuer,  as  Additional  Rent,  an  amount  sufficient  to  reimburse  the  Issuer  for  all reasonable expenses and advances incurred by the Issuer in connection with the Project subsequent to the execution of this Lease, including, but not limited to, the reasonable fees and expenses of counsel for the Issuer, provided that the same are incurred as a result of the failure of the Company to comply 

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with the terms of this Lease or are subject to payment or indemnification  by the Company under this Section 5.3(b)(i) or Sections 6.6, 8.4 or 10.4 hereof. All payments of Additional Rent described in this paragraph shall be billed to the Company by the Issuer from time to time, together with a statement ce1tifying that the amount for which reimbursement is sought for one or more of the above-described expenditures has been incurred or paid by the Issuer. Amounts so billed shall be paid by the Company within thirty (30) days after receipt of the bill, which shall contain reasonable detail, by the Company; the right of the Issuer to payments under this paragraph is one of the Unassigned Rights. In the event the Company shall fail to make any of the payments required in this Section 5.3(b)(i), the unpaid amount shall continue as an  obligation of the Company until fully paid, and shall accrue interest from such thirtieth day at the Default Interest Rate.


(ii)    The Company agrees that, during the Lease Term, it shall pay directly to the  Holder,  as Additional  Rent,  an  amount  sufficient  to  reimburse  the  Holder  for  all expenses and advances reasonably  incurred by the Holder hereunder  in connection with the Project subsequent to the execution of this Lease, including, but not limited to, the reasonable  fees  and  expenses  of  counsel  for  the  Issuer,  provided  that  the  same  are incurred as a result of the failure of the Company to comply with the terms of this Lease or are subject to indemnification by the Company under this Section 5.3(b)(ii) or Sections 6.6, 8.4 or I 0.4 hereof. All payments of Additional Rent described in this paragraph shall be billed to the Company by the Holder from time to time, together with a statement. If the bill relates to a reimbursement, ce1tifying that the amount for which reimbursement is sought for one or more of the above-described  expenditures has been incurred or paid by the Holder. Amounts so billed shall be paid by the Company within thirty (30) days after receipt of the bill by the Company. In the event the Company shall fail to make any of the payments  required  by  this  Section 5.3(b)(ii),  the  unpaid  amount  shall  continue  as  an obligation of the Company until fully paid, and shall accrue interest from such thirtieth day  at the Default  Interest  Rate. The Holder  shall  be  a third-party  beneficiary  of this Section 5.3(b)(ii) and shall be entitled to enforce the same against the Company, subject to the provisions of this Lease.


Section 5.4. Place of Rental Payments. The Basic Rent provided for in Section 5.3(a) hereof, shall be paid directly to the Holder for the account of the Issuer in the manner provided in the Series 2012B Bond or in the Bond Resolution or Credit Agreement for the payment of Debt Service on the Series 2012B Bond. Such payments shall be made in lawful money of the United States of America; provided, however, that so long as the Company is both the lessee of the Project and the Holder of the Series 2012B Bond, such payments shall be deemed to have been made, without the necessity of any funds being transmitted.


The Additional Rent provided for in Section 5.3(b)(i) and any interest on late payments thereof  shall  be  payable  directly  to  the  Issuer.  The  Additional  Rent  provided   for   in Section 5.3(b)(ii) and any interest on late payments thereof shall be payable directly  to  the Holder.

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Section 5.5. Nature of Obligations of Company Hereunder.


(a)The obligations of the Company to make the payments required in Section 5.3 hereof shall be absolute and unconditional irrespective of any defense or any rights of set-off, recoupment, or counterclaim, except payment, it may otherwise have against the Issuer or the Holder; provided, however, the Company shall not be obligated to pay Basic Rent if, for any reason, the Company is prevented or prohibited from receiving Debt Service during a period when the Company is also the Holder, irrespective of the reason therefor. The Company agrees that it shall not suspend, abate, reduce, abrogate, diminish, postpone, modify, or discontinue any payments provided for in Section 5.3(a) hereof, or except as provided in Section 11.1 hereof, terminate its obligations under this Lease, for any contingency, act of God, event, or cause whatsoever,  including, without  limiting the generality of the foregoing, failure of the Company to occupy or to use the Project as contemplated in this Lease or otherwise, any change or delay in the time of availability of the Project, any acts or circumstances which may impair or preclude the use or possession of the Project, any defect in the title, design, operation, merchantability, fitness, or condition of the Project or in the suitability of the Project for the Company's purposes or needs, failure of consideration, any declaration or finding that the Series 2012A Bond or Series 2012B Bond is unenforceable or invalid, the invalidity of any provision of this Lease, any acts or circumstances that may constitute an eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or the use of all or any part of the Project, failure of the Issuer's title to the Project or any part thereof, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either  thereof or  in the rules or regulations of any governmental authority, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Lease.


(b)Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained. In the event the Issuer should fail to perform any such agreement on its part, the Company may institute such action against the Issuer as the Company may deem necessary to compel performance so long as such action does not abrogate the Company's obligations hereunder. The Issuer hereby agrees,  to  the  extent legally permissible, that it shall not take or omit to take any action that would cause this Lease to be terminated without the prior written consent of the Holder(s) of the Bonds.


(c)The Company may, however, at its own cost and expense and in its own name or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect its right of possession, occupancy, and use hereunder, and in such event the Issuer hereby agrees to cooperate fully with the Company and to take all action necessary to effect the substitution of the Company for the Issuer in any such action or proceeding if the Company shall so request, including without limitation, to join in any legal or administrative proceeding, at the request of the Company, so long as  the Company reimburses the Issuer in  accordance  with Section 5.3(b) hereof.


Section 5.6. Restrictions on the Use of Project. The Project may be used only for the limited purposes permitted by the Act. The Company shall not permit the Project, or any part



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thereof, to be used  in any fashion that would violate any law. The Issuer's right to enforce this covenant shall be among the Unassigned Rights.


ARTICLE  VI 


MAINTENANCE, TAXES, INSURANCE
AND EMINENT DOMAIN


Section 6.1. Maintenance of Project. The Issuer shall not be under  any  obligation  to renew, repair, or maintain any portion of the Project or to remove and replace any inadequate, obsolete, worn out, unsuitable, undesirable, or unnecessary portion thereof. The Company, shall maintain, or cause to be maintained, the Project at the expense of the Company. Subject to the provisions of Article VII hereof, the Company, at its own expense, may from time to time make any Additions or Alterations and any modifications, upgrades, replacements and substitutions to the Project that it may deem desirable for its purposes. Subject to the provisions of Section 9.7 hereof, such Additions or Alterations and any modifications, upgrades, replacements and substitutions to the Project so made shall become a part of the Project. The Company shall not do, or permit any other Person under its control to do, any work in or about the Project or related to any repair, rebuilding, restoration, replacement, alteration of, or addition to the Project, or any part thereof, unless the Company or such other Person shall have first procured and paid for all requisite municipal and other governmental permits and authorizations. All such work shall be done in a good and workmanlike manner and in compliance with all applicable laws, ordinances, governmental regulations, and requirements. Notwithstanding  the  foregoing,  in  the  event  any party of the Project, or any party thereof, is damaged or destroyed by casualty, the Company's obligations to repair or replace the Project, or such portion thereof  so damaged  or destroyed, shall be governed exclusively by Article VII hereof.


