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

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

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 31 35 Section 9.1 Restriction on Sale of Facility; Release of Certain Land 31 35 Section 9.2 Removal of Facility Equipment 31 35 Section 9.3 Assignment and Subleasing 32 36 Section 9.4 Merger of Agency 33 37 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 33 37 Section 10.1 Events of Default Defined 33 37 Section 10.2 Remedies on Default 35 39 Section 10.3 Remedies Cumulative 35 40 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 36 40 Section 10.5 No Additional Waiver Implied by One Waiver 36 41 Section 10.6 Certificate of No Default 36 41 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 36 41 Section 11.1 Early Termination of Lease Agreement 36 41 Section 11.2 Conditions to Termination of Lease Agreement 36 41 Section 11.3 Conveyance on Termination 37 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 ARTICLE XII LENDER PROVISIONS 37 42 Section 12.1 Subordination of Lease Agreement 37 42 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 37 42 Section 12.3 Pledge of Company’s Interest to Lender 37 43 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 38 43 Section 12.5 References to Lender, Loan or Mortgage 38 43 ARTICLE XIII ENVIRONMENTAL MATTERS 38 43 Section 13.1 Environmental Representations of the Company 38 43 Section 13.2 Environmental Covenants of the Company 39 44 Section 13.3 Survival Provision 42 47 ARTICLE XIV MISCELLANEOUS 42 47 Section 14.1 Notices 42 47 Section 14.2 Binding Effect 43 48 Section 14.3 Severability 43 48 Section 14.4 Amendments, Changes and Modifications 43 48 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 Execution of Counterparts 43 48 Section 14.6 14.7 Applicable Law 43 48 Section 14.7 14.8 List of Additional Facility Equipment; Further Assurances 43 48 Section 14.8 14.9 Survival of Obligations 43 49 Section 14.9 14.10 Table of Contents and Section Headings Not Controlling 43 49 Section 14.10 14.11 Waiver of Trial by Jury 44 49 EXHIBIT A Legal Description of Real Property EXHIBIT B Facility Equipment EXHIBIT C PILOT Schedule EXHIBIT D Mortgage Requirements EXHIBIT E Sales Tax Agent Authorization Letter EXHIBIT F E Sales Tax Registry EXHIBIT F Project Budget EXHIBIT G State Bureau of Public Works Certification for Covered Project Form EXHIBIT X Form Tenant Agency Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT H Exceptions to Representations and Warranties of Company EXHIBIT I Collateral Assignment, Financing Provisions Agreement SCHEDULE A Schedule of Definitions THIS LEASE AND PROJECT AGREEMENT, dated as of August 1, 2016 the date set forth on the cover page hereto (this “Lease Agreement”), is between the TOWN OF BROOKHAVEN BABYLON INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Agency”), and AMERICAN CAPITAL ENERGY-MANORVILLE, XPND REALTY COMPANY LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware and authorized to transact business in the State of New York, having its principal office at c/o D’Addario & Company, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇Farmingdale, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ New York 11735 (the “Company”). WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York (the “Enabling Act”) was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and

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

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 31 29 Section 9.1 Restriction on Sale of Company Facility; Release of Certain Land 31 Land. 29 Section 9.2 Removal of Equipment 31 Facility Equipment. 30 Section 9.3 Assignment and Subleasing 31 Section 9.4 Mortgage and Pledge of Agency’s Interests to Lender 32 Section 9.4 9.5 Pledge of Company’s Interest to Lender 32 Section 9.6 Merger of Agency 33 32 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 33 Section 10.1 Events of Default Defined Defined. 33 Section 10.2 Remedies on Default 35 Section 10.3 Remedies Cumulative 35 36 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses Expenses. 