Common use of Representations and Covenants of the Company Clause in Contracts

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Company is a corporation, validly existing and in good standing, under the laws of its state of incorporation. The Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) To the best of the Company’s knowledge, the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (g) The Company will use its reasonable efforts to invest not less than $11,500,000 (whether otherwise fully taxable or not) in the Project during the Project Period.

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project and appoint the Company as the basis for the undertakings on its part herein containedagents to undertake same: (a) The Company is a corporationlimited liability, duly organized, validly existing and in good standing, standing under the laws law of its state the State of incorporationDelaware and authorized to conduct business in the State of New York. The Company (i) has the power authority to enter into this Agreement, Agreement and by proper action (ii) has been duly authorized to execute the execution and deliver delivery of this Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is a party and or by which it is used bound, or contemplated for use will constitute a default under any of the foregoing, or result in the consummation creation or imposition of any lien of any nature upon any of the transactions contemplated hereby property of the Company under the terms of any such instrument or therebyagreement. (gc) The providing of the Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State, except as may be provided under the Enabling Act; and the Agency has found that, based on the Application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries. (d) The Facility and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Facility, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection (d). The Company shall operate the Facility in accordance with this Agreement and as a qualified “project” under the Act. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, and in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. (f) The Company covenants that the Facility will use comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Facility except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances onto the Facility or onto any other property, (iii) that no asbestos will be incorporated into or disposed of on the Facility, (iv) that no underground storage tanks will be located on the Facility, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this Section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents (other than the Company), representatives, successors, and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorneys’ fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this Section. In the event the Agency in its reasonable efforts discretion deems it necessary to invest not less than $11,500,000 (whether otherwise fully taxable perform due diligence with respect to any of the above, or not) in to have an environmental audit performed with respect to the Project during Facility, the Project Period.Company agrees to pay the expenses of same to the Agency upon demand within seven

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants as in order to induce the basis for Agency to proceed with the undertakings on its part herein containedProject: (a) The Company is a corporation, validly corporation formed and existing and in good standing, under the laws of the State of Delaware and is authorized to conduct its state business in the State of incorporation. The Company New York (the "State"), has the power authority to enter into this Agreement, Agent Agreement and by proper action has been duly authorized to execute the execution and deliver delivery of this Agent Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Agent Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agent Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is a party and or by which it is used bound, or contemplated for use will constitute a default under any of the foregoing, or result in the consummation creation or imposition of any lien of any nature upon any of the transactions contemplated hereby property of the Company under the terms of any such instrument or therebyagreement. (gc) The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection (c). (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, and in which an adverse result would in any way diminish or adversely impact on the Company's ability to fulfill it obligations under this Agent Agreement. (e) The Company covenants that the Facility will use comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Facility except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances onto the Facility or onto any other property, (iii) that no asbestos will be incorporated into or disposed of on the Facility, (iv) that no underground storage tanks will be located on the Facility, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this Section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its President/CEO, directors, members, officers, employees, agents, representatives, successors, and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorneys' fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this Section. In the event the Agency, in its reasonable efforts discretion, deems it necessary to invest not less than $11,500,000 perform due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Facility, the Company agrees to pay the expenses of same to the Agency upon demand, and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent. (whether otherwise fully taxable or notf) Any personal property acquired by the Company in the Project name of the Agency shall be located in Genesee County, New York, except for temporary periods during the Project Periodordinary use.

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Company is a corporation, validly existing and in good standing, under the laws of its state of incorporation. The Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) To the best of the Company’s knowledge, the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (g) The Company will use its reasonable efforts to invest not less than $11,500,000 (whether otherwise fully taxable or not) in the Project during the Project Period.