Section 6.2. Removal of Fixtures or Equipment. The Company shall not be under any obligation to renew, repair, or replace any  inadequate,  obsolete,  worn  out,  unsuitable, undesirable, or unnecessary fixtures or items of Leased Equipment that are a part of the Project. If any fixture, item of Leased Equipment or parts thereof have become obsolete or worn out, the Company, in its sole and absolute discretion, at its own expense may remove from the Project such fixtures, item of Leased Equipment or parts thereof and dispose of them (as a whole or in part) without any responsibility or accountability to the Issuer therefor, in which case  the removed property shall cease to be a part of the Project. If the Company, in its sole and absolute discretion, determines that any fixtures, item of Leased Equipment or parts thereof  should  be sold or traded in, then the Company may do so provided that it either: (a) replaces such fixture or item of Leased Equipment or parts with other items of property having a value at least equal to the net book value of the property sold or traded in and causes title to such replacement property to be transferred to the Issuer, whereupon the replacement property shall become a part of the Project; or (b) prepays in part the principal of the Bonds in an amount equal to the net book value of the property sold or traded in. At the written request of the Company, the Issuer shall execute such instruments as shall be required to convey title to any such removed fixture or parts thereof to the Company, to the purchaser thereof or to the person accepting the same as a trade in and the Bondholder shall release the lien and security interest of the Security Document therein. The removal from the Project of any fixture, item of Leased Equipment or parts thereof pursuant to the provisions  of this Section shall not entitle the Company to any abatement or diminution of

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the rental payments payable under Section 5.3 hereof (except to the extent that a prepayment of principal or a credit in reduction of principal of the Bonds may result in a reduction of Debt Service on the Bonds and a corresponding reduction in the Basic Rent hereunder).


Section 6.3. Taxes, Other Governmental Charges, and Utility Charges.


(a)The Company shall, throughout the Lease Tenn, duly pay and discharge, as the same become due and payable: (i) all taxes, special assessments for benefits and governmental charges of any kind whatsoever that may (on account of a change in law or otherwise) at any time be lawfully assessed or levied against or with respect to the interests of the Issuer, of the Company and of the Holder in the Project, (ii) any taxes levied upon or with respect to the lease revenues and receipts of the Issuer from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts therefrom prior to or on a parity with the charge, pledge, and assignment thereof created and made in the Security Document and the Assignment, (iii) all utility and  other charges  incurred  in the  operation,  maintenance,  use, occupancy,  and upkeep of the Project, and (iv) other levies, permit fees, inspection and license fees and all other charges imposed upon or assessed against the Project or any part thereof or upon the revenues, rents, issues, income and profits of the Project or arising in respect of the occupancy, uses or possession thereof. Both the Issuer and the Holder shall be entitled to enforce the provisions of this Section, and the Issuer's right to enforce the same is one of the Unassigned Rights. It is the understanding of the parties that, under the Act, the Issuer's interest in the Project is exempt from ad valorem taxes. The Company's interest in the Project is a mere usufruct and bailment for hire (which are not separately taxable estates) and not an estate for years (which would be an estate in which the leasehold interest would be taxable based on the value of the leasehold interest). Thus, while this Lease is in effect, the Company shall pay no actual taxes on its leasehold or bailment for hire interest in the Project under this Lease. However, in order to prevent the taxing authorities from being deprived of revenues relating to the Project during the period title thereto is in the Issuer, the Company shall, in consideration of the lease structure and other benefits, make payments in lieu of taxes as provided in the PILOT Agreement. The Company shall exhibit to the Issuer and to the Holder, upon request, validated receipts showing the payment of any payments of taxes, payments in lieu of taxes and other charges which may be or become a lien or encumbrance on the Project.


(b)Upon notifying the Holder and the Issuer of its intention to do so, the Company may, at its own expense and in its own name and behalf or in the name and behalf of the Issuer and in good faith, contest any such taxes, assessments, and other charges and, in the event of any such contest, may permit the taxes, assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom, but only so  long as neither  the Project nor any part thereof will be subject to imminent loss or forfeiture by reason of such nonpayment; provided, that no such contest may be made in 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 necessity from the Issuer in writing.


(c)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.

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Section 6.4. Insurance Required.


(a)The Company, at its expense, throughout the Lease Tenn, shall carry  the following  insurance:


(i)hazard and casualty insurance (including flood insurance if available at reasonable cost) on the Project, in amounts (taking into account a deductible of not more than  $250,000 per  occurrence  not  less  than  the  lesser  of (A)  an  amount  not  less than l 00% of replacement cost of the Project or (B) full insurable value of the Project; all hazard, casualty, and flood insurance policies obtained by the Company as required by this Section 6.4(a)(i) shall be endorsed to name the Issuer and  any  Lender  as  co-loss payees payable and shall be payable to the Issuer or the Holder, as assignee of the Issuer, without contribution, under a standard mo1tgagee clause (the deductible amount specified above may be increased with the written consent of the Issuer);


		
	(ii)
	general  liability  insurance,  in amounts  of $1,000,000 per  occurrence  and


$2,000,000 in aggregate, subject to deductibles per occurrence not to exceed $250,000; such policy or policies shall name the Issuer and the Holder as additional insureds (the deductible amount specified above may be increased with the written consent of the Issuer and the Holder); and


(iii)worker's compensation insurance as required by law relating to the Company's employees working at the Project.


(b)The Issuer, by the Security Document, shall assign its interest in the casualty insurance described in Section 6.4(a)(i) to the Holder, together with all unearned premiums as further security for the Series 2012A Bond.


(c)The Issuer, the Holder and any Lender shall each, respectively, be entitled to enforce the provisions of this Article insofar as their rights are concerned and the Issuer's right to enforce this Article shall be one of the Unassigned Rights. So long as the Company or an Affiliate is the owner of the Bonds, the Company shall, however, have the exclusive right to make all elections, determinations, settlements, or decisions with respect to any hazard and casualty insurance policy or the proceeds thereof that may be affected by the provisions of this Section 6.4. So long as the Company or an Affiliate is the owner of the Bonds and without limiting the foregoing, the Company shall have the right to make all settlements as to any casualties that affect the Project without the consent of the Issuer. Furthermore, so long as the Company or an Affiliate is the owner of the Bonds, the Company shall have the right to pledge to a Lender all of the hazard and casualty insurance proceeds with respect to a casualty affecting the Project and to grant to the Lender the right to govern the distribution of such funds, which shall be superior to the rights of the Holder thereto. The Issuer acknowledges and agrees that, so long as the Company or an Affiliate is the owner of the Bonds, the Lender may require the application of the insurance proceeds to the indebtedness owed to the Lender by the Company and, in such event, the insurance proceeds may not be applied in their entirety to the restoration of the Project.



