Common use of No Recourse; Special Obligation Clause in Contracts

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer contained herein shall not constitute or give rise to any obligations of the Town of Colonie, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereon, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights). (C) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled to the advice of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the CompanyOneida) or employee of the Issuer Agency in his individual capacity, and the members, officers, directors, agents (other than the CompanyOneida) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Oneida County, New York, and neither the State of New York nor Oneida County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, including, but rather shall constitute not limited obligations of the Issuer payable solely from to, the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived Real Property. This Mortgage is specifically subordinate to the exercise by the Issuer Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Oneida to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Oneida with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Oneida the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Section 6.3 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Oneida with respect to the Unassigned Rights)Agency's Reserved Rights shall survive a foreclosure of this Mortgage. (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and thirty (30) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than thirty (30) days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Oneida) or employees shall not be construed subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Oneida) and employees against any liability incurred as a requirement to actresult of its compliance with such demand, and no delay in (b) if requested by the exercise of a right or power shall affect Agency, furnish to the subsequent exercise thereof. The Issuer shall in no event be liable for Agency satisfactory security to protect the application or misapplication of funds or for other acts or defaults by any Person except by Agency and its own members, officers and employees. officers, directors, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than Oneida) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing indemnity and/or security required in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer 55(C) shall not unreasonably withhold any approval or consent to be given by it affect the full force and effect of an Event of Default hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the CompanyBuffalo China) or employee of the Issuer Agency in his individual capacity, and the members, officers, directors, agents (other than the CompanyBuffalo China) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Erie County, New York, and neither the State of New York nor Erie County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, including, but rather shall constitute not limited obligations of the Issuer payable solely from to, the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived Real Property. This Mortgage is specifically subordinate to the exercise by the Issuer Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by Buffalo China to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of Buffalo China with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with Buffalo China the provisions of the PILOT (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the PILOT and Article XIII of the Agency Lease Agreement; (f) to be indemnified pursuant to Article XVIII of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of Buffalo China with respect to the Unassigned Rights)Agency's Reserved Rights shall survive a foreclosure of this Mortgage. (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and thirty (30) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than thirty (30) days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than Buffalo China) or employees shall not be construed subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than Buffalo China) and employees against any liability incurred as a requirement to actresult of its compliance with such demand, and no delay in (b) if requested by the exercise of a right or power shall affect Agency, furnish to the subsequent exercise thereof. The Issuer shall in no event be liable for Agency satisfactory security to protect the application or misapplication of funds or for other acts or defaults by any Person except by Agency and its own members, officers and employees. officers, directors, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than Buffalo China) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing indemnity and/or security required in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer 55(C) shall not unreasonably withhold any approval or consent to be given by it affect the full force and effect of an Event of Default hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency, if any, contained herein and in the other Financing Bank Documents and any other instrument or document executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the State of New York or the Town of Colonie, New York, and neither the State of New York nor the Town of Colonie, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (A) agree to indemnify, defend and hold harmless the Bondholders Agency and its members, officers, directors, agents (other than the Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing (B) if requested by the Agency, furnish to the Agency satisfactory security to protect the Agency and its members, officers, directors, agents (other than the Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer 10.14 shall not unreasonably withhold any approval or consent to be given by it affect the full force and effect of an Event of Default hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable be· 1iable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State or of Colonie, New York or the State County and neither the Town of Colonie, New York State nor the State County shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned RightsRights (as defined in the Leaseback Agreement)). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereofsuch request (or, if compliance therewith would reasonable be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, employees, members, agents (other than the Company) or representatives of the Agency shall be subject to potential liability, the party se_eking such order or decree shall agree to indemnify and hold harmless the Agency and its directors, officers, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a result of compliance with such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrun1ent or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company,. and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the company in his or their individual capacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate .affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer representatives of the Company shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the CompanyBMC) or employee of the Issuer Agency in his individual capacity, and the members, officers, directors, agents (other than the CompanyBMC) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Cortland County, New York, and neither the State of New York nor Cortland County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, and Mortgagee shall have no recourse to the Agency other than the Agency's interests in the Mortgaged Property, including, but rather shall constitute not limited obligations of the Issuer payable solely from to, the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived Real Property. This Mortgage is specifically subordinate to the exercise by the Issuer Agency of the following rights (the "Agency's Reserved Rights") under the Agency Lease Agreement: The right to (a) receive in its own behalf all opinions of counsel, reports, statements, certificates, insurance policies or binders or certificates, or other communications required to be delivered by BMC to the Agency; (b) grant or withhold any consents or approvals required of the Agency; (c) to enforce or otherwise exercise in its own behalf all agreements of BMC with respect to ensuring that the Mortgaged Property shall always constitute a qualified "project" as defined in and as contemplated by the Act (as that term is defined in the Agency Lease Agreement); (d) to amend with BMC the provisions of the Payment in Lieu of Tax Agreement (as that term is defined in the Agency Lease Agreement); (e) to enforce in its own behalf (or on behalf of the appropriate taxing authorities) the provisions of, and receive amounts payable under the Payment in Lieu of Tax Agreement and Sections 5.3, 8.9, 10.2 and 10.4 of the Agency Lease Agreement; (f) to be indemnified pursuant to Section 8.2 of the Agency Lease Agreement; (g) to terminate the Agency Lease Agreement in