36 Section 10.5 No Additional Waiver Implied by One Waiver 36 Section 10.6 Certificate of No Default 36 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 36 37 Section 11.1 Early Termination of Lease Agreement 36 37 Section 11.2 Conditions to Termination of Lease Agreement 36 37 Section 11.3 Conveyance on Termination 37 ARTICLE XII LENDER PROVISIONS 37 MISCELLANEOUS 38 Section 12.1 Subordination of Lease Agreement 37 Notices 38 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 37 Binding Effect 38 Section 12.3 Pledge of Company’s Interest to Lender 37 Severability 38 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 38 Section 12.5 References to Lender, Loan or Mortgage 38 ARTICLE XIII ENVIRONMENTAL MATTERS 38 Section 13.1 Environmental Representations of the Company 38 Section 13.2 Environmental Covenants of the Company 39 Section 13.3 Survival Provision 42 ARTICLE XIV MISCELLANEOUS 42 Section 14.1 Notices 42 Section 14.2 Binding Effect 43 Section 14.3 Severability 43 Section 14.4 Amendments, Changes and Modifications 43 39 Section 14.5 12.5 Execution of Counterparts 43 39 Section 14.6 12.6 Applicable Law 43 39 Section 14.7 List of Additional Equipment; Further Assurances 43 Section 14.8 12.8 Survival of Obligations 43 39 Section 14.9 12.9 References to Lender, Loan, Note, or Mortgage 39 Section 12.10 Table of Contents and Section Headings Not Controlling 43 Section 14.10 Waiver of Trial by Jury 44 39 EXHIBIT A Legal Description of Real Property EXHIBIT B Equipment EXHIBIT C PILOT Schedule Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT D Mortgage Requirements EXHIBIT E Sales Tax Agent Authorization Letter EXHIBIT F Sales Tax Registry EXHIBIT G Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT H Exceptions to Representations and Warranties of Company EXHIBIT I Collateral Assignment, Financing Provisions SCHEDULE A Schedule of Definitions THIS LEASE AND PROJECT AGREEMENT, dated as of August May 1, 2016 2015 (this “Lease Agreement”), is between the TOWN OF BROOKHAVEN INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇Farmingville, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 11738 (the “Agency”), and AMERICAN CAPITAL ENERGY-MANORVILLED & F PATCHOGUE A.L., LLC, a limited liability company duly company, organized and validly existing under the laws of the State of Delaware and authorized to transact business in the State of New York, having its principal office an address at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Company”). WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 31 35 Section 9.1 Restriction on Sale of Facility; Release of Certain Land 31 35 Section 9.2 Removal of Facility Equipment 31 35 Section 9.3 Assignment and Subleasing 32 36 Section 9.4 Merger of Agency 33 37 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 33 37 Section 10.1 Events of Default Defined 33 37 Section 10.2 Remedies on Default 35 39 Section 10.3 Remedies Cumulative 35 40 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 36 40 Section 10.5 No Additional Waiver Implied by One Waiver 36 41 Section 10.6 Certificate of No Default 36 41 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 36 41 Section 11.1 Early Termination of Lease Agreement 36 41 Section 11.2 Conditions to Termination of Lease Agreement 36 41 Section 11.3 Conveyance on Termination 37 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 ARTICLE XII LENDER PROVISIONS 37 42 Section 12.1 Subordination of Lease Agreement 37 42 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 37 42 Section 12.3 Pledge of Company’s Interest to Lender 37 42 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 38 43 Section 12.5 References to Lender, Loan or Mortgage 38 43 ARTICLE XIII ENVIRONMENTAL MATTERS 38 43 Section 13.1 Environmental Representations of the Company 38 43 Section 13.2 Environmental Covenants of the Company 39 45 Section 13.3 Survival Provision 42 47 ARTICLE XIV MISCELLANEOUS 42 47 Section 14.1 Notices 42 47 Section 14.2 Binding Effect 43 48 Section 14.3 Severability 43 48 Section 14.4 Amendments, Changes and Modifications 43 48 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 Execution of Counterparts 43 48 Section 14.6 14.7 Applicable Law 43 48 Section 14.7 14.8 List of Additional Facility Equipment; Further Assurances 43 49 Section 14.8 14.9 Survival of Obligations 43 49 Section 14.9 14.10 Table of Contents and Section Headings Not Controlling 43 49 Section 14.10 14.11 Waiver of Trial by Jury 44 49 EXHIBIT A Legal Description of Real Property EXHIBIT B Facility Equipment EXHIBIT C PILOT Schedule EXHIBIT D Mortgage Requirements EXHIBIT E