20








Section 6.5. Application of Net Proceeds of   Insurance.  The  Net  Proceeds  of  the liability insurance carried pursuant to the provisions of Section 6.4 shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds have been paid. The Net Proceeds of casualty insurance carried pursuant to Section 6.4 shall be paid jointly to the Holder and the Company, and shall be transferred to the Custodian and deposited in the Project Fund to be applied as provided  in Article VII hereof, or if the same has been pledged to a Lender, the same shall be transferred to such Lender or otherwise applied as provided in any Superior Security Document or other agreement between the Company and such Lender.


Section 6.6. Advances by the Issuer or the Holder. If the Company shall fail to do or cause to be done any act or pay any taxes, assessments, charges or insurance premiums required by this Article, the Issuer or the Holder may (but shall be under no obligation to), after expiration of applicable notice and cure periods, do any such act or pay  any  such  taxes,  assessments, charges or premiums required by this Article, and all amounts so advanced therefor by the Issuer or the Holder shall become an additional obligation of the Company to the one making the advancement, which amounts shall constitute Additional Rent which shall be  payable,  with interest as provided in Section 5.3(b). Any remedy herein vested  in the Issuer for the collection of rent shall also be available to the Holder for the collection of any Additional Rent payable to the Holder on account thereof.


Section 6.7. Eminent  Domain. If the Issuer or the Company obtains knowledge of the institution or threat of institution of any proceedings for the taking of the Project or any portion thereof by exercise of the power of eminent domain, it shall immediately notify the other party hereto and shall also notify the Holder of such proceedings. The Holder may participate in any such proceedings and the Issuer and the Company from time to time shall deliver to the Holder all instruments requested by it to permit such participation. The Issuer and the Company shall not settle any eminent domain proceeding relating to the Project or  any part  thereof  or  sell  the Project or any part thereof under threat of eminent domain without the prior written consent of the Holder, which consent shall not unreasonably be withheld, conditioned or delayed. The Net Proceeds of any eminent domain award or any sale in lieu of a taking by eminent domain shall be paid jointly to the Holder and the Company, and shall be transferred to the Custodian  and deposited in the Project Fund to be applied as provided in Article VII hereof. Notwithstanding the foregoing, with the consent of the Holder, the Net Proceeds of eminent  domain  may  be pledged to a Lender, which shall be superior to the rights of the  Holder  thereto,  and  if  so pledged, shall be applied in accordance with the terms of such pledge.


ARTICLE VII


DAMAGE, DESTRUCTION, AND CONDEMNATION


Section 7.1. Election to Repair, Restore or Replace. If any portion of the Project is damaged, destroyed or taken by eminent domain or is sold (under threat of eminent domain or otherwise), the Net Proceeds shall be deposited upon receipt in the Project Fund, which shall be held by the Custodian, unless the same are otherwise required to be used as may be provided in any pledge thereof to a Lender. Subject to the rights of any Lender, the Company may, within 210 days following the receipt of such Net Proceeds, elect to use such Net Proceeds, in whole or in part, to repair, restore or replace the Project. Any property  repaired,  restored  or acquired to

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replace any property which was a pat1 of the Project shall become a part of the Project. Upon the completion of such repair, restoration or replacement of the Project and payment of all costs thereof, any unspent Net Proceeds and investment income remaining in the Project Fund may be used, at the election of the Company, to acquire additional property for the Project or to prepay and redeem principal of the Bond.


Section 7.2. Election Not to Repair, Restore  or  Replace.  If an  election  to  repair, restore or replace damaged, destroyed or taken portions or all of the Project is not made within the time provided in Section 7.1, above, or if prior to such time the Company notifies the Issuer and the Holder that it elects not to repair, restore or replace damaged, destroyed or taken portions or all of the Project, the Company shall immediately apply such moneys to prepay principal of the Bonds, unless otherwise provided in a pledge to a Lender. If the Bonds are not fully retired, the obligation to pay Basic Rent hereunder shall remain in full force and effect, without abatement or diminution (except to the extent the amount of Basic Rent is reduced on account of such prepayment). If the Company is then the Holder of the Bonds, and the Bonds are not fully retired, the Company may surrender the Bonds for cancellation, whereupon the obligation for payment of Basic Rent shall terminate, and any obligation for Additional  Rent  theretofore accrued shall become immediately due and payable.


ARTICLE VIII


ADDITIONAL COVENANTS; ADDITIONAL BONDS


Section 8.1. No Warranty of Condition or Suitability by the Issuer. THE ISSUER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, CONDITION, OR WORKMANSHIP OF ANY PART OF THE PROJECT OR THAT THE SAME WILL BE SUITABLE  FOR  THE  COMPANY'S PURPOSES OR NEEDS.


Section 8.2. Access to the Project and Records. The Issuer, the Holder, any Lender and their respective duly authorized representatives and agents, shall have the right, upon reasonable notice to the Company and subject to any reasonable restriction imposed by the Company for safety purposes or for the protection of its patents, trademarks, trade secrets, and other confidential or proprietary information, to enter the Project at all reasonable times during the Lease Term, if accompanied by a Company representative, for the purpose of (i) examining and inspecting the Project and (ii) performing such work relating to the Project as has been made necessary by reason of an Event of Default.


Section 8.3.  Good Standing in the State. The Company agrees that, if required  by  law, it will be in good standing in the State while this Lease is in effect.


Section 8.4.  Indemnity.


(a)    The Company shall, and agrees to, indemnify and save the Issuer and the Holder and their respective officials, directors, officers, members, counsel, agents and employees (the "Indemnified Persons") harmless against and from all claims  by or on  behalf  of any Person arising from the conduct or management  of or from any work or thing done at the building  at

22








which the Project is located and against and from all claims arising from or relating to (i) any condition of the installation of or the operation of the Project, (ii) any act or negligence of the Company or of any of its agents, contractors, servants, employees, or licensees, (iii) any act or negligence of any assignee or subtenant of the Company or of any agents, contractors, servants, employees, or licensees of any assignee or subtenant of the  Company,  (iv)  any violation  or alleged violation of any federal or State securities laws, or (v) any legal proceeding relating to the non-taxability or taxability of this Lease or the Project or the interest of the Issuer in the Project. However, with respect to matters referred to in the preceding clauses (i), (ii), (iii) or (iv), this indemnity shall not apply, as to the Issuer, to any acts of gross negligence or willful misconduct or intentional misconduct of the Issuer and, as to the Holder, to any acts of gross negligence or willful misconduct or intentional misconduct of the Holder, or  in  the  case  of matters referred to in clause (iv), this indemnity shall not apply to the Holder if the Holder has acquired the Bonds other than in a bona fide private placement and has failed to perform a thorough due diligence investigation in connection therewith. The Company shall indemnify and save the Issuer and the Holder (and the other Persons and entities referred to above, as appropriate) harmless from and against all reasonable costs and expenses incurred in or in connection with any such claim or in connection with any action or proceeding brought thereon, including reasonable attorneys' fees, and upon notice from the Issuer, the Company shall defend it (and the other persons and entities referred to above, as appropriate) in  any such action or proceeding, except for the gross negligence or willful misconduct  of the Indemnified  Person or its failure to comply with applicable local, state or federal law in any material respect. The indemnities set forth above specifically extend to, but are in no way limited to, governmental or other claims relating to any actual or alleged violation of any Environmental Laws, regardless of whether or not any such violation relates to any period prior to the acquisition of the Project by the Issuer or its acquisition theretofore by the Company.


