** MEETING NOTICE AND AGENDA **

A meeting of the Board of Wisconsin PACE Commission – a Joint Exercise of Powers commission, shall be held on Thursday, November 7, 2019 3:00 p.m., via teleconference, conference call #: 1-866-899-4679/ ID#: 974-997-333#, to consider matters according to the following agenda:

1. Call to Order

2. Roll Call

3. Approval of the Minutes

4. APPROVAL OF RESOLUTION 19-18, AN AMENDMENT TO RESOLUTION 19-15 TO REFLECT AN INCREASE IN THE MAXIMUM PACE SPECIAL CHARGE AMOUNT FROM $562,000 TO $600,000; BUT IN ALL OTHER RESPECTS, SAID RESOLUTION 19-15 SHALL REMAIN IN FULL FORCE AND EFFECT.

5. APPROVAL OF RESOLUTION 19-19 IMPOSING A SPECIAL CHARGE PURSUANT TO SECTION 66.0627(8) OF THE WISCONSIN STATUTES IN AN AMOUNT NOT TO EXCEED $975,000 AGAINST CERTAIN REAL PROPERTY, SOMETIMES KNOWN AS 1615 W NEW YORK AVE, LOCATED IN WINNEBAGO COUNTY, WISCONSIN FOR 1615 WEST NEW YORK OSHKOSH LLC AND CERTAIN OTHER MATTERS RELATING THERETO

6. Financial Statement Report

7. Approval of updates to the Supplemental Agreement form (PACE Special Charge and Financing Agreement)

8. Consideration & Approval of amendments to Administrators Contract

9. Closed Loan Report

10. Program Update

11. Adjourn

PACE Wisconsin (PW) PW Board of Directors

Thursday September 5, 2019 Teleconference

MINUTES

CALL TO ORDER: Chair Allen Buechel called the meeting to order at 2:03 pm. CST.

ROLL CALL: PRESENT: Allen Buechel (Fond du Lac County), Tim Dondlinger (Waukesha County), James Dunning (Eau Claire County), DuWayne Federwitz (Waupaca County), Adam Fischer (Wood County), Mark Harris (Winnebago County), Don Kriefall (Washington County), Patrick Miles (Dane County), Monte Osterman (Racine County), Bruce Paul (Iowa County), Brett Rondeau (Bayfield County), Jennifer Rothstein (Ozaukee County) Tom Wegner (Sheboygan County), Nadine Miller (Outagamie County), Stephen Smith (Washburn County). OTHERS PRESENT: Jon Hochkammer (Wisconsin Counties Association), Curt Witynski (League of

Wisconsin Municipalities), Andrew Phillips (von Briesen and Roper, s.c.), Steve Hinkens (Milwaukee

County), Matt McGovern (von Briesen and Roper, s.c.) Jason Stringer (Slipstream), Warren Laube

(Slipstream), Julie Flannery (Slipstream), Frank Greb (Slipstream).

APPROVAL OF THE MINUTES FROM THE JUNE 11, 2019 & AUGUST 1, 2019 MEETING. Chairman Buechel called for approval of the minutes. Approved 15 ayes, 0 nays.

APPROVAL OF RESOLUTION 19-14 IMPOSING A SPECIAL CHARGE PURSUANT TO SECTION 66.0627(8) OF THE WISCONSIN STATUTES IN AN AMOUNT NOT TO EXCEED $875,000 AGAINST CERTAIN REAL PROPERTY, SOMETIMES KNOWN AS “MY PLACE MT PLEASANT” LOCATED IN RACINE COUNTY, WISCONSIN FOR VMP HOLDINGS LLC Jason Stringer provided an overview of Resolution 19-14. The “Total Project Cost” figure shown on Exhibit B of the Resolutions is updated to $971,938. Chairman Buechel called for discussion and approval. Racine County requested a closing contingency be added allowing the County the opportunity for a site visit prior to final approval of the financing package. To satisfy this requirement Racine County’s corporate counsel will send an email notification to the Program Administrator. Approved 15 ayes, 0 nays. APPROVAL OF RESOLUTION 19-15 IMPOSING A SPECIAL CHARGE PURSUANT TO SECTION 66.0627(8) OF THE WISCONSIN STATUTES IN AN AMOUNT NOT TO EXCEED $562,000 AGAINST CERTAIN REAL PROPERTY, SOMETIMES KNOWN AS AVANT AT CITY PARK LOCATED IN OUTAGAMIE COUNTY, WISCONSIN FOR AVANT APARTMENTS LLC Jason Stringer provided an overview of Resolution 19-15. Chairman Buechel called for discussion and

approval. Approved 15 ayes, 0 nays.

APPROVAL OF RESOLUTION 19-16 IMPOSING A SPECIAL CHARGE PURSUANT TO SECTION 66.0627(8) OF THE WISCONSIN STATUTES IN AN AMOUNT NOT TO EXCEED $187,400 (Parcel ID: 5-1760), $220,700 (Parcel ID: 5-1761), $220,400 (Parcel ID: 5-1762), and $196,500 (Parcel ID: 5-1763) AGAINST CERTAIN REAL PROPERTY, SOMETIMES KNOWN AS “LARSEN GREEN CONDOMINIUM PROJECT” LOCATED IN BROWN COUNTY, WISCONSIN FOR DDL HOLDINGS LLC

Jason Stringer provided an overview of Resolution 19-16. Chairman Buechel called for discussion and

approval. Approved 15 ayes, 0 nays.

APPROVAL OF RESOLUTION 19-17 TO CONFIRM MEMBERSHIP OF COMMISSION, RATIFY ACTIONS PREVIOUSLY APPROVED AND CERTAIN OTHER MATTERS RELATING THERETO. Andy Phillips provided an overview of Resolution 19-17. Chairman Buechel called for discussion and

approval. Approved 15 ayes, 0 nays.

Discussion and possible action to conduct FY 2019 audit at the end of the calendar year 2019. Action was postponed until the next meeting. REVIEWED STATUS OF INSTALLMENTS REPORT Jason Stringer noted all installments due have been paid. Program Administrator’s Update Jason Stringer provided an update on the status of the PACE Wisconsin program. NEXT MEETING DATE The next meeting will be held on October 3, 2019 time to be determined by doodle poll response. At such time this meeting will be held via teleconference.

ADJOURNMENT Meeting was adjourned by Chairman Buechel at 2:47 pm.

1 RESOLUTION 19-18 - AMENDMENT TO RESOLUTION 19-15

RESOLUTION NO. 19-18

PACE WISCONSIN

AN AMENDMENT TO RESOLUTION 19-15 TO REFLECT AN

INCREASE IN THE MAXIMUM PACE SPECIAL CHARGE

AMOUNT FROM $562,000 TO $600,000; BUT IN ALL OTHER

RESPECTS, SAID RESOLUTION 19-15 SHALL REMAIN IN

FULL FORCE AND EFFECT.

WHEREAS, pursuant to the provisions of Section 66.0301 of the Wisconsin Statutes as in

effect on the date hereof, commonly known as the “Joint Exercise of Powers Law” (the “Act”),

two or more municipalities may by contract create a commission for the joint exercise of any power

or duty required or authorized by law; and

WHEREAS, PACE Wisconsin (together with its successors and assigns, the “Commission”),

was organized as a commission under and pursuant to the Act and exists by virtue of that certain

JOINT EXERCISE OF POWERS AGREEMENT RELATING TO WISCONSIN PACE

COMMISSION dated September 20, 2016 (the “JPA”) by and among the various “Members” (as

defined in the JPA) of the Commission, to wit: (i) Eau Claire County, Wisconsin and Dunn County,

Wisconsin, executing the JPA as initial members of the Commission; and (ii) the several Counties

in the State of Wisconsin (including Outagamie County) that have executed the JPA and become

members of the Commission subsequent to the date of the JPA (which Counties, together with any

other political subdivision of the State of Wisconsin that may from time to time be designated as

a “Member” of the Commission pursuant to the JPA, shall be referred to herein collectively as the

“Member Jurisdictions”); and

WHEREAS, the Commission was formed for the purpose of developing and facilitating a

program for the financing of making or installing energy efficiency improvements, water

efficiency improvements, or renewable resource applications to commercial real properties located

within the Member jurisdictions pursuant to Section 66.0627(8) of the Wisconsin Statutes (as in

effect on the date hereof, the “PACE Statute”); and

WHEREAS, AVANT APARTMENTS LLC, a limited liability company (the “Borrower(s)”)

owns or is/are acquiring a parcel of commercial real property and improvements (the “Property,”

a legal description containing the parcel identification number of which is attached to these

Resolutions as EXHIBIT A) located at 118 N Durkee St in the City of Appleton, Outagamie

County, Wisconsin (the “Project Jurisdiction”) and wishes/wish to finance the acquisition,

construction, equipping and/or improvement of a clean energy installation (the “Project”), and

McFarland State Bank (including its successors and assignees, the “Lender”) has agreed to

provide such financing in an amount not to exceed $600,000 (the “PACE Loan”) and is requesting

the assistance of the Commission in financing the Project; and

WHEREAS, on September 5, 2019 the Board of Directors of the Commission (“Board”)

approved Resolution 19-15 imposing a Special Charge pursuant to Section 66.0627(8) of the

Wisconsin Statutes in an amount not to exceed $562,000 against certain real property, sometimes

known as “Avant at City Park,” located in Outagamie County, Wisconsin for Avant

Apartments, LLC and certain other matters relating thereto; and

WHEREAS, the Borrower has requested that the maximum authorized amount of the Special

Charge be increased to $600,000 and the Board has been informed that such increase will not affect

the eligibility of the Project for financing through the Commission. NOW THEREFORE, BE IT

RESOLVED by the Board of Directors of the Commission, as follows:

1. The increase in the maximum PACE Special Charge amount from $562,000 to $600,000

be and hereby is approved.

2. Resolution 19-15 shall be and hereby is amended ab initio to reflect an increase in the

maximum PACE Special Charge amount from $562,000 to $600,000; but in all other respects, said

Resolution 19-15 shall remain in full force and effect.

Passed and adopted this ____ day of _____________, 201__

PACE WISCONSIN

_______________________________

Name:_________________________

Title: Secretary

SECRETARY’S CERTIFICATION AS TO SPECIAL VOTING REQUIREMENTS

The table below reflects a true and accurate accounting of the quorum and voting with respect to

the Resolutions to which this Certificate is attached.

PACE WISCONSIN

_______________________________

Name:_________________________

Title: Secretary

_____

Number of Directors

_____

Number of Directors

Present

Sufficient Quorum YES NO

_____

Number of Representative

Directors

_____

Number of Representative

Directors Present

Sufficient Quorum YES NO

Vote by Directors _____

AYE

_____

NAY

_____

ABSTAIN

Vote by Representative

Directors

_____

AYE

_____

NAY

_____

ABSTAIN

Project Jurisdiction ___________________________ County

Representative Director of Project Jurisdiction ____________________________________

(name)

Vote by Representative

Director of Project

Jurisdiction

_____

AYE

_____

NAY

_____

ABSTAIN

EXHIBIT A

Legal Description

Lot One (1), Certified Survey Map No. 7777 dated August 02, 2019 and recorded August 07,

2019 as Document No. 2167557, said map being all of Lot 2 and part of Lot 1, Block 30, Apple-

ton Plat, Second Ward according to the recorded assessor's map of the City of Appleton located

in the Northwest 1/4 of the Southeast 1/4 of Section 26, Township 21 North, Range 17 East, City

of Appleton, Outagamie County, Wisconsin.

Parcel #312032700

1 RESOLUTION 19-19 1615 W NEW YORK AVE OSHKOSH

RESOLUTION NO. 19-19

PACE WISCONSIN

A RESOLUTION IMPOSING A SPECIAL CHARGE

PURSUANT TO SECTION 66.0627(8) OF THE WISCONSIN

STATUTES IN AN AMOUNT NOT TO EXCEED $975,000

AGAINST CERTAIN REAL PROPERTY, SOMETIMES

KNOWN AS 1615 W NEW YORK AVE, LOCATED IN

WINNEBAGO COUNTY, WISCONSIN FOR 1615 WEST

NEW YORK OSHKOSH LLC AND CERTAIN OTHER

MATTERS RELATING THERETO

WHEREAS, pursuant to the provisions of Section 66.0301 of the Wisconsin Statutes as in

effect on the date hereof, commonly known as the “Joint Exercise of Powers Law” (the “Act”),

two or more municipalities may by contract create a commission for the joint exercise of any power

or duty required or authorized by law; and

WHEREAS, PACE Wisconsin (together with its successors and assigns, the “Commission”),

was organized as a commission under and pursuant to the Act and exists by virtue of that certain

JOINT EXERCISE OF POWERS AGREEMENT RELATING TO WISCONSIN PACE

COMMISSION dated on or about July 5, 2016 (the “JPA”) by and among the various “Members”

(as defined in the JPA) of the Commission, to wit: (i) Eau Claire County, Wisconsin and Dunn

County, Wisconsin, executing the JPA as initial members of the Commission; and (ii) the several

Counties in the State of Wisconsin (including WINNEBAGO County) that have executed the JPA

and become members of the Commission subsequent to the date of the JPA (which Counties,

together with any other political subdivision of the State of Wisconsin that may from time to time

be designated as a “Member” of the Commission pursuant to the JPA, shall be referred to herein

collectively as the “Member Jurisdictions”); and

WHEREAS, the Commission was formed for the purpose of developing and facilitating a

program for the financing of making or installing energy efficiency improvements, water

efficiency improvements, or renewable resource applications to commercial real properties located

within the Member jurisdictions pursuant to Section 66.0627(8) of the Wisconsin Statutes (as in

effect on the date hereof, the “PACE Statute”); and

WHEREAS, 1615 WEST NEW YORK OSHKOSH LLC, a Wisconsin LIMITED

LIABILITY COMPANY (the “Borrower(s)”) owns or is/are acquiring a parcel of commercial real

property and improvements (the “Property,” a legal description containing the parcel identification

number of which is attached to these Resolutions as EXHIBIT A) located at 1615 W New York

Ave in the City of Oshkosh, WINNEBAGO County, Wisconsin (the “Project Jurisdiction”) and

wishes/wish to finance the acquisition, construction, equipping and/or improvement of a clean

energy installation described in EXHIBIT B (the “Project”), and Counterpointe (including its

successors and assignees, the “Lender”) has agreed to provide such financing in an amount not to

exceed $975,000 (the “PACE Loan”) and is requesting the assistance of the Commission in

financing the Project; and

WHEREAS, the Commission is authorized and empowered under the Act and the

PACE Statute, and by the Joint Exercise Agreement to, among other things, impose a special

charge against affected properties to provide for the repayment of loans (including the

PACE Loan); and

WHEREAS, pursuant to a Financing Agreement among the Borrower(s), the Lender and the

Commission (the “Financing Agreement”), the Lender will agree, among other things, to make the

PACE Loan, the Borrower will agree, among other things, to apply the proceeds of the PACE Loan

to pay the costs of the Project and to repay the PACE Loan as provided therein , and the

Commission will agree, among other things, to impose a special charge against the Project in the

amount of the PACE Loan, but not to exceed the $975,000 hereinabove stated; and

WHEREAS, the JPA and the By-Laws of the Commission require, among other things, that

the imposition of a special charge by the Commission must be approved by (i) a majority of the

members of the Board of Directors of the Commission (the “Board”), and (ii) a majority of the

Representative Directors (as defined in the JPA), including the Representative Director of the

affected Project Jurisdiction (the “Special Voting Requirements”); and

WHEREAS, the Board has been informed that those persons holding a mortgage or lien upon

or security interest in all or any portion of the Property have consented or agreed to consent to the

imposition of the special charge (the “Mortgagor Consent(s)”), and the Commission has been or

expects to be furnished with satisfactory evidence of such Mortgagor Consent(s); and

WHEREAS, the Board has heretofore approved a form of Financing Agreement to be used in

connection with transactions of the kind and nature contemplated by these Resolutions (the

“Standard Form”);

NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the Commission, as

follows:

Section 1. The Board hereby finds and declares that the imposition of the special charge

against the Property is authorized by the PACE Statute and will further the purposes of the

PACE Statute and the purposes for which the Commission is organized, and further finds and

determines that the Special Voting Requirements have been satisfied.