accordance with its terms; and (h) to reconvey the Mortgaged Property to Borrower in accordance with the terms of the Agency Lease Agreement. The Agency's Reserved Rights are not pledged to the Mortgagee hereunder and are reserved to the Agency and the contractual obligations of BMC with respect to the Unassigned Rights)Agency's Reserved Rights shall survive a foreclosure of this Mortgage. (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and thirty (30) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than thirty (30) days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than BMC) or employees shall not be construed subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, directors, agents (other than BMC) and employees against any liability incurred as a requirement to actresult of its compliance with such demand, and no delay in (b) if requested by the exercise of a right or power shall affect Agency, furnish to the subsequent exercise thereof. The Issuer shall in no event be liable for Agency satisfactory security to protect the application or misapplication of funds or for other acts or defaults by any Person except by Agency and its own members, officers and employees. officers, directors, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than BMC) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing indemnity and/or security required in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer 52(c) shall not unreasonably withhold any approval or consent to be given by it affect the full force and effect of an Event of Default hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer in Agency ip his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute xxxx.stitute or give rise to any obligations an obligation of the Town State of Colonie, New York or of the State County of Xxxxxxxx and neither the Town State of Colonie, New York nor the State County of Xxxxxxxx shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute constitute: or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of · the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied requested the Agency in · Writing to take the action sought in such order or decree of specific performance, and ten ( 10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereofsuch request (or, if con:ipliance therewith would reasonably be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, einployees, members, agents (other than the Company) or representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shaU agree to indemnify and hold harmless the Agency and its directors, officers, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a result of compliance with such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrw11ent oi· document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, paiiners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual c.apacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer representatives of the Company shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and any other instrument or document executed by the Issuer in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his or her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.thereby.‌ (Bb) The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town of ColonieState or any other public corporation other than the Issuer, New York or and no public corporation other than the State and neither the Town of Colonie, New York nor the State Issuer shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights). The Issuer shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement, the Bonds or the Resolution, except only to the extent amounts are received for the payment thereof from the Institution under this Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights), and except as may result solely from the Issuer’s own willful misconduct. (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The requested the Issuer shall be entitled in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to actrequest, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Issuer refuses to comply with such request and the Issuer’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Issuer refuses to comply with such request and the Issuer’s refusal to comply is based on its reasonable expectation that it or any approval of its members, officers, agents or consent employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Issuer and its members, officers, directors, agents and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Issuer, furnish to the Issuer satisfactory security to protect the Issuer and its members, officers, directors, agents and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and in any other instrument or document executed in connection herewith or therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) . The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State or of ColonieSaratoga County, New York, and neither the State nor Saratoga County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited limited, special obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)) and the other security pledged to the payment of the Bonds. The limitations on the obligations of the Issuer contained in this Section 7.14 by virtue of any lack of assurance required by Paragraph (B) hereof shall not be deemed to prevent the occurrence and full force and effect of any Event of Default pursuant to Section 6.01 hereof. (CB) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. requested the Issuer in writing to take the action sought in such order or decree of specific performance, and ten (D10) The days shall have elapsed from the date of receipt of such request, and the Issuer shall have refused to comply with such request (or if compliance therewith would reasonably be entitled expected to take longer than ten (10) days shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the advice Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it or any of counsel its members, officers, agents (who may other than the Company) or employees shall be counsel subject to any potential liability, the party seeking such order or decree shall (a) agree to any Bondholderindemnify and hold harmless the Issuer and its members, officers, agents (other than the Company) and shall be wholly protected employees against any liability incurred as to any action taken or omitted to be taken in good faith in reliance on a result of its compliance with such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentdemand, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action (b) if requested by the Issuer is called for by the Indenture, shall furnish to the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power satisfactory security to act shall not be construed as a requirement to act, protect the Issuer and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank Company) and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or of the State County of Xxxxxxxx and neither the Town State of Colonie, New York nor the State County of Xxxxxxxx shall be liable hereon or thereon, and and, further, such obligations and agreements shall shalI not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereofsuch request (or, if compliance therewith would reasonably be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to. comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such· order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, employees, members, agents (other than the Company) or representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall agree to indemnify and hold harmless the Agency and its directors, officers, · employees· , members, agents (other than the Company) and representqtives of the Agency against all liability expected to be incurred as a result of compliance ith .. such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrument or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer representatives of the Company shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or of the State County of Xxxxxxxx and neither the Town State of Colonie, New York nor the State County of Xxxxxxxx shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten (I 0) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereofsuch request (or, if compliance therewith would reasonably be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, employees, members, agents (other than the Company) or representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall agree to indemnify and hold harmless the Agency and its directors, officers, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a result of compliance with such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrument or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer representatives of the Company shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein shall not constitute or give rise to any obligations an obligation of the Town State or the County of ColonieOnondaga, New York, and neither the State nor the County of Onondaga, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify and hold harmless the Bondholders Agency and its members, officers, agents (other than the Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject (b) if requested by the Agency, furnish to the foregoingAgency satisfactory security to protect the Agency and its members, officers, agents (other than the Issuer shall not unreasonably withhold any approval or consent Company) and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Issuer, if any, contained herein and in the other Financing Documents and any other instrument or document executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Saratoga County, New York, and neither the State of New York nor Saratoga County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The requested the Issuer shall be entitled in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Issuer shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Issuer an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (A) agree to indemnify, defend and hold harmless the Bondholders Issuer and its members, officers, directors, agents (other than the Company) and employees against any right to noticeliability incurred as a result of its compliance with such demand, hearing or participation in and (B) if requested by the Issuer's consideration, furnish to the Issuer satisfactory security to protect the Issuer and nothing its members, officers, directors, agents (other than the Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer 10.14 shall not unreasonably withhold any approval or consent to be given by it affect the full force and effect of an Event of Default hereunder.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Basic Documents and any other instrument or document executed in connection herewith or therewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the State of New York or the Town of Colonie, New York, and neither the State of New York nor the Town of Colonie, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (C) No order or decree of specific performance with respect respect, to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Bondholders Agency and its members, officers, agents (other than the Company) and employees against any right liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to noticethe Agency satisfactory security to protect the Agency and its members, hearing officers, agents (other than the Company) and employees against all liability expected to be incurred as a result of compliance with such request. EXHIBIT A DESCRIPTION OF THE LAND EXHIBIT B DESCRIPTION OF THE EQUIPMENT All Eligible Items acquired, constructed or participation installed and/or to be acquired, constructed or installed by or on behalf of the Company, in connection with the completion of the Agency’s Lincoln Avenue Development, LLC Project located at 00 Xxxxxxxxxxxx Xxxx and 00 Xxxxxxxxxxxx Xxxx (also known as 891 1st Street), Watervliet in the Issuer's considerationTown of Colonie, Albany County, New York, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject leased to the foregoingCompany pursuant to this Lease Agreement. THIS ASSIGNMENT TO COMPANY (the “Assignment to Company”) dated as of , by and between TOWN OF COLONIE INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderState of New York having an office for the transaction of business located at 000 Xxx Xxxxxxxxx Xxxx, Xxxxxx, New York 12110 (the “Agency”) and LINCOLN AVENUE DEVELOPMENT, LLC, a limited liability company organized and existing under the laws of the State of New York (the “State”), having an office for the transaction of business located at 000 0xx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the “Company”).

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Leasing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and in the other Basic Documents shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Essex County, New York, and neither the State of New York nor Essex County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (or under the other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) Leasing Documents shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify and hold harmless the Bondholders Agency and its members, officers, agents (other than the Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject (b) if requested by the Agency, furnish to the foregoingAgency satisfactory security to protect the Agency and its members, officers, agents (other than the Issuer shall not unreasonably withhold any approval or consent Company) and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and any other instrument or document executed in connection herewith or therewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or the State Counties of Xxxxxx and Washington, New York, and neither the Town State of Colonie, New York nor the State Counties of Xxxxxx and Washington, New York shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights). (C) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The requested the Issuer shall be entitled in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Issuer shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Issuer an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Bondholders Issuer and its members, officers, directors, agents (other than the Company) and employees against any right to noticeliability incurred as a result of its compliance with such demand, hearing or participation in and (b) if requested by the Issuer's consideration, furnish to the Issuer satisfactory security to protect the Issuer and nothing its members, officers, directors, agents (other than the Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity and/or security required in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer 11.10(C) shall not unreasonably withhold any approval or consent to be given by it affect the full force and effect of an Event of Default hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any any· other instrument or document executed in connection therewithherewith, and and�any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed be: deemep the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directorempioyee, member, agent (other than the Company) or employee representative of the Issuer Agency in his individual capacity, and the members, directors; officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability ·based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer contained herein Agency �ontaim�d hereby. shall not constitute or give rise to any obligations an obligation of the Town State or of Colonie, New York or the State County and neither the Town of Colonie, New York State nor the State County shall be liable hereon or thereon, and furtherand, fw;ther, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited constitutelimited obligations of the Issuer payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of Agency's interest in the Project Facility Land (except for for. revenues derived by the Issuer Agency with respect to the Unassigned RightsRi ts). (Cc) No order or decree of specific performance with respect to respectto any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (I 0) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest,· and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (l 0) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond. within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, will incur fees and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indentureexpenses, the Issuer may consider party seeking such order or decree shall have placed in an account with the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing Agency an amount or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunder.undertaking