(b)    Notwithstanding the fact that it is the intention of the parties that the Indemnified Persons referred to in (a), above, shall not incur pecuniary liability by reason of the terms of this Lease or the Bond Resolution, or the undertakings required of the Issuer hereunder or by reason of (i) the issuance of the Bonds, (ii) the execution of this Lease or the adoption of the Bond Resolution, (iii) the performance of any act required by this Lease or the Bond  Resolution, (iv) the performance of any act requested by the Company, or (v) any other costs, fees, or expenses incurred by the Issuer with respect to the Project or the acquisition thereof, including all claims, liabilities, or losses arising in connection with the violation of any statutes or regulations pertaining to the foregoing, nevertheless, if any such Indemnified Person should incur any such pecuniary liability, then in such event the Company shall indemnify and hold harmless such Indemnified Person against all claims by or on behalf of any Person arising out of the same and all reasonable costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, including reasonable attorneys' fees, and upon notice from the Issuer, the Company shall defend the Issuer in any such action or proceeding; provided that if a court of competent jurisdiction determines that any of the provisions of this Section violate 0.C.G.A. § 13-8-2 and are applicable to this Lease, the indemnity contained  in this  Section  8.4  shall  not  extend  to  any  indemnification   which  is  prohibited  by  O.C.G.A. § 13-8-2.


(c)    Nothing contained in this Section 8.4 shall require the Company to indemnify any Indemnified  Person  for  any  claim  or  liability  for  which  the  Company  was  not  given  any

23








opportunity to contest or for any settlement of any such action effected without the Company's consent (assuming such rights are available and have not been waived in writing by the Company). The indemnity of the Indemnified Persons contained in this Section 8.4 shall survive the termination of this Lease.


The Issuer and the Holder shall each be entitled to enforce its right to indemnification under this Section, and the Issuer's right to indemnification hereunder shall be one of the Unassigned Rights.


Section 8.5. Licenses and Permits. The Company shall do all  things  necessary  to obtain, maintain, modify, supplement and renew, from time to time, as necessary,  all public filings, permits, licenses, franchises, and other governmental approvals necessary  for  its ownership of and activities relating to the Project, the lack of which would have a  material adverse effect upon the Company's ability to meet its obligations under this Lease.


Section 8.6. Compliance with Laws. The Company warrants that throughout the Lease Term it shall, at its own expense, maintain the Project,  in all material  respects, in compliance with all applicable life and safety codes and all applicable building and zoning, health, environmental, and safety ordinances  and laws,  including the  Occupational  Health  and Safety Act and all applicable Environmental Laws, and all other applicable laws, ordinances, rules, and regulations of the United States of America, the State, and any political subdivision or agency thereof having jurisdiction over the Project and which relate to the operations of the Project, any violation of which would have a material adverse effect on the Company's  ability  to  fully perform its obligations under this Lease. The Company's use of the Project shall, in all material respects, conform to all laws and regulations of any governmental authority  possessing jurisdiction thereof, and the Company shall, in  its use or operation of the Project, not discriminate or permit discrimination on the basis of race, sex, color or national origin in any manner prohibited by local state or federal laws, rules, orders or regulations.


The Company may, at its own expense and in its own name and behalf or in the name and behalf of the Issuer and in good faith, contest any allegation that it has not complied with the laws described in this Section 8.6 and, in the event of any such contest, the provisions of this Section 8.6 shall not apply to any such alleged violations of law during the period of such contest and any appeal therefrom. The Issuer shall, at the expense of the Company, cooperate fully with the Company in any such contest.


The Issuer and the Holder shall each be entitled to enforce the provisions of this Section, and the Issuer's right to enforce this Section shall be one of the Unassigned Rights.


Section 8.7. Granting and Release of Easements. If no Event of Default shall have happened and be continuing, the Company may at any time or times cause to be  granted, modified, amended, released or terminated conveyances to public authorities or utilities, easements, licenses, rights of way (temporary or perpetual and including the dedication of public highways), plats, covenants, restrictions and agreements with respect to any property included in the Project and other contracts or agreements helpful in effecting the development, construction, maintenance, operation or restoration of the Project and such grant will be free from the lien or security interests created  by the Security Document or this Lease and the Issuer agrees that  it



24








shall execute and deliver any instrument necessary or appropriate to confirm,  grant,  amend, modify, terminate or release any such matters within fourteen (14) business days upon receipt of:
		
	(i)
	a copy of the operative instrument, and (ii) a written application of the Company signed by an


Authorized Company Representative requesting such instrument and stating (I) that such matter is not detrimental to the proper conduct of the business of the Company, and (2) that such matter will not impair the effective use or materially interfere with the operation of the Project and will not weaken, diminish or impair the security intended to be given by or under the Security Document.


ARTICLE IX


ASSIGNMENT,  SUBLEASING,  ENCUMBERING, 
AND SELLING; REDEMPTION;  RENT PREPAYMENTS;
ABATEMENT;  AND EQUIPMENT


Section 9.1.  Assignment and Subleasing.


(a)The Company may sublease the Project, as a whole or in part. No sublease shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any such sublease, the Company shall continue to remain primarily liable for payment of the rents specified in Section 5.3 hereof and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it. The Company shall furnish or cause to be furnished to the Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the provisions hereof and for purposes permitted by the Act. The Issuer shall have the right, at any time and from time to time, to notify any sublessee of the rights of the Issuer as provided by this Section. The Issuer,  at the request of the Company, shall enter into a non-disturbance agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease.


(b)The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the survivor of a consolidation, merger or transfer of substantially all of the assets of the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be assigned to the Holder of the Bonds without the consent of the Issuer. This Lease may be assigned to an Affiliate of the Company with the prior written consent of the Holder  and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer's consent shall not unreasonably be withheld, conditioned or delayed.


(c)Notwithstanding anything to the contrary set forth in this Lease,  the  Company may assign its interest in this Lease pursuant to an Exempt Assignment (hereinafter defined) without the approval of the Issuer or the Holder of the Bonds.


