Common use of RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING Clause in Contracts

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 35 Section 9.1 Restriction on Sale of Facility; Release of Certain Land 35 Section 9.2 Removal of Facility Equipment 35 Section 9.3 Assignment and Subleasing 36 Section 9.4 Merger of Agency 37 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 37 Section 10.1 Events of Default Defined 37 Section 10.2 Remedies on Default 39 Section 10.3 Remedies Cumulative 40 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 40 Section 10.5 No Additional Waiver Implied by One Waiver 40 Section 10.6 Certificate of No Default 40 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 41 Section 11.1 Early Termination of Lease Agreement 41 Section 11.2 Conditions to Termination of Lease Agreement 41 Section 11.3 Conveyance on Termination 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 ARTICLE XII LENDER PROVISIONS 42 Section 12.1 Subordination of Lease Agreement 42 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 42 Section 12.3 Pledge of Company’s Interest to Lender 42 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 42 Section 12.5 References to Lender, Loan or Mortgage 43 ARTICLE XIII ENVIRONMENTAL MATTERS 43 Section 13.1 Environmental Representations of the Company 43 Section 13.2 Environmental Covenants of the Company 44 Section 13.3 Survival Provision 46 ARTICLE XIV MISCELLANEOUS 46 Section 14.1 Notices 46 Section 14.2 Binding Effect 47 Section 14.3 Severability 48 Section 14.4 Amendments, Changes and Modifications 48 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 Execution of Counterparts 48 Section 14.7 Applicable Law 48 Section 14.8 List of Additional Facility Equipment; Further Assurances 48 Section 14.9 Survival of Obligations 48 Section 14.10 Table of Contents and Section Headings Not Controlling 48 Section 14.11 Waiver of Trial by Jury 48 EXHIBIT A Legal Description of Real Property EXHIBIT B Facility Equipment EXHIBIT C PILOT Schedule EXHIBIT D Sales Tax Agent Authorization Letter EXHIBIT E Sales Tax Registry EXHIBIT F Project Budget EXHIBIT G State Bureau of Public Works Certification for Covered Project Form EXHIBIT X Form Tenant Agency Compliance Agreement SCHEDULE A Schedule of Definitions THIS AMENDED AND RESTATED LEASE AND PROJECT AGREEMENT, dated as of the date set forth on the cover page hereto (this “Lease Agreement”), is between the TOWN OF BABYLON INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at 00 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the “Agency”), and D’ADDARIO & COMPANY, INC., a corporation duly organized and validly existing under the laws of the State of New York, having its principal office at 000 Xxxxx Xxxxxx, Farmingdale, New York 11735 (the “Company”). WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York (the “Enabling Act”) was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 35 31 Section 9.1 Restriction on Sale of Facility; Release of Certain Land 35 31 Section 9.2 Removal of Facility Equipment 35 31 Section 9.3 Assignment and Subleasing 36 32 Section 9.4 Merger of Agency 37 33 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 37 33 Section 10.1 Events of Default Defined 37 33 Section 10.2 Remedies on Default 39 35 Section 10.3 Remedies Cumulative 40 35 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 40 36 Section 10.5 No Additional Waiver Implied by One Waiver 40 36 Section 10.6 Certificate of No Default 40 36 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 41 36 Section 11.1 Early Termination of Lease Agreement 41 36 Section 11.2 Conditions to Termination of Lease Agreement 41 36 Section 11.3 Conveyance on Termination 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 37 ARTICLE XII LENDER PROVISIONS 42 37 Section 12.1 Subordination of Lease Agreement 42 37 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 42 37 Section 12.3 Pledge of Company’s Interest to Lender 42 37 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 42 38 Section 12.5 References to Lender, Loan or Mortgage 43 38 ARTICLE XIII ENVIRONMENTAL MATTERS 43 38 Section 13.1 Environmental Representations of the Company 43 38 Section 13.2 Environmental Covenants of the Company 44 39 Section 13.3 Survival Provision 46 42 ARTICLE XIV MISCELLANEOUS 46 42 Table of Contents (continued) Page Section 14.1 Notices 46 42 Section 14.2 Binding Effect 47 43 Section 14.3 Severability 48 43 Section 14.4 Amendments, Changes and Modifications 48 43 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 Execution of Counterparts 48 43 Section 14.6 Applicable Law 43 Section 14.7 Applicable Law 48 Section 14.8 List of Additional Facility Equipment; Further Assurances 48 43 Section 14.9 14.8 Survival of Obligations 48 43 Section 14.10 14.9 Table of Contents and Section Headings Not Controlling 48 43 Section 14.11 