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Lessor contained herein and in the other Financing Leasing Documents and any other instrument instruments or document documents executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerLessor, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Lessor in his or her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Lessor shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) . The obligations and agreements of the Issuer Lessor contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or the State County of Essex, New York, and neither the Town State of Colonie, New York nor the State County of Essex, New York shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerLessor, but rather shall constitute limited limited, special obligations of the Issuer Lessor payable solely from the revenues of the Issuer Lessor derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Lessor with respect to the Unassigned Rights). (C) . No order or decree of specific performance with respect to any of the obligations of the Issuer Lessor hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Lessor unless (A) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Lessor in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Lessor shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten 10 days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (B) if the Lessor refuses to comply with such request and the Lessor’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Lessor an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (C) if the exercise Lessor refuses to comply with such request and the Lessor’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (1) agree to indemnify, hold harmless and defend the Bondholders Lessor and its members, officers, agents (other than the Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing (2) if requested by the Lessor, furnish to the Lessor satisfactory security to protect the Lessor and its members, officers, agents (other than the Company) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity required in this Section 1109 12.10 shall be construed as conferring on not affect the full force and effect of an Event of Default under any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderLeasing Documents.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Basic Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and in the other Basic Documents shall not constitute or give rise to any obligations an obligation of the Town State or the County of ColonieOnondaga, New York, and neither the State nor the County of Onondaga, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (or under the other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) Basic Documents shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify and hold harmless the Bondholders Agency and its members, officers, agents (other than the Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject (b) if requested by the Agency, furnish to the foregoingAgency satisfactory security to protect the Agency and its members, officers, agents (other than the Issuer shall not unreasonably withhold any approval or consent Company) and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Basic Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Real Estate Holding Company) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the Real Estate Holding Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and in the other Basic Documents shall not constitute or give rise to any obligations an obligation of the Town State or the County of ColonieOnondaga, New York, and neither the State nor the County of Onondaga, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (or under the other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) Basic Documents shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeReal Estate Holding Company) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify and hold harmless the Bondholders Agency and its members, officers, agents (other than the Real Estate Holding Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject (b) if requested by the Agency, furnish to the foregoingAgency satisfactory security to protect the Agency and its members, officers, agents (other than the Issuer shall not unreasonably withhold any approval or consent Real Estate Holding Company) and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (Aa) The All covenants, stipulations, promises, agreements and obligations and agreements of the Issuer Agency contained herein in this Agreement and in the other Financing Documents documents and any other instrument or document executed in connection instruments connected therewith, and in any other instrument or document documents supplemental hereto or thereto, thereto (collectively the "Documents") shall be deemed to be the covenants, stipulations, promises, agreements, and obligations and agreements of the Issuer, Agency and not of any member, officer, directoragent (other than the Company), servant or employee of the Agency in his individual capacity, and no recourse under or upon any obligation, covenant, or agreement in the Documents contained or otherwise based upon or in respect of the Documents, or for any claim based thereon or otherwise in respect thereof, shall be had against any past, present or future member, officer, agent (other than the Company) ), servant or employee employee, as such of the Issuer in his individual capacityAgency or of any successor public benefit corporation or political subdivision or other successor entity or any person executing the Documents on behalf of the Agency, either directly or through the Agency or any successor public benefit corporation or political subdivision or other successor entity or any person so executing the Documents, it being expressly understood that the Documents are solely corporate obligations, and the membersthat no such personal liability whatever shall attach to, officersor is or shall be incurred by, directorsany such member, agents officer, agent (other than the Company) and employees ), servant or employee of the Issuer shall not be liable personally hereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof Agency or of any transaction contemplated successor public benefit corporation or political subdivision or other successor entity or any person so executing the Documents because of the creation of the indebtedness thereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Documents or implied therefrom; and that any and all such personal liability of, and any and all such rights and claims against, every such member, officer, agent (other than the Company), servant or employee because of the creation of the indebtedness hereby authorized, or therebyunder or by reason of the obligations, covenants or agreements contained in the Documents or implied therefrom, are, to the extent permitted by law, expressly waived and released as a condition of, and as a consideration for, the execution of the Documents. (Bb) The obligations and agreements of the Issuer Agency contained herein shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Oneida County, New York, and neither the State of New York nor Oneida County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereon, and further, further such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited special obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (Cc) No order or decree Notwithstanding any provision of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only this Agreement to the extent of contrary, the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled to the advice of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer Agency shall not be liable for obligated to take any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction provision hereof unless (i) the Agency shall have been requested to do so in writing by the Company and (ii) if compliance with such request is reasonably expected to result in the incurrence by the Agency (or instruction by which it is governed under any Financing Documentmember, officer, agent, servant or omitted to be taken by it by reason employee of the lack of direction Agency) in any liability, fees, expenses or instruction required other costs, the Agency shall have received from the Company security or indemnity satisfactory to the Agency for protection against all such action under any Financing Documentliability, however remote, and shall not be responsible for the consequences reimbursement of any error of judgment reasonably made by it. When any paymentall such fees, consent or expenses and other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employeescosts. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunder.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument instrwnent or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State or of Colonie, New York or the State County and neither the Town of Colonie, New York State nor the State County shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer A ency with respect to the Unassigned RightsRights (as defined in the Leaseback · Agreement)). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the paity seeking such order or decree shall first have requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, ai1d the Agency shall have refused to comply with such request (or, if compliance therewith would reasonable be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to compiy with such request ai1d the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the paity seeking such order or decree sh.all have placed in an account with the Agency an amount or unde1taking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or ai1y of its directors, officers, employees, members, agents (other than the Compai1y) or representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall first have complied agree to indemnify and hold harmless the Agency and its directors, office1:s, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a result of compiiance with Section 516 hereofsuch request. (Dd) The Issuer obligatioris and agreements of the Company contained herein and any other instrument or document executed in connection herewith, ai1d any other instrument or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, ai1d not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the company in his or their individual capacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer representatives of the Compai1y shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Suffolk County, New York, and neither the State of New York nor Suffolk County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify and hold harmless the Bondholders Agency and its members, officers, agents (other than the Company) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject (b) if requested by the Agency, furnish to the foregoingAgency satisfactory security to protect the Agency and its members, officers, agents (other than the Issuer shall not unreasonably withhold any approval or consent Company) and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Basic Documents and any other instrument or document executed in connection herewith or therewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State or the County of ColonieOnondaga, New York, and neither the State nor the County of Onondaga, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (C) No order or decree of specific performance with respect respect, to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereof. such request (Dor, if compliance therewith would reasonably be expected to take longer than ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) The Issuer or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than the Company) or employees shall be entitled subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Agency and its members, officers, agents (other than the Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to the advice Agency satisfactory security to protect the Agency and its members, officers, agents (other than the Company) and employees against all liability expected to be incurred as a result of counsel compliance with such request. EXHIBIT A DESCRIPTION OF THE LAND All that tract or parcel of land situate in the Town of Cicero, County of Onondaga and State of New York, being part of Military Lot No. 82 in said Town, being part of lands conveyed to Xxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxxxxx and Xxxxxx X. Xxxxxxxxx by deeds recorded in the Onondaga County Clerk’s Office in Book 4597 of Deeds at pages 64 and 70, bounded and described as follows: Beginning at the intersection of the northerly boundary of Xxxxxxx Road with the easterly boundary of Northern Boulevard (who may be counsel Xxxxxxxx Boulevard per deed) (C.R. No. 13); running thence N 14°25’58” W along said easterly boundary of Northern Boulevard (Xxxxxxxx Boulevard per deed) (C.R. No. 13), a distance of 233.14 feet to an angle point therein; thence N 24°07’08” W continuing along said easterly boundary of Northern Boulevard (Xxxxxxxx Boulevard per deed) (C.R. No. 13), a distance of 680.11 feet to the southerly boundary of Xxxxxxxx Enterprises, LLC according to a map of said tract filed in the Onondaga County Clerk’s Office August 10, 2015 as Map No. 12064; thence S 89°00’00” E along said southerly boundary of Xxxxxxxx Enterprises, LLC, a distance of 1213.81 feet to the westerly boundary of lands conveyed to Xxxxxxx X. Xxxxxxx by deed recorded in the Onondaga County Clerk’s Office in Book 4754 of Deeds at page 427; thence S 01°05’13” W along said westerly boundary of lands conveyed to Xxxxxxx X. Xxxxxxx, a distance of 684.11 feet to the northerly boundary of lands conveyed to Xxxxxx X. Xxxxxxxxxx by deed recorded in the Onondaga County Clerk’s Office in Book 2541 of Deeds at page 812; thence N 88°54’47” W along said northerly boundary of lands conveyed to Xxxxxx X. Xxxxxxxxxx, a distance of 90.00 feet to the northwesterly corner thereof; thence S 01°05’13” W along the westerly boundary of said lands conveyed to Xxxxxx X. Xxxxxxxxxx, a distance of 160.06 feet to said northerly boundary of Xxxxxxx Road; thence N 88°44’22” W along said northerly boundary of Xxxxxxx Road, a distance of 771.79 feet to the point of beginning. Subject to any party easements and restrictions of record. EXHIBIT B DESCRIPTION OF THE EQUIPMENT All articles of personal property and all appurtenances by Xxxxxxxxxx-Xxxxxx, Inc. d/b/a Xxxxxx Cat (the “Company”), as agent of the Agency, or by any subagents, pursuant to this Lease Agreement by and between Onondaga County Industrial Development Agency and the Company and now or hereafter attached to, contained in or used in connection with the Land or placed on any Bondholderpart thereof, though not attached thereto, including, but not limited to, pipes, screens, fixtures, heating, lighting, plumbing, ventilation, air conditioning, compacting and elevator plants, call systems, stoves, ranges, refrigerators, rugs, movable partitions, cleaning equipment, maintenance equipment, shelving, flagpoles, signs, waste containers, outdoor benches, drapes, blinds and accessories, sprinkler systems and other fire prevention and extinguishing apparatus and materials, motors, machinery; and together with any and all products of any of the above, all substitutions, replacements, additions or accessions therefor, and any and all cash proceeds or non-cash proceeds realized from the sale, transfer or conversion of any of the above. , by and between ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York having an office for the transaction of business located at 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000 (the “Agency”) and shall be wholly protected XXXXXXXXXX-XXXXXX, INC. D/B/A XXXXXX CAT, a corporation organized and existing under the laws of the State of New Hampshire and authorized to do business in the State of New York (the “State”) having an office for the transaction of business located at 000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (the “Company”). In consideration of the sum of Ten Dollars ($10.00), receipt and sufficiency of which is acknowledged, the Agency hereby sells, assigns and conveys to the Company all of the Agency’s right, title and interest in and to a certain lease to agency dated as of June 1, 2021 (the “Underlying Lease”) by and among the Company, as landlord, and the Agency, as tenant, whereby the Company granted to the Agency a leasehold interest in the parcel of the land more particularly described in Exhibit A attached thereto (the “Land”) and in and to all those buildings, improvements, structures and other related facilities affixed or attached to the Land now or in the future. The Company hereby agrees to indemnify the Agency as to any action taken claims that have arisen heretofore or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination arise hereafter under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues Underlying Lease and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right this Assignment to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderCompany.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Lessor contained herein and in the other Financing Leasing Documents and any other instrument instruments or document documents executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerLessor, and not of any member, officer, director, agent (other than the CompanyLessee) or employee of the Issuer Lessor in his or her individual capacity, and the members, officers, directors, agents (other than the CompanyLessee) and employees of the Issuer Lessor shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) . The obligations and agreements of the Issuer Lessor contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or the State County of Saratoga, New York, and neither the Town State of Colonie, New York nor the State County of Saratoga, New York shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerLessor, but rather shall constitute limited limited, special obligations of the Issuer Lessor payable solely from the revenues of the Issuer Lessor derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Lessor with respect to the Unassigned Rights). (C) . No order or decree of specific performance with respect to any of the obligations of the Issuer Lessor hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Lessor unless (A) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Lessor in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Lessor shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten [10] days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (B) if the Lessor refuses to comply with such request and the Lessor's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Lessor an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (C) if the exercise Lessor refuses to comply with such request and the Lessor's refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeLessee) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (1) agree to indemnify, hold harmless and defend the Bondholders Lessor and its members, officers, agents (other than the Lessee) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing (2) if requested by the Lessor, furnish to the Lessor satisfactory security to protect the Lessor and its members, officers, agents (other than the Lessee) and employees against all liability expected to be incurred as a result of compliance with such request. Any failure to provide the indemnity required in this Section 1109 12.10 shall be construed as conferring on not affect the full force and effect of an Event of Default under any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderLeasing Documents.