Section 2. Pursuant to the PACE Statute and the JPA, there is hereby imposed a special charge

in the amount of $975,000 against the Property (the “Special Charge”). The Special Charge shall

be collected in installments as authorized by the PACE Statute in accordance with the Financing

Agreement.

Section 3. The execution and delivery of the Financing Agreement by the Commission is

hereby approved. The Financing Agreement and shall be executed on behalf of the Commission

by one or more of the Chair, the Vice Chair, the Treasurer, or the Secretary (such officers and

directors being referred to herein individually as an “Authorized Signatory” and collectively as the

“Authorized Signatories”). Any Authorized Signatory is hereby authorized and directed, for and

on behalf of the Commission, to execute and deliver the Financing Agreement in substantially the

Standard Form, with such changes and insertions therein as such Authorized Signatory, with the

advice of counsel to the Commission, may approve, such approval to be conclusively evidenced

by the execution and delivery thereof.

Section 4. The facsimile, electronic or digital signature of any Authorized Signatory shall be

deemed to be the legal equivalent of a manual signature on specified documents or on all

documents and valid and binding for all purposes. If any Authorized Signatory whose signature,

countersignature or attestation appears on the Financing Agreement related document ceases to be

an officer or director before delivery of the Financing Agreement, his or her signature,

countersignature or attestation appearing on the Financing Agreement and any related document

(regardless of whether any such related document is specifically identified in the within

Resolutions) is valid and sufficient for all purposes to the same extent as if he or she had remained

in office until delivery of the Financing Agreement.

Section 5. The appropriate officers and agents of the Commission, including each Authorized

Signatory, are hereby authorized and directed, jointly and severally, for and in the name and on

behalf of the Commission, to execute and deliver any and all documents, certifications and

instruments, if any, in connection with the transactions contemplated hereby, and to do any and all

things and take any and all actions which may be necessary or advisable, in their discretion, to

effectuate the actions which the Commission has approved in these Resolutions and to

consummate by the Commission the transactions contemplated by the documents approved

hereby, including any subsequent amendments, waivers or consents entered into or given in

accordance with such documents. It is not necessary that the Financing Agreement and various

documents authorized hereby or otherwise relating to the financing contemplated hereby all be

signed by the same Authorized Signatory.

Section 6. All actions heretofore taken by the Chair, the Vice Chair, the Treasurer, or the

Secretary, or any other appropriate officers and agents of the Commission with respect to the

matters contemplated by these Resolutions are hereby ratified, confirmed and approved.

Section 7. These Resolutions shall take effect from and after their adoption; provided, that the

special charge authorized hereby shall not be effective and the Authorized Signatory is not

authorized to deliver documents on behalf of the Commission in relation to the Project unless and

until the Commission has been furnished with satisfactory evidence of Mortgagor Consents as

hereinabove recited.

Passed and adopted this ____ day of _____________, 201__

PACE WISCONSIN

_______________________________

Name: Jim Braughler

Title: Secretary

SECRETARY’S CERTIFICATION AS TO SPECIAL VOTING REQUIREMENTS

The table below reflects a true and accurate accounting of the quorum and voting with respect to

the Resolutions to which this Certificate is attached.

PACE WISCONSIN

_______________________________

Name: Jim Braughler

Title: Secretary

_____

Number of Directors

_____

Number of Directors

Present

Sufficient Quorum YES NO

_____

Number of Representative

Directors

_____

Number of Representative

Directors Present

Sufficient Quorum YES NO

Vote by Directors _____

AYE

_____

NAY

_____

ABSTAIN

Vote by Representative

Directors

_____

AYE

_____

NAY

_____

ABSTAIN

Project Jurisdiction WINNEBAGO County

Representative Director of Project Jurisdiction ____________________________________

(name)

Vote by Representative

Director of Project

Jurisdiction

_____

AYE

_____

NAY

_____

ABSTAIN

Exhibit A

Property Description

Parcel# 0507480000, 0507170000

ASSESSORS AXLE PLAT LOT 1, CITY OF OSHKOSH, WINNEBAGO COUNTY

EXHIBIT B

06/01/2018 October 2019 Updates

4829-0388-4458.1

Document Number

PACE SPECIAL CHARGE

AND FINANCING AGREEMENT

Document Title

PACE Special Charge and Financing Agreement Notice: This Agreement provides for the levyingimposition of special charges against real estate pursuant to Wisconsin Statute § 66.0627, as amended, and may impact future owners of the Property and holders of other interests in all or part of the Property, all as more fully described herein. Interested parties are advised to contact the Commission (as defined herein). Recording Area

Name and Return Address

Parcel Identification Number (PIN) See Exhibit A

4829-0388-4458.1

PACE SPECIAL CHARGE AND FINANCING AGREEMENT

THIS PACE SPECIAL CHARGE AND FINANCING AGREEMENT (this “Agreement”) is made as of [INSERT DATE], 20[ ] (the “Effective Date”), between [INSERT NAME], a [INSERT ENTITY TYPE] (the “Property Owner”), INSERT NAME], , a [INSERT ENTITY TYPE] (together with its assigns, nominees and/or designees, the “Capital Provider”) and the WISCONSIN PACE COMMISSION, a Wisconsin joint powers commission formed pursuant to Wisconsin Statute § 66.0301 and pursuant to the Joint Powers Agreement (as defined below) (the “Commission”). Each of Property Owner, Capital Provider and the Commission is referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Schedule of Definitions attached hereto and incorporated herein as Schedule I (the “Definitions Schedule”).

RECITALS

A. Property Owner is the owner of certain real property located at [INSERT STREET ADDRESS] County, Wisconsin as further described on Exhibit A attached hereto (the “Property”).

B. Wisconsin Statute § 66.0627 (the “PACE Act”) provides that “a political subdivision may make a loan, or enter into an agreement regarding loan repayments to a third party for owner-arranged or lessee-arranged financing, to an owner or lessee of a premises located in the political subdivision for making or installing an energy efficiency improvement, a water efficiency improvement, or a renewable resource application to the premises.”

C. [INSERT COUNTY NAME] County, Wisconsin (the “County”) has enacted [INSERT ORDINANCE NAME] (the “Ordinance”) authorizing the County to enter into an agreement regarding repayment of financing pursuant to the PACE Act (the “PACE Program”),”) and to impose such financed amounts as a special charge under the PACE Act, and the County has delegated certain powers and duties of the County under the Ordinance to the Commission pursuant to the Joint Powers Agreement. This Agreement is thethat certain Joint Powers Agreement dated September 22, 2016 by and among certain Wisconsin counties, including the County (the “Joint Powers Agreement”), which powers include, among others, the imposition of special charges pursuant to the terms of the Joint Powers Agreement, the Ordinance, the PACE Act and this Agreement. This Agreement is a “supplemental agreement” as such term is used in the Ordinance.

D. Property Owner has applied to the Commission for approval of financing for an energy efficiency improvement, a water efficiency improvement, and/or a renewable resource application (as applicable), to be constructed on the Property (the “Improvements”), which Improvements are more particularly described on the Schedule of PACE Financing Terms attached hereto and incorporated herein as Schedule II (the “Financing Terms Schedule”).

E. In accordance with the requirements of the PACE Program and pursuant to the executed Construction Contract between the Property Owner and the Contractor, the Contractor shall

2 4829-0388-4458.1

install the Improvements on the Property in accordance with the Plans and the Budget (the “Project”), as more particularly described in the Construction Contract.

F. The Property Owner has completed an application for PACE financing for the Project (the “PACE Application”) and has satisfied the PACE Program requirements, including without limitation, obtaining a written consent from any and all holders of mortgages recorded against the Property, and the Commission has issued an approval of the Property Owner’s PACE Application.

G. The Capital Provider has agreed to provide financing for the Project in the amount of [INSERT DOLLAR AMOUNT] Dollars ($[AMOUNT]) (the “PACE Financing Amount”, as further defined herein), subject to the terms and conditions contained in this Agreement. The PACE Financing Amount is further evidenced and is secured by, among other things, the special charge levied against the Property pursuant to the terms of the PACE Act and this Agreement, as set forth in Section 2.03 of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I.

RECITALS

The Recitals set forth above are true and correct in all respects and are incorporated herein as substantive provisions of this Agreement.

ARTICLE II.

THE FINANCING

Section 2.01 PACE Financing of Improvements. The Capital Provider has agreed to provide financing to the Property Owner in the amount of the PACE Financing Amount (the “PACE Financing”) to finance or refinance the construction of the Project. Property Owner hereby agrees to use the proceeds of the PACE Financing solely to construct the Project (and to pay the fees and costs required to be paid in connection therewith) and to cause the PACE Financing to be repaid on the terms set forth herein.

Section 2.02 Material Terms of Financing. The PACE Financing Amount, interest rate, repayment schedule, maturity and other material terms of the PACE Financing are set forth in the Financing Terms Schedule.

Section 2.03 PACE Special Charge. Property Owner consents to the levy of a special charge (in the amount of the PACE Financing Amount) by the Commission against the Property pursuant to the Ordinance and the PACE Act (the “PACE Special Charge”) to secure the PACE FinancingIn accordance with the Ordinance, the Joint Powers Agreement and the PACE Act, the Parties acknowledge and agree that the Commission shall impose a special charge against the Property (the “PACE Special Charge”) in an amount equal to all amounts due or becoming due

3 4829-0388-4458.1

hereunder from the Property Owner to the Commission, the Capital Provider and their respective officers, directors, employees, and Agents and their respective successors and assigns, including any fees, charges, assessments, indemnity amounts and/or costs of collection (and including, for the avoidance of doubt, the PACE Financing Amount) (such amounts collectively, the “PACE Obligations”).

Property Owner consents to the imposition of the PACE Special Charge against the Property, and Property Owner hereby agrees to the recordation of this Agreement with the Register of Deeds Office of the County (the “Register of Deeds) to constitute a public record of the same. Property Owner further acknowledges and agrees that: (a) the PACE Special Charges shall constitute an encumbrance on the Property that runs with the land; (b) the PACE Special Charge shall be collected in installments as permitted by the PACE Act (the “Installments”); and (c) if any Installment shall become delinquent pursuant to the terms of this Agreement (a “Delinquent Installment”), the same shall constitute a lien on the Property, as described in the PACE Act, to be collected and enforced pursuant to Section 2.12Section 2.12 herein and the Wisconsin Statutes, which may result in a foreclosure of the Property. Property Owner acknowledges and agrees that the Commission, on behalf of the County, shall maintain and continue the levyimposition of the PACE Special Charge for the benefit of Capital Provider and that the Commission, on behalf of the County, shall not release the PACE Special Charge until Capital Provider notifies the Commission that all amounts of the PACE Financing have been paid in full pursuant to the terms of this Agreement. For the avoidance of doubt, notwithstanding that the amount of the Delinquent Installment subject to a foreclosure may be greater than or equal to the then outstanding PACE Financing AmountObligations, the remaining PACE Special Charge shall not be subject to acceleration but shall remain in effect and all installments, if any, that are scheduled after completion of such foreclosure, if any, shall remain due and payable in accordance with this Agreement herewith.

Section 2.04 Commission Enforcement. By entering into the Agreement, the Commission hereby agrees to enforce the PACE Special Charge on behalf of the County and to collect the Installments from the Property Owner pursuant to Section 2.09Section 2.09 below.

Section 2.05 Closing; Funding. The closing of the PACE Financing (the “Closing”) shall occur on [INSERT DATE/the Effective Date] (the “Closing Date”), in accordance with the provisions of this Agreement, or at such other place, date, time or manner as the Parties may mutually agree. The Property Owner acknowledges and agrees that the entire PACE Financing Amount (less the Capitalized Interest and any fees due the Capital Provider or the Commission as of the Closing Date, which shall be net funded by Capital Provider) shall be disbursed from time to time pursuant to the provisions of a disbursement agreement to be executed by Property Owner and Capital Provider (the “Disbursement Agreement”).

Section 2.06 Excess Funds. If the PACE Financing Amount exceeds the total actual cost to complete the Project (such excess amount, the “Excess Funds”), then Capital Provider shall confirm in writing the amount of the Excess Funds to the Commission and Property Owner as of the date of construction completion (the “Completion Date”). Unless otherwise directed by the Capital Provider in writing, the Excess Funds shall remain with the Capital Provider until the initial Installment is due, at which time, upon request from Property Owners, Capital Provider shall fund the initial Installment (or so much thereof as may be available from the Excess Funds) on behalf

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4 4829-0388-4458.1

of the Property Owner. Upon request from Property Owners, Capital Provider shall use any remaining Excess Funds to fund subsequent Installments (or so much thereof as may be available from the Excess Funds) until the Excess Funds are fully depleted.