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project and appoint the Company as the basis for the undertakings on its part herein containedagents to undertake same: (a) The Company is a corporationNew York limited liability company, duly organized, validly existing and in good standing, standing under the laws law of its state the State of incorporationNew York. The Company (i) has the power authority to enter into this Agreement, Agreement and by proper action (ii) has been duly authorized to execute the execution and deliver delivery of this Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is a party and or by which it is used bound, or contemplated for use will constitute a default under any of the foregoing, or result in the consummation creation or imposition of any lien of any nature upon any of the transactions property of the Company under the terms of any such instrument or agreement. (c) The providing of the Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries. (d) The Facility and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Facility, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection (d). The Company shall operate the Facility in accordance with this Agreement and as a qualified “project” under the Act. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, and in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. (f) The Company covenants that the Facility will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Facility except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances onto the Facility or onto any other property, (iii) that no asbestos will be incorporated into or disposed of on the Facility, (iv) that no underground storage tanks will be located on the Facility, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this Section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents (other than the Company), representatives, successors, and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorneys’ fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this Section. In the event the Agency in its reasonable discretion deems it necessary to perform due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Facility, the Company agrees to pay the expenses of same to the Agency upon demand, and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent. The Company hereby agrees that at all times during which it is operating the Project, and whether or not the contemplated hereby Leaseback Agreement is in effect, to comply with, and ensure compliance by its subtenants or therebysublessees with, the provisions of an Environmental Compliance and Indemnification Agreement, to be entered into commensurate with the Leaseback Agreement. (g) The Company will use its reasonable efforts has provided to invest not less than $11,500,000 (whether otherwise fully taxable the Agency a certificate or not) certificates of insurance containing all of the insurance provision requirements included herein. If the insurance is canceled for any reason whatsoever, or the same is allowed to lapse or expire, or there be any reduction in amount, or any material change is made in the Project coverage, such cancellation, lapse, expiration, reduction or change shall not be effective as to any mortgagee, loss payee or additional insured until at least thirty (30) days after receipt by such party of written notice by the insurer of such cancellation, lapse, expiration, reduction or change. (h) Any personal property acquired by the Company in the name of the Agency shall be located in Wayne County, New York, except for temporary periods during ordinary use. (i) In accordance with Section 875(3) of the New York General Municipal Law, the policies of the Agency, and the Resolution, the Company covenants and agrees that it may be subject to a Recapture Event Determination resulting in the potential recapture of any and all New York State and local sales and use tax exemption benefits and PILOT Agreement benefits, as described below, if the Company receives, or its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project receives, any New York State and local sales and use tax exemption benefits from the Agency, and it is determined by the Agency that: (1) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project is not entitled to the sales and use tax exemption benefits; or (2) the sales and use tax exemption benefits are in excess of the amounts authorized by the Agency to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; or (3) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (4) the Company has made any material false or misleading statement, or omitted any information which, if included, would have rendered any information in the application or supporting documentation false or misleading in any material respect, on its Application for Financial Assistance; or (5) the Company fails to meet and maintain the thresholds and requirements representing certain material terms and conditions, said Material Term Commitment #1, and Material Term Commitment #2, as further defined below, being the purposes to be achieved by the Agency with respect to its determination to provide Financial Assistance to the Project and required by the Agency to be complied with and adhered to, as evidenced by submission, as so required by the Agency, of written confirmation certifying and confirming on an annual basis beginning in the first year in which Financial Assistance is so claimed, through the conclusion of the later of either: (i) two (2) years following the construction completion date or (ii) the termination of this Agent Agreement or the PILOT Agreement) (said date hereinafter referred to as the “Project Completion Date” and the time period so referenced being hereinafter defined as the “Material Terms and Conditions Monitoring Period.”) confirming: (a) Material Term Commitment #1 – Total Project Expenditure of $15,000,000.00 made by or before December 31, 2023; and (b) Material Term Commitment #2 – Retention of 50 FTE jobs and creation of 11 new FTE jobs by December 31, 2024 and an additional 10 new FTE jobs by December 31, 2025; In order to certify and verify the foregoing, the Company shall provide annually, to the Agency, a certified statement and documentation: i) enumerating the full time equivalent jobs retained and the full time equivalent jobs created as a result of the financial assistance, by category, including full time equivalent independent contractors or employees of independent contractors that work at the project location (“Material Term Commitment #2”), (ii) indicating that the salary and fringe benefit averages or ranges for categories of jobs retained and jobs created that was provided in the application for Financial Assistance is still accurate and if it is not still accurate, providing a revised list of salary and fringe benefit averages or ranges for categories of jobs retained and jobs created, and

