Common use of Representations and Covenants of Tenant Clause in Contracts

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of __________ [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ [____]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant represents and warrants that the execution and delivery by Tenant of, and the performance of its obligations under, this Agreement have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, mortgage or other material agreement binding on Tenant, or any valid order of any court, or regulatory agency or other body having authority to which Tenant is subject. This Agreement constitutes a [banking corporation] [business corporation] [legal and valid obligation of Tenant, enforceable against Tenant, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium or laws relating to or affecting creditors' rights generally and general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized principles of equity whether such enforceability is considered m a proceeding in equity or at law, and validly existing under the laws of the State of [and authorized to transact business as may be otherwise provided for in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best Tenant shall take good care of the Tenant’s knowledgeSystem and conduct all required maintenance and make all repairs thereto. Except as otherwise expressly provided herein, neither Landlord shall have no duty or liability to Tenant with respect to the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation maintenance, repair or security of the transactions contemplated hereby nor Premises or the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is boundSystem. (c) Any Except as expressly provided in Section 5.1 (c), Tenant shall make all arrangements for and pay directly to the entity providing the service, before delinquent, all leasehold improvements undertaken charges for all utilities and services furnished to or used by it, including without limitation, electricity, water, telephone/internet service, trash collection and connection charges. In the event that Tenant desires to undertake maintenance, repair, upgrade, replacement or security activities with respect to electrical transmission or distribution lines owned by Landlord, Tenant may do so at Tenant's expense subject to the Demised Premises and the designapproval of Landlord, acquisitionwhich shall not be unreasonably withheld, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability conditioned or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsectiondelayed. (d) The Tenant Agency Compliance Agreement constitutes a legalrepresents that, valid and binding obligation except for the need to remove, trim, prune, top or otherwise control the growth of certain vegetation on the Property, the existing conditions of the Tenant enforceable against Premises are acceptable and provide for unobstructed flow of Insolation for the purposes stated hereunder. Further, Xxxxxx is aware of surrounding and abutting and adjacent properties and in their opinion said properties do not interfere, as of the Effective Date, with the conditions necessary for the Tenant in accordance with its termsto construct, own, operate or maintain the System. (e) Under penalty Tenant will, at its sole cost and expense, obtain any permits or approvals required in connection with the installation, operation and maintenance of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulationsSystem on the Premises.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and York,[ and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Project Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained:: 1Take from Lease Agreement (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises Facility and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant represents and warrants that the execution and delivery by Tenant of, and the performance of its obligations under, this Agreement have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, mortgage or other material agreement binding on Tenant, or any valid order of any court, or regulatory agency or other body having authority to which Tenant is subject. This Agreement constitutes a [banking corporation] [business corporation] [legal and valid obligation of Tenant, enforceable against Tenant, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium or laws relating to or affecting creditors’ rights generally and general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized principles of equity whether such enforceability is considered in a proceeding in equity or at law, and validly existing under the laws of the State of [and authorized to transact business as may be otherwise provided for in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best Tenant shall take good care of the Tenant’s knowledgePremises and the System, neither ordinary wear and tear excepted, and conduct all required maintenance and make all repairs thereto. Tenant agrees to maintain the execution Premises in such a manner that it is not deemed a nuisance, which would include using commercially reasonable efforts to trim and delivery of this mow the vegetation under and among the panels on the Premises and to maintain the Premises in such a park like manner or aesthetically pleasing manner; provided that Landlord acknowledges and agrees that Tenant Agency Compliance Agreement nor shall have no obligation to trim or mow such vegetation more than three times per year. Except as otherwise expressly provided herein, Landlord shall have no duty or liability to Tenant with respect to the consummation maintenance, repair or security of the transactions contemplated hereby nor Premises or the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is boundSystem. (c) Any Except as expressly