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HomeMy WebLinkAboutGrand Husk Solar, LLC - Lease Agreement - 1.5.2026 Execution Version LEASE AGREEMENT between Grand Husk Solar,LLC as Tenant and City of Waterloo as Owner dated In k.uct.ri Z©z Execution Version TABLE OF CONTENTS Page(s) ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Defined Terms 3 Section 1.2 Construction 8 ARTICLE 2 GRANT OF RIGHTS; TERM 8 Section 2.1 Lease and Grant of Lease Rights 8 Section 2.2 Term of Lease 8 ARTICLE 3 RENT 9 Section 3.1 Development Term Rent 9 Section 3.2 Construction Term Rent 10 Section 3.3 Production Term Rent 10 Section 3.4 Restoration Term Rent 10 Section 3.5 Payment Adjustments 10 Section 3.6 Crop Compensation, Pivot and Drip Irrigation, and CRP 10 Section 3.7 Payment Allocations 11 ARTICLE 4 LEASE RIGHTS 11 Section 4.1 Additional Lease Rights 11 Section 4.2 Stand-Alone Lease Rights 12 Section 4.3 Nature of Lease Rights,Additional Lease Rights and Stand- Alone Lease Rights 12 Section 4.4 Separate Storage Leases 12 ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS 13 Section 5.1 Permitted Use 13 Section 5.2 No Required Construction or Production 13 ARTICLE 6 TENANT'S OBLIGATIONS 13 Section 6.1 Compliance with Law 13 Section 6.2 Location of Project and Care and Appearance 14 Section 6.3 Fences and Gates 14 Section 6.4 Operations 14 Section 6.5 Payment of Claims 16 Section 6.6 Restoration 16 Section 6.7 Taxes 16 ARTICLE 7 OWNER'S OBLIGATIONS 17 Section 7.1 No Interference 17 Section 7.2 Compliance with Obligations 18 Section 7.3 Rights of Third Parties 19 Section 7.4 No Ownership Rights 19 Section 7.5 Cooperation 19 Section 7.6 Setback Waiver 21 Section 7.7 Confidentiality 21 Section 7.8 Division of Lease 22 Section 7.9 Estoppel Certificates 22 Section 7.10 Representations and Warranties of Owner 22 ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS 23 Section 8.1 Default 23 Section 8.2 Owner's Right to Terminate for Monetary Default 24 Section 8.3 Limitation on Remedies 25 Section 8.4 Protection of Lenders 25 ARTICLE 9 ASSIGNMENT AND SUBLETTING 28 Section 9.1 Right to Assign or Sublet 28 Section 9.2 Right To Encumber 28 ARTICLE 10 GENERAL PROVISIONS 29 Section 10.1 Insurance 29 Section 10.2 Environmental Matters 29 Section 10.3 Use of Water 30 Section 10.4 Indemnity 31 Section 10.5 Safety Measures; Waiver and Recognition 31 Section 10.6 Casualty and Condemnation 32 Section 10.7 Notices 33 Section 10.8 Force Majeure 33 Section 10.9 Meetings with Third Persons 34 Section 10.10 Termination 34 ii Section 10.11 Third Party Beneficiaries 34 Section 10.12 Attorneys' Fees 35 Section 10.13 Covenants Running With the Land 35 Section 10.14 Governing Law 35 Section 10.15 Memorandum 35 Section 10.16 Joint and Several Liability 35 Section 10.17 Binding on Partial Interests 35 Section 10.18 Savings Clause 35 Section 10.19 No Waiver 35 Section 10.20 Entire Agreement; Modifications; Conflicts 35 Section 10.21 Multiple Counterparts 36 Section 10.22 Provision of Copy of Lease 36 Section 10.23 Cooperation on Owner's Interest 36 Section 10.24 Limited Accessway 36 Section 10.25 Restricted Area 37 iii Execution Version LEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement") is made, dated and effective as of (the "Effective Date"), and between the Owner ("Owner") and Tenant("Tenant"), designated in the Basic Terms and Conditions below: Basic Terms and Conditions Effective Date of this Agreement: Owner: City of Waterloo Owner's Address: 715 Mulberry St., Waterloo, IA 50703 Tenant: Grand Husk Solar, LLC, a Delaware limited liability company Tenant's Address: 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 Property: 501.45 acres in the County of Black Hawk, Iowa as specifically described in Exhibit A. Length of Lease Term: The "Development Term" shall be a period of five (5)years from the Effective Date, with two (2)one (1)- year extension options (i.e.,totaling up to seven (7)years if all options and extensions are exercised),all as set forth in Section 2.2(a). The "Construction Term" shall commence on the Construction Commencement Date and be for a period of up to three (3) years, all as set forth in Section 2.2(b). The Tenant may exercise an option to extend the term of the Lease through the Production Term by achieving the Generation Commencement Date. Should the Generation Commencement Date occur any time prior to the expiration of the Construction Term, the "Production Term" will automatically commence and continue, unless terminated earlier as provided herein, to a date which is twenty (20) years from the Generation Commencement Date, subject to four(4) extension terms of five (5) years each (i.e., totaling up to forty (40) years of Production Term if all options and extensions are exercised), all as provided in Section 2.2(c). The "Restoration Term"shall begin on the expiration or earlier termination of(a)the Construction Term, if it occurs and if construction has commenced, or (b) the Production