Section 2.07 Repayment. Property Owner hereby promises to repay the PACE Financing, along with any fees, charges, assessments, indemnity amounts and/or costs of collection as permitted pursuant to the Wisconsin Statutes, the PACE Act, the Ordinance and this Agreement. The PACE Financing AmountObligations shall be payable in Installments based on the amortization period set forth in the Financing Terms Schedule (the “PACE Financing Term”), which Installments may be paid annually or semi-annually in accordance with Section 2.09 below. The Commission shall be responsible for directly invoicing and collecting the Installments from the Property Owner. All Installments shall be remitted by the Commission to the Capital Provider net of any fees due to the Commission pursuant to this Agreement, as more particularly set forth on the Amortization Schedule. The Capital Provider shall apply the semi-annual Installments actually received by January 31 and July 31 of each year of the PACE Financing Term as credits to the outstanding PACE Financing Amount.Obligations. If Property Owner elects to pay any Installment in one (1) annual Installment, Capital Provider shall have the right to apply the annual Installment as if it were received on a semi-annual basis, with one-half applied as of January 31 and one-half applied as of July 31 of the respective year.

Section 2.08 Term. The PACE Financing Amount shall be fully amortized over the PACE Financing Term and shall be repaid on the terms set forth in this Agreement and the PACE Note. This Agreement shall remain in full force and in effect until the PACE Financing Amount and all other charges, fees, expenses and other amounts due under this AgreementObligations have been paid in full.

Section 2.09 Collection and Payment of Installments. During the PACE Financing Term, the Commission shall invoice to and collect the Installments from the Property Owner as set forth herein.

(a) The amount of each Installment is set forth on the amortization schedule attached hereto as Schedule III (the “Amortization Schedule”).

(b) Unless Capital Provider delivers an installment certificate (in a form substantially similar to Exhibit B attached hereto) to the Commission modifying the Amortization Schedule (an “Installment Certificate”) no later than October 1 in each year, the Commission shall use the information contained in the Amortization Schedule for purposes of invoicing Property Owner for the Installments. Each Installment Certificate shall contain the amount of the Installment that will be due in the following year and the then-outstanding PACE Financing Amount.Obligations. Upon receipt of an Installment Certificate, the Commission shall invoice the Property Owner for the Installment due for the applicable year. If any information contained in an Installment Certificate conflicts with any information contained in the Amortization Schedule, the Installment Certificate shall govern and control.

(c) On or before December 15th of each year during the PACE Financing Term, the Commission shall send the Property Owner an annual invoice for Installments (the “Annual Invoice”), with the first installment due on or before January 31 of the immediately following

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year, and the second installment due on or before July 31 of such year. The Annual Invoice shall set forth the due date for the applicable Installment and shall specify the method for payment of such Installment.

(d) Property Owner hereby agrees to pay the Installments pursuant to the Annual Invoices as follows: (i) no later than January 31 of each year if one (1) annual Installment is paid, or (ii) no later than January 31 and July 31, respectively, of each year if two (2) semi-annual Installments are paid.

(e) The Commission shall validate the Installments repaid by the Property Owner pursuant to an Annual Invoice as compared to the Amortization Schedule or the Installment Certificate, as applicable. No later than (i) February 15 of each year if one (1) annual Installment is paid, or (ii) February 15 and August 15, respectively, of each year if two (2) semi-annual Installments are paid, the Commission shall send to Capital Provider a summary of the Installments collected and all such amounts received from Property Owner, net of any fees due to the Commission pursuant to this Agreement.

(f) In the event the amount received by the Commission is less than the amount due in the applicable Annual Invoice, the applicable Installment shall become a Delinquent Installment. The Parties acknowledge and agree that (i) default interest on the Delinquent Installment shall accrue in favor of Capital Provider in the amount of [INSERT AMOUNT] ([AMOUNT]%) per annum (“Default Interest”), (ii) such Default Interest shall be added to the PACE Financing AmountObligations and shall be included as part of the Installments due thereafter unless and until all such accrued and unpaid Default Interest is paid in full, and (iii) such Default Interest shall be in addition to any and all penalties and interest that may be imposed by or accrue in favor of the County (in accordance with Section 2.12 of this Agreement), or any other taxing jurisdiction, as a result of Property Owner’s failure to pay real estate or other property taxes, special assessments, special taxes or other special charges on the Property. In addition, Installments shall continue to be due according to the terms set forth herein notwithstanding Property Owner’s failure to pay all or part of any Delinquent Installment, such that Annual Invoices shall continue to be billed to the Property Owner which shall include Default Interest to be paid to Capital Provider, until the full PACE Financing AmountObligations, including all accrued and unpaid Default Interest, is paid in full.

(g) Property Owner hereby acknowledges and agrees that failure to pay any Installment of the PACE Special Charge, like failure to pay any property taxes, special assessment, special tax or other special charge pertaining to the Property, will result in penalties and interest accruing in favor of Capital Provider or the County on the amounts due, in addition to penalties and interest that may accrue in favor of the County or Commission. In addition, the County shall have the right to initiate a foreclosure action on the Property pursuant to the Ordinance, the PACE Act and applicable Wisconsin Statutes as a result of any Delinquent Installments, as set forth in Sections 6.01 and 6.02 below, as the County or Capital Provider’s sole remedy. The Commission hereby waives, for the County and Capital Provider, the County’s rights to seek personal liability for any sums due pursuant to this Agreement from Property Owner, including pursuant to Wisconsin Statute § 74.53.

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Section 2.10 Prepayment. Property Owner may only prepay the PACE Financing AmountObligations as expressly set forth in the Financing Terms Schedule. In the event of any permitted prepayment, the Capital Provider or the Commission shall certify to Property Owner the aggregate amount due on the PACE Financing AmountObligations, including principal, interest, fees and any prepayment premium, within thirty (30) days after receipt of a written request for prepayment from Property Owner. The Commission shall certify to Property Owner and the Capital Provider any and all amounts collected by the Commission and not yet remitted to the Capital Provider, as well as the amount of any fees payable and not yet collected, as of the anticipated date of prepayment within fifteen (15) days after receipt of a written request for prepayment by Property Owner. To the extent that the Commission has received any funds from Property Owner prior to Property Owner’s requested date of prepayment, but has not yet remitted the same to Capital Provider, the Commission shall remit the same to the Capital Provider on or before the date of Property Owner’s requested date of prepayment. Except as set forth in the Financing Terms Schedule, no prepayment shall be effective, and no funds paid by Property Owner or the Commission will be credited to the PACE Financing AmountObligations, unless and until the Capital Provider receives the requested prepayment amount (including without limitation the prepayment premiums) from the Commission and Property Owner. Property Owner acknowledges that failure of the Commission to remit any funds held by the Commission on or prior to Property Owner’s requested date of prepayment may result in additional interest due in connection with such prepayment. The PACE Financing may be prepaid in whole or in part, subject to Property Owner’s strict compliance with the terms and conditions contained in this Agreement, which may include a prepayment penalty. Any prepayment in violation of this provision will not be accepted by the Capital Provider. Notwithstanding the foregoing, Property Owner shall not be deemed to have made a prepayment if Property Owner decides to pay any Installment in one (1) annual Installment, as opposed to two (2) semi-annual Installments, for any given year.

Section 2.11 Absolute Obligation; Evidence of Indebtedness. Property Owner hereby agrees that the PACE Financing and the related Installments will not be subject to reduction, offset or credit of any kind for any reason. This Agreement constitutes an evidence of indebtedness to be paid by Property Owner (or its successors) in accordance with the Financing Terms Schedule.

Section 2.12 Delinquent Installment. If Property Owner fails to pay any Installment pursuant to an Annual Invoice such that it becomes a Delinquent Installment, then in addition to the Default Interest that is due and owing to Capital Provider, the Commission shall cause the County to add the amount of any such Delinquent Installment, plus any interest, fees and/or penalties related to the same, to the immediately subsequent real estate tax bill pursuant to Wisconsin Statute § 74.09, as amended, to be issued to Property Owner for the Property (a “Tax Bill”). In addition to all other amounts due (including without limitation the Default Interest that is due and owing to Capital Provider), the Commission shall be entitled to collect a fee of $2,500 from the Property Owner in connection with such Delinquent Installment to cover the administrative costs of adding such Delinquent Installment to the Tax Bill. If Property Owner fails to pay the Delinquent Installment pursuant to the terms of the applicable Tax Bill (a “Delinquent Tax Bill”), the Commission shall cause the County to seek such remedies as are set forth in Article VIArticle VI herein. Penalty and interest collected by the County that has accrued as a result of a Delinquent Tax Bill shall be distributed pursuant to Wisconsin Statute § 74.47(3) and Article VI herein.

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Section 2.13 Administrative Fees. Property Owner shall pay all administrative fees in connection with the PACE Financing to the Commission, and the Commission shall disburse such fees as more particularly set forth in this Section.

(a) Property Owner shall pay a one-time program fee in the amount of $[INSERT AMOUNT], which fee shall be paid to the Commission at the Closing by the Capital Provider.

(b) The Installments shall include an annual administrative fee to be collected by the Commission in the amount of $[INSERT AMOUNT], and not less than $250 for any installment payment. This fee shall be included, on an annual basis, in the Installments, as more particularly set forth on the Amortization Schedule.

ARTICLE III.

PROPERTY OWNER’S REPRESENTATIONS AND WARRANTIES

The Property Owner represents and warrants to the Commission and to the Capital Provider as follows (and as may be further identified as “Additional Property Owner Representations and Warranties” on the Financing Terms Schedule incorporated herein by this reference), which representations and warranties shall be true and correct as of the Effective Date and at all times thereafter.

Section 3.01 Organization and Authority. The Property Owner is duly organized, validly existing and in good standing in the state of its organization and with authority to do business under the laws of the State of Wisconsin. The Property Owner has all necessary power and authority to own the Property and to conduct its business and enter into the transactions contemplated hereby. The Property Owner has the right to enter into and perform this Agreement, and the execution, delivery and performance of this Agreement and all other documents executed in connection therewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered and constitute valid and binding obligations of the Property Owner, each enforceable in accordance with its respective terms, and will not violate any applicable law or result in the creation of a lien against the Property except as contemplated by this Agreement. . The execution and delivery of this Agreement will not result in a violation or default by the Property Owner of any provision of its Articles of Organization or Operating Agreement, or under any indenture, contract, mortgage, lien, agreement, lease, loan agreement, note, order, judgment, decree or other instrument of any kind or character to which it is a party or by which it is bound, or to which it, the Property or any other of its assets are subject.

Section 3.02 Financial Statements. All financial statements delivered to the Capital Provider are true and correct, have been prepared in accordance with United States generally accepted accounting principles consistently applied, fairly represent the financial condition of the Property Owner as of the date thereof, and no material adverse change has occurred in the financial condition presented therein since such date.

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Section 3.03 No Litigation. There are no actions, suits or proceedings pending, or to the knowledge of the Property Owner threatened, against or affecting it or the Property which could materially adversely affect the Property Owner, its financial condition, the Property or the construction of the Project or the Property Owner’s ability to satisfy its obligations under this Agreement and the Disbursement Agreement.

Section 3.04 Title. The Property Owner has good, marketable and insurable title to the Property subject only to the liens and encumbrances approved by Capital Provider (“Permitted Encumbrances”) and set forth in Exhibit D hereto. .

Section 3.05 Compliance With Laws. The Property Owner has complied with, and will continue to comply with, all applicable statutes, regulations and ordinances in connection with the Property and construction of the Project. All permits, consents, approvals and authorizations required to be issued by any governmental body (collectively, the “Permits”) necessary for (a) the construction of the Project in accordance with the plans and specifications submitted by the Property Owner and which are incorporated into the Construction Contract (together, the “Plans”); (b) the construction, connection and operation of all utilities necessary to service the Project; and (c) the construction and use of all roadways, driveways, curb cuts and other vehicular or other access to and egress from the Project, as shown on the Plans either (i) have been obtained, are valid, are in full force and effect and have been complied with by the Property Owner in all respects; or (ii) will be obtained, will be valid, will be in full force and effect prior to the initiation of construction, and Property Owner will be in compliance therewith in all respects prior to the Capital Provider’s disbursing any PACE Financing proceeds. Construction of the Project in accordance with the Plans will comply with applicable zoning, use, building or other applicable codes, laws, regulations and ordinances and any restrictive covenants affecting the Property.

Section 3.06 Approval of Plans and Budgets. Any Plans submitted will be a true and accurate reflection of the Project (when completed) and have been approved as required by all governmental bodies or agencies having jurisdiction over the Project or will be approved prior to the first disbursement request. The budget for construction of the Project is an accurate current budget of all costs necessary to construct the Project in accordance with the Plans and is attached to the Construction Contract (the “Budget”). The Capital Provider has approved the Budget. The cost of construction of the Project is not expected to exceed the cost therefor set forth in the Budget. The Property Owner is responsible for any costs in excess of the Budget. The amount of equity capital the Property Owner is obligated to contribute to the Project (the “Owner’s Equity”) and the amount of other funding sources (“Non-PACE Financing”) obtained for the Project is described in the Financing Terms Schedule.

Section 3.07 Mortgage Holder Consent. The Property Owner represents and warrants that the Property Owner has (i) disclosed to the Commission and the Capital Provider the identities of all persons, if any, that hold mortgage liens against the Property (whether recorded or unrecorded) that may be affected by the PACE Special Charge; (ii) has obtained and delivered to the Commission and the Capital Provider the written consent of all such persons to the PACE Financing and the PACE Special Charge; and (iii) to the Property Owner’s knowledge, no such consent has been withdrawn or revoked.

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Section 3.08 Insurance. The Property Owner has provided to the Commission and the Capital Provider satisfactory evidence of current insurance policies on the Property and has provided evidence that such insurance shall be maintained in force during the term of the PACE Special Charge. Such policies shall meet the specifications set forth under “Insurance” in the Financing Terms Schedule incorporated herein by reference but, notwithstanding such specifications, the Commission shall be named as an additional insured (mortgagee/loss payee) on all insurance policies required hereunder.

Section 3.09 Consumer Act. The Property Owner acknowledges and agrees that the PACE Financing shall not be governed by the Wisconsin Consumer Act, or any similar state or federal law, and that the proceeds of the PACE Financing shall be used to improve only commercial or multi-family property. Specifically, the Property Owner represents that the PACE Financing shall not be for personal, family, or household use and the Property shall not include, nor shall the PACE Financing be used to construct or improve, a residential structure that contains one to four family housing units, a mobile home, or individual units of condominiums or cooperatives, nor shall the Property be or serve as the Property Owner’s principal place of residence.

Section 3.10 PACE Application. All representations, warranties, statements, exhibits, instruments and other documents contained in or included as a part of the PACE Application are true, correct and complete as of the Effective Date.