14.10 Waiver of Trial by Jury 48 44 EXHIBIT A Legal Description of Real Property EXHIBIT B Facility Equipment EXHIBIT C PILOT Schedule EXHIBIT D Mortgage Requirements EXHIBIT E Sales Tax Agent Authorization Letter EXHIBIT E F Sales Tax Registry EXHIBIT F Project Budget G Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT G State Bureau H Exceptions to Representations and Warranties of Public Works Certification for Covered Project Form Company EXHIBIT X Form Tenant Agency Compliance Agreement I Collateral Assignment, Financing Provisions SCHEDULE A Schedule of Definitions THIS AMENDED AND RESTATED LEASE AND PROJECT AGREEMENT, dated as of the date set forth on the cover page hereto August 1, 2016 (this “Lease Agreement”), is between the TOWN OF BABYLON BROOKHAVEN INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at 00 Xxxx Xxxx Xxxxxx0 Xxxxxxxxxxxx Xxxx, Xxxxxxx0xx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxx 00000 (the “Agency”), and D’ADDARIO & COMPANYAMERICAN CAPITAL ENERGY-MANORVILLE, INC.LLC, a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware and authorized to transact business in the State of New York, having its principal office at 000 Xxxxx Xxxxxxxxx Xxxxxx, FarmingdaleXxxxxxxx 0, New York 11735 Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxxxx 00000 (the “Company”). R E C I T A L S WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York (the “Enabling Act”) was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 35 Section 9.1 MORTGAGE AND PLEDGE OF INTERESTS 14 Restriction on Sale of Facility; Release of Certain Land 35 Section 9.2 14 Removal of Facility Equipment 35 Section 9.3 14 Assignment and Subleasing 36 Section 9.4 Merger of Agency 37 ARTICLE X EVENTS OF 15 DEFAULT AND REMEDIES 37 Section 10.1 16 Events of Default Defined 37 Section 10.2 16 Remedies on Default 39 Section 10.3 17 Remedies Cumulative 40 Section 10.4 17 Agreement to Pay Attorneys’ ' Fees and Expenses 40 Section 10.5 18 No Additional Waiver Implied by One Waiver 40 Section 10.6 Certificate of No Default 40 ARTICLE XI 18 EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR AGREEMENT; OBLIGATIONS OF COMPANY 41 Section 11.1 18 Early Termination of Lease Agreement 41 Section 11.2 Conditions 18 Obligation to Termination of Lease Agreement 41 Section 11.3 Purchase Facility 18 Conveyance on Termination 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 ARTICLE XII LENDER PROVISIONS 42 Section 12.1 Subordination of Lease Agreement 42 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 42 Section 12.3 Pledge of Company’s Interest to Lender 42 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 42 Section 12.5 References to Lender, Loan or Mortgage 43 ARTICLE XIII ENVIRONMENTAL MATTERS 43 Section 13.1 Environmental Representations of the Company 43 Section 13.2 Environmental Covenants of the Company 44 Section 13.3 Survival Provision 46 ARTICLE XIV Purchase 18 MISCELLANEOUS 46 Section 14.1 19 Notices 46 Section 14.2 19 Binding Effect 47 Section 14.3 19 Severability 48 Section 14.4 19 Amendments, Changes and Modifications 48 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 19 Execution of Counterparts 48 Section 14.7 20 Applicable Law 48 Section 14.8 List of Additional Facility Equipment; Further Assurances 48 Section 14.9 20 Recording and Filing 20 Survival of Obligations 48 Section 14.10 Table of Contents and 20 Section Headings Not Controlling 48 Section 14.11 Waiver of Trial by Jury 48 20 No Broker 20 No Recourse; Special Obligation 20 No Joint Venture Created 21 EXHIBIT A — Legal Description of Real Property Leased Premises A-1 EXHIBIT B Facility — Equipment EXHIBIT C PILOT Schedule EXHIBIT D Sales Tax Agent Authorization Letter EXHIBIT E Sales Tax Registry EXHIBIT F Project Budget EXHIBIT G State Bureau of Public Works Certification for Covered Project Form EXHIBIT X Form Tenant Agency Compliance Agreement SCHEDULE A Schedule of Definitions B-1 LEASEBACK AGREEMENT THIS AMENDED AND RESTATED LEASE AND PROJECT LEASEBACK AGREEMENT, dated as of March 1, 2013 (the date set forth on the cover page hereto (this “Lease "Leaseback Agreement”"), is by and between the TOWN OF BABYLON ORANGE COUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation duly existing under the laws of the State of New York, having its office York with offices at 00 Xxxx 000 Xxxx Xxxxxx, XxxxxxxXxxxxx, Xxx Xxxx 00000 (the “"Agency”), ") and D’ADDARIO & COMPANY, INC.WALLKILL REALTY PARTNERS LLC, a corporation duly organized limited liability company formed and validly existing under the laws of the State of New York, having its principal office with offices at 000 Xxxxx Xxxxxxxxxxx Xxxxxx, FarmingdaleXxxxx X-000, New York 11735 Xxx Xxxxx, Xxx Xxxx 00000 (the “"Company”"). WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York (the “Enabling Act”) was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and.