Term, if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall expire when Tenant completes the Restoration Obligations. Development Term Rent: One-time payment of $50.00 per acre subject to this Agreement (excluding the Restricted Area) to be paid by Tenant to Owner (the "Signing Fee"), as well as and to the extent applicable $50.00 per acre subject to this Agreement(excluding the Restricted Area)to be paid by Tenant to Owner at the end of each twelve (12) month period during the Development Term (the "Periodic Development Term Rent"), and if the Development Term is extended, a one-time payment for each extension of$30.00 per acre subject to this Agreement (excluding the Restricted Area) (the "Additional Development Term Rent" and together with the Signing Fee and Periodic Development Term Rent, the "Development Term Rent"). Development Term Rent is payable as required in Section 3.1. Construction Term Rent: If the Construction Commencement Date has occurred, then an annual payment of $350.00 per acre times the number of acres of the Property which Tenant's plans show will be enclosed by a fence to be constructed for the Project shall be paid by Tenant to Owner (the "Construction Term Rent"). Construction Term Rent is payable as required in Section 3.2. Production Term Rent: During the Production Term(if it occurs),Tenant will pay Owner for the first Lease Year an amount equal to $1,400.00 (the "Production Term Rent Multiplier") multiplied by the total number of acres of the Property which are enclosed by a fence constructed for the Project or which Tenant's plan show will be enclosed by a fence to be constructed for the Project. The Production Term Rent Multiplier shall increase by two percent (2%) per Lease Year during the Production Term. All of the foregoing shall be referred to as the "Production Term Rent". Restoration Term Rent: Tenant will not owe any amounts to Owner as rent during the Restoration Term. ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Defined Terms. When used in this Agreement, the following capitalized terms shall have the definitions indicated: "Additional Lease Rights": Shall have the meaning set forth in Section 4.1. "Affiliate": any Person (i)who, directly or indirectly (including through one or more intermediaries), holds an equity interest in Tenant (a "Parent Company") or (ii) in which Tenant or a Parent Company, directly or indirectly (including through one or more intermediaries) holds an equity interest. "Agreement": This Lease Agreement(including the Lease and Lease Rights). "Award": Shall have the meaning set forth in Section 10.6(b). "CERCLA": Shall have the meaning set forth in Section 10.2(c). "Confidential Information": Shall have the meaning set forth in Section 7.7. "Construction Commencement Date": The earlier of: (a) the date Tenant provides written notice to Owner of the Construction Commencement Date; or (b) the date when Tenant commences the installation of vertical improvements for Solarpower Facilities for the Project on the Property and is diligently pursuing construction of the Project on the Property. For the avoidance of doubt,pre-construction studies,surveys,and development-related diligence shall not be considered construction commencement. "Construction Term": The period beginning on the Construction Commencement Date and terminating upon expiration or earlier termination as provided herein. "Construction Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "County": The county in which the Property is situated. "Development Term": The period during which Tenant performs development activities, including but not limited to measuring the solar resource, obtaining permits, securing Tenant's position to interconnect into the grid, as more particularly defined in the Basic Terms and Conditions and Section 2.2(a). "Development Term Rent": Shall consist of the Signing Fee and, if applicable, the Periodic Development Term Rent and the Additional Development Term Rent, and have the meaning set forth in the Basic Terms and Conditions. "Effective Date": Shall have the meaning given in the first sentence of this Agreement. "Encumbrances": Any liens, encumbrances, covenants, conditions, reservations, restrictions, easements, leases, licenses, occupancies, tenancies, mineral rights, water rights or other matters affecting, relating to or encumbering the Property or any portion thereof. 