		
	(I)
	An "Exempt Assignment" means any of the following assignments:




		
	(i)
	Any bona fide Leasehold Mortgage;











25








(ii)    The acquisition by any grantee or a Leasehold Mortgagee or its designee of the Company's interest in this Lease through the exercise of any right or remedy of such Leasehold Mortgagee under a bona fide Leasehold Mortgage, including any assignment of the Company's interest in this Lease to a Leasehold Mortgagee or its designee made in lieu of foreclosure;


(iii)    Any foreclosure sale by any Leasehold Mortgagee pursuant to any power of sale contained in a bona fide Leasehold Mo1tgage;


(iv)    Any sale or assignment of the Company's interest in this Lease by any Leasehold Mortgagee (or its designee) which has acquired the Company's interest in this Lease by means of any transaction described above;


(v)    Any sale or assignment of the Company's interest in this Lease to the holder of a Superior Security Document;


(vi)    Any sale or assignment of the Company's interest in this Lease to any Qualified Real Estate Investor (hereinafter defined);


(vii)    Any sale or assignment of the Company's interest in this Lease to any person if (a) the Company or the proposed assignee provides Adequate Financial Assurance (hereinafter defined) of the payment of rent and other financial obligations under this Lease for the period the proposed assignee is the Company under this Lease, and (b)  the proposed assignee  has  sufficient commercial real estate experience with respect to properties  similar to the development being assigned to properly manage, or oversee the management of, the development being assigned; and


(viii)    Any sale or assignment in connection with any sale/leaseback or other arrangement entered into by the Company in connection with a financing transaction.


(ix)    Any sale or assignment to any of the following:


(A)Any savings bank, savings and loan  association, commercial bank, or trust company having shareholder equity (as determined in accordance with GAAP accounting) of at least $10,000,000;


(B)Any college, university, credit union, trust or insurance company having assets of at least $10,000,000;


(C)Any employment benefit plan subject to ERISA having assets held in trust of $10,000,000 or more;


(D)Any pension plan established for the benefit of the employees of any state or local government,  or  any  governmental authority, having assets of at least $10,000,000;



26










(E)Any limited partnership, limited liability company or other investment entity having committed capital of $10,000,000 or more;


(F)Any corporation, limited liability company or other Person having shareholder equity (or its equivalent for non-corporate  entities) of at least $10,000,000;


(G)Any lender which performs real estate lending functions similar  to   any  of  the   foregoing,   and   which   has  assets  of  at  least
$10,000,000; and


(H)Any partnership having as a general partner any person or entity described in the preceding subparagraphs of this definition, or any corporation, limited liability company or other person  or  entity controlling, controlled by or controlled with any person or entity described in the preceding subparagraphs of this definition.


(2)    "Adequate Financial Assurance" means a  guaranty  of  payment  of  the rent and other financial obligations of the Company under this Lease made by a Qualified Real Estate Investor for the period of time that a proposed assignee of this Lease is the Company under this Lease.


(3)    "Qualified Real Estate Investor" means any Person domiciled within the United States of America that has, together with its Affiliates, a minimum net worth (treating any subordinated or mezzanine financing as equity) at least equal to the lesser of (i) $10,000,000 or (ii) 20% of the appraised value of the Land, as of the date of its (or their) last audited financial statements or as otherwise certified by an independent ce1tified public accountant or firm thereof, provided the managers of such Person or its Affiliates have sufficient commercial real estate experience with respect to developments similar to the Project or have hired a manager or separate management company that has such experience and will manage, or oversee the management of, the Project. For purposes of the above the term "last audited financial statements" shall be deemed to include unaudited financial statements compiled by an independent certified public accountant or firm thereof accompanied by an accountant's letter or unaudited financial statements ce1tified by a member of the management of the proposed assignee of this Lease.


(d)Any  assignment  authorized  by this  Section  9.1  shall be  subject to each  of the following conditions:


(i)Any such assignee shall agree to fully and unconditionally assume all obligations of the Company under this Lease, including, without limitation, all indemnity provisions contained in this Lease, whereupon the assignor  shall  automatically  be released from  all obligations arising under this Lease accruing prior to the assignment; and


(ii)The Company shall, within thirty (30) days prior to the execution of any assignment or any merger, consolidation  or sale of substantially all of its assets, furnish



27












or  cause  to  be  furnished  to  the  Issuer  a  true  and  complete  copy  of  such  proposed assignment or documents of merger, consolidation or sale of assets, as the case may be. The Company or such assignee shall, within thirty (30) days after the execution thereof, furnish or cause to be furnished to the Issuer a true and complete copy of such assignment or documents of merger or consolidation or sale of assets, as the case may be, as actually executed. The Issuer and the Holder shall have the right, at any time and from time to time, to notify any assignee of their rights under this paragraph.


Any purported assignment in violation of this Section shall be void, as the interest of the Company, being a usufruct and bailment for hire, is not assignable except as herein provided. In the case of an assignment that is permitted hereby or that is consented to as herein described, the assignee may not further assign this Lease except in accordance with this Section.


Section 9.2.  Provisions  Relating  to  Sale,  Encumbrance,  or   Conveyance   of   the Project by the Issuer. Except pursuant to the Security Document or a Superior Security Document executed by the Issuer at the written request of the Company, and except for any sale under threat of a taking by eminent domain or a sale pursuant to Article VI hereof, the Issuer agrees that, during the Lease Term, it shall not, except pursuant to or as permitted by the Security Document: (I) directly, indirectly, or beneficially  sell, convey, or otherwise dispose of any part of its interest in the Project, (2) permit any part of the Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale  contract,  title  retention arrangement, finance lease, or other charge of any kind, without the written consent of the Company, and (3) assign, transfer, or hypothecate (other than pursuant to the Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation,  merger, or transfer, the due and punctual payment of the principal of, premium, if any, and interest on the Bond according to its tenor, and the due and punctual performance and observance of all the agreements and conditions of this Lease, the Bond Resolution and the Security Document to be kept and performed by the Issuer, shall be expressly assumed in writing by the public  body resulting from such consolidation or surviving such merger or to which the Project shall be transferred as an entirety. All such trade fixtures, machinery, equipment, software and  other personal property may be removed from the Project by the Company, any such assignee, any such equipment lessor, or any Person to which the same is pledged, and the Issuer and  the Company shall provide access, ingress and egress to any such Person for purposes of inspection. repair, maintenance or removal of any such trade fixtures, machinery, equipment, software and other personal property.


The Issuer, at the written request of the Company with the prior written consent of each Holder of the Bonds, shall execute and deliver to a Lender, or shall join the Company in the execution and delivery to a Lender, of a Superior Security Document in favor of such Lender with respect to the Project which encumbers the Issuer's fee interest and execute any related documents in connection with the Company's financing or refinancing of the Project. At the Company's written  request, and with the prior written  consent of each Holder, the Issuer shall,



28












by a subordination agreement, subordinate its fee simple interest and estate in the Project to a Leasehold Mortgage. Any such Superior Security Document or subordination agreement shall be prepared at the expense of the Company and reviewed at the expense of the Company and shall be subject to the approval by the  Issuer, which approval shall not unreasonably be withheld, conditioned  or delayed.


Section 9.3. Pledge of this Lease by the Company. The Company may finance and refinance any debt secured by the Project freely and may pledge its interest  hereunder without the consent of the Issuer. In accordance with the provisions of Section 9.2 above, the Issuer, at the written request of the Company with the written consent of the Holder, shall execute and deliver to a Lender any documents related to such pledge, financing or refinancing requested by the Company or Lender. The Issuer and Company acknowledge and agree that in the event of a foreclosure of any Leasehold Mortgage, the purchaser at such foreclosure shall become the "Company"  hereunder.


