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a) "Abatement" means the partial exemption of ad valorem taxes of certain real <br />property (including fixed -in-place machinery and equipment) located within the <br />Reinvestment Zone designated for economic development purposes. <br />b) "Effective Date of Abatement" means January 1, 2007. <br />c) "Base Year Value" means the 2006 certified appraised value, as determined by <br />the Harris County Appraisal District ("HCAD"), for the property located in the <br />Reinvestment Zone. <br />d) "Improvements" means the buildings or portions thereof and other improvements, <br />including fixed -in-place machinery and equipment, that are erected by the Lessor <br />and Lessee in the Reinvestment Zone on or after November 21, 2006 and more <br />fully described in the "Application for Tax Abatement in Harris County" (the <br />"Application"), attached hereto as Exhibit C and made part hereof for all <br />purposes. <br />e) "Construction" means a material and substantial improvement of the property, <br />which represents a separate and distinct Construction operation undertaken for the <br />purpose of erecting the Improvements. The period of Construction ends when the <br />facility is available for occupancy, or on December 31, 2008, whichever occurs <br />first. <br />f) "Eligible Property" means the Construction commencing on or after November <br />21, 2006 of buildings, structures, fixed -in-place machinery, equipment and <br />process units, site improvements, and that office space and related fixed <br />improvements necessary to the operation and administration of the facility, as set <br />forth in the Investment Budget in the Application. The value of all property shall <br />be the certified appraised value as ultimately determined by HCAD each year. <br />g) "Ineligible Property" means any Construction commencing before November 21, <br />2006 and after December 31, 2008, land, inventories, supplies, tools, furnishings <br />and other forms of movable personal property, vehicles, vessels, aircraft, housing, <br />hotel accommodations, deferred maintenance investments, improvements for <br />generation or transmission of electrical energy not wholly consumed by a new <br />facility or expansion, any improvements which are not integral to the operation of <br />the facility, property that has an economic life of less than fifteen (15) years, any <br />Improvements that have an economic life of less than fifteen (15) years, or any <br />Improvements exempted by local, state or federal law. <br />h) "Lessee" means Preferred Freezer Services Houston Port, LLC a Delaware <br />limited liability corporation. <br />i) "Lessor" means Under Bear, LLC, a Delaware limited liability corporation. <br />2 <br />