3 "Environmental Laws": Shall have the meaning set forth in Section 10.2(c). "Event of Default": Shall have the meaning set forth in Section 8.1. "Event of Force Majeure": Strikes, lockouts or other labor disturbances; delays in transportation; inability to secure labor or materials in the open market; acts of God or the elements, including fire, flood, washout, perils at sea, lightning, earthquake or accidents; conditions arising out of or attributable to acts of war, civil disturbances or riots;the effect of any Law; the failure of any governmental authority to issue any permit, entitlement, approval or authorization within a reasonable period of time after an application for the same has been submitted; the inability to sell electricity at commercially reasonable prices in the open market; orders of curtailment or suspension or cessation of transmission system operations by MISO; or any other matter or condition beyond the reasonable anticipation and control of the party in question, whether or not similar to the matters or conditions herein specifically enumerated; and (in the case of Tenant)while litigation contesting all or any portion of the right, title and interest of Owner in the Property and/or of Tenant under this Agreement shall be pending and not finally determined. "Expenses": Any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals), and any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses,deficiencies or other charges with respect thereto,but excluding in any event any Party's own (i.e., not damages claimed by a third party) lost profits and other special or consequential damages,which result from the indemnifiable events described herein. "Extension Date": Shall have the meaning set forth in Section 2.2(c). "Extension Term": Shall have the meaning set forth in Section 2.2(c). "Generation Commencement Date": The earlier of: (a)the date Tenant provides written notice to Owner of the Generation Commencement Date;or(b)the date on which any Solarpower Facilities that are being constructed on the Property have passed their initial performance tests and have begun to commercially deliver electricity into the transmission grid. "Hazardous Materials": Shall have the meaning set forth in Section 10.2(d). "Indemnified Party": Shall have the meaning set forth in Section 10.4. "Indemnifying Party": Shall have the meaning set forth in Section 10.4. "MISO": MISO, a Regional Transmission Organization. 4 "Laws": All valid and applicable laws, statutes, ordinances, regulations, orders and assessments of any federal,state,county or local governmental authority with jurisdiction over the Project or the Property. "Lease": The Lease created by this Agreement. "Lease Rights": The following lease rights in, on, under, over, across, along and above the Property: (a) A right of access and of ingress to and egress from the Project, as well as a right for access to and from adjacent lands in the Project, in each case by means of any existing roads on the Property,and by such other roads as Tenant may construct on the Property from time to time at locations reasonably agreed between Tenant and Owner, for the benefit of and for purposes incidental to Operations on the Property,provided that Owner agrees to approve at least one road location to the Project; (b) The right to install, use, repair, improve, relocate, replace and remove Transmission Facilities to be placed in locations selected by Tenant. (c) A non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind or nature whatsoever resulting,directly or indirectly,from any Operations conducted,or Project owned,leased,operated or maintained by Tenant on the Property and on lands near the Property. (d) The right to use construction staging and laydown areas in locations reasonably agreed between Tenant and Owner for installing, using, repairing, improving, relocating, replacing, and removing the Project. (e) The exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted. (f) The exclusive right to access, relocate and maintain the Project located on the Property. (g) The exclusive right to capture,use and convert unobstructed solar resources over and across the Property. (h) The right to subjacent and lateral support for the Project. Tenant acknowledges and agrees that the "Lease Rights" are subject to Tenant's compliance with all applicable Laws, including the securing of any required permits, licenses, or approvals, and that except as otherwise expressly set forth herein, Owner makes no representation or warranty concerning any applicable Laws or the ability to secure any permits, licenses, or approvals. 5 "Lease Year": The period from the Generation Commencement Date through the December 31 of the calendar year in which the Generation Commencement Date occurs (which shall be deemed the first Lease Year), and each subsequent calendar year during the Production Term. "Lender": Any financial institution or other Person that from time to time provides secured financing for some or all of the Project or Operations, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. "Lender's Lien": Shall have the meaning set forth in Section 9.2. "Monetary Default": Shall have the meaning set forth in Section 8.1. "Non-Monetary Default": Shall have the meaning set forth in Section 8.1. 