Section 3.11 Fraud. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to the Property or Project has taken place on the part of the Property Owner or any other person, including, without limitation, any appraiser, title company, closing or settlement agent, realtor, builder or developer or any other party involved in the Property or Project, that would impair in any way the rights of the Capital Provider in the Property or Project or that violated applicable law.

Section 3.12 Environmental Matters. The Property Owner does not and will not engage in operations that involve the generation, manufacture, refining, transportation, treatment, storage or handling of hazardous materials or hazardous wastes, as defined in applicable state law, or any other federal, state or local environmental laws or regulations, and neither the Property nor any other of its premises has been so used previously, in each case, except for such matters shown on Schedule IV attached hereto (the “Environmental Schedule”). Except as shown on the Environmental Schedule, there are no underground storage tanks located on the Property; there is no past or present non-compliance with environmental laws, or with permits issued pursuant thereto, in connection with the Property (which has not been fully remediated in accordance with environmental laws); there is no environmental remediation required (or anticipated to be required) with respect to the Property; and Property Owner does not know of, and has not received, any written or oral notice or other communication from any person (including but not limited to a governmental entity) relating to hazardous substances or remediation thereof, of possible liability of any person pursuant to any environmental law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with the foregoing.

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Section 3.13 Compliance With Documents. No default or event of default has occurred hereunder, and no event has or shall have occurred and be continuing, which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default.

Section 3.14 No Misrepresentation or Material Nondisclosure. Property Owner has not made and will not make to the Commission or to Capital Provider, in this Agreement or oth-erwise, any untrue statement of a material fact, and Property Owner has not omitted and will not omit to state a material fact necessary to make any statement made not misleading.

Section 3.16Section 3.15 Incorporation of Representations and Warranties. Each request by the Property Owner for a disbursement of all or part of the PACE Financing Amount (a “PACE Financing Advance”) shall constitute a covenant and certification by the Property Owner that the representations and warranties contained or incorporated by reference herein are true and correct as of the date of such request.

ARTICLE IV.

PROPERTY OWNER COVENANTS

The Property Owner (and the Capital Provider for purposes of Section 4.10 below) hereby covenants and agrees as follows (and as may be further specified in the Financing Terms Schedule):

Section 4.01 Maintenance of Property. The Property Owner shall, at all times, maintain the Property and, after construction, the Improvements. The Property Owner shall pay when due all taxes, assessments (including the PACE Special Charges), water charges, sewer charges and all other charges levied on or against the Property, and upon written request, submit to the Commission and the Capital Provider official receipts evidencing such payments.

Section 4.02 Construction Start and Completion. The Property Owner shall commence construction of the Project and shall diligently proceed with construction of the Improvements in accordance with the approved Plans and Budget and in a good, substantial and workmanlike manner in accordance with all applicable laws, ordinances, codes, rules and regulations. Construction of the Project shall be completed on or prior to the Outside Completion Date as defined in the Financing Terms Schedule, if applicable. If, in Capital Provider’s opinion, after thirty (30) days’ written notice to Property Owner, the construction is not proceeding with reasonable dispatch, Lender may (i) request that Property Owner remove and replace the general contractor with a general contractor acceptable to Capital Provider, the failure of which by Property Owner shall be a default under this Agreement, (ii) utilize funds and continue construction of the Project and such funds shall be considered PACE Financing Advances, or (iii) deny any PACE Financing Advance until such time as the construction resumes proceeding with reasonable dispatch

Section 4.03 Protection Against Liens. The Property Owner shall promptly pay and discharge all claims for labor performed and material and services furnished in connection with construction of the Project, and take all other steps necessary to prevent the assertion of claims or liens either against the Property or the Project, other than (i) the claims and lien provided herein, (ii) all liens, encumbrances and other matters expressly set forth in Exhibit D, (iii) liens, if any, for taxes imposed by any governmental authority not yet due or delinquent, and (iv) such other title

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and survey exceptions as Capital Provider has approved or may approve in writing in Capital Provider’s sole discretion.

Section 4.04 Construction Inspections; Reports. The Commission, the Capital Provider and/or their respective representatives shall have the right at all reasonable times to enter upon the Property and inspect the work of construction of the Improvements, including commissioning upon completion of the Project. The Property Owner shall permit the Commission and the Capital Provider to examine all records and other documents relating to the Property and the construction of the Project and perform such examinations or energy audits as it may deem reasonably desirable or necessary to assure compliance with this Agreement and the PACE Act.

Section 4.05 Periodic Reports/Certifications. Upon request by Capital Provider during the Construction Period, the Property Owner shall provide to the Commission and the Capital Provider a written statement, certified as true, correct and complete, setting forth the status of the Project and all sources and uses of funds with respect to the Project, a current actual to Budget analysis and an updated schedule for completion of construction of the Project. Such certification shall be in such form and with such detail as the Capital Provider shall specify.

Section 4.06 Notice of Claims; Adverse Matters. The Property Owner shall promptly notify the Commission and the Capital Provider in writing of any potential Insolvency Event and all pending or threatened litigation or other matters that may materially and adversely affect the Property or Property Owner’s ability to meet its obligations under the Transaction Documents or otherwise with respect to the Project. The Property Owner shall promptly notify Capital Provider and the Commission in writing of any Event of Default or any event which with the passage of time would constitute an Event of Default hereunder.

Section 4.07 Damage or Destruction. The Property Owner shall promptly notify the Commission and the Capital Provider if the Property or Project is damaged or destroyed by fire or any other cause. Upon the occurrence of such casualty, the insurance proceeds will be applied to repayment to the Capital Provider of the outstanding balance of the PACE Financing plus any applicable fees due to the Capital Provider and/or the Commission, unless the Capital Provider and the Commission agree in their commercially reasonable discretion to the application of the insurance proceeds to the restoration of the Project or Property. Neither the Commission nor the Capital Provider shall have any obligation to make additional PACE Financing Advances upon the occurrence of a casualty. In the event restoration of the Property or Project is approved by the Capital Provider and the Commission, the Property Owner shall immediately proceed with the restoration thereof and shall restore the Improvements in accordance with the Plans or other similar plans approved by Capital Provider and the Commission. If, in the Capital Provider’s commercially reasonable judgment, said proceeds of insurance are insufficient to complete the restoration, the Property Owner shall deposit with the Capital Provider such amounts as are necessary, in the Capital Provider’s sole judgment, to complete such restoration in accordance with the Plans. Disbursement of proceeds of insurance (plus any supplemental funds provided by the Property Owner) shall, at the Capital Provider’s election (made by written notice to the Property Owner), be deposited with the Capital Provider and disbursed under the Disbursement Agreement or, if completion had been achieved before the casualty, then under an agreement for disbursement acceptable in all respects to the Capital Provider.

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Section 4.08 Condemnation. If the Project or the Property or any part thereof, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof, are taken temporarily or permanently by condemnation or subject to an imminent threat of condemnation, the Capital Provider’s obligation to make further PACE Financing Advances hereunder shall immediately terminate unless, in the Capital Provider’s judgment, the Property and the Project can be replaced and restored in a manner which will enable the Project to be functionally and economically utilized and occupied as originally intended. If the Capital Provider determines (in its sole discretion) that the Project can be so restored, then the rights and obligations of the Commission, the Capital Provider and the Property Owner subsequent to a taking by condemnation or imminent threat thereof and the disbursement of any condemnation proceeds actually paid to the Capital Provider and undisbursed PACE Financing Advances, shall be the same as described in the immediately preceding Section 4.07 with regard to insurance proceeds.

Section 4.09 Indemnification. Without limitation of any other obligation or liability of the Property Owner or any right or remedy of the Commission, the County or the Capital Provider contained herein, the Property Owner agrees to indemnify and hold harmless the Commission, the County and the Capital Provider, as well as their respective directors, officers, employees, agents, officials, attorneys, representatives, subsidiaries and affiliates, and the successors and assigns of the foregoing (each, an “Indemnified Party” which term shall include, without limitation, each of the County Parties identified in Section 4.10 and the Capital Provider Parties identified in Section 4.11), from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, assessments, citations, directives, demands, judgments, actions or causes of action, whether statutorily created or under the common law, including all costs and expenses (including, without limitation, reasonable fees and disbursements of attorneys, engineers and consultants) and all other liabilities whatsoever (including, without limitation, liabilities under any applicable environmental laws, regulations or rules) which shall at any time or times be incurred, suffered, sustained or required to be paid by any such Indemnified Party (except any of the foregoing which result from the negligence or willful misconduct of the Indemnified Party) (collectively, the “Indemnified Amounts”) on account of, or in relation to, or in any way in connection with (i) any violation or alleged violation of non-compliance with or liability under any requirements of law, (ii) any lien or claim arising on or against the Property under any requirements of law or any liability asserted against any Indemnified Party with respect thereto, (iii) any past, present, or future violation or alleged violation of any environmental laws, regulations or rules in connection with the Property by any person or other source, whether related or unrelated to the Property Owner, (iv) any presence of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law, regulations or rules in, on, within, above, under, near, affecting or emanating from the Property, (v) any of the arrangements or transactions contemplated by, associated with or ancillary to this Agreement, or any other documents executed or delivered in connection herewith or therewith, all as the same may be amended from time to time, whether or not all or part of the transactions contemplated by, associated with or ancillary to this Agreement or any such other documents are ultimately consummated, resulting from any conduct, act or failure to act by the Property Owner or its affiliates or related parties. In any investigation, proceeding or litigation, or the preparation therefor, the Commission, the County and the Capital Provider shall each select its own counsel and, in addition to the foregoing indemnity, the Property Owner agrees to pay promptly the reasonable fees and expenses of such counsel. In the event of the commencement of

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any such proceeding or litigation, the Property Owner shall be entitled to participate in such proceeding or litigation with counsel of its choice at its own expense; provided that such counsel shall be reasonably satisfactory to the Commission, the County and the Capital Provider. This section shall survive the execution, delivery, performance and repayment of this Agreement and the PACE Financing and the filing of any release or extinguishment of the PACE Special Charge under Section 5.06.

An Indemnified Party may at any time send Property Owner notice showing in reasonable detail the basis for and calculation of Indemnified Amounts, and Property Owner shall pay such Indemnified Amounts to such Indemnified Party within fifteen (15) days after Property Owner receives such notice. The obligations of Property Owner under this Section 4.09 shall apply to assignees and survive the termination of this Agreement.

Neither the Capital Provider nor the Commission nor the County shall have any liability to the Property Owner or any other person on account of (i) the Property Owner engaging a contractor from the list of contractors submitted by the Commission, the County or the Capital Provider to the Property Owner, (ii) the services performed by the Contractor, or (iii) any neglect or failure on the part of the Contractor to perform or properly perform its services. Neither the Commission nor the Capital Provider nor the County assumes any obligation of the Property Owner concerning the Contractor, the quality of construction of the Project or the absence therefrom of defects. The authorization by the Capital Provider of a disbursement shall not constitute the Capital Provider’s approval or acceptance of the construction theretofore completed. The Capital Provider’s inspec-tion and approval of the budget, the construction work, the Improvements comprising the Project, or the workmanship and materials used therein, shall impose no liability of any kind on the Capital Provider, the sole obligation of the Capital Provider as the result of such inspection and approval being to authorize the disbursements, if and to the extent, required by this Agreement or the Dis-bursement Agreement. Any disbursement authorized by the Capital Provider without the Capital Provider having received each of the items to which it is entitled under this Agreement or the Disbursement Agreement shall not constitute breach or modification of this Agreement or the Dis-bursement Agreement, nor shall any written amendment to this Agreement or the Disbursement Agreement be required as a result thereof.

Section 4.10 Waiver and Release of Claims Against County, Commission and Related Parties. For and in consideration of the Commission’s execution and delivery of this Agreement, Property Owner (for itself and for any successor-in-interest to the Property and for anyone claiming by, through or under Property Owner, including without limitation, heirs, personal representatives, mortgagees and transferees), and the Capital Provider hereby waive the right to recover from the Commission, the County and any and all officials, agents, employees, attorneys and representatives of either of them (collectively, the “County Parties”), and fully and irrevocably release the County Parties from, any and all claims, obligations, liabilities, causes of action or damages (including attorneys’ fees and court costs), that Property Owner or the Capital Provider may now have or hereafter acquire against any of the County Parties and accruing from or related to (i) this Agreement, (ii) the disbursement of the PACE Financing Amount, (iii) the levyimposition and collection of the Installments, (iv) the imposition of the lien of the PACE Special Charges, (v) the performance of the Project, (vi) the Project, (vii) any damage to or diminution in value of the Property that may result from construction or installation of the Project, (viii) any injury or death that may result from the construction or installation of the Project, (ix)

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the selection of manufacturer(s), dealer(s), supplier(s), contractor(s) and/or installer(s), and their action or inaction with respect to the Project, (x) the merchantability and fitness for any particular purpose, use or application of the Project, (xi) the amount of energy savings resulting from the Project or any assured performance guaranty, (xii) the workmanship of any third parties under any agreements including, without limitation, any Construction Contracts, and (xiii) any other matter with respect to the PACE Program (collectively, the “Liabilities”). For avoidance of doubt, “Liabilities” includes, without limitation, any claim or defense that challenges, questions or otherwise involves the Commission’s due organization, existence, powers (including the power to levyimpose the PACE Special Charge), or its rules, regulations or practices, nor any alleged defect or irregularity in the proceedings of the Commission or the County relative to the PACE Program, or relative to the levyimposition and collection of the PACE Special Charge.

This release includes claims, obligations, liabilities, causes of action and damages of which the Property Owner or the Capital Provider is not presently aware or which the Property Owner or the Capital Provider does not suspect to exist which, if known by the Property Owner or the Capital Provider, would materially affect Property Owner’s or the Capital Provider’s release of the County Parties. Notwithstanding the foregoing, Property Owner’s and the Capital Provider’s releases under this Section shall not extend to Liabilities arising from the Commission’s willful misconduct. The Property Owner acknowledges that County has established the PACE Program solely for the purpose of facilitating financing arranged by owners of commercial property located in the County for the purpose of making energy-efficient renovations by treating principal and interest repayments, fees and other charges for such financing as special charges eligible for inclusion on the tax bill for such properties. The Commission, the County, the Capital Provider, the PACE Program staff and/or their respective officials, agents, employees, attorneys or representatives are not responsible for the selection, management and/or supervision of the Project, the Project’s performance, the Construction Contracts or any assumed performance guaranty. Any issues related to performance of the Project should be discussed with chosen contractors, installers, manufacturers and/or distributors involved with the Project. The waivers and releases by Property Owner contained in this Section shall survive the disbursement of the PACE Financing Amount or any portion thereof, the payment of the PACE Financing AmountObligations in full, the transfer or sale of the Property by Property Owner and the termination of this Agreement.

Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the waiver and release provided for in this Section 4.10 shall not bar the Property Owner, its successors-in-interest to the Property, or the Capital Provider, from bringing an equitable action against the Commission or the County for specific performance of their respective duties and obligations under this Agreement, or to enjoin or prevent the violation of this Agreement thereby, it being understood and agreed, however, that neither the Commission nor the County shall be liable for money damages or costs of such equitable proceeding except insofar and to the extent such Liabilities arise from the Commission’s willful misconduct.

Section 4.11 Waiver of Claims Against Capital Provider. For and in consideration of Capital Provider’s execution and delivery of this Agreement, Property Owner, for itself and for its successor-in-interest to the Property and for anyone claiming by, through or under Property Owner, hereby waives the right to recover from the Capital Provider and any and all officials, agents, employees, attorneys and representatives of Capital Provider (collectively, the “Capital Provider Parties”), and fully and irrevocably releases the Capital Provider Parties from, any and all claims,

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obligations, liabilities, causes of action or damages including attorneys’ fees and court costs, that Property Owner may now have or hereafter acquire against any of the Capital Provider Parties and accruing from or related to the Liabilities. This release includes claims, obligations, liabilities, causes of action and damages of which Property Owner is not presently aware or which Property Owner does not suspect to exist which, if known by Property Owner, would materially affect Property Owner’s release of the Capital Provider Parties. Notwithstanding the foregoing, Property Owner’s release under this Section shall not extend to Liabilities arising from Capital Provider’s willful misconduct. The waivers and releases by Property Owner contained in this Section shall survive the disbursement of the PACE Financing Amount or any portion thereof, the payment of the PACE Financing AmountObligations in full, the transfer or sale of the Property by Property Owner and the termination of this Agreement.

Section 4.12 Further Assurances. Upon request of the Commission or the Capital Provider, the Property Owner shall provide such additional information and execute such further documents as the Capital Provider and/or the Commission deem reasonably necessary or appropriate (in their sole discretion) to carry out the purposes of this Agreement and the PACE Program as it relates to the Project.

Section 4.13 Integrity of the Property As a Single Parcel. The Property Owner shall not, without the express written consent of the Commission and the Capital Provider, which consent may be withheld in the Commission’s or the Capital Provider’s sole discretion, by act or omission, impair the integrity of the Property, which contains the Improvements as a single, separate, subdivided and zoned lot or otherwise remove or separate the Improvements from the Property.

Section 4.14 PACE Note. As further evidence of Property Owner’s obligation to repay the PACE Financing AmountObligations to the Capital Provider, Property Owner shall sign and deliver the PACE Note to Capital Provider on the Effective Date. The PACE Note shall be in the principal amount of the PACE Financing Amount, and interest on the principal amount of the PACE Note shall accrue at the annual Interest Rate set forth in Schedule II: Schedule of PACE Financing Terms. Payments on the PACE Note shall be due at the same times and in the same amounts as the Installments are due to the Capital Provider under this Agreement. Each Installment received by the Capital Provider in accordance with the PACE Note and this Agreement shall be credited to the outstanding PACE Financing Amount.Obligations. For the avoidance of doubt, nothing in this Section 4.14 or in the PACE Note shall alter the non-recourse nature of the PACE Financing as set forth herein and specifically in Section 6.03.

Section 4.15 PACE Special Charge. Property Owner acknowledges that the Commission will levyimpose the PACE Special Charge against the Property in the amount of the PACE Financing AmountObligations. The Property Owner covenants that it will not contest the amount or the validity of the PACE Special Charge that is levied or any lien that is filed against the Property in accordance with the terms of the Agreement. Property Owner hereby waives its right to file any lawsuit or other proceeding to challenge the PACE Special Charge or any aspects of this transaction on the basis that the Improvements do not qualify for financing under the PACE Act, or do not perform as anticipated, or if the Property Owner does not realize any savings as a result of the Improvements.

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Section 4.16 Engineering Commissioning and Verification.

(a) If the PACE Financing Amount exceeds $250,000, then, to verify that the Project is installed and performs according to projections modeled in the [Energy Assessment][Renewable Energy Feasibility Study] (the “Report”) submitted as part of the PACE Application, engineering commissioning and verification (“ECV”) of the Project shall be performed according to the requirements set forth in the PACE Program Manual and further described in the Savings Guarantee.

(b) Upon completion of ECV, the Property Owner shall submit a post-construction ECV report (the “ECV Report”) to the Commission and the Capital Provider. The ECV Report shall contain:

1. A statement that systems have been completed in accordance with the Report and Project contract documents, and that the systems are performing as expected;

2. Identification and discussion of any substitutions, compromises, or variances between the final design intent, contract documents and as-built condi-tions;

3. Description of components and systems that exceed the Property Owner’s project requirements and those which do not meet the requirements and why; and

4. A summary of all issues resolved and unresolved and any recom-mendations for resolution.

(c) In the event Property Owner fails to complete the ECV work by the Outside Completion Date (as defined herein), the Commission may engage an ECV provider to complete the ECV scope of work for the Project. The Commission may add the cost for such work, along with any of its reasonable incidental costs in overseeing such work, to the PACE Special Charge and collect all such amounts required to complete the ECV scope of work with the next Installment due.

(d) In this Section, “Savings Guarantee” means a written guarantee provided by the PACE Project engineer or contractor that the PACE Project energy and water conservation utility bill savings and other operational savings achieve a Savings-To-Investment Ratio greater than 1.0.

ARTICLE V.

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CAPITAL PROVIDER AND COMMISSION ADDITIONAL RIGHTS AND COVENANTS

Section 5.01 Assignment of PACE Financing; Participation Interests.

(a) The Capital Provider shall have the unrestricted right at any time and from time to time, and without the Property Owner’s or the Commission’s consent, to assign all or any portion of its rights and obligations hereunder or any document executed in connection hereunder to one or more entities, Persons, banks or financial institutions (each, an “Assignee”), and the Property Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Capital Provider shall deem reasonably necessary to effect the foregoing. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Capital Provider in connection with such assignment, the Assignee shall be a successor party to this Agreement and shall have all of the rights and obligations thereunder of the Capital Provider hereunder and under any and all other documents or agreements executed in connection herewith to the extent such rights and obligations have been assigned by Capital Provider pursuant to the assignment documentation between Capital Provider and such Assignee, and the Capital Provider shall be released from its obligations hereunder and thereunder to a corresponding extent effective as of the date of such assignment.

(b) The Capital Provider shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Property Owner or the Commission, to grant to one or more Persons, lenders or other financial institutions (each, a “Participant”) participating interests in the Capital Provider’s rights and obligations hereunder. In the event of any such grant by the Capital Provider of a participating interest to a Participant, whether or not upon notice to Property Owner, the Capital Provider shall remain responsible for the performance of its obligations hereunder and Property Owner shall continue to deal solely and directly with the Capital Provider and the Commission in connection with their respective rights and obligations hereunder unless otherwise directed by Capital Provider.

(c) In furtherance of the foregoing, the Capital Provider may furnish any information concerning the Property, the Property Owner on the Project in its possession from time to time to prospective Assignees and Participants.

(d) The Capital Provider shall furnish a copy of any assignment or participation documentation to the Commission, provided, however, that the Capital Provider may redact any information deemed by the Capital Provider to be financially sensitive or confidential. The assignment documentation shall be recorded in the Register of Deeds.

Section 5.02 No Commission or County Guaranty. The Commission and the County do not assume any responsibility for, or guarantee in any manner whatsoever, in whole or in part, the repayment of the PACE Financing between the Property Owner and the Capital Provider or the payment of the PACE Special Charges or any Installment. In no event shall the Commission, the County or any County Party ever be required to expend its own funds directly or indirectly on the Project.

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Section 5.03 Transfers. Capital Provider and the Commission acknowledge and agree that this Agreement is a covenant that shall run with the land and that upon any transfer of the Property, the existing Property Owner shall be released from any obligation or liability hereunder, and the new Property Owner shall be bound by the terms and conditions of this Agreement. Concurrent with any transfer, Property Owner shall complete and update the PACE Financing On-Board Report to include the information for subsequent Property Owners pursuant to Section 5.04.

Section 5.04 PACE Financing On-Board Report. Upon closing of the PACE Financing and funding of the initial PACE Financing Advance, the Capital Provider will electronically transmit to the Commission and its representatives a data file as shown in Exhibit C (the “PACE Financing On-Board Report”) containing information on the PACE Financing in a format prescribed by the Commission and its representatives. Throughout the PACE Financing Term, the PACE Financing On-Board Report shall be a record of this financing maintained by the Commission. Such record will assist the Commission with its role in servicing the PACE Financing and the PACE Special Charge and related business purposes of the Commission. From time to time, and in any event upon each transfer or assignment of this PACE Financing to subsequent Property Owners or to new Capital Providers, Property Owner or Capital Provider (as applicable) shall update the PACE Financing On-Board Report and submit the same to the Commission and its representatives to maintain accurate records of the PACE Financing.

Section 5.05 Compliance With Laws. The Capital Provider has complied with, and will continue to comply with, all applicable statutes, regulations and ordinances in connection with the PACE Financing.

Section 5.06 Release Upon Payment in Full. The Capital Provider agrees to notify the Commission within sixty (60) days after payment in full of the PACE Financing Amount.Obligations. After receipt of such notice the Commission shall promptly file any notice of release or extinguishment of the PACE Special Charge with the Register of Deeds, and payment by the Property Owner to the Commission’s satisfaction of any costs incurred to file the release.

ARTICLE VI.

FORECLOSURE

Section 6.01 Delinquent Tax Bill. If the Property becomes subject to a Delinquent Tax Bill, then, pursuant to the Ordinance, the Commission shall notify the County, following its customary and usual practices, shallto begin a property tax foreclosure proceeding on the Property at the earliest time allowed by law and otherwise in accordance with the provisions of the Ordinance and Chapters 74 and 75 of the Wisconsin Statutes; provided, however, in the event the County determines based on the condition of the Property or other reasons that foreclosure of the Property is not in the best interests of the County, then the procedures set forth in Section 6.02 below shall apply. InPursuant to the Ordinance, in the event the County elects to initiate a foreclosure proceeding, then:

(a) The Commission, on behalf of the County, hereby agrees that the County shall commence and diligently pursue such action to foreclose on the property tax lien as soon as

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legally permissible under the PACE Act, the Ordinance and Wisconsin Statute § 75.521, as amended.

(b) If the property tax lien against the Property is to be foreclosed pursuant to Wisconsin Statute § 75.521, and the County obtains a judgment vesting the County with title to the Property, the County shall take all commercially reasonable efforts to lease or sell the Property.

(c) After a sale or lease of the Property, the proceeds of such disposition of the Property shall be distributed by the County in accordance with the procedures set forth in Wisconsin Statute §75.36, as amended.

(c)(d) For the avoidance of doubt, the lien of the PACE Special Charge shall, to the fullest extent allowed by applicable law, survive any such foreclosure unless the PACE Obligations have been paid in full.

Section 6.02 Delinquent Tax Bill; No Foreclosure by County. If the Property becomes subject to a Delinquent Tax Bill, and the County determines that foreclosure of the Property is not in the best interests of the County based on the condition of the Property or other reasons, then the Commission shall, within thirty (30) days of the County’s determination not to pursue foreclosure, advise the Capital Provider of such determination in writing. The Capital Provider may, but shall not be obligated to, request the County, pursuant to Wisconsin Statute § 75.106, as amended, assign to the Capital Provider the County’s right to take judgment against the Property pursuant to Wisconsin Statute § 75.521. Provided that (i) the applicable requirements of Wisconsin Statute § 75.106 are satisfied to the County’s satisfaction and (ii) the Capital Provider (A) complies with all of the provisions of Wisconsin Statute § 75.521 applicable to the Capital Provider, (B) agrees to reimburse the County for all costs reasonably incurred by the County in connection with the foreclosure of the Property (including, without limitation, the costs specified in Wisconsin Statute § 75.36(3)(a)1. and 1m., and (C) agrees to pay the County all other charges owed to the County and accrued on the Property, including but not limited to special charges other than PACE Special Charge, delinquent utility charges, personal property taxes, special assessments, special taxes, interest and penalties, and delinquent property taxes owed to the County, then the Commission shall use its best efforts to cause the County, as promptly as possible following its receipt of such request, to assign to the Capital Provider the County’s rights to take judgment against the Property.

Section 6.03 Non-Recourse Provisions. Except as expressly set forth in this Agreement, the Parties acknowledge and agree that the Property Owner is not personally liable for any amounts owing under this Agreement; provided, however, that in the event of any fraud, willful misconduct or reckless disregard by Property Owner, Capital Provider has the right to exercise any rights and remedies available to it at law or in equity.

. Except (a) in the event of any fraud, willful misconduct or reckless disregard by the Property Owner, (b) in the event that the County determines to neither pursue foreclosure nor assign its rights to foreclose pursuant to Section 6.02 or (c) with respect to any Indemnified Amounts (for which the Indemnified Parties shall have the unrestricted right to exercise any and all remedies available at law or in equity against the Property Owner), the Parties acknowledge and agree that the PACE Obligations are non-recourse to the Property Owner and, except as expressly set forth above, the Commission and the Capital Provider hereby waive any rights to

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seek repayment of any PACE Obligations from the Property Owner (including pursuant to Wisconsin Statutes § 74.53) other than through collection and enforcement of the PACE Special Charge in accordance with this Agreement. The County, Commission or Capital Provider shall provide written notice to any mortgage holders on the Property prior to invoking rights under Section 6.03(b) and (c), above.

ARTICLE VII.