Sales Tax Agent Authorization Letter EXHIBIT F E Sales Tax Registry EXHIBIT F Project Budget EXHIBIT G State Bureau of Public Works Certification for Covered Project Form EXHIBIT X Form Tenant Agency Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT H Exceptions to Representations and Warranties of Company EXHIBIT I Collateral Assignment, Financing Provisions Agreement SCHEDULE A Schedule of Definitions THIS LEASE AND PROJECT AGREEMENT, dated as of August 1, 2016 the date set forth on the cover page hereto (this “Lease Agreement”), is between the TOWN OF BROOKHAVEN BABYLON INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Agency”), and AMERICAN CAPITAL ENERGY-MANORVILLE, LLCRICO CORPORATION d/b/a D’ADDARIO WOODWINDS, a limited liability company duly organized and validly existing under the laws of the State of Delaware and California corporation authorized to transact do business in the State of New York, having its principal office at c/o D’Addario & Company, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇Farmingdale, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ New York 11735 (the “Company”). WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York (the “Enabling Act”) was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 31 36 Section 9.1 Restriction on Sale of Facility; Release of Certain Land 31 36 Section 9.2 Removal of Equipment 31 36 Section 9.3 Assignment and Subleasing 32 37 Section 9.4 Merger of Agency 33 38 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 33 38 Section 10.1 Events of Default Defined 33 38 Section 10.2 Remedies on Default 35 40 Section 10.3 Remedies Cumulative 35 41 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 36 41 Section 10.5 No Additional Waiver Implied by One Waiver 36 Section 10.6 Certificate of No Default 36 41 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 36 41 Section 11.1 Early Termination of Lease Agreement 36 41 Section 11.2 Conditions to Termination of Lease Agreement 36 41 Section 11.3 Conveyance on Termination 37 42 ARTICLE XII LENDER PROVISIONS 37 42 Section 12.1 Subordination of Lease Agreement 37 42 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 37 42 Section 12.3 Pledge of Company’s Interest to Lender 37 43 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 38 43 Section 12.5 References to Lender, Loan or Mortgage 38 43 ARTICLE XIII ENVIRONMENTAL MATTERS 38 44 Section 13.1 Environmental Representations of the Company 38 44 Section 13.2 Environmental Covenants of the Company 39 45 Section 13.3 Survival Provision 42 47 ARTICLE XIV MISCELLANEOUS 42 47 Section 14.1 Notices 42 47 Section 14.2 Binding Effect 43 48 Section 14.3 Severability 43 48 Section 14.4 Amendments, Changes and Modifications 43 48 Section 14.5 Execution of Counterparts 43 49 Section 14.6 Applicable Law 43 49 Section 14.7 List of Additional Equipment; Further Assurances 43 Section 14.8 Survival of Obligations 43 49 Section 14.9 14.8 Table of Contents and Section Headings Not Controlling 43 Controlling. 49 Section 14.10 14.9 Waiver of Trial by Jury 44 49 EXHIBIT A Legal Description of Real Property EXHIBIT B Equipment EXHIBIT C PILOT Schedule EXHIBIT D Mortgage Requirements EXHIBIT E Sales Tax Agent Authorization Letter EXHIBIT F Sales Tax Registry EXHIBIT G Compliance with Labor Law, Executive Law and Civil Rights Law EXHIBIT H Exceptions to Representations and Warranties of Company EXHIBIT I Collateral Assignment, Financing Provisions Form Tenant Agency Compliance Agreement EXHIBIT J-1 Completion Certificate EXHIBIT J-2 Form ST-340 EXHIBIT K Annual Compliance Certificate EXHIBIT L Section 224-a Certificate Form PW39-a SCHEDULE A Schedule of Definitions THIS LEASE AND PROJECT AGREEMENT, dated as of August February 1, 2016 2025 (this “Lease Agreement”), is between the TOWN OF BROOKHAVEN INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its office at ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Agency”), and AMERICAN CAPITAL ENERGY-MANORVILLE, RA OAK RUN LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware and authorized to transact business in the State of New York, having its principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”). WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State of New York was duly enacted into law as Chapter 1030 of the Laws of 1969 of the State of New York (the “State”); and