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) ), or employee representative of the Issuer Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or .thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State or of Colonie, New York or the State County and neither the Town of Colonie, New York State nor the State County shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights) (as such term is defined in the Lease Agreement). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party .seeking such order or decree shall fist have requested the Agency in . writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall first have complied placed in an account with Section 516 hereofthe Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, employees, members, agents (other than the Company) or representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall agree to indemnify and hold harmless the Agency and its directors, officers, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a result of compliance with such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrument or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and the members,. direct or indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents and employees or representatives of the Company shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall · not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the its members, officers, directorsemployees, agents (other than the Company) ), representatives, successors, and employees of assigns in his/her individual capacity, and its members, officers, employees, agents (other than the Issuer Company), representatives, successors, and assigns shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York, or the City of Mount Vernon, New York or the State York, and neither the Town State of Colonie, New York nor the State City of Mount Vernon, New York, shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its expectation that it may require will incur fees and expenses, the party seeking such order or decree shall place, in support thereof. A permissive right an account with the Agency, an amount or power undertaking sufficient, determined in the sole discretion of the Agency, to act shall not be construed as a requirement to actcover such fees and expenses, and no delay in (iii) the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its expectation that it or its any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and officers, employees. , agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany), representatives, successors, and assigns shall be subject to potential liability, the Bank party seeking such order or decree shall agree to indemnify and hold harmless the Bondholders any right to noticeAgency and its members, hearing or participation in officers, employees, agents (other than the Issuer's considerationCompany), representatives, successors, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent assigns against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) . The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State or of Coloniethe County of Monroe, New York or the State York, and neither the Town State nor the County of ColonieMonroe, New York nor the State York, shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility Leased Premises (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (C) . No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall place, in support thereof. A permissive right an account with the Agency, an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (iii) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall agree to indemnify and hold harmless the Bondholders any right to noticeAgency and its members, hearing or participation in officers, agents (other than the Issuer's consideration, Company) and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer contained herein shall not constitute or give rise to any obligations of the Town State or the Counties of ColonieXxxxxx and Washington, New York, and neither the State nor the Counties of Xxxxxx and Washington, New York or the State and neither the Town of Colonie, New York nor the State shall be liable thereon, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights). (C) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 502 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless the party seeking such order or decree shall first have complied with Section 516 515 hereof. (D) The Issuer shall be entitled to the advice of counsel (who may be counsel to any party or to any Bondholder) appointed with due care and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the this Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of 108 funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the this Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunder.. [Balance of page left blank]

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any memberdirector, officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer Agency in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents ({other than the Company) and employees or representatives of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State or of Colonie, New York or the State County and neither the Town of Colonie, New York State nor the State County shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned RightsRights (as defined in the Leaseback Agreement).) (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless Agency tmless. (i) the party seeking such order or decree shall first have complied requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten ( 10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereofsuch request (or, if compliance therewith would reasonable be expected to take longer than ten ( 10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, employees, members, agents (other than the Company) or representatives of the Agency shall be subject to potential liability, the party seeking such order or decree shall agree to indemnify and hold harmless the Agency and its directors, officers, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a result of compliance with such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrument or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives ofthe company in his or their individual capacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer representatives of the Company shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and in any other instrument or document executed in connection herewith or therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or the State Counties of Xxxxxx and Washington, New York, and neither the Town State of Colonie, New York nor the State Counties of Xxxxxx and Washington, New York shall be liable hereon or thereon, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility Mortgaged Property (except for revenues derived by the Issuer with respect to the Unassigned Rights)) and the other security pledged to the payment of the Bonds. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) or thereunder shall be sought or enforced against the Issuer unless (1) the party seeking such order or decree shall first have complied requested the Issuer in writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, and the Issuer shall have refused to comply with Section 516 hereofsuch request (or, if compliance therewith would reasonably be expected to take longer than ten [10] days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it or any of its members, directors, officers, agents (other than the Company) or employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Issuer and its members, directors, officers, agents (other than the Company) and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Issuer, shall furnish to the Issuer satisfactory security to protect the Issuer and its members, officers, agents (other than the Company) and employees against all liability expected to be incurred as a result of compliance with such request. (D) The limitations on the obligations of the Issuer shall be entitled to the advice contained in this Section 7.10 by virtue of counsel any lack of assurance or indemnity required by paragraph (who may be counsel to any party or to any BondholderC) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer hereof shall not be liable for any action taken by it in good faith deemed to prevent the occurrence and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it full force and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests Event of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right Default pursuant to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunder6.01 hereof.