DEFAULTS AND REMEDIES

Section 7.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

(a) Failure of Property Owner to make any payment required under the Transaction Documents within three (3) days of when due;

(b) Any material breach by the property ownerProperty Owner of any other terms of the Transaction Documents or an Event of Default shall occur and not be cured within any applicable cure periods;

(c) Any written representation, warranty or disclosure made to Capital Provider by the Property Owner shall have been false or misleading in any material respect as of the date when made, whether or not such representation, warranty or disclosure appears in the Transaction Documents;

(d) An Insolvency Event has occurred with respect to the Property Owner or the Property Owner becomes insolvent or unable to pay its debts as they mature and such has not been cured within thirty (30) days of the event;

(e) There occurs any event which in Capital Provider’s sole discretion materially and adversely affects: (i) the ability of the Property Owner to perform any of its obligations hereunder or under any of the Transaction Documents; (ii) the business or financial condition of the Property Owner; or (iii) the timely repayment of the PACE Special Charge authorized by the PACE Act and this Agreement, which Property Owner has not cured to the Capital Provider’s satisfaction within thirty (30) days of receiving notice from Capital Provider of such breach;

(f) Any encumbrance of any portion of the Property is created, other than current liens for real estate property taxes or special assessments, which encumbrance purports to have priority over the PACE Special Charge; and

(g) The existence of any liens for taxes past due with respect to the Property, or carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other liens which have not been dismissed, escrowed (subject to Capital Provider’s sole approval) or bonded for thirty (30) days after the filing or recording thereof;.

(h) Any material deviation in the Project from the Plans without the prior written consent of Capital Provider, or the appearance of defective workmanship or materials, in

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21 4829-0388-4458.1

Capital Provider’s sole discretion, which has not been cured for a period exceeding thirty (30) days; and

(i) Any general contractor or any other contractor defaults under any construction contract, in a manner which Capital Provider deems to be material, and unless otherwise agreed in writing by the Capital Provider, the Property Owner fails to exercise its rights and remedies under the construction contract, as applicable with respect to such default and such failure to exercise its rights has not been cured within thirty (30) days of when such right first arose.

Section 7.02 Remedies. Upon the occurrence of an Event of Default, Capital Provider may, in addition to any other remedies which it may have, at its option and without prior demand or notice, take any or all of the following actions to the extent said actions comply with Article 6 of this Agreement and the PACE Act:

(a) Immediately terminate any pending disbursement of a PACE Financing Advance (and Capital Provider shall have no obligation to make further disbursements) and from time to time apply all or any part of any undisbursed PACE Financing Advance to payment of amounts owing on the PACE Special Charge and/or to any other obligations of the Property Owner hereunder or under the Transaction Documents.

(b) Enter the property and complete construction of the Project in accordance with the Plans with such changes therein as Capital Provider may from time to time and in its judgment deem appropriate, all at the risk and expense of the Property Owner.

(c) Exercise any remedies available under the PACE Special Charge including those contemplated by the Act.

(d) Exercise any other rights and remedies available to it hereunder, under the Transaction Documents, or at law or in equity.

(e) All remedies of capital provider provided for herein are cumulative.

ARTICLE VIII.

MISCELLANEOUS

Section 8.01 No Waiver. No waiver of any default or breach by the Property Owner hereunder shall be implied from any failure by the Capital Provider or the Commission to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver. Waivers of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.

Section 8.02 Commission Representations. The Commission hereby represents to the Capital Provider and to Property Owner that (i) the Commission is and will be duly authorized by the County to execute this Agreement and to perform all obligations of the County hereunder, and (ii) this Agreement is and will be the valid obligation of the Commission, enforceable in

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22 4829-0388-4458.1

accordance with its terms except to the extent that enforcement thereof (A) may be subject to bankruptcy and other similar laws affecting creditors’ rights generally; (B) is subject to the limitation set forth in the last paragraph of Section 4.10; and (C) any procedural or other limitation on remedies against joint powers commissions of the State of Wisconsin; and (iii) this Agreement and the undertaking and performance by the Commission of its obligations hereunder do not violate the Act and the Ordinance. The Commission shall at all times, to the extent permitted by law, defend, preserve and protect the PACE Special Charge created by this Agreement against all claims and demands of all other persons whomsoever.

Section 8.03 Successors and Assigns. This Agreement is binding upon and made for the benefit of the Commission, the Capital Provider and the Property Owner, their successors and permitted assigns, and no other person or persons shall have any right of action hereunder.

Section 8.04 Notices. All notices, requests, demands and other communications hereunder shall be in writing and addressed as set forth below (or at such other address as shall be specified by like notice), and delivered by any of the following methods: (a) personally delivered; (b) emailed (with delivery receipt confirmation of transmission); (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) by nationally-recognized, overnight commercial courier. The respective addresses to be used for all such notices, demands or requests are as follows:

If to Property Owner:

Phone: Email: Attention:

If to Capital Provider:

Phone: Email: Attention:

If to the Commission, to:

Wisconsin PACE Commission Attn: Program Administrator Servicing Department 431 Charmany Drive Madison, WI 53719 800-969-9322

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commission@pacewi.org

Notices shall be deemed to have been duly given as follows: (a) if personally delivered, such communication shall be deemed delivered upon actual receipt (or refusal to accept delivery); (b) if delivered by email, on the date sent (if sent during normal business hours of recipient), or on the next Business Day (if sent after normal business hours of recipient); provided, however, that an email shall be deemed to have been received when sending party receives a delivery receipt confirmation of transmission, regardless of normal business hours of recipient; (c) if sent by registered or certified mail, such communication shall be deemed delivered upon actual receipt (or refusal to accept delivery); and (d) if sent by overnight courier, on the next Business Day after the notice is deposited with the overnight courier. Any party to this Agreement may change its address for the purposes of this Agreement by giving notice thereof in accordance with this Section. If notice is tendered under the terms of this Agreement and is refused by the intended recipient of the notice, the notice shall nonetheless be considered to have been received and shall be effective as provided in this Section. The giving of any notice required hereunder may be waived in writing by the Party entitled to receive such notice. Failure or delay in delivering copies of any notice to persons designated to receive copies (if applicable) shall in no way adversely affect the effectiveness of such notice to the Parties.

Section 8.05 Amendments. No amendment, modification, termination or waiver of any provisions of this Agreement shall be effective unless in writing and signed by all of the Parties.

Section 8.06 Governing Law; Jurisdiction and Venue. This Agreement and the other Transaction Documents shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of laws principles. All claims of whatever character arising out of this Agreement or under any statute or common law relating in any way, directly or indirectly, to the subject matter hereof or to the dealings between the Commission and any other party hereto, shall be brought in the Circuit Court of the County in which the Property is located. By executing and delivering this Agreement, each party hereto irrevocably: (i) accepts generally and unconditionally the exclusive jurisdiction and venue of such court; (ii) waives any defense of forum non conveniens; and (iii) agrees not to seek removal of such proceedings to any court or forum other than as specified above. The foregoing shall not be deemed or construed to constitute a waiver by the Commission of any prior notice or procedural requirements applicable to actions or claims against or involving joint powers commissions of the State of Wisconsin that may exist at the time of and in connection with such matter. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Section 8.07 Approved PACE Application. By its entry into this Agreement, the Commission represents, warrants and covenants that it has approved of the financing arrangements between Property Owner and the Capital Provider set forth in this Agreement, and the Capital Provider shall have the right to rely upon the signatures of the undersigned as evidence thereof. The Commission further represents, warrants and covenants that the PACE Application was reviewed and approved by the Commission in compliance with the provisions of the Ordinance, the PACE Act and the PACE Program Manual.

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Section 8.08 Green Attributes. Notwithstanding anything to the contrary herein, Property Owner and the Capital Provider agree that the Commission shall be entitled to all green attributes that result from the Project, including but not limited to, Carbon Credits, Renewable Energy Certificates, Green Tags, Tradable Renewable Certificates, Renewable Energy Credits, Solar Renewable Energy Credits and Green House Gas Offsets, or any similar credits, certificates, tags or offsets (collectively, the “Green Attributes”). The Parties shall cooperate with respect to the filing for, obtaining, registering for, or claiming such Green Attributes as may be required by the applicable governmental authority or applicable law and the associated expense shall be borne by the Party to whom the Green Attributes are awarded. Notwithstanding the foregoing, the Parties hereby agree that the Property Owner is the sole owner of any tax credits and utility incentives or rebates resulting from the Project.

Section 8.09 Counterparts. This Agreement may be executed and delivered by the Parties in facsimile or PDF format, in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed a single agreement.

Section 8.10 Survival. Each and every representation, warranty and covenant made by the Parties in this Agreement shall survive the execution, delivery, performance and repayment of this Agreement and the PACE Financing and the filing of any release or extinguishment of the PACE Special Charge and shall be independently enforceable.

Section 8.11 Entire Agreement. The Agreement and the Transaction Documents con-stitute the entire agreement among the Commission, the Capital Provider and the Property Owner. There are no other representations, warranties, promises, agreements or understandings, oral, writ-ten or implied, among the Commission, the Capital Provider and the Property Owner.

Section 8.12 Severability. If any provision of this agreement or the application to any person or circumstance is, determined to be invalid or unenforceable by means of law, the remain-der of the agreement will remain in full force and effect.

Section 8.13 Statutory References. References to the Wisconsin Statutes shall be to such statutes as amended or renumbered from time to time.

Section 8.11Section 8.14 Schedules and Exhibits. The following schedules and exhibits are attached hereto and incorporated herein as if fully set forth in this Agreement:

Schedule I - Definitions Schedule Schedule II - Financing Terms Schedule Schedule III - Amortization Schedule Schedule IV - Environmental Schedule Exhibit A - Property Description Exhibit B - Form Installment Certificate Exhibit C - Form PACE Financing On-Board Report Exhibit D - Permitted Encumbrances Exhibit E - Form of Property Owner Assignment

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[Signature Page to PACE Special Charge and Financing Agreement] 4829-0388-4458.1

IN WITNESS WHEREOF, the Property Owner, the Commission and the Capital Provider have executed this Agreement as of the Effective Date by and through their duly authorized representatives.

COMMISSION: WISCONSIN PACE COMMISSION By: Name: Title:

STATE OF ) ) ss. COUNTY OF )

The foregoing instrument was acknowledged before me this _______day of ___________, 20__, by ________________________________________________________________________, as ___________________________________________________________________________ of ____________________________________________________________________________.

Witness my hand and official seal.

Notary Public

My commission expires:

[Signature Page to PACE Special Charge and Financing Agreement] 4829-0388-4458.1

CAPITAL PROVIDER: [NAME OF CAPITAL PROVIDER] By: Name: Title:

STATE OF ) ) ss. COUNTY OF )

The foregoing instrument was acknowledged before me this _______day of ___________, 20__, by ________________________________________________________________________, as ___________________________________________________________________________ of ____________________________________________________________________________.

Witness my hand and official seal.

Notary Public

My commission expires:

[Signature Page to PACE Special Charge and Financing Agreement] 4829-0388-4458.1

PROPERTY OWNER: [NAME OF PROPERTY OWNER] By: Name: Title:

STATE OF ) ) ss. COUNTY OF )

The foregoing instrument was acknowledged before me this _______day of ___________, 20__, by ________________________________________________________________________, as ___________________________________________________________________________ of ____________________________________________________________________________.

Witness my hand and official seal.

Notary Public

My commission expires:

This document drafted by ____________________.

Schedule I-1 4829-0388-4458.1

SCHEDULE I SCHEDULE OF DEFINITIONS

“Agreement” has the meaning given such term in the Preamble.

“Amortization Schedule” has the meaning given such term in Section 2.09(a).

“Annual Invoice” has the meaning given such term in Section 2.09(c).

“Assignee” has the meaning given such term in Section 5.01(a)Section 5.01(a).

“Budget” has the meaning given such term in Section 3.06.

“Business Day” means any day on which all Parties are open for business, other than a Saturday, Sunday, federal holiday or state holiday in Wisconsin.

“Capitalized Interest” has the meaning given in the Schedule of PACE Financing Terms set forth in Schedule II.

“Capital Provider” has the meaning given such term in the Preamble.

“Capital Provider Parties” has the meaning given such term in Section 4.11.

“Closing” has the meaning given such term in Section 2.05.

“Closing Date” has the meaning given such term in Section 2.05.

“Commission” has the meaning given such term in the Preamble.

“Completion Date” has the meaning given such term in Section 2.06Section 2.06.

“Construction Contract” means the Construction Contract for the construction of the Improvements between the Property Owner and the Contractor dated [INSERT DATE, 20 ].

“Construction Period” means the period from the Effective Date until the Completion Date.

“Contractor” means [INSERT NAME OF CONTRACTOR].

“County” has the meaning given such term in Recital C.

“County Parties” has the meaning given such term in Section 4.10.

“Default Interest” has the meaning given such term in Section 2.09(f).

“Definitions Schedule” has the meaning given such term in the Preamble.

“Delinquent Installment” has the meaning given such term in Section 2.03.

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Schedule I-2 4829-0388-4458.1

“Delinquent Tax Bill” has the meaning given such term in Section 2.12.

“Disbursement Agreement” has the meaning given such term in Section 2.05Section 2.05.

“ECV” has the meaning given such term in Section 4.16.

“ECV Report” has the meaning given such term in Section 4.16.

“Environmental Schedule” has the meaning given such term in Section 3.12.

“Escrow Account” has the meaning given such term in Section 2.05Section 2.05.

“Excess Funds” has the meaning given such term in Section 2.06Section 2.06.

“Event of Default” has the meaning given such term in Section 7.01.

“Financing Terms Schedule” has the meaning given such term in Recital D.

“Green Attributes” has the meaning given such term in Section 8.08.

“Joint Powers Agreement” has the meaning given such term in Recital C.

“Improvements” has the meaning given such term in Recital D.

“Indemnified Amounts” has the meaning given such term in Section 4.09.

“Indemnified Party” has the meaning given such term in Section 4.09.

“Insolvency Event” has the meaning given in the Schedule of PACE Financing Terms set forth in Schedule II.

“Installment Certificate” has the meaning given such term in Section 2.09(b)Section 2.09(b).

“Installments” has the meaning given such term in Section 2.03.

“Interest Rate” has the meaning given in the Schedule of PACE Financing Terms set forth in Schedule II.

“Liabilities” has the meaning given such term in Section 4.10.

“Non-PACE Financing” has the meaning given such term in Section 3.06.

“Ordinance” has the meaning given such term in Recital C.

“Outside Completion Date” has the meaning given in the Schedule of PACE Financing Terms set forth in Schedule II.

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Schedule I-3 4829-0388-4458.1

“Owner’s Equity” has the meaning given such term in Section 3.06.

“PACE Act” has the meaning given such term in Recital B.

“PACE Application” has the meaning given such term in Recital F.

“PACE Financing” has the meaning given such term in Section 2.01Section 2.01.

“PACE Financing Advance” has the meaning given such term in Section 3.13Section 3.13.

“PACE Financing Amount” means, as of any date of computation, the outstanding amount of all principal pursuant to this Agreement, accrued but unpaid interest and any applicable penalties, costs, fees, charges, late payment charges, Default Interest, prepayment premiums or administrative expenses related to the PACE Financing including without limitation, any and all administrative or processing fees to be paid by the Property Owner to the Commission or the Capital Provider.