Section 9.4. Redemption of  Bonds.  The Issuer, at the written request  of the  Company and if the Company provides funds therefor, shall forthwith take all steps that may be necessary under the redemption or defeasance provisions  of the Bond Resolution to effect the redemption or defeasance of all or part of the then outstanding Bonds, as may be specified by the Company, on the earliest date on which such redemption or defeasance may be made under such applicable provisions. If there is an acceleration of the Bonds,  the Company shall immediately cause the Bonds to be redeemed or cancelled.


Section 9.5. Prevavment of Rents. There is expressly reserved  to  the  Company  the right, and the Company is authorized and permitted, at any time it may choose, to prepay all or any pat1 of the Basic Rent payable under Section 5.3(a) hereof, and the Issuer agrees that it shall accept such prepayments of rents when the same are tendered by the Company. All Basic Rent so prepaid shall at the written direction of the Company be credited toward the Basic Rent payments specified in Section 5.3(a) hereof, in the same manner as such payments are applied to the payment of Debt  Service in accordance with terms of the Bonds and the Bond Resolution. The Company shall also have the right to surrender the Bonds, if it is then  owned  by  the Company, to the Issuer for cancellation, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and no further Basic Rent shall be paid, as provided in Section 9.6, below.


Section 9.6. Company Entitled to Certain Rent Abatements if Bonds Paid Prior to Maturity. If at any time the Bonds shall cease to be outstanding, under circumstances not resulting in termination of the Lease Term, and if the Company is not at the time otherwise in default hereunder, the Company shall be entitled to use the Project from the date such Bond is no longer outstanding to, and including the end of, the Lease Term, with no obligation to make payments of Basic Rent specified in Section 5.3(a) hereof during that interval (but otherwise on the terms and conditions hereof).


Section 9.7. Installation of Other  Macltine1y  and  Rented  Equipment.  The  Company may from time to time, in its sole discretion and at its own expense, install trade fixtures, machinery, equipment, and other personal property at the Project. All such trade fixtures, machinery, equipment, and other personal property which are not transferred to the Issuer as part









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of the Project shall remain the sole property of the Company (or of any leasing company from whom the Company may be renting such items), and the Company (or such leasing company) may remove the same from the Project at any time, in its sole discretion and at its own expense, provided, however, that the Company or such leasing company shall not be prohibited from transferring its interest in trade fixtures, machinery, equipment, and other personal  prope1iy  at the Project to the Issuer in a bond transaction. The Company or such leasing company, as applicable, may create any mortgage, encumbrance, lien, or charge on any such trade fixtures, machinery, equipment, and other personal property that is not a part of the Project. Unless so transferred to the Issuer in such a bond transaction, the Issuer shall not have any interest in and waives any lessor's lien that it may have on any such trade fixtures, machinery, equipment, or other personal property so installed pursuant to this Section, and all such trade fixtures, machinery, equipment, software and other personal property shall be and remain identified as the property of the Company or such leasing company on its books and/or by appropriate tags or other markings.


Section 9.8. Reference to Bond Ineffective After  Bond  Paid. Upon  payment  in  full of the Bonds (or provision for payment thereof having been made in accordance  with  the defeasance provisions of the Bond Resolution), all references in this Lease to the Bonds and the Holder shall be ineffective, and the owner of the Bonds shall not thereafter have any rights hereunder, saving and excepting those that shall have theretofore vested.


ARTICLE  X


EVENTS OF DEFAULT AND REMEDIES


Section 10.1. Events of Default Defined. The following shall be "Events of Default" under this Lease, and the terms "Event of Default" or "Default" shall mean, whenever they are used in this Lease, any one or more of the following events:


(a)a failure of the Company to pay Basic Rent in the amounts and at the  times required by Section 5.3(a) of this Lease, provided that if the Company is then the Holder of the Bonds such Basic Rent shall be deemed to have been paid and the corresponding Debt Service on the Bonds shall be deemed to have also been paid; or


(b)the Company's failure to observe, perform, or comply with any other covenant, condition, or agreement in this Lease or in any other Company Documents on the part of the Company to be observed or performed (other than as referred to in subsection (a) of this Section) if such covenant, condition or agreement is for the benefit of the Issuer and constitutes any of the Unassigned Rights, for a period of thirty (30) days after the Company's receipt of written notice from the Issuer specifying such breach or failure and requesting that it be remedied, unless the Issuer shall agree in writing to an extension of such time prior to its expiration. It shall not constitute an Event of Default if corrective action is instituted by or on behalf of the Company within the thirty (30) day period and diligently pursued until the breach or default is corrected; or


(c)the Company's failure to observe, perform, or comply with any covenant, condition, or agreement in this Lease or in the other Company Documents on the part of the Company to be observed or performed, which covenant, condition or agreement is for the benefit

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of the Holder other than as referred to in subsections (a) and (b) of this Section, for a period of thirty (30) days after the Company's receipt of written notice from the Holder specifying such breach or failure and requesting that it be remedied, unless the Holder shall agree in writing to an extension of such time prior to its expiration. It shall not constitute an Event of Default if corrective action is instituted by the Company or on behalf of the Company within the applicable thirty (30) day period and diligently pursued until the breach or default is corrected; or


(d)    any default under any of the Loan Documents, if the Lender that is a party thereto notifies the Issuer, the Company and the Holder that the same should  be deemed an Event of Default hereunder, in the Lender's sole judgment, and the curative period  for such default has not been thereafter extended or such default has not been waived by the Lender.


The Issuer shall notify the Company, any Lender that has requested such notice and provided its address for such notice to the Issuer, and the Holder in writing of any Event of Default hereunder of which the Issuer has knowledge.


Section 10.2. Remedies on Default. Whenever any Event of Default referred to in Section 10.1 hereof shall have happened and be subsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps:


(a)from time to time, take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect the rents and  other amounts payable by the Company hereunder then due or thereafter to become due, or to enforce performance and observance of any obligation, agreement, or covenant of the Company under this Lease; or


(b)terminate, subject to the respective provisions  concerning the priority and subordination of the Company's option to purchase the Project that are set forth in the Option Agreement, this Lease and recover, as and for liquidated and agreed final damages for the Company's default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall be entitled to the maximum amount allowable under such statute or rule of law; no termination of this Lease pursuant to this Section shall relieve the Company from its obligations pursuant to Section 8.4 hereof.


Any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the then-outstanding Bonds. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and  owing hereunder.


Notwithstanding that this Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this Lease if any Event of Default relates to such Unassigned Rights or exposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the  provisions  hereof  that  affect  its  interests  hereunder.  Notwithstanding  the  foregoing  and notwithstanding any statutory, decisional, or other law to 

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the contrary,  in  no  event  shall  the Issuer have any right to terminate this Lease or to enter upon or otherwise to obtain possession of the Project, by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder.