provided in Section 5.1(b), Tenant shall make all arrangements for and pay directly to the entity providing the service, before delinquent, all leasehold improvements undertaken charges for all utilities and services furnished to or used by it, including without limitation, gas, electricity, water, steam, telephone service, trash collection and connection charges. In the event that Tenant desires to undertake maintenance, repair, upgrade, replacement or security activities with respect to electrical transmission or distribution lines owned by Landlord, Tenant may do so at Tenant’s expense subject to the Demised Premises and the designapproval of Landlord, acquisitionwhich shall not be unreasonably withheld, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability conditioned or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsectiondelayed. (d) The Tenant Agency Compliance Agreement constitutes a legalrepresents that, valid and binding obligation except for the need to remove, trim, prune, top or otherwise control the growth of certain vegetation on the Premises, the existing conditions of the Tenant enforceable against Premises, including but not limited to the level of dust generated by the adjacent parking lots and soccer fields as of the Effective Date, are acceptable and provide for unobstructed flow of Insolation for the purposes stated hereunder. Further, Xxxxxx is aware of surrounding and abutting and adjacent properties and in their opinion said properties do not interfere, as of the Effective Date, with the conditions necessary for the Tenant in accordance with its termsto construct, own, operate or maintain the System. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and York[, and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Company Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and York[, and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The (a) Tenant makes the following representations represents and covenants as the basis warrants, for the undertakings on its part herein containedbenefit of Landlord, the Director and the Trustee, that: (ai) The Tenant It is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] company duly organized and organized, validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and Nevada and is duly qualified to do business in and in good standing in the State of [ ]] State, and has all requisite power to conduct its business as now conducted and to own, hold and lease its assets and properties, and is duly qualified to do business in all other jurisdictions in which it is required to be qualified, except where failure to be so qualified does not have a material adverse effect on it, and will remain so qualified and in good standing during the Loan Term. (ii) It has full legal right, power and authority to execute, deliver and perform this each Operative Document to which it is a party and to enter into and carry out the transactions contemplated hereby and thereby Such execution, delivery and performance of each Operative Document to which it is a party do not, and will not, violate any laws applicable to Tenant Agency Compliance Agreementor violate Tenant’s Governing Instruments and do not, and will not, conflict with or result in a default under any agreement or instrument to which Tenant is a party or by which it or any of its assets or property is or may be bound. This The Operative Documents to which Tenant Agency Compliance Agreement has is a party have, by proper action, been duly authorized, executed and delivered by Tenant and all steps necessary have been taken by Tenant to constitute the Operative Documents to which it is a party legal, valid, binding and enforceable obligations of Tenant. (biii) To The provision of financial assistance pursuant to the best Financing Approval Documents, the Loan Agreement and this Lease Agreement induced Tenant to remain in Ohio and expand that business of Tenant to be conducted by the use of the Project for the Project Purposes in the City, thereby creating new jobs and preserving existing jobs and employment opportunities and improving the economic welfare of the people of the State. Tenant would not be in a position to undertake the Provision of the Project, the Adjacent Hangar Demolition and the Related Area Improvements without the financial assistance under the Act afforded by the State Loan, the LDI Loan and the State Assistance. The provision of financial assistance pursuant to the Financing Approval Documents, the Loan Agreement and this Lease Agreement induced Tenant, to undertake the Project without having an adverse effect on other enterprises providing jobs for people of the State, thereby preserving existing jobs and improving the economic welfare of the people of the State. The Provision of the Project, the Adjacent Hangar Demolition and the Related Area Improvements, and the operation of the Project, alone or in conjunction with other facilities, will preserve existing and create additional jobs and employment opportunities and improve the economic welfare of the people of the State. (iv) Tenant presently intends that the Project will be used and operated in a manner consistent with the Project Purposes at the Premises until the end of the Lease Term and Tenant knows of no reason why the Project will not be so operated. (v) The Project will be completed, operated and maintained in such manner as to conform with all applicable Environmental Laws and applicable zoning, planning, building and other applicable governmental regulations imposed by a Governmental Authority and so as to be consistent with the purposes of the Act and the Port Act. (vi) There are no actions, suits or proceedings pending or, to the knowledge of Tenant threatened, against or affecting Tenant or the Project which, if adversely determined, would