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Basic Documents and any other instrument or document executed in connection therewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the CompanyReal Estate Owner) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the CompanyReal Estate Owner) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and in the other Basic Documents shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or the State County of Onondaga, New York, and neither the Town State of Colonie, New York nor the State County of Onondaga, New York shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights)Facility. (C) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (or under the other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) Basic Documents shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeReal Estate Owner) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify and hold harmless the Bondholders Agency and its members, officers, agents (other than the Real Estate Owner) and employees against any right to notice, hearing or participation in the Issuer's considerationliability incurred as a result of its compliance with such demand, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject (b) if requested by the Agency, furnish to the foregoingAgency satisfactory security to protect the Agency and its members, officers, agents (other than the Issuer shall not unreasonably withhold any approval or consent Real Estate Owner) and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer Agency in his his/her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State of ColonieNew York or Orange County, New York or the State and neither the Town State of ColonieNew York nor Orange County, New York nor the State shall be liable thereonhereon or thereon and, and further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute Constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten (10) days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, will incur fees and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indentureexpenses, the Issuer may consider party seeking such order or decree shall place, in an account with the interests of the publicAgency, which shall include the anticipated effect of any transaction on tax revenues an amount or undertaking sufficient to cover such reasonable fees and employmentexpenses, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunder.and

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer Agency contained herein and in the other Financing Basic Documents and any other instrument or document executed in connection herewith or therewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and not of any member, officer, director, agent (other than the CompanyReal Estate Owner) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer Agency shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) The obligations and agreements of the Issuer Agency contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State of Colonie, New York or the State County of Onondaga, New York, and neither the Town State of Colonie, New York nor the State County of Onondaga, New York shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency payable solely from the revenues of the Issuer Agency derived and to be derived from the lease, sale or other disposition of the Real Estate Owner Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (C) No order or decree of specific performance with respect respect, to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The Issuer shall be entitled requested the Agency in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Agency shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten days, as shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Agency an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (3) if the exercise Agency refuses to comply with such request and the Agency’s refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeReal Estate Owner) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Bondholders Agency and its members, officers, agents (other than the Real Estate Owner) and employees against any right liability incurred as a result of its compliance with such demand, and (b) if requested by the Agency, furnish to noticethe Agency satisfactory security to protect the Agency and its members, hearing or participation officers, agents (other than the Real Estate Owner) and employees against all liability expected to be incurred as a result of compliance with such request. EXHIBIT A DESCRIPTION OF THE LAND ALL THAT TRACT OR PARCEL OF LAND, situate in the Issuer's considerationTown of Xxxxxx, County of Onondaga and nothing State of New York, being part of Farm Lot 43 in this Section 1109 shall be construed said Town and being more particularly bounded and described as conferring on any follows: BEGINNING at the northwesterly corner of them any right additional to those conferred elsewhere hereinlands appropriated by The People of the State of New York, Map Xx. Subject 00, Xxxxxx Xx. 00, said northwesterly corner being situate in the present northerly line of East Manlius Street - East Syracuse - Chittenango Xxxxx Xxxxxxx Xx. 000 (Xxxxx Xx, 000) at its intersection with the easterly line of lands conveyed to the foregoingNew York Central Railroad Company: THENCE North 05° 25' 00" East, along said easterly line, a distance of 1087.80 feet to an angle point therein; THENCE North 33° 28' 07" East, continuing along said easterly line, a distance of 350.0 feet to an angle point therein; THENCE North 80° 55' 50" East, along the Issuer shall not unreasonably withhold any approval or consent southerly line of said lands conveyed to be given by it hereunder.the New York Central Railroad Company (Con-Rail) - Xxxxxx Yard, a distance of 212.91 feet to its intersection with westerly line of Claymaster Drive;

No Recourse; Special Obligation. (A) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and any other instrument instruments or document documents executed in connection therewiththerewith or herewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (B) . The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town State or of ColonieSaratoga County, New York, and neither the State nor Saratoga County, New York or the State and neither the Town of Colonie, New York nor the State shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited limited, special obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer with respect to the Unassigned Rights). (C) . No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless (A) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The requested the Issuer shall be entitled in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidencerequest, and the Issuer shall have refused to comply with such request (or, if anycompliance therewith would reasonably be expected to take longer than ten [10] days, as shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (B) if the Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it may require will incur fees and expenses, the party seeking such order or decree shall have placed in support thereof. A permissive right an account with the Issuer an amount or power undertaking sufficient to act shall not be construed as a requirement to actcover such reasonable fees and expenses, and no delay in (C) if the exercise Issuer refuses to comply with such request and the Issuer's refusal to comply is based on its reasonable expectation that it or any of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. officers, agents (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the TrusteeCompany) or employees shall be subject to potential liability, the Bank party seeking such order or decree shall (1) agree to indemnify and hold harmless the Bondholders Issuer and its members, officers, agents (other than the Company) and employees against any right to noticeliability incurred as a result of its compliance with such demand, hearing or participation in and (2) if requested by the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject furnish to the foregoing, Issuer satisfactory security to protect the Issuer shall not unreasonably withhold any approval or consent and its members, officers, agents and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer contained herein and in the other Financing Documents and any other instrument or document executed by the Issuer in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the Issuer, and not of any member, officer, director, agent (other than the Company) or employee of the Issuer in his or her individual capacity, and the members, officers, directors, agents (other than the Company) and employees of the Issuer shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer contained herein and therein shall not constitute or give rise to any obligations an obligation of the Town of ColonieState or any other public corporation other than the Issuer, New York or and no public corporation other than the State and neither the Town of Colonie, New York nor the State Issuer shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the Issuer, but rather shall constitute limited obligations of the Issuer payable solely from the revenues of the Issuer derived and to be derived from the sale or other disposition of the Project Facility this Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights). The Issuer shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement, the Series 2020A Bonds or the Resolution, except only to the extent amounts are received for the payment thereof from the Institution under this Loan Agreement (except for revenues derived by the Issuer with respect to the Unassigned Rights), and except as may result solely from the Issuer’s own willful misconduct. (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer unless (1) the party seeking such order or decree shall first have complied with Section 516 hereof. (D) The requested the Issuer shall be entitled in writing to take the advice action sought in such order or decree of counsel (who may be counsel to any party or to any Bondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any notice, certificate or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Documentspecific performance, and ten (10) days shall not be responsible for have elapsed from the consequences date of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to actrequest, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold have refused to comply with such request (or, if compliance therewith would reasonably be expected to take longer than ten days, shall have failed to institute and diligently pursue action to cause compliance with such request within such ten day period) or failed to respond within such notice period, (2) if the Issuer refuses to comply with such request and the Issuer’s refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Issuer an amount or undertaking sufficient to cover such reasonable fees and expenses, and (3) if the Issuer refuses to comply with such request and the Issuer’s refusal to comply is based on its reasonable expectation that it or any approval of its members, officers, agents or consent employees shall be subject to potential liability, the party seeking such order or decree shall (a) agree to indemnify, defend and hold harmless the Issuer and its members, officers, directors, agents and employees against any liability incurred as a result of its compliance with such demand, and (b) if requested by the Issuer, furnish to the Issuer satisfactory security to protect the Issuer and its members, officers, directors, agents and employees against all liability expected to be given by it hereunderincurred as a result of compliance with such request.