Section 10.3. Remedies Not Exclusive. Subject to the limitations herein, the remedies herein expressly conferred upon the Issuer and the Holder are intended to be in addition to other remedies existing at law or in equity or by statute. Without limiting the generality of  the foregoing, and notwithstanding the foregoing provisions of this Article, and notwithstanding any other term or provision of this Lease (other than Section 11.18 hereof), and notwithstanding any statutory, decisional, or other law to the contrary, in no event shall the Issuer have any right to terminate this Lease, to enter upon and take possession of the Project, to the dispossession of the Company or the repossession of the Project, or otherwise to obtain possession of the Project, by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder of the Bonds, of any pledgee of the Bonds and of any Lender that is the holder of a Superior Security Document. No  delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer to exercise any remedy reserved to it in this Article, the Holder, any pledgee of the Bonds and any Lender that is the holder of a Superior Security Document must consent to such exercise. The Holder,  any pledgee of the Bonds and any Lender that is the holder of a Superior Security Document shall each be deemed a third party beneficiary of all covenants and  agreements  herein  contained, except for covenants relating solely to the Issuer's Unassigned  Rights.


Section 10.4. Company to Pay Fees and Expenses. In the event the Company should default under any of the provisions of this Lease and the Issuer or the Holder should employ attorneys, accountants, or other experts or incur other expenses for the collection of amounts due it hereunder or the enforcement of performance or observance of any obligation or agreement on the part of the Company herein contained for its benefit, the Company agrees that it shall on demand therefor pay to such Person the reasonable fees and expenses of such attorneys, accountants, or other expe1ts and such other expenses so incurred by the Issuer. Any attorneys' fees required to be paid by the Company under this Lease shall include attorneys' and paralegal's fees through all proceedings, including, but not limited to, negotiations, administrative hearings, trials, and appeals, court costs and reimbursable expenses of such attorneys. The Company and the Holder shall be entitled to enforce their respective rights under this A1ticle and the Issuer's rights under this Article shall be one of the Unassigned Rights. This section shall survive the termination of this Lease.


Section 10.5. Waiver of Events of Default. The Issuer may waive any Event of Default hereunder and its consequences or rescind any declaration of acceleration of payments  of the rents and other amounts due hereunder provided that the Issuer shall not waive any Event of Default (other than Events of Default relating to the Unassigned Rights) without the prior written consent of the Holder. The Holder may waive any Event of Default hereunder other than Events of Default relating to the Unassigned Rights, which may be waived only by the Issuer. In case of any such waiver or rescission, or in case any proceeding  taken by the Issuer or the Holder on account  of  any  such  Event  of  Default  shall  be  discontinued  or  abandoned  or  determined adversely to the Issuer or the Holder, then and in every such case the Issuer, the Holder and 

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the Company shall be restored to their former positions and rights hereunder, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or exhaust any right, power, or remedy consequent thereon.
ARTICLE XI


 MISCELLANEOUS


Section 11.1. Company's Option to Terminate Lease. The Company shall have, and is
hereby granted, at any time and without notice, the option to terminate this Lease by (i) causing the Bonds to be paid  or defeased  in accordance with  the provisions  of the Bond  Resolution, (ii) paying any amounts due the  Issuer or the  Holder  for Additional  Rent,  and  (iii) giving the Issuer notice in writing of such termination which shall forthwith become effective.


Section 11.2. Quiet Enjoyment. The Issuer agrees that  so  long as the  Company  shall fully and punctually pay all of the rents and other amounts provided to be paid hereunder by the Company and shall fully and punctually perform all of its other covenants and agreements hereunder, the Company shall peaceably and quietly have, hold, and enjoy the Project during the Lease Term,  and the Issuer warrants and covenants that it will defend the Company in such peaceable and quiet possession of the Project.


Section 11.3. Notices. Any request, demand, authorization, direction, notice, consent, or other document provided or permitted by this Lease to be made upon, given or furnished to, or filed with, the Issuer, the Company or the initial Holder as set forth below shall be sufficient for every purpose hereunder if in writing and (except as otherwise provided in this Lease) either (i) delivered personally to the patty or, if such party is not an individual, to an officer or other legal representative of the party to whom the same is directed, or (ii) mailed by registered or ce1tified mail, return receipt requested, postage prepaid, or (iii) sent via nationally  recognized overnight courier for next business day delivery, as follows:


		
	To the Issuer:
	Development Authority of Gordon County


300 South Wall Street
Calhoun, Georgia 30701
Attn: President


		
	with a copy to:
	William R. Thompson, Jr., Esq.


206 South Wall Street (30701)
P.O. Box485
Calhoun, Georgia 30703-0485


		
	To the Company:
	Masland Carpets, LLC


c/o The Dixie Group, Inc.
2208 South Hamilton Street Extension 
Dalton, Georgia 30721
Attn: Jon A. Faulkner, President



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with a copy to:    Miller & Martin PLLC
Suite 1000 Volunteer Building 
832 Georgia Avenue
Chattanooga, Tennessee  37402 
Attn: Robert L. Dann, Esq.


Any person designated in this Section 11.3 may, by notice given to each of the others, designate any additional or different addresses to which subsequent notices, certificates, or other communications shall be sent.


Section 11.4. Construction and Binding Effect. This Lease constitutes  the  entire agreement of the parties concerning the subject matter hereof  and  supersedes  any  prior agreements with respect thereto. This Lease shall inure to the benefit of the Issuer, the Company, the Holder and their respective successors and assigns, and shall be binding upon the Issuer and the Company, subject, however, to the limitations contained  in Sections 9.1. and 9.2 hereof.


Section 11.5. Severability. In the event any provision  of this Lease shall be held  invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate  or render unenforceable any other provision hereof.


Section 11.6. Amounts Remaining in the Funds.  It is agreed  by the parties hereto that any amounts remaining in the Funds upon expiration or sooner termination of the Lease Term, as provided in this Lease, after payment or defeasance of the Bond in full and all sums due and owing to the Issuer and the Holder shall have been paid, shall belong to and shall be paid to the Company as an overpayment  of rent.


Section 11.7. Fees Paid by the Company. Except as Section 4.3 hereof permits the payment or reimbursement thereof, the Company shall pay all fees and expenses relating to this Lease, including but not limited to, any recording fee and tax upon this Lease, and reasonable attorneys' fees. In case the Issuer, with the written consent of the Company, pays or advances any money for recording, preparation of documents, any expenses incurred in the completion of this transaction, the payment of any insurance premiums, encumbrances, tax, assessment, or other charge or lien upon the Project, or any other amounts necessary for the payment of the Costs of the Project, the same shall be advances payable in accordance with Section 6.6 of this Lease.