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings unde1iakings on its part herein contained: (a) The Company is a corporationlimited liability company duly organized, validly existing and in good standing, standing under the laws of its state the State of incorporation. The Company New York, has the power authority to enter into this Agreement, Leaseback Agreement and by proper action has been duly authorized to execute the execution and deliver delivery of this Leaseback Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Leaseback Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Leaseback Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the prope1iy of the Company is a party under the terms of any such instrument or agreement. (c) The acquisition, construction, installation and which is used or contemplated for use equipping of the Project and the leasing thereof by the Agency to the Company will not result in the consummation removal of an industrial or manufacturing plant, facility or other commercial activity from one area of the transactions State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities located within the State. (d) The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection (d) and subsection (g) below. (e) The Company has caused to be transferred to the Agency a leasehold interest in all those properties and assets contemplated hereby by this Leaseback Agreement and all documents related hereto. (f) There is no action, suit, proceeding, inquiry or therebyinvestigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened, against or affecting the Company in which an adverse result would in any way diminish or adversely impact on the Company's ability to fulfill its obligations under this Leaseback Agreement. (g) The Company will use its reasonable efforts to invest not less than $11,500,000 covenants (whether otherwise fully taxable or noti) in that the Project during will comply in all respects with all applicable environmental laws and regulations, (ii) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Project Period.except in compliance with all applicable laws, (iii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances onto the Project or onto any other property, (iv) that no asbestos will be incorporated into or disposed of on the Project, (v) that no underground storage tanks will be located on the Project except in full compliance at all times with all applicable laws, rules, and regulations, and

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Company is a corporationlimited liability company duly organized, validly existing and in good standing, standing under the laws of its state the State of incorporation. The Company New York, is duly qualified and authorized to do business in the State of New York, has the power authority to enter into this Agreement, Leaseback Agreement and by proper action has been duly authorized to execute the execution and deliver delivery of this Leaseback Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Leaseback Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Leaseback Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is a party and or by which it is used bound, or contemplated for use will constitute a default under any of the foregoing, or result in the consummation creation or imposition of any lien of any nature upon any of the transactions property of the Company under the terms of any such instrument or agreement. (c) The providing of the Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Company’s application, to the extent occupants are relocating from one plant or facility of the Company to another, the Agency's involvement with the Facility is reasonably necessary to discourage the Company from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Company in its industry. (d) The Facility and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Facility and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this Section 1.2(d). The Company shall operate the Facility in accordance with this Leaseback Agreement and as a qualified "project" under the Act. (e) The Company has caused to be transferred to the Agency, a fee interest or leasehold interest in all those properties and assets contemplated hereby by this Leaseback Agreement and all documents related hereto. (f) There is no action, suit, proceeding, inquiry or therebyinvestigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, and in which an adverse result would in any way diminish or adversely impact the Company’s ability to fulfill its obligations under this Leaseback Agreement. (g) The Company covenants that the Facility will use comply in all respects with all environmental laws and regulations and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Facility, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances onto the Facility or onto any other property, (iii) that no asbestos will be incorporated into or disposed of on the Facility, (iv) that no underground storage tanks will be located on the Facility, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is to the knowledge of the Company threatened, anticipated or in existence. The Company, upon receiving any substantiated information or notice contrary to the representations contained in this Section 1.2(g), shall promptly notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify and hold harmless the Agency, its members, officers, employees, agents (except the Company), representatives, successors, and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and reasonable, actual, third-party expenses (including reasonable attorneys’ fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this Section 1.2(g). Notwithstanding the foregoing or anything else contained herein to the contrary, the Company shall have no duty to indemnify, defend or hold harmless the Agency from or against any harm, damage, claims, costs, demands, orders, liabilities, penalties or expenses that result from the willful misconduct or gross negligence of the Agency or its members, officers, employees, agents (except the Company), representatives, successors, and assigns. Following the issuance of a certificate of completion issued by the New York State Department of Environment Conservation with respect to the Xxxxxxxxxx remediation at the Land, in the event the Agency receives substantiated information that in its reasonable efforts discretion causes the Agency to invest determine it necessary to perform due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Facility, the Company agrees to pay the reasonable, actual, third-party expenses of same to the Agency upon demand and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent hereunder. (h) The Company has provided to the Agency a certificate or certificates of insurance containing all of the insurance provision requirements included under Sections 3.4 and 3.5 hereof. If the insurance is canceled for any reason whatsoever, or the same is allowed to lapse or expire, or there be any reduction in amount or any material change is made in the coverage, such cancellation, lapse, expiration, reduction or change shall not be effective as to any mortgagee, loss payee or additional insured until at least thirty (30) days after receipt by such party of written notice by the insurer of such cancellation, lapse, expiration, reduction or change. (i) The Company represents, warrants and covenants that, unless otherwise approved by the Agency in compliance with the Act, facilities or properties that are primarily used for making retail sales to customers who personally visit such facilities constitute less than $11,500,000 one-third (whether otherwise fully taxable or not⅓) of the total costs of the Project. For purposes of this section, "retail sales" means: (a) sales by registered vendors under Article 28 of the Tax Law of the State of New York primarily engaged in the Project retail sale of tangible personal property, as defined in Section 1101(b)(4)(i) of the Tax Law of the State of New York; or (b) sales of a service to said customers. (j) Any personal property acquired by the Company in the name of the Agency shall be located in the City of Mount Vernon, New York, except for temporary periods during the Project Periodordinary use.