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 35 29 Section 9.1 Restriction on Sale of Company Facility; Release of Certain Land 35 Land. 29 Section 9.2 Removal of Facility Equipment 35 Equipment. 30 Section 9.3 Assignment and Subleasing 36 31 Section 9.4 Mortgage and Pledge of Agency’s Interests to Lender 32 Section 9.5 Pledge of Company’s Interest to Lender 32 Section 9.6 Merger of Agency 37 32 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 37 33 Section 10.1 Events of Default Defined 37 Defined. 33 Section 10.2 Remedies on Default 39 35 Section 10.3 Remedies Cumulative 40 36 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 40 Expenses. 36 Section 10.5 No Additional Waiver Implied by One Waiver 40 36 Section 10.6 Certificate of No Default 40 36 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 41 37 Section 11.1 Early Termination of Lease Agreement 41 37 Section 11.2 Conditions to Termination of Lease Agreement 41 37 Section 11.3 Conveyance on Termination 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 37 ARTICLE XII LENDER PROVISIONS 42 MISCELLANEOUS 38 Section 12.1 Subordination of Lease Agreement 42 Notices 38 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 42 Binding Effect 38 Section 12.3 Pledge of Company’s Interest to Lender 42 Severability 38 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 42 Section 12.5 References to Lender, Loan or Mortgage 43 ARTICLE XIII ENVIRONMENTAL MATTERS 43 Section 13.1 Environmental Representations of the Company 43 Section 13.2 Environmental Covenants of the Company 44 Section 13.3 Survival Provision 46 ARTICLE XIV MISCELLANEOUS 46 Section 14.1 Notices 46 Section 14.2 Binding Effect 47 Section 14.3 Severability 48 Section 14.4 Amendments, Changes and Modifications 48 39 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 12.5 Execution of Counterparts 48 39 Section 14.7 12.6 Applicable Law 48 39 Section 14.8 List of Additional Facility Equipment; Further Assurances 48 Section 14.9 12.8 Survival of Obligations 48 39 Section 14.10 12.9 References to Lender, Loan, Note, or Mortgage 39 Section 12.10 Table of Contents and Section Headings Not Controlling 48 Section 14.11 Waiver of Trial by Jury 48 39 EXHIBIT A Legal Description of Real Property EXHIBIT B Facility Equipment EXHIBIT C PILOT Schedule Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT D Mortgage Requirements EXHIBIT E Sales Tax Agent Authorization Letter EXHIBIT E F Sales Tax Registry EXHIBIT F Project Budget EXHIBIT G State Bureau of Public Works Certification for Covered Project Form EXHIBIT X Form Tenant Agency Compliance Agreement SCHEDULE A Schedule of Definitions THIS AMENDED AND RESTATED LEASE AND PROJECT AGREEMENT, dated as of the date set forth on the cover page hereto May 1, 2015 (this “Lease Agreement”), is between the TOWN OF BABYLON BROOKHAVEN INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at 00 Xxxx Xxxx Xxxxxx0 Xxxxxxxxxxxx Xxxx, Xxxxxxx0xx Xxxxx, Xxx Xxxx 00000 Farmingville, New York 11738 (the “Agency”), and D’ADDARIO D & COMPANYF PATCHOGUE A.L., INC.LLC, a corporation duly limited liability company, organized and validly existing under the laws of the State of New York, having its principal office an address at 000 Xxxxx XxxxxxXxxxxxxxxxx Xxxx, FarmingdaleXxxxxxxxx, New York 11735 Xxx Xxxx 00000 (the “Company”). R E C I T A L S WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York (the “Enabling Act”) was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and