'Notice of Default": Shall have the meaning set forth in Section 8.1. "Operations": The activities which Tenant has the right to undertake pursuant to Section 5.1. "Owner": The legal owner of the Property described in the Basic Terms and Conditions and as further defined in Exhibit A. "Owner Nonrenewal Notice": Shall have the meaning set forth in Section 2.2(c). "Person": Any individual, corporation,partnership,joint venture, association,joint stock company, trust,trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity. "Production Term": The period beginning on the Generation Commencement Date and terminating upon expiration or earlier termination as provided herein. "Production Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Project": The Solarpower Facilities, Transmission Facilities, electric transformers, energy storage facilities, telecommunications equipment related to the Solarpower Facilities, roads,meteorological stations and solar energy measurement equipment(including pyranometers), maintenance, administrative and storage areas and buildings, reasonable signage and all related improvements and equipment, portions of which are located on the Property. "Property": The Property as described in the Basic Terms and Conditions. 6 "Real Property Records": The official public records of the County or Counties in which deeds and other instruments affecting title to real property are required to be recorded to place third parties on constructive notice of them. "Rent": The Development Term Rent, Construction Term Rent, Production Term Rent, and Restoration Term Rent as described in Article 3. "Restoration Obligations": Tenant's obligation to (i)remove from the Property any part of the Project owned, installed or constructed by Tenant thereon except for roads, (ii)fill in and compact all trenches or other borings or excavations made by Tenant on the Property (excepting borrow pits and quarries), and (iii) leave the surface of the Property free from debris, as more particularly defined and described in Section 6.6. "Restoration Term": As more particularly defined in the Basic Terms and Conditions, Section 2.2(d),and Section 6.6,the period beginning on(a)the expiration or earlier termination of the Construction Term, if it occurs and if construction has commenced, or (b) if the Production Term commences,the expiration or earlier termination of the Production Term,and expiring when Tenant completes the Restoration Obligations "Restoration Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Solar Panel": A photovoltaic generation unit which converts sunlight into electrical current which is included in the Solarpower Facilities. "Solarpower Facilities": Solar-powered electric generating facilities, including Solar Panels, other photovoltaic generating equipment and such other solar-powered generating equipment as reasonably determined by Tenant, related infrastructure and the ancillary improvements and equipment providing support or otherwise associated therewith, all of which is located on the Property and on any other real property included in the Project. "Stand-Alone Lease Right": Shall have the meaning set forth in Section 4.2. "Taking": Shall have the meaning set forth in Section 10.6(a). "Term": The Development Term, the Construction Term (if it becomes effective) the Production Term(if it becomes effective and including one or more Extension Terms if exercised), and the Restoration Term each as described in Section 2.2. "Town": The town in which the Property is situated. "Transmission Facilities": Underground and above-ground wires and cables, for the transmission of electrical energy and/or for communication purposes,and all necessary appliances and fixtures for use in connection with said wires and cables under,along,above and in or adjacent to the Property; and one or more substations or interconnection or switching facilities, together with all related or appropriate rights of way, on, along and in or adjacent to the Property. 7 Section 1.2 Construction. In this Agreement, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa. The terms "include," "includes" and "including" shall be deemed to be followed by the words"without limitation." The term"year" refers to a calendar year,the term "month"refers to a calendar month, and any period measured by a"year"or a"month"from a reference date refers to the period beginning on such reference date and ending on the same date of the next succeeding calendar year or month, respectively, or, if no such date exists in the next succeeding calendar month, the last day of such next succeeding calendar month. References to a Section or Exhibit shall be references to a Section of, or Exhibit to, this Agreement unless specifically stated otherwise. A reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified,amended, supplemented and restated through the date as of which such reference is made. The term "or" is not exclusive, the term "shall" is mandatory and the term "may" is permissive. Owner and Tenant acknowledge that each was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against either party because one is deemed to be the author thereof. Captions or titles used herein are for convenience of reference only and do not affect the meaning or intent hereof. ARTICLE 2 