No Recourse; Special Obligation. (Aa) The obligations and agreements of the Issuer Agency and the Company contained herein and in the other Financing Documents and any other instrument or document executed in connection therewithherewith, and any other instrument or document supplemental hereto thereto or theretohereto, shall be deemed the obligations and agreements of the IssuerAgency, and the Company and not of any memberdirector, 60310-016v8 officer, directoremployee, member, agent (other than the Company) or employee representative of the Issuer Agency and the Company in his individual capacity, and the membersdirectors, officers, directorsemployees, members, agents (other than the Company) and employees or representatives of the Issuer Agency and the Company shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. (Bb) The obligations and agreements of the Issuer Agency contained herein hereby shall not constitute or give rise to any obligations an obligation of the Town State or of Colonie, New York or the State County and neither the Town of Colonie, New York State nor the State County shall be liable hereon or thereon, and and, further, such obligations and agreements shall not constitute or give rise to a general obligation of the IssuerAgency, but rather shall constitute limited obligations of the Issuer Agency, payable solely from the revenues of the Issuer Agency derived and to be derived from the sale or other disposition of the Project Facility (except for revenues derived by the Issuer Agency with respect to the Unassigned Rights). (Cc) No order or decree of specific performance with respect to any of the obligations of the Issuer Agency hereunder (other than pursuant to Section 602 hereof, and then only to the extent of the Issuer's obligations thereunder) shall be sought or enforced against the Issuer Agency unless (i) the party seeking such order or decree shall first have complied requested the Agency in writing to take the action sought in such order or decree of specific performance, and ten (10) days shall have elapsed from the date of receipt of such request, and the Agency shall have refused to comply with Section 516 hereofsuch request (or, if compliance therewith would reasonably be expected to take longer than ten (10) days, shall have failed to institute and diligently pursue action to cause compliance with such request) or failed to respond within such notice period, (ii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with the Agency an amount or undertaking sufficient to cover such reasonable fees and expenses, and (iii) if the Agency refuses to comply with such request and the Agency's refusal to comply is based on its reasonable expectation that it or any of its directors, officers, employees, members, agents (other· than the company) or representatives of the Agency shall be subject to potential liability, the party seeking .such order or decree shall agree to indemnify and hold harmless the Agency and its directors, officers, employees, members, agents (other than the Company) and representatives of the Agency against all liability expected to be incurred as a· result of compliance with such request. (Dd) The Issuer obligations and agreements of the Company contained herein and any other instrument or document executed in connection herewith, and any other instrument or document supplemental thereto or hereto, shall be entitled to deemed the advice obligations and agreements of counsel (who may be counsel to the Company, and not of any party member, direct or to any Bondholder) indirect beneficial owners, affiliates, partners, shareholders, officers, directors, agents, employees or representatives of the Company in his or their individual capacity, and shall be wholly protected as to any action taken the members, direct or omitted to be taken in good faith in reliance on such advice. The Issuer may rely conclusively on any noticeindirect beneficial owners, certificate affiliates, partners, shareholders, officers, directors, agents and employees or other document furnished to it under any Financing Document and reasonably believed by it to be genuine. The Issuer 60310-016v8 representatives of the Company shall not be liable for personally hereon or thereon or be subject to any action taken by it in good faith and reasonably believed by it to be within the discretion personal liability or power conferred accountability based upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion respect hereof or power, thereof or taken by it pursuant to any direction or instruction by which it is governed under any Financing Document, or omitted to be taken by it by reason of the lack of direction or instruction required for such action under any Financing Document, and shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Issuer is called for by the Indenture, the Issuer may defer such action pending an investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any Person except by its own members, officers and employees. (E) In approving, concurring in or consenting to any action or in exercising any discretion or in making any determination under the Indenture, the Issuer may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties hereto and the Bondholders; provided, however, that nothing herein shall be construed as conferring on any Person other than the Trustee, the Bank and the Bondholders any right to notice, hearing contemplated hereby or participation in the Issuer's consideration, and nothing in this Section 1109 shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Subject to the foregoing, the Issuer shall not unreasonably withhold any approval or consent to be given by it hereunderthereby.