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Company is a corporationlimited liability company formed, validly existing and in good standing, standing under the laws of its state of incorporation. The Company New York and has the power authority to enter into this Agreement, Leaseback Agreement and by proper action has been duly authorized to execute the execution and deliver delivery of this Leaseback Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Leaseback Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Leaseback Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is a party and or by which it is used bound, or contemplated for use will constitute a default under any of the foregoing, or result in the consummation creation or imposition of any lien of any nature upon any of the transactions property of the Company under the terms of any such instrument or agreement. (c) The providing of the Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; or the Agency has found that, based on the Company's application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries. (d) The Facility and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Facility, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection (d). The Company shall operate the Facility in accordance with this Leaseback Agreement and as a qualified "project" under the Act, as in effect on the date of closing. (e) The Company has caused to be transferred to the Agency, a fee interest or leasehold interest in all those properties and assets contemplated hereby by this Leaseback Agreement and all documents related hereto. (f) There is no action, suit, proceeding, inquiry or therebyinvestigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against, or affecting the Company, to which the Company is a party, and in which an adverse result would in any way diminish or adversely impact on the Company's ability to fulfill it obligations under this Leaseback Agreement. (g) The Company covenants that the Facility will use its comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Facility except in compliance with all material applicable laws, (ii) the Company will take all reasonable efforts and prudent steps to invest not less than $11,500,000 prevent an unlawful release of hazardous substances onto the Facility or onto any other property, (whether otherwise fully taxable iii) that no asbestos will be incorporated into or not) in disposed of on the Project during the Project Period.Facility,

Representations and Covenants of the Company. ‌ The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project and appoint the Company as the basis for the undertakings on its part herein containedagents to undertake same: (a) The Company is a corporationNew York limited liability company, duly organized, validly existing and in good standing, standing under the laws law of its state the State of incorporationNew York. The Company (i) has the power authority to enter into this Agreement, Agreement and by proper action (ii) has been duly authorized to execute the execution and deliver delivery of this Agreement. (b) To Neither the best of the Company’s knowledge, the authorization, execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute result in a breach of, or a default under, (i) of any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on Company’s ability to perform its obligations hereunder. (c) To the best of its knowledge, no event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (d) The Company intends to construct and operate the Project as a manufacturing and distribution facility for the purpose of the manufacture and distribution of steel products and other materials and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (e) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate its industrial facility in the County. (f) To the best of Company’s knowledgeterms, no actions, suits, proceedings, inquiries conditions or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is a party and or by which it is used bound, or contemplated for use will constitute a default under any of the foregoing, or result in the consummation creation or imposition of any lien of any nature upon any of the transactions property of the Company under the terms of any such instrument or agreement. (c) The providing of the Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries. (d) The Facility and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Facility, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection (d). The Company shall operate the Facility in accordance with this Agreement and as a qualified “project” under the Act. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, and in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. (f) The Company covenants that the Facility will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist on the Facility except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances onto the Facility or onto any other property, (iii) that no asbestos will be incorporated into or disposed of on the Facility, (iv) that no underground storage tanks will be located on the Facility, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this Section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents (other than the Company), representatives, successors, and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorneys’ fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this Section. In the event the Agency in its reasonable discretion deems it necessary to perform due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Facility, the Company agrees to pay the expenses of same to the Agency upon demand, and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent. The Company hereby agrees that at all times during which it is operating the Project, and whether or not the contemplated hereby Leaseback Agreement is in effect, to comply with, and ensure compliance by its subtenants or therebysublessees with, the provisions of an Environmental Compliance and Indemnification Agreement, to be entered into commensurate with the Leaseback Agreement. (g) The Company will has provided to the Agency a certificate or certificates of insurance containing all of the insurance provision requirements included herein. If the insurance is canceled for any reason whatsoever, or the same is allowed to lapse or expire, or there be any reduction in amount, or any material change is made in the coverage, such cancellation, lapse, expiration, reduction or change shall not be effective as to any mortgagee, loss payee or additional insured until at least thirty (30) days after receipt by such party of written notice by the insurer of such cancellation, lapse, expiration, reduction or change. (h) Any personal property acquired by the Company in the name of the Agency shall be located in Xxxxx County, New York, except for temporary periods during ordinary use. (i) It is expressly agreed by the parties hereto that the Company has not applied for, nor has the Agency authorized the provision of any sales and use tax exemptions for this Project. However, to the extent that any such request is made by the Company, and if the Agency authorizes the provision of any sales and use tax exemptions in furtherance of the Project, the remainder of this Section shall apply with respect to sales and use tax exemptions conferred. In accordance with Section 875(3) of the New York General Municipal Law, the policies of the Agency, and the Resolution, the Company covenants and agrees that it may be subject to a Recapture Event Determination resulting in the potential recapture of any and all New York State and local sales and use tax exemption benefits and PILOT Agreement benefits, as described below, if the Company receives, or its reasonable agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project receives, any New York State and local sales and use tax exemption benefits from the Agency, and it is determined by the Agency that: (1) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project is not entitled to the sales and use tax exemption benefits; or (2) the sales and use tax exemption benefits are in excess of the amounts authorized by the Agency to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; or (3) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (4) the Company has made a material false or misleading statement, or omitted any information which, if included, would have rendered any information in the application or supporting documentation false or misleading in any material respect, on its Application for Financial Assistance; or (5) the Company fails to meet and maintain the thresholds and requirements representing certain material terms and conditions, said Material Term Commitment #1, and Material Term Commitment #2, as further defined below, being the purposes to be achieved by the Agency with respect to its determination to provide Financial Assistance to the Project and required by the Agency to be complied with and adhered to, as evidenced by submission, as so required by the Agency, of written confirmation certifying and confirming on an annual basis beginning in the first year in which Financial Assistance is so claimed, through the conclusion of the later of either: (i) two (2) years following the construction completion date or (ii) the termination of this Agent Agreement or the PILOT Agreement (said date hereinafter referred to as the “Project Completion Date” and the time period so referenced being hereinafter defined as the “Material Terms and Conditions Monitoring Period”) confirming: (a) Material Term Commitment #1 – Total Project Expenditure of $891,850.00; and (b) Material Term Commitment #2 – (i) retention of fifteen (15) FTE jobs (Xxxxx County based jobs); (ii) creation of one (1) new FTE job in year 1 (Xxxxx County total 16 FTE jobs); and (iii) creation of one (1) new FTE job in year 2 (Xxxxx County total 17 FTE jobs). In order to certify and verify the foregoing, the Company shall provide annually, to the Agency, a certified statement and documentation: i) enumerating the full time equivalent jobs retained and the full time equivalent jobs created as a result of the financial assistance, by category, including full time equivalent independent contractors or employees of independent contractors that work at the project location (“Material Term Commitment #2”), (ii) indicating that the salary and fringe benefit averages or ranges for categories of jobs retained and jobs created that was provided in the application for Financial Assistance is still accurate and if it is not still accurate, providing a revised list of salary and fringe benefit averages or ranges for categories of jobs