GRANT OF RIGHTS; TERM Section 2.1 Lease and Grant of Lease Rights. For the good and valuable consideration provided herein, the receipt and sufficiency of which are hereby acknowledged by Owner and Tenant, Owner hereby leases to Tenant, and Tenant leases from Owner, the Property, and Owner grants to Tenant the Lease Rights. Tenant acknowledges and agrees that the "Lease Rights" are subject to Tenant's compliance with all applicable Laws, including the securing of any required permits, licenses, or approvals, and that except as otherwise expressly set forth herein, Owner makes no representation or warranty concerning any applicable Laws or the ability to secure any permits, licenses,or approvals. Section 2.2 Term of Lease. The term of this Agreement shall consist of the Development Term plus, if it becomes effective, the Construction Term, plus, if it becomes effective, the Production Term, plus, if exercised, up to four (4) Extension Terms, plus, if it becomes effective,the Restoration Term. Prior to the expiration of the Development Term,Tenant shall have the option to extend the term of this Agreement through the Construction Term,exercise of such option by Tenant being made and evidenced solely by achievement of the Construction Commencement Date. Prior to the expiration of the Construction Term, Tenant shall have the option to extend the term of this Agreement through the Production Term,exercise of such option by Tenant being made and evidenced solely by achievement of the Generation Commencement Date. Notwithstanding any other provision of this Agreement (including any Lender protection provisions), if the Development Term or Construction Term of this Agreement expires in accordance with the terms of this Agreement, prior to the Generation Commencement Date occurring,this Agreement shall automatically terminate at the expiration of the Restoration Term, if applicable (a) The Development Term shall commence on the Effective Date and continue for a period of up to five (5)years,provided, however, that Tenant shall have the right to extend 8 the Development Term two (2) times for an additional one (1) year each by delivering written notice of such extension to Owner at least thirty(30)days prior to the then-current expiration date of the Development Term, in the event Tenant extends the Development Term, Tenant shall owe the Additional Development Term Rent as set forth in Section 3.1. The Development Term shall, in all events,terminate on the Construction Commencement Date and the Construction Term shall commence. (b) The Construction Term shall commence on the Construction Commencement Date and continue for a period of up to three (3) years. The Construction Term shall, in all events, terminate on the Generation Commencement Date and the Production Term shall commence. (c) The Production Term, if it occurs, shall commence on the Generation Commencement Date and continue to the date that is twenty (20) years from the Generation Commencement Date,provided,however,that Tenant shall have the right to extend the Production Term by four (4) separately exercised periods of five (5) years each (each such five year period, an "Extension Term") if Tenant delivers written notice of such extension to Owner at least one hundred eighty (180) days prior to the then-current expiration date of the Production Term or the then-current expiration date of the Extension Term, as applicable (the "Extension Date"). The parties understand that the Production Term could total up to forty(40)years if all four(4)options for Extension Terms are exercised and this Agreement is not earlier terminated by Tenant in accordance with its terms. The parties intend that the Tenant not lose any option to extend an Extension Term through inadvertence or mistake. Accordingly, and notwithstanding the foregoing, if Tenant shall fail to exercise its renewal option for an Extension Term within such time period as set forth above, Tenant's right to exercise its option for an Extension Term shall nonetheless continue for an additional sixty (60) days following receipt of Owner's notice to Tenant and to any Lender of the failure of Tenant to timely exercise such option (the "Owner Nonrenewal Notice"),If either Tenant or Lender provides notice to Owner of its intent to exercise such option within such sixty(60)day period following receipt of the Owner Nonrenewal Notice, then such exercise by Tenant or Lender shall be deemed timely given. (d) The Restoration Term shall commence on the expiration or earlier termination of(i) the Construction Term, if it occurs and if construction has commenced, or (ii) the Production Term,if Tenant does exercise an option to extend the term of the Lease through the Production Term. The Restoration Term shall when Tenant completes the Restoration Obligations. ARTICLE 3 RENT Section 3.1 Development Term Rent. During the Development Term,Tenant shall pay to Owner the Development Term Rent in the amount provided for in the Basic Terms and