Section  11.8.  No  Issuer  Liability;  Immunity  of  Members,  Officers,  and  Employees of Issuer. The Company, assumes full responsibility for the acquisition and installation of the Project and for any Additions or Alterations thereto replacements thereof and  substitutions therefor, and hereby releases the Issuer for any responsibility or liability with respect to the foregoing. No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the Issuer contained in this Lease or for any claim based hereon or otherwise in respect hereof or upon any obligation, covenant, promise, or agreement of the Issuer contained in the Bond Resolution against any director, member, officer, or employee, as such, in his/her individual capacity, past, present, or future, of the Issuer, or any successor Person, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment  or penalty  or otherwise, it being expressly agreed and understood  that this Lease is



34






solely a corporate obligation of the Issuer payable only from the funds and assets of lssuer herein specifically provided to be subject to such obligation and that no personal liability whatsoever shall attach to, or be incurred by, any director, member, officer, or employee, as  such, past, present, or future, of the Issuer, or of any successor Person, either directly or through the Issuer, or any successor Person, under or by reason of any of the obligations, covenants, promises, or agreements entered into between the Issuer and the Company whether contained in this Lease or in the Bonds, in the Bond Resolution, in the Bond Documents or to be implied hereunder or thereunder as being supplemental hereto or thereto, and that all personal liability of that character against every such director, member, officer, and employee of the Issuer or any such successor Person is, by the execution of this Lease and as a condition of and as part of the consideration for the execution of this Lease, expressly waived and released by the Company. The immunity of directors, members, officers, and employees of the Issuer under the provisions contained in this Section shall survive the completion of the Project and the termination of this Lease.


Section 11.9. Amendments, Changes, and Modifications. This Lease may not be amended, modified, altered, or terminated, except as provided in the Bond Resolution.


Section 11.10. Execution of Counterparts. This Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.


Section 11.11. Law Governing Construction of this Lease. This Lease is prepared and entered into with the intention that the laws of the State of Georgia, exclusive of such State's rules governing choice of law, shall govern its construction.


Section 11.12. Covenants  Run  with  Project.  The  covenants,  agreements,  and conditions herein contained shall run with the Project hereby leased and shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assigns. Time is of the essence under this Lease.


Section 11.13. Subordination to Security Document. This Lease and the rights and privileges hereunder of the Company are specifically made subject and subordinate to the rights and privileges of the Holder, as set forth in the Security Document.


Section 11.14. Net Lease. This Lease shall be deemed and construed to be a "triple net lease," and the Company shall pay absolutely net, during the Lease Term, the rent and all other payments required hereunder, free of any deductions, without abatement, diminution, or set off other than those herein expressly provided.


Section 11.15. Surrender of Project. Except as otherwise provided in this Lease, at the expiration or sooner termination of the Lease Term, the Company agrees to surrender possession of the Project peaceably and promptly to the Issuer in as good condition as at the commencement of the Lease Term, excepting only ordinary wear, tear, and obsolescence, and damage by fire or other casualty or a taking by eminent domain which the Company is not obligated by this Lease to repair.


Section 11.16. Immunity of Directors and Employees of Company. No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the Company



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contained in this Lease or for any claim based hereon or otherwise in respect hereof, against any stockholder, director, limited partner (but not general partner), member,  manager,  employee, trustee for, or agent of the Company or any successor entity, in his or her individual capacity, past, present, or future, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty or otherwise,  it being expressly agreed and understood that this Lease is solely an obligation of the Company and that no personal liability whatsoever shall attach to, or be incurred by, any such stockholder, director, limited partner (but not general partner), member, manager, employee, trustee for, or agent, either directly or through the Company, or any successor entity, under or by reason  of any of the obligations, covenants, promises, or agreements contained in this Lease or to be implied here from, and that all personal liability of that character against every such stockholder, director, limited  partner  (but  not general partner), member, manager, employee, trustee for, or agent is, by the execution of this Lease and as a condition of and as part of the consideration for the execution of this Lease, expressly waived and released. The immunity of each such stockholder, director, limited partner (but not general partner), member, manager, employee, trustee for, or agent  of the  Company under the provisions contained in this Section shall survive the termination of this Lease.


Section 11.17. Payments Due on Other than Business Days. Whenever  a  date  upon which a payment is to be made under this Lease falls on a date which is not a Business Day, such payment may be made on the next succeeding Business Day without interest for the intervening period.


Section 11.18.  Holder of Pledged Interest. The Issuer agrees and the Holder, by its acceptance of the Bond, shall be deemed to have agreed, that upon receipt of notice  from the Holder of a pledged interest in this Lease, all elections, options, or rights of the Company to terminate this Lease shall be effective only if consented to in writing by the holder of the pledged interest.


Section 11.19. Required Consent of Leasehold Mortgagee. Notwithstanding anything contained herein to the contrary, whenever the provisions of this Lease require the Company's consent, the consent of any Lender which holds a Leasehold Mortgage or Superior Security Document must also be obtained.


Section 11.20. Estoppel Certificates. Upon  ten  (l0)  business  days'  written  request  of the Company, the Issuer will provide a statement to any Lender which is the holder of any Superior Security Document or any Leasehold Mortgage concerning, to  the  best  of  its knowledge, (i) the outstanding amount of the Bonds; (ii) whether a  default  exists  under  this Lease or the other Company Documents, and if so specifying the nature of such default; (iii) whether this Lease or the Company Documents have been amended, and if so, specifying the amendments; and (iv) any other matter concerning this Lease or the Company Documents reasonably requested by such holders.


Section 11.21. Holdover. In the event the Company remains in possession of the Project after the expiration of the Lease Term without the Issuer's written consent, the Company shall be a tenant at will. The Company shall be obligated to pay rent for each month that it holds over without written consent at a monthly rental of $1.00. All of the Company's obligations under this Lease  shall  apply  during  such  holdover  period  and  Company  shall  also  be  liable  for  any

36








Additional Rent as herein provided. There shall be no renewal of this Lease by operation of law or otherwise.


Section 11.22. Option Agreement. Notwithstanding anything in this Lease to the contrary, in the event of expiration, scheduled or other termination of this Lease for any reason whatsoever, the Company in all events shall have the right to exercise the purchase  option set forth in the Option Agreement, subject to and in accordance with the terms and conditions set forth therein. To the extent the Closing Date (as such term is defined in the Option Agreement) occurs after the scheduled expiration or earlier termination of this Lease, notwithstanding such scheduled expiration or earlier termination, the Issuer and the Company acknowledge and agree that this  Lease  shall continue in full force and effect, except that, during the period after the scheduled expiration or earlier termination and prior to the Closing Date, the Company shall pay rent in accordance with Section 11.21 above, such that the Company may continue to operate the Project for the purposes set forth in this Lease, the Bond Resolution and the other Bond Documents without interruption.










[SIGNATURES BEGIN ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Issuer has executed this Lease by causing its name to be hereunto subscribed by its Chairman and by causing the official seal of the Issuer to  be impressed hereon and attested by its Secretary and the Company has executed this  Lease by causing its name to be hereunto subscribed by its duly authorized officer, all being done as of the day and year first above written.


DEVELOPMENT AUTHORITY
OF GORDON COUNTY




By: /s/ Larry Roye       
Chairman


ATTEST:




/s/ Ray Towers
Secretary
[Seal]










[SIGNATURE PAGE TO LEASE AGREEMENT]



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MASLAND CARPETS, LLC,
a Georgia limited liability company




By:  /s/ Jon A. Faulkner    (SEAL)
Jon A. Faulkner, President












[SIGNATURE PAGE TO LEASE AGREEMENT]







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