Common use of Representations and Covenants of Agency Clause in Contracts

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5, 2018, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5November 14, 2018, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire has acquired a subleasehold fee title interest in the Land and a leasehold interest in the Improvements, cause caused the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease and sub-sublease continue leasing the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5November 29, 20182011, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- By-Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenIslip, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under wider the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold interest in cause the Land and a leasehold interest in to be acquired, the Improvements, cause the Improvements improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease and sub-sublease lease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5, 2018adopted on May 6. 2003, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “"significant impact” " or “"significant effect” " on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of a. or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby thereby, will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, thereof or of the Agency’s 's Certificate of Establishment or By- By-Laws, as amended, or of any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenIslip, New York in furtherance of the Public Purposes of the AgencyYork. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed [constructed, renovated] and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5[ ], 201820[ ], the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, [the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act.] [OR] [the [demolition, construction, renovation, equipping] of the Facility is a Type II action within the meaning of the SEQR Act].1 (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenIslip, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are the Agency deems necessary or desirable to carry out the intent and purposes of this Lease Agreement. (h) The undertaking of the Project is anticipated to serve the Public Purposes of the State [by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.]2

Representations and Covenants of Agency. The Agency makes --------------------------------------- the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold interest in cause the Land and a leasehold interest in the Improvementsto be acquired, cause the Improvements to be constructed acquired and renovated and the Fixture Equipment to be acquired and installed and will lease, sublease and sub-sublease lease the Facility to the Company pursuant to this Facility Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5adopted on November 23, 20181993, and amended and supplemented by a resolution adopted on December 2, 1994, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “"significant impact” " or “"significant effect” " on the environment within the meaning of the SEQR Act. By the Approving Resolution, the Agency authorized the execution, delivery and performance of the Agency Documents. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby thereby, will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, thereof or of the Agency’s 's Certificate of Establishment or By- LawsBy-laws, as amended, or of any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Lawslaws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Facility Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenSuffolk County, New York in furtherance of the Public Purposes of the AgencyYork. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be renovated and constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5August 3, 2018, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant adverse environmental impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town City of BrookhavenPoughkeepsie, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5August 21, 20182019, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are the Agency deems necessary or desirable to carry out the intent and purposes of this Lease Agreement. (h) The undertaking of the Project is anticipated to serve the Public Purposes of the State by preserving economic welfare of the people of the State and to improve their standard of living.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed renovated and the Facility Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Company Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5April 21, 20182021, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company and the Sublessees relating to the Facility, the construction, renovation, and equipping of the Facility would not have is a “significant impact” or “significant effect” on the environment Type II action within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s 's Certificate of Establishment or By- By-Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company and the Sublessees to utilize the Facility in the Town of BrookhavenIslip, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Phase 2B Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5the Authorizing Resolution, 2018adopted by the Agency on January 23, 2024, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Phase 2B Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning Phase 2B Facility, as part of the XXX, is an “Action” under (and as defined in) the SEQRA Act which minimizes or avoids adverse environmental effects to the maximum extent practicable and such adverse environmental effects revealed will be minimized or avoided by incorporating as conditions those mitigative measures which were identified as practicable, all as more particularly described in the Findings Statement of the Town of Brookhaven Town Board, adopted on June 24, 2014, and thus all of the provisions of SEQR Acthave been complied with. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Phase 2B Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are the Agency deems necessary or desirable to carry out the intent and purposes of this Lease Agreement. (h) The undertaking of the Project is anticipated to serve the Public Purposes of the State by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, Improvements cause the Improvements to be constructed and the Facility Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Company Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5February 18, 20182015, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- By-Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-By- Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company and the Sublessee to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Facility Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Company Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5November 12, 2018, the Agency determined that2020, based upon the review by the Agency of the materials submitted and the representations made by the Company and the Sublessee relating to the Facility, the Facility Agency acknowledged that the Town of Poughkeepsie Planning Board (the “Planning Board”), serving as Lead Agency, had on March 19, 2015, as reaffirmed on December 13, 2017, adopted a Negative Declaration and Determination of Non-Significance (the “Negative Declaration”), determining that the proposed construction of the Project would not result in any significant adverse environmental impacts, and the Agency adopted the reasoning set forth in the Negative Declaration and determined that the Project would not have a “significant impact” or “significant effect” on the environment within the meaning of as defined under the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company and the Sublessee to utilize the Facility in the Town of BrookhavenDutchess County, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Company to demolish the existing buildings, construct the Improvements and to be constructed acquire and install the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5September 16, 20182020, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are the Agency deems necessary or desirable to carry out the intent and purposes of this Lease Agreement. (h) The undertaking of the Project is anticipated to serve the Public Purposes of the State by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed or renovated and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 527, 2018, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenDutchess County, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, existing Improvements and will cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5duly adopted on July 19, 20182016, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company in its application for financial assistance relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby thereby, will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, thereof or of the Agency’s Certificate of Establishment or By- By-Laws, as amended, or of any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenDutchess County, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed renovated and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5April 24, 20182017, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. Such resolution has not been rescinded as of the date of this Lease Agreement. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- By-Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town County of BrookhavenOntario, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold interest in cause the Land and a leasehold interest in the Improvementsto be acquired, cause the Improvements to be constructed acquired and reconstructed and the Equipment Equipment, if any, to be acquired and installed and will lease, sublease and sub-sublease lease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June adopted on December 5, 20181997, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “"significant impact” " or “"significant effect” " on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby thereby, will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, thereof or of the Agency’s 's Certificate of Establishment or By- LawsBy-laws, as amended, or of any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Lawslaws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenXxxxx County, New York in furtherance of the Public Purposes of the AgencyYork. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed [constructed/renovated] and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5[ ], 201820[ ], the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, [the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act.] [OR] [the (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement. (h) The undertaking of the Project is anticipated to serve the Public Purposes of the State [by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.]2