“PACE Financing On-Board Report” has the meaning given such term in Section 5.04.

“PACE Financing Term” has the meaning given such term in Section 2.07.

“PACE Note” means the PACE Note in the principal amount of the PACE Financing Amount dated as of the Effective Date and made by Property Owner payable to Capital Provider.

“PACE Obligations” has the meaning given such term in Section 2.01.

“PACE Program” has the meaning given such term in Recital C.

“PACE Program Manual” means that certain collection of standards, terms, conditions, criteria, and rules relating to the operation of the PACE Program, as approved by the Commission and in effect as of the Effective Date.

“PACE Special Charge” meanshas the encumbrance levied pursuant to the PACE Act, the Ordinance and this Agreement to secure the PACE Financing Amount.meaning given such term in Section 2.03.

“Participant” has the meaning given such term in Section 5.01(b)Section 5.01(b).

“Party” or “Parties” has the meaning given such term in the Preamble.

“Permits” has the meaning given such term in Section 3.05.

“Permitted Encumbrances” has the meaning given such term in Section 3.04.

“Plans” has the meaning given such term in Section 3.05.

“Project” has the meaning given such term in Recital E.

“Property” has the meaning given such term in Recital A.

Formatted: Font color: Black

Formatted: Font color: Black

Formatted: Font color: Black

Schedule I-4 4829-0388-4458.1

“Property Owner” has the meaning given such term in the Preamble.

“Report” has the meaning given such term in Section 4.16.

“Savings Guarantee” has the meaning given such term in Section 4.16.

“Tax Bill” has the meaning given such term in Section 2.12.

“Transaction Documents” has the meaning given such term in Section 3.01.

Schedule II-1 4829-0388-4458.1

SCHEDULE II SCHEDULE OF PACE FINANCING TERMS

Defined Terms: Unless otherwise specified, any capitalized terms used in this Financing Terms Schedule and not otherwise defined shall have the meanings set forth in the Agreement or the Definitions Schedule.

PACE Financing Amount: $[DOLLAR AMOUNT].

Improvements: The funds from the PACE Financing shall be used for the purpose of constructing the Improvements authorized to be funded under the PACE Act. The Improvements shall be supported by an energy audit or other renewable energy feasibility study showing an expected energy and/or water cost savings satisfactory to the Commission. All Improvements shall be affixed to the Property. The Improvements are generally described as follows: [Describe Improvements].

Budget/Schedule: The Improvements shall be funded from time to time in accordance with the Disbursement Agreement and pursuant to the Budget and the construction schedule to be approved by Capital Provider with an outside completion date of not later than [INSERT DATE, 20 ] (the “Outside Completion Date”).

PACE Financing Term: [e] years. The PACE Financing shall be fully amortizing over the PACE Financing Term in accordance with the Amortization Schedule.

Interest Rate: The per annum interest (the “Interest Rate”) payable under the PACE Financing shall equal [e]%. Principal and interest shall be fully amortizing throughout the PACE Financing Term through semi-annual Installments. Interest shall be computed on the basis of a 360-day year and applied to the actual number of days elapsed from the last day of the Capitalization Period until (but excluding) the first Installment due date and thereafter between subsequent Installment due dates.

Capitalized Interest: Notwithstanding the Interest Rate Section above, from the Effective Date to [DATE] (the “Capitalization Period”) interest shall accrue on the PACE Financing Amount (less the Capitalized Interest) at the Interest Rate (the “Capitalized Interest”). The Capitalized Interest shall be

Schedule II-2 4829-0388-4458.1

computed on the basis of a 360-day year and applied to the actual number of days elapsed during the Capitalization Period. The Capitalized Interest shall be included into the PACE Financing Amount.Obligations. The Capitalized Interest equals [$Amount].

Upfront Reserves/Accounts: [e]

Additional Terms: The funds from the PACE Financing shall be subject to the following additional terms:[e]

Prepayment: The PACE Financing may not be prepaid, in whole or in part, without payment of a Prepayment Premium based on the following schedule:

Pre-payment within five years of the Effective Date 5% Pre-payment after five years of the Effective Date but within ten years of the Effective Date 3% Pre-payment after ten years of the Effective Date but within fifteen years of the Effective Date 1% Pre-payment after Fifteen years of the Effective Date 0%

Additional Property Owner Representations and Warranties:

The Property Owner represents and warrants to the Commission and to the Capital Provider as follows, which representations and warranties shall be true and correct as of the Effective Date and at all times thereafter. No Default; Current Mortgage. No Event of Default has occurred hereunder, and no event has or shall have occurred and be continuing which, with the lapse of time or the giving of notice, or both, would constitute an Event of Default. No foreclosure action is currently threatened or has been commenced with respect to the Property. The Property Owner is not currently in default on any mortgage loan(s) secured by the Property. No Misrepresentation or Material Nondisclosure. The Property Owner has not made and will not make to Lender or the Commission, in the Agreement or otherwise, any

Schedule II-3 4829-0388-4458.1

untrue statement of a material fact, nor has it omitted to state a material fact necessary to make any statement made not misleading. All information provided by the Property Owner to Capital Provider in writing or in electronic form is complete, true and correct in all material respects. Energy Audit. An energy audit or renewable energy system feasibility analysis has been performed on the Property that assesses the expected energy cost savings of the energy improvements over the useful life of such improvements. Insolvency Event. No Insolvency Event shall have occurred or is continuing with respect to the Property Owner. The Property Owner is not aware of any circumstances or conditions with respect to the Property Owner, its properties, the Project, the Property, the Surcharge or the PACE Special Charge that could reasonably be expected to materially and adversely affect any of the Property Owner, its properties, the Project, the Property, or the PACE Special Charge. For purposes hereunder, “Insolvency Event” shall mean the Property Owner has (i) consented to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or of relating to the Obligor or relating to all or substantially all of such Property Owner’s property, (ii) fails to pay its debts as they become due and such failure has not been cured within thirty (30) days of the event; (iii) admitted in writing its inability to pay its debts as they become due, (iv) filed a petition to take advantage of any applicable insolvency or reorganization statute, (v) made an assignment for the benefit of its creditors, (vi) has filed against it a petition for involuntary bankruptcy or some other involuntary insolvency proceeding which is not dismissed within thirty (30) days, or (vii) voluntarily suspended payment of its obligations. No Damage/Condemnation. The Property is undamaged by waste, vandalism, fire, hurricane, earthquake or earth movement, windstorm, flood, tornado or other casualty adversely affecting the value of the Property or the use for which the Property was intended and the Property is in substantially the same condition it was at the time the most recent appraisal was obtained. There is no proceeding pending or, to the knowledge of the Property Owner,

Schedule II-4 4829-0388-4458.1

threatened for the total or partial condemnation of the Property. Insurance. The Property Owner has provided to the Commission and the Capital Provider satisfactory evidence of current insurance policies on the Property and has provided evidence that such insurance shall be maintained in force during the term of the PACE Special Charge. Such policies must be issued in form and content reasonably acceptable to the Commission and the Capital Provider. Required insurance includes property insurance and, where and when applicable, builders risk or inland marine insurance and flood insurance. Property insurance shall be in an amount equal to the lesser of, as determined by Capital Provider and the Commission, in their reasonable discretion: (a) the full replacement cost of the Property; (ii) the full value of the buildings located on the Property as determined by the Commission and the Capital Provider in their sole discretion; or (iii) the principal amount of the PACE Financing divided by 0.35. Property Owner must obtain flood insurance if the Property is or is deemed to be located in a Special Flood Hazard Area as determined by the U.S. Flood Emergency Management Agency.

(a) Each policy must provide for 10 days’ notice to the Commission and the Capital Provider in the event of cancellation or nonrenewal;

(b) each of the Commission and the

Capital Provider must be named as an additional insured (mortgagee/loss payee) on all insurance policies required hereunder (and in the certificate holder box list “[Insert Entity Name], ISAOA, ATIMA” and “Wisconsin PACE Commission ISAOA, ATIMA”). Property Owner hereby agrees to, upon request by the Commission or the Capital Provider, provide the Commission or the Capital Provider with updated certificates of insurance which endorse the required insurance policies and further agrees to, upon request by the Commission or the Capital Provider, add the Commission or the Capital Provider’s assignees or successors in interest as loss payees and additional insureds;

(c) should Property Owner fail to

maintain required insurance, the Capital provider

Schedule II-5 4829-0388-4458.1

may obtain such required insurance in amounts and limits sufficient to protect the Capital Provider’s interest, and Property Owner shall be obligated to pay the Capital Provider for the cost of such insurance

Legally Occupied. With respect to any Property lawfully occupied as of the date hereof, all inspections, licenses, and certificates required to be made or issued with respect to all occupied portions of the Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.

Additional Property Owner Covenants/Negative Covenants

The Property Owner hereby covenants and agrees as fol-lows: General. The Property Owner will:

(a) Promptly pay when due the Install-ments and all other fees and charges due pursuant to the PACE Special Charge and the Agreement, re-gardless of whether or not the Installments appear on the property tax bill, all payments pursuant to the Agreement and the PACE Special Charge shall be made to the Commission;

(b) Make all payments pursuant to the

Agreement and the PACE Special Charge to the Commission in the same manner as real property taxes;

(c) Prior to completing construction of

the Project, preserve and keep in full force and ef-fect its existence and retain title to the Property;

(d) After completion of the Project, pro-

vide Capital Provider and the Commission with prior written notice of any transfer of title or interest in the Property and provide Capital Provider and the Commission an executed assignment agreement pursuant to this Schedule II;

(e) Pay when due all taxes, assessments,

water charges, sewer charges, liens for taxes past

Schedule II-6 4829-0388-4458.1

due with respect to the Property, carrier’s, ware-housemen’s, mechanics’, materialmen’s, repair-men’s or other liens and all other charges levied on or against the Property, and upon written request, submit to Capital Provider evidence of such pay-ments;

(f) Pay when due all other charges lev-

ied on or against the Property, and upon written re-quest, submit to Capital Provider and the Commis-sion evidence of such payments;

(g) Pay when due all costs incurred by

Capital Provider or the Commission (including any agent) in connection with any removal of the PACE Special Charges;

(h) Obtain and maintain in force, and

provide evidence thereof when requested by the Capital Provider or the Commission, the insurance required by Section 3.08 of the Agreement, throughout the term of the PACE Special Charge; and

(i) Obtain and maintain any govern-

mental approval, license or Permit necessary for the construction of the Project or any governmental li-cense for the operation of the business operated or to be operated on the Property.

Changes to Plans or Budget. There shall be no material revisions to the Construction Contract, the Plans or the Budget without the prior written approval of the Capital Provider, not to be unreasonably withheld. If the cost of the construction of the Project or any portion thereof mate-rially exceeds the cost therefor set forth in the approved Budget, the Property Owner shall immediately deposit with the Capital Provider the deficiency between such budgeted cost and the actual cost. Changes to Ownership. The Property Owner shall not transfer ownership of the Property, without (a) completion of the Project, (b) prior written notice to Lender and the Commission, and (c) execution by the purchaser of the Property of an assignment of the Agreement in the form of Exhibit E of the Agreement. The Property Owner shall not

Schedule II-7 4829-0388-4458.1

transfer ownership of (i) the Project or (ii) any Renewable Energy Credits produced by the Project without (a) prior written consent of Capital Provider, and (b) execution by the transferee of an amendment to the Agreement adding such transferee as a party hereto in the event that the Prop-erty Owner remains the owner of the Property. PACE Special Charge. The Property Owner acknowl-edges that the Commission will levyimpose the PACE Spe-cial Charge against the Property in the amount of the PACE Financing AmountObligations. The Property Owner cove-nants that it will not contest the amount or the validity of the PACE Special Charge that is levied or any lien that is filed against the Property in accordance with the terms of the Agreement. Mortgage Liens. Property Owner covenants that it will not further encumber the Property with any mortgages, deeds of trust, or financing statements prior to the recordation of the Agreement with the Register of Deeds of the County.

Lien Priority: First and prior lien, subject to the priority of ad valorem taxes, and pari passu with all other special assessment liens as set forth in the PACE Act.

Maturity: [INSERT DATE]

Schedule III-1 4829-0388-4458.1

SCHEDULE III AMORTIZATION SCHEDULE

SCHEDULE OF ANNUAL INSTALLMENTS

The PACE Special Charges and Annual Installments contained on Schedule C-I attached

hereto are based on the following assumptions:

1. Interest accrues on the PACE Financing Amount from [DATE] at the Interest Rate.

2. It is assumed that the Property Owner will elect to pay the annual Installment of the PACE Special Charges with two (2) installments as allowed by Wisconsin Statute § Section 74.87(3), as amended, and interest is added to the PACE Financing AmountObligations for this time period each year of the PACE Special Charge. If Property Owner elects to pay any annual Installment in one (1) Installment, Capital Provider shall apply such payment as if it were received on a two (2) Installment basis.

Schedule III-2 4829-0388-4458.1

[INSERT AMORTIZATION TABLE/SCHEDULE]

Amortization Table/Schedule

Installment Number

Invoice Due Date

Pay-ment

Interest Due

Principal Due

PACE Principal Remaining

Annual Fee Due

Other Fees Due

Total Install-ment Payment

Schedule IV-1 4829-0388-4458.1

SCHEDULE IV ENVIRONMENTAL SCHEDULE

[INSERT IF APPLICABLE]

Exhibit A-1 4829-0388-4458.1

EXHIBIT A

PROPERTY DESCRIPTION

[INSERT PROPERTY LEGAL DESCRIPTION]

Exhibit B-1 4829-0388-4458.1

EXHIBIT B

Capital Provider’s Form of Installment Certificate

PACE ID # Property

Parcel ID

Capital Pro-vider ID

Install-ment

Number

Invoice Due Date

Payment Interest

Due Principal

Due

PACE Principal Remain-

ing

Annual Fee Due

Other Fees Due

Total In-stallment Payment

The undersigned, an authorized representative of the Capital Provider hereby certifies that the information contained in this Installment Certificate is true and accurate, and may be relied upon by the Commission in connection with those certain PACE Financing Agreements as detailed above.