retained and jobs created, and (iii) such other information, as so requested from time to time, to enable the Agency to assess the progress of the Project toward achieving the investment, job retention, job creation, or other objectives of the Project indicated in the Application for Financial Assistance. The Company shall annually complete and submit to the Agency the Annual Certification Report in the form attached hereto as Exhibit E. Failure by the Company to complete and submit said form to the Agency by February 15 of each year during the Material Terms and Conditions Monitoring Period shall constitute an Event of Default hereunder, whereby the Agency, in its sole and absolute discretion, may terminate this Agreement and undertake a Recapture Event Determination. The findings made by the Agency with respect to Section 2(i)(1), (2), (3) and/or (4) and/or failure to provide the written confirmation as required by Section 2(i)(5) with respect to the thresholds and requirements as identified in Section 2(i)(5), above, and/or failure to meet the thresholds and requirements as identified in Section 2(i)(5) above, may potentially be determined by the Agency, in accordance with the Agency’s “Project Recapture and Termination Policy”, to constitute a failure to comply with Section 875(3) of the New York General Municipal Law, and/or a failure to comply with a material term or condition to use property or services or Agency Financial Assistance in the manner approved by the Agency in connection with the Project, and/or a failure to comply with the Agency’s policies and Resolution (collectively, findings and determinations made as described herein with respect to Section 2(i)(1), (2), (3) and/or (4) and/or the failure under Section 2(i)(5) to submit the required certification and/or the failure to meet the required thresholds and requirements as specified in Section 2(i)(5) are hereby defined as a “Recapture Event Determination”). If the Agency makes a Recapture Event Determination, the Company agrees and covenants that it will (i) cooperate with the Agency in its efforts to invest not less than $11,500,000 recover or recapture any or all Financial Assistance obtained by the Company and (whether otherwise fully taxable ii) promptly pay over any or not) all such amounts to the Agency that the Agency demands in connection therewith. Upon receipt of such amounts, the Agency shall then redistribute such amounts to the appropriate affected tax jurisdiction(s). The Company further understands and agrees that in the Project during event that the Company fails to pay over such amounts to the Agency, the New York State Tax Commissioner and/or local taxing authorities may assess and determine the Financial Assistance due from the Company, together with any relevant penalties and interest due on such amounts. (j) In accordance with the Resolution and the Cost-Benefit Analysis (the “CBA”) disclosed by the Agency at its public hearing for the Project Period(the “Public Hearing”), the Company further: (i) confirms that the mortgage recording tax exemption amount shall not exceed $8,919.00 and (ii) and confirms that real property tax abatement benefits to be provided to the Company shall conform to those disclosed within the CBA at the Public Hearing for the Project and as contained within the PILOT Agreement, a copy of such CBA and PILOT Agreement are attached hereto as Exhibit D (and if said PILOT Agreement is entered into after the date hereof, upon execution by the Agency and Company it shall be deemed and will be automatically become a component hereof). The Company hereby acknowledges and agrees that the foregoing Agency Financial Assistance constitutes “public funds” unless otherwise excluded under Section 224-a(3) of the New York Labor Law, and by executing this Agreement, (i) confirms that it has received notice from the Agency pursuant to Section 224-a(8)(d) of the New York Labor Law and (ii) acknowledges its obligations pursuant to Section 224-a(8)(a) of the New York Labor Law. Other than the Agency Financial Assistance estimates provided herein and disclosed to the Company, the Agency makes no representations or covenants with respect to the total sources of “public funds” received by the Company in connection with the Project. If and to the extent that the Company determines that it is necessary and desirable to reduce the overall amount of “public funds” to be received by the Company in connection with the Project, the Agency agrees to work cooperatively with the Company to adjust the total amount of Agency Financial Assistance to be provided to the Company, which will include, but may not be limited to amending this Agreement and/or the PILOT Agreement (and if the term of the PILOT Agreement is modified, the corresponding terms of the Lease Agreement and Leaseback Agreement shall be modified accordingly). (k) The Company acknowledges and understands that a Recapture Event Determination made with respect to this Agreement will, in addition, immediately result in the loss and forfeiture of the Company’s right and ability to obtain any and all future mortgage recording tax exemptions, and/or real property tax abatements with respect to the Project, and may result, in the sole discretion of the Agency, of loss and forfeiture of same with respect to a Recapture Event Determination made regarding this Agreement.