Conditions. The Signing Fee is payable within forty-five(45) days from the Effective Date. Each payment of the Periodic Development Term Rent is payable within forty-five (45) days after the end of each 12-month period of the Development Term (for example, the first such 12-month period expiring 12 months after the Effective Date). If Tenant exercises an option to extend the Development Term for one (1) additional year, then the Additional Development Term Rent is 9 payable within forty-five (45) days from the date when the additional one (1) year of the Development Term commences. Tenant shall have no obligation to make any payment to Owner otherwise required under this Agreement until Tenant has received from Owner a completed Internal Revenue Service Form W-9. Section 3.2 Construction Term Rent.During the Construction Term, if it occurs,Tenant shall pay to Owner the Construction Term Rent in the amount provided for in the Basic Terms and Conditions. The Construction Term Rent is payable within forty-five (45) days from the Construction Commencement Date and within forty-five (45) days from each annual anniversary thereof for the remainder of the Construction Term. If the Construction Commencement Date occurs during any one (1)year period in which Development Term Rent has been paid, including in a year in which Tenant has extended the Development Term,the Construction Term Rent shall be reduced by the prorated amount of the Development Term Rent or the Additional Development Term Rent, as applicable, for the remaining period for which Development Term Rent has been paid.For illustrative purposes only,if the Construction Commencement Date occurs six(6)months into the first year the Development Term is extended,the Construction Term Rent shall be reduced by a prorated amount that is equal to six(6)months of the Additional Development Term Rent. Section 3.3 Production Term Rent. (a) During the Production Term, if it occurs, Tenant shall pay to Owner the Production Term Rent for each Lease Year as provided for in the Basic Terms and Conditions. If the Generation Commencement Date occurs during any one(1)year period in which Construction Term Rent has been paid, the Production Term Rent shall be reduced by the prorated amount of the Construction Term Rent for the remaining period for which Construction Term Rent has been paid.For illustrative purposes only, if the Generation Commencement Date occurs six(6)months into the first year of the Construction Term, the Production Term Rent shall be reduced by a prorated amount that is equal to six(6)months of the Construction Term Rent. (b) Payment of Rent. The Production Term Rent shall be paid to Owner within thirty (30)days of the Generation Commencement Date. Subsequent Production Term Rent shall be paid annually within thirty (30) days of the first day of each Lease Year.Notwithstanding any of the foregoing, Tenant shall have no further liability to make any payments of Development Term Rent, Construction Term Rent or Production Term Rent under this Agreement following its termination or expiration. If the first or last Lease Year is less than an entire calendar year, the Production Term Rent shall be prorated for the applicable portion of such Lease Year. Section 3.4 Restoration Term Rent. Tenant shall not owe any amounts to Owner as rent during the Restoration Term. Section 3.5 Payment Adjustments. If Owner owns less than the full surface estate in all or any part of the Property,all payments required hereunder shall be reduced to the proportion that Owner's interest in the Property bears to the full surface estate in the Property, or any portion thereof. 10 Section 3.6 Crop Compensation, Pivot and Drip Irrigation, and CRP. Tenant shall use its commercially reasonable efforts to avoid damaging Owner's existing cultivated land, pastureland and pivot or drip irrigation systems ("Irrigation System") if located on the Property. If Tenant's development of the Project: (a) damages or destroys any of Owner's crops or saw-log timber on such cultivated land, then Tenant shall reimburse Owner the fair market value for the year in which the crop damage occurred,as established by Multi-Peril Insurance historic yields for the ten(10)previous years,for any damage to or displacement of Owner's cultivated crops on the Property caused by Tenant, (b)damages or destroys any of Owner's pasture land,then Tenant will reseed the affected areas with grasses and/or natural vegetation in accordance with the reasonable and customary standards in the area for restoring and reseeding pastureland, or (c) damages or causes Owner to relocate the Irrigation System, the Tenant shall reimburse Owner for the fair market value, for the year in which the crop damage occurred, of the cost to relocate, repair or replace the Irrigation System,whichever cost is less. If Owner is a party to a Conservation Reserve Program contract("CRP Contract")with the U.S.Department of Agriculture pursuant to 7 C.F.R. Part 1410 