individually or in the aggregate materially impair the ability of Tenant to perform any of Tenant’s knowledge, neither obligations under the execution and delivery Operative Documents or adversely affect the financial condition of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute Tenant. (vii) There does not exist a default by Tenant under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereoflaw, the Tenant’s organizational documentsordinance, as amendedregulation, or any restriction or any decree, order, agreement or instrument of any nature whatsoever to which the Tenant is a party or by which it is boundbound or to which it or any of its property is subject that would materially impair the ability of Tenant to perform any of Tenant’s obligations under the Operative Documents, nor is it in default under any of the Operative Documents, or in the payment of any indebtedness for borrowed money or under any agreement or instrument evidencing any such indebtedness as to which the foregoing representation is made, and no event has occurred which, by notice, the passage of time or both, would constitute such a default that would materially impair the ability of Landlord to perform any of Landlord’s obligations under the Operative Documents. (cviii) Any The zoning ordinances applicable to the Project, the Adjacent Hangar Demolition and the Related Area Improvements permit the Provision of the Project, the Adjacent Hangar Demolition and the Related Area Improvements on or adjacent to the Premises in accordance with the Plans and Specifications and the operation of Tenant’s business at the Premises; and, all leasehold improvements undertaken utilities, including water, storm and sanitary sewer, gas, electric and telephone, and rights of access to public ways are available or will be provided to the Premises in sufficient locations and capacities to meet the requirements of operating the Project and of any applicable Governmental Authority. (ix) Tenant has made no contract or arrangement of any kind, other than the Operative Documents, which has given rise to, or the performance of which by the other party thereto would give rise to, a lien or claim of lien on the Project or other than liens granted by the Loan Documents, except Permitted Encumbrances. (x) No representation or warranty made by Tenant, or any Affiliate of Tenant, and contained in any of the Financing Approval Documents or the Operative Documents, and no statement contained in any certificate, schedule, list, financial statement or other instrument furnished to the Director by or on behalf of Tenant, including, without limitation, the Application, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (xi) All proceeds of the State Assistance, the State Loan and the LDI Loan shall be used for the payment of, or reimbursement to Tenant for, Allowable Costs. No part of any such proceeds shall be knowingly paid to or retained by Tenant, or any officer, agent or employee of Tenant or any member of its Board of Directors, or any officer, director, shareholder or employee of Tenant, as a fee, kick-back or consideration of any type. Tenant has no identity of interest with any supplier, contractor, architect, subcontractor, laborer or materialman performing work or services or supplying materials in connection with the Provision of the Project, the Adjacent Hangar Demolition or the Related Area Improvements. (xii) To the actual knowledge of Tenant, after reasonable investigation under the circumstances, except as disclosed in the Environmental Report, (1) no Hazardous Substance, Hazardous Waste, Toxic Chemical or Petroleum has been discharged, dispersed, released, stored or treated at the Project Site, except in material compliance with Environmental Laws; (2) no Hazardous Substance, Hazardous Waste, Toxic Chemical or Petroleum will be discharged, dispersed, released, stored or treated at the Project Site, except in compliance with Environmental Laws; (3) no asbestos or asbestos-containing materials have been or will be installed, used or incorporated into any buildings, structures, additions, improvements, facilities, fixtures or installations at the Project Site, or disposed of on or otherwise released at or from the Project Site, except in compliance with Environmental Laws; (4) no underground storage tanks are located at the Project Site; (5) no investigation, administrative order, consent order and agreement, litigation or settlement under any Environmental Law with respect to any Hazardous Substance, Hazardous Waste, Toxic Chemical, Petroleum, asbestos or asbestos containing material is proposed, in existence or threatened or anticipated with respect to the Demised Premises Project or the Project Site; and (6) the Project and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform Project Site are in all material respects compliance with all applicable zoning, planning, building Environmental Laws and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency has not received any notice from any entity, Governmental Authority, or individual claiming any violation of, or requiring compliance with, any Environmental Law. To the actual knowledge of Tenant, after reasonable investigation under the circumstances, except as disclosed in the Environmental Report, no “clean up” of the Project or the Project Site has occurred pursuant to any applicable Environmental Laws which would give rise to (i) liability on the part of any person, entity or expenses, including reasonable attorneys’ fees, resulting from association to reimburse any failure by Governmental Authority for the Tenant to comply with costs of any such “clean up,” or (ii) a lien or encumbrance on the provisions of this subsectionProject. (dxiii) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation Upon completion