CAPITAL PROVIDER: By: Date: Printed Name: Title:

Exhibit C-1 4829-0388-4458.1

EXHIBIT C

PACE Financing On-Board Report

The following data will be required by the Commission from the Capital Provider:

Field Data Notes

Loan/Property Information

PACE ID # Commission will provide

Property Parcel ID

Subject Property Address

Subject Property City

Subject Property County

Subject Property State

Subject Property ZIP Property Legal Description (Sub Division Lot format)

Originator Information

Originator Email

Originator Contact

Originator Name

Capital Provider Information Capital Provider ID # Commission will provide

Capital Provider Name

Capital Provider Mail Address

Capital Provider Mail City

Capital Provider Mail State

Capital Provider Mail Zip

Capital Provider Contact1

Capital Provider Contact Phone1

Capital Provider Contact Email Address1

Capital Provider Contact2

Capital Provider Contact Phone2

Capital Provider Contact Email Address2

Capital Provider Bank Name Bank account to which the Commission will remit

principal and interest portions of each Installment payment

Capital Provider Bank Routing Number

Capital Provider Bank Account Name

Capital Provider Bank Account Number

Capital Provider Escrow Agent Name

Exhibit C-2 4829-0388-4458.1

Capital Provider Escrow Agent Phone

Borrower/Billing Information

Borrower1 Business/Name

Borrower2 Name

Bill to Name

Address at which the Commission will invoice the

borrower for semi-annual Installment payments

Bill to Business

Bill to Address

Bill to City

Bill to State

Bill to ZIP

Bill to phone1

Bill to phone2

Bill to email1

Email addresses to which the Commission will send a copy

of each Invoice

Bill to email2

Bill to email3

Bill to email4

Bill to email5

Financing Information

PACE Financing Amount

Date Originated

First Installment Due Date

Maturity Date

Interest Rate

PACE Financing Term

Payments per Year

Installment Payment Amount

Annual Fee Due

Exhibit D-1 4829-0388-4458.1

EXHIBIT D

PERMITTED ENCUMBRANCES

[TO BE INSERTED IF APPLICABLE]

Exhibit E-1 4829-0388-4458.1

EXHIBIT E

FORM OF PROPERTY OWNER ASSIGNMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), is made and entered into as of the ____ day of ___________, 2017,20[__], by and between [Original Borrower] (“Assignor”), and [New Borrower] (“Assignee”).

W I T N E S E T H:

WHEREAS, pursuant to that certain PACE Special Charge and Financing Agreement (the “Financing Agreement”) dated as of _________, 20[__], 2017 by and between Assignor, [Capi-tal Provider], and the Wisconsin PACE Commission (the “Commission”) and in accordance with Wisconsin Statute § 66.0627 (the “Act”) and the program adopted by __________________ County, Wisconsin pursuant to Ordinance ________ (the “Program”), the Assignor has renovated or retrofitted, or is in the process of doing so (the “Project”) the property located at ______________, Wisconsin (the “Property”), with financing for the Project provided by [Cap-ital Provider] in the original principal amount of up to $_________ (the “PACE Financing”), which PACE Financing is secured by a special charge levied against the Property (the “PACE Special Charge”); and

WHEREAS, the Assignor is obligated to pay the PACE Special Charge in accordance with the Financing Agreement; and

WHEREAS, Assignor is selling, and Assignee, is purchasing the Property including the Project and Assignee acknowledges receiving a material benefit from the transaction contemplated by this Assignment; and

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, and intending to be legally bound hereby, Assignor and Assignee hereby agree as follows.

Section 1. Assignment. Effective as of ______________, 201720[__] (the “Effective Date”), Assignor hereby assigns, sells, transfers and sets over to and for the exclusive benefit of Assignee, all of the right, title and interest of Assignor, in and to, in the Financing Agreement, the Disbursement Agreement (as that term is defined in the Financing Agreement), the PACE Note (as that term is defined in the Financing Agreement), the PACE Special Charge, and all other documents evidencing or securing the PACE Special Charge together with the obligations of As-signor thereunder. In furtherance of the foregoing, Assignor and Assignee agree, represent and warrant that Exhibit A attached hereto and made a part hereof contains a true, correct and complete copy of the Financing Agreement., each other Transaction Document, and any amendments thereto.

Section 2. Assumption. From and after the Effective Date, Assignee hereby assumes and accepts all of Assignor’s right, title and interest in and to the Financing Agreement, the Dis-bursement Agreement, the PACE Note, the PACE Special Charge, and all other documents evi-dencing or securing the Assessment., and assumes all of Assignors obligations and duties thereun-der,. Assignee agrees to pay, perform and discharge, and otherwise be and remain responsible for,

Exhibit E-2 4829-0388-4458.1

at its sole cost and expense, all obligations and liabilities of Assignor pursuant to the Financing Agreement, the Disbursement Agreement, the PACE Special Charge, and all other documents ev-idencing or securing the Assessment and to comply with all the terms, covenants and conditions thereof, as Property Owner (as such term is defined in the Financing Agreement) thereunder, first arising and accruing on or after the Effective Date. Nothing in this Assignment shall be construed, nor do the parties intend, to modify any of the terms, obligations or definitions in the Financing Agreement. (other than the identity of the Property Owner). In the event of any conflict between the terms of this Assignment and the Financing Agreement, the Financing Agreement shall prevail.

Section 3. Acknowledgement of Indebtedness. Assignee hereby acknowledges the va-lidity of the indebtedness evidenced by the Financing Agreement, the PACE Note, the PACE Spe-cial Charge and all other documents evidencing or securing the Assessment including the obliga-tion to make all installment payments pursuant to the PACE Special Charge and the PACE Note first arising and accruing on or after the Effective Date. Assignor and Assignee hereby acknowledge and agree that the amounts owed under the PACE Special Charge and the PACE Note as of the Effective Date are as follows:

Unpaid Principal: $___________

Accrued Interest: $___________

Section 4. Binding Effect; Governing Law. All obligations, covenants and undertak-ings contained in this Assignment shall bind and be enforceable against, and shall inure to the benefit of, Assignor and Assignee, and their respective successors, legal representatives and as-signs. This Assignment shall be governed by the laws of the State of Wisconsin, and shall be construed in accordance with such laws.

Section 5. Notices. Every notice or other communication required or contemplated by this Assignment to Assignor or Assignee shall be in writing and sent by: (i) certified or registered mail, postage prepaid, return receipt requested, or (ii) nationally recognized overnight courier, such as Federal Express or UPS, in each case addressed to the intended recipient at the address set forth below or at such other address as the intended recipient previously designated by written notice to the other party, as follows:

If to Assignor: __________________ __________________

__________________ Attention:_________

If to Assignee: __________________ __________________

__________________ Attention:__________

Section 6. Representations. Assignor and Assignee each hereby represents to the other, to [the Capital Provider],, and to the Commission that it has the power and authority to execute Formatted: Font: Not Bold

Exhibit E-3 4829-0388-4458.1

and deliver this Assignment and perform its obligations hereunder and that the undersigned has the power and authority to bind said party to the terms hereof.

Section 7. Headings. Section captions contained herein are inserted as a matter of con-venience and for reference only, and in no way define, limit, extend or describe the scope of this Assignment or any provision hereof.

Section 8. Severability. In the event that any covenant, condition or other provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Assignment and shall in no way affect, impair or invalidate any other covenant, condition or other provision herein contained. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by applicable law.

Section 9. Waivers; Modifications. No breach of any provision hereof can be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. This Assignment may be amended or modified only by a written agreement executed by the parties in interest at the time of the amendment or modification.

Section 10. Dispute Resolution. In the event of any litigation arising out of this Agree-ment, the prevailing party shall be entitled to reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, both at the trial and appellate levels.

Section 11. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute one and the same agreement.

Section 12. Third Party Beneficiaries. The Commission and the Capital Provider shall be third party beneficiaries of this Assignment. Assignee hereby acknowledges and confirms that nothing contained in this Assignment shall be construed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions or conditions contained in the Financing Agreement, the Disbursement Agreement, the PACE Note and all other documents evidencing or securing the Assessment (except as may be herein expressly provided), or to waive any obligation contained therein.

Section 13. Entire Agreement. This Assignment contains all of the agreements of the parties hereto with respect to the matters containedassignment provided for herein, and no prior agreement, arrangement or understanding pertaining to any such mattersassignment shall be effec-tive for any purpose.

[Remainder of Page Left Blank. Signature Page to Follow]

Exhibit E-4 4829-0388-4458.1

IN WITNESS WHEREOF, Assignor and Assignee have hereunto caused this Assignment to be duly executed as of the date first set forth above.

ASSIGNOR:

[______________________]

WITNESSES: Name

By: Name: Title: Duly Authorized

Date: Name

ASSIGNEE:

[______________________]

Name

By: Name: Title: Duly Authorized

Date: Name

Consented and Agreed to this __ day of __________, 201720[__] by:

[CAPITAL PROVIDER]

By:_____________________

Name:

Title:

PACE WisconsinStatement of ActivitiesFY 2019 for the Nine Months Endng September 30, 2019 and Program To Date

Current YTD Program to Date

Fee Revenue 16,995 26,109 Legal Fees 13,391 19,841 Total Revenue 30,386 45,950

Legal Fees 13,391 19,841 Bank Fees 202 223 Total Expense 13,593 20,064

Net Assets 16,792 25,886

- -

PACE Wisconsin Closed PACE Financing Report logo

Closed PACE Financings: Program to DateDate Prepared: 10/22/2019 15:41

Pace ID Project Name

PACE Financing Amount

Date Originated

First Installment

DateMaturity

Date

PACE Financing

TermPMTS

Per Year Originating Lender Capital Provider Business Name Property Address City01_000001 Hotel Indigo $1,500,000 12/28/2017 1/31/2019 7/31/2038 20 2 Greenworks Lending, LLC PACEWell 2 LLC Kleuter Building LLC 901 East Washington Avenue Madison01_000002 Hotel Retlaw $2,373,798 2/9/2018 1/31/2019 7/31/2038 20 2 PACE Equity Finance, LLC PACE Equity Finance, LLC Hotel Retlaw, LLC 1 N. Main Street Fond Du Lac01_000003 Uniroyal $355,000 2/21/2018 1/31/2019 7/31/2028 10 2 McFarland State Bank McFarland State Bank UNIR Properties LLC 501 South Water Street Stoughton01_000004 Waterloo Rediscovered $249,000 2/22/2018 1/31/2019 7/31/2037 19 2 McFarland State Bank McFarland State Bank Rediscovered LLC 575 W Madison street Waterloo01_000005 Velocity Mixed Use $232,996 4/5/2018 1/31/2019 1/31/2038 20 1 PACE Equity Finance, LLC PACEWell 2 LLC Velocity Mixed Use LLC 142 Paoli Street Verona01_000006 818 Post $203,839 6/5/2018 1/31/2019 1/31/2038 20 1 Greenworks Lending, LLC PACEWell 2 LLC 818 Post LLC 818 Post Rd Madison01_000007 Home2Suites $1,500,000 7/24/2018 1/31/2020 7/31/2038 20 2 McFarland State Bank McFarland State Bank Madison Rimrock Lodging Investors I LLC 2153 Rimrock Road Madison01_000008 Brookfield Square $1,600,000 10/24/2018 7/31/2020 1/31/2039 19 2 McFarland State Bank McFarland State Bank Brookfield Square Lodging Investors LLC 115 South Moorland Road Brookfield01_000009 Weiskopf School $246,800 12/3/2018 1/31/2020 1/31/2039 20 1 Greenworks Lending LLC PACEWell 3 LLC J & N ASSETS IV LLC 812 50th St Kenosha01_000010 Fox Crossing $850,000 12/14/2018 1/31/2020 1/31/2039 20 1 Greenworks Lending LLC PACEWell 3 LLC FOX CROSSING HOTEL GROUP LLC 1465 Bryce Dr Fox Crossing01_000011 Edge at 706, LLC $1,420,000 2/13/2019 1/31/2020 7/31/2039 20 2 McFarland State Bank McFarland State Bank Edge at 706, LLC 704 Williamson Street Madison01_000012 Prestige Worldwide $249,500 4/10/2019 1/31/2020 7/31/2039 20 2 McFarland State Bank McFarland State Bank Prestige Worldwide Enterprises, LLC. 132 Market St. Sun Prairie01_000013 Hotel Northland $8,759,000 6/7/2019 7/31/2019 1/31/2047 28 2 CCG PACE Funding, LLC CCG PACE 304 North Adams Green Bay, LLC 304 N. Adams Avenue Green Bay01_000014 Drexel Hotel $2,500,000 6/26/2019 1/31/2020 7/31/2039 20 2 McFarland State Bank McFarland State Bank Drexel Hotel Investment LLC 7980 S. Market Street Oak Creek01_000015 Hartford Hotel $910,000 7/12/2019 1/31/2020 1/31/2040 20 2 Twain Funding III, LLC Twain Funding I, LLC Hartford Hotel Group, LLC 110 East Sumner St. Hartford01_000016 Hotels International Chippewa $661,000 7/12/2019 1/31/2020 1/31/2040 20 2 Twain Funding III, LLC Twain Funding I, LLC Hotels International, LLC 100 North Bridge St Chippewa Falls01_000017 Hotels America - Stevens Point $900,000 7/12/2019 1/31/2020 1/31/2040 20 2 Twain Funding III, LLC Twain Funding I, LLC Hotels of America, LLC 1117 Center Point Drive Stevens Point01_000018 435 E Walnut- GB Press Gazette $249,000 7/30/2019 2/15/2020 8/15/2044 25 2 Inland Green Capital Inland Green Capital Green Bay Business Center III LLC 435 East Walnut Green Bay01_000019 533 E Walnut GB Census 2020 $249,000 7/30/2019 2/15/2020 8/15/2044 25 2 Inland Green Capital Inland Green Capital Green Bay Business Center III LLC 533 East Walnut Green Bay01_000020 2322 Mill Rd - Sister Bay $147,562 9/10/2019 1/31/2020 7/1/2039 20 2 Greenworks Lending LLC PACEWell 3 LLC MacArio Gustavo Gallardo and Renata Ibarra Ornelas2322 Mill Road Sister Bay01-000021 Larsen Green Condominiums $800,000 9/6/2019 1/31/2020 7/1/2044 25 2 PACE Equity Finance, LLC Greenworks Lending LLC DDL Holdings LLC 336 & 346 N Broadway St Green Bay01_000022 Spooner Storage Rink $206,071 9/13/2019 1/31/2020 7/1/2039 20 2 Greenworks Lending LLC PACEWell 3 LLC THE STORAGE RINK LLC 301 Walnut Street Spooner01_000023 West Milwaukee Hotel $1,141,886 9/11/2019 1/31/2020 7/1/2039 20 2 Baker Tilly Debt Acquistion V LLC West Milwaukee Hotel LLC 4229 West National Ave West Milwaukee

Total $27,304,451