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold sub-leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and renovated and the Equipment to be acquired and installed and will lease, sublease sub-lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5March 19, 20182021, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. The Agency also acknowledges that the Town of Poughkeepsie Planning Board, serving as Lead Agency, has on December 17, 2020 adopted a Negative Declaration and Determination of Non-Significance determining that the proposed construction of the Project would not result in any significant adverse environmental impacts, and the Agency adopted as its own SEQR Findings, the Findings Statement as adopted by the Planning Board. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenDutchess County, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease the Equipment and sub-sublease the Facility Land and Improvements to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June September 5, 2018, the Town of Hyde Park Planning Board, serving as Lead Agency, adopted the SEQRA Negative Declaration and Determination of Non- Significance (the “Negative Declaration”), certified that the requirements of the SEQRA regulations have been met and determined that the Project would not result in any significant adverse impact on the environment with the reasons for its determination stated therein. The Agency determined that, based upon was an Involved Agency under the coordinated review and is bound by the Agency of Planning Board’s determination that the materials submitted and the representations made by the Company relating to the Facility, the Facility would Project will not have a “significant impact” adverse impact or “significant effect” adverse effect on the environment within the meaning of the SEQR Actas defined under SEQRA. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenDutchess County, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be renovated and constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5March 11, 20182020 (“Approving Resolution Date”), the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “"significant adverse environmental impact” or “significant effect” " on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s 's Certificate of Establishment or By- By-Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-By- Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town City of BrookhavenPoughkeepsie, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in Improvements existing on the Improvementsdate hereof, cause the Improvements Project Work to be constructed and undertaken by the Equipment to be acquired and installed Company in accordance with the provisions hereof and will lease, sublease and sub-sublease lease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5, 2018, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (ed) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (fe) The Agency has been induced to enter into this Lease Agreement by the undertaking commitment of the Company to undertake the Project Work hereunder, to undertake the Project Work under the Additional XXX Documents, to acquire the 000 Xxxxx Xxxxxx Facility in Farmingdale, New York, to maintain certain employment levels in the Town, to relocate its woodwinds manufacturing facility from California to the Town and utilize the Facility in the Town of BrookhavenBabylon, New York York, all of which will result in an increase in the amount of manufacturing, warehousing, distribution and commercial facilities in the Town of Babylon, all in furtherance of the Public Purposes of the Agency. (gf) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5November 18, 20182015, the Agency determined thatadopted the Town Board’s determination as Lead Agency under the SEQR Act, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, that the Facility would not have a “significant impact” or “significant effect” on the environment within environment, which constitutes a negative declaration for the meaning purposes of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5February 26, 20182020, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of Brookhaven, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are the Agency deems necessary or desirable to carry out the intent and purposes of this Lease Agreement. (h) The undertaking of the Project is anticipated to serve the Public Purposes of the State by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed renovated and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 5November 15, 2018, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the renovation and equipping of the Facility would not have a constitutes an “significant impactUnlisted Action” or “significant effect” on the environment within the meaning of the SEQR ActAct and issued a negative declaration with respect thereto. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- By-Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town County of BrookhavenSuffolk, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.

Representations and Covenants of Agency. The Agency makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Agency is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Agency Documents and the other documents contemplated thereby. Each of the Agency Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Agency. (b) The Agency will acquire a subleasehold leasehold interest in the Land and a leasehold interest in the Improvements, cause the Improvements to be constructed and the Equipment to be acquired and installed and will lease, sublease lease and sub-sublease the Facility to the Company pursuant to this Lease Agreement, all for the Public Purposes of the State. (c) By resolution dated June 524, 20182020, as amended and supplemented by the resolutions dated December 16, 2021 and April 8, 2022, the Agency determined that, based upon the review by the Agency of the materials submitted and the representations made by the Company relating to the Facility, the Facility would not have a “significant impact” or “significant effect” on the environment within the meaning of the SEQR Act. (d) Neither the execution and delivery of any of the Agency Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Agency Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, any other law or ordinance of the State or any political subdivision thereof, the Agency’s Certificate of Establishment or By- Laws, as amended, or any corporate restriction or any agreement or instrument to which the Agency is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Agency under the terms of the Act or any such law, ordinance, Certificate of Establishment, By-Laws, restriction, agreement or instrument, except for Permitted Encumbrances. (e) Each of the Agency Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms. (f) The Agency has been induced to enter into this Lease Agreement by the undertaking of the Company to utilize the Facility in the Town of BrookhavenDutchess County, New York in furtherance of the Public Purposes of the Agency. (g) The Agency will execute, acknowledge (if appropriate) and deliver from time to time such instruments and documents which are necessary or desirable to carry out the intent and purposes of this Lease Agreement.