of the Tenant enforceable against Provision of the Tenant Project, the Adjacent Hangar Demolition and the Related Area Improvements, Landlord, as owner of the Project Site and the Air Park will own the Project, the Adjacent Hangar Demolition and the Related Area Improvements, subject in accordance with its termsall cases to no lien, charge, condition, restriction, encumbrance, easement or agreement created by or through Tenant, except as created by or otherwise permitted by the Loan Documents and the Operative Documents. (exiv) Under penalty All materials constituting part of perjurythe Project, the Adjacent Hangar Demolition and the Related Area Improvements shall be of good quality and all work shall be of good and workmanlike quality, in conformity to the requirements of the Plans and Specifications and as set forth in this Lease Agreement and free from defects in materials and workmanship (without regard to the standard of care exercised in its performance), and warranted for a period of at least one year after delivery of the certificate of completion for the Project, the Adjacent Hangar Demolition and the Related Area Improvements. Tenant certifies shall, at its sole cost and expense, (i) promptly correct or cause to be corrected, all work that it is not in substantial compliance material conformity with the Plans and Specifications and this Lease Agreement, (ii) correct, or cause to be corrected, any defects in materials and workmanship of the work (without regard to the standard of care exercised in its performance) that appear within a period of one year after delivery of the completion certificate for the Project, the Adjacent Hangar Demolition and the Related Area Improvements and (iii) replace, repair or restore, or cause replacement, repairs or restoration of, any parts of the work or any of the fixtures, equipment or other items placed therein that are damaged as a consequence of corrective action taken pursuant hereto. Tenant shall remove from the Premises or the locations of the Adjacent Hangar Demolition and the Related Area Improvements, all portions of the work that are defective or nonconforming with respect to the Plans and Specifications and that have not been corrected under this subsection, unless removal is waived by Landlord in writing. Any such removal of portions of the work shall be accomplished in a manner that complies with all localapplicable Environmental Laws. (xv) All filings, stateregistrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interest granted by Tenant to the Director pursuant to the Guaranty and the Mortgage in respect of the Collateral have been accomplished, and federal taxthe Mortgage constitutes a first mortgage on Tenant’s leasehold interest in the Collateral mortgaged thereby. (a) No portion of the Premises will be used in a manner, worker protection and environmental lawsTenant shall not use or permit the use of the Common Use Facilities in a manner, rules that causes the Project to cease to be treated as an “airport facility” within the meaning of Section 1.103-8(e) of the United States Treasury Department Regulations and regulations(b) the Project will at all times be used, pursuant to a lease or other written agreement, solely by an entity that directly serves members of the general public (as a common carrier or otherwise).

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and 9Take from corresponding clause in the Lease Agreement authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Phase 2B Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] York, and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty The Tenant will complete construction of perjury, any and all leasehold improvements undertaken by the Tenant certifies that it is with respect to the Demised Premises in substantial compliance accordance with all local, state, the terms and federal tax, worker protection and environmental laws, rules and regulationsprovisions of the Tenant Lease Agreement.

Representations and Covenants of Tenant. The Tenant makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Tenant is a [banking corporation] [business corporation] [general partnership] [limited liability company] [limited liability partnership] [limited partnership] duly organized and validly existing under the laws of the State of [and authorized to transact 9 Take from corresponding whereas clause in Lease Agreement business in the State of New York], and in good standing under the laws of the State of New York,[and the State of [ ]] and has full legal right, power and authority to execute, deliver and perform this Tenant Agency Compliance Agreement. This Tenant Agency Compliance Agreement has been duly authorized, executed and delivered by the Tenant. (b) To the best of the Tenant’s knowledge, neither the execution and delivery of this Tenant Agency Compliance Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions hereof will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Tenant’s organizational documents, as amended, or any restriction or any agreement or instrument to which the Tenant is a party or by which it is bound. (c) Any and all leasehold improvements undertaken by the Tenant with respect to the Demised Premises and the design, acquisition, construction, renovation, equipping and operation thereof by the Tenant will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. The Tenant shall defend, indemnify and hold harmless the Agency from any liability or expenses, including reasonable attorneys’ fees, resulting from any failure by the Tenant to comply with the provisions of this subsection. (d) The Tenant Agency Compliance Agreement constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. (e) Under penalty of perjury, the Tenant certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.