regarding the Property,then Owner shall provide Tenant with a true and complete copy of such CRP Contract,together with all amendments and modifications, and if applicable, Tenant shall reimburse Owner for(a)any rental payments,or portion thereof,Owner would have received from the U.S. Department of Agriculture but for locating the Project on the Property, and (b) the penalties and interest, if any (including for any past payments received by Owner that must be repaid by Owner), assessed by, the U.S. Department of Agriculture as a result of the location of the Project on the Property. Owner shall cooperate with Tenant in completing and submitting documents to obtain any exemptions allowed under the Conservation Reserve Program for the use of the Project on the portions of the Property covered by a CRP Contract. Section 3.6 shall not apply to Owner's cultivated land, pastureland, and Irrigation System(s) existing after the Construction Commencement Date or notice to Owner thereof. Section 3.7 Payment Allocations. Tenant shall make all payments due under this Agreement to Owner as provided below: City of Waterloo 715 Mulberry St. Waterloo, IA 50703 %of each payment: 100% For the avoidance of doubt,Tenant's failure to make payments pursuant to this Section 3.7 shall not constitute an Event of Default, so long as payment is made to Owner at the address provided in the Basic Terms and Conditions. Owner acknowledges and agrees that payment of all sums due under this Agreement pursuant to this Section 3.7 shall satisfy all requirements for the payment of Rent and other sums required to be made by Tenant under this Agreement. ARTICLE 4 LEASE RIGHTS Section 4.1 Additional Lease Rights. If Tenant wishes to obtain from Owner one or more lease rights on,over,across,along and/or above any real property that is owned or controlled 11 by Owner and adjacent to the Property (each, an "Additional Lease Right"), in connection with, for the benefit of and for purposes incidental to the Project, including the right to install and maintain on such other real property (i) transmission lines and facilities, both overhead and underground, which carry electrical energy to and/or from the Project, (ii)communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project,and/or(iii)metering equipment,substations,switching stations,solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, then upon request Owner shall grant to Tenant such a lease right in such location or locations as Tenant may reasonably request,provided that Tenant shall agree to pay to Owner a fee consistent with the Production Term Rent for the number of acres subject to such Additional Lease Right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.2 Stand-Alone Lease Rights. Owner acknowledges that commercial operation of the Project may require, from time to time during the Project's existence, additional lease rights in favor of certain third parties on the Property and on the real property that is owned by Owner and adjacent to the Property. Accordingly, if the independent system operator with jurisdiction over the system in which the Project operates, the transmission system owner or operator to whose transmission lines the Project interconnects,the phone or other communications provider, or the off-taker to whom output and/or renewable energy credits from the Project is to be sold, determines that one or more separate, stand-alone lease (each, a "Stand-Alone Lease Right") on, over, across, along and/or above the Property and any real property that is owned by Owner and adjacent to the Property, including the right to install and maintain on the Property (i)transmission lines and facilities,both overhead and underground, which carry electrical energy to and/or from the Project, (ii)communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project, and/or (iii)metering equipment, substations, switching stations, solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, is reasonably required for the efficient and/or safe operation of the Project, then upon request Owner shall grant to such third party such an lease right in such location or locations as such party may reasonably request, provided that such party shall agree to pay to Owner a reasonable fee agreed to by Owner in advance for such lease right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.3 Nature of Lease Rights, Additional Lease Rights and Stand-Alone Lease Rights. Each Lease Right,Additional Lease Right and Stand-Alone Lease Right(i) shall be in the nature of and similar to the Lease Rights granted to Tenant under Section 2.1 and shall be in a form reasonably acceptable to Tenant and Owner, such Affiliate or the grantee of such lease rights as applicable (which form shall at a minimum include lender protective provisions comparable to those included herein), (ii) shall be a lease right in favor of Tenant or such other holder of such lease right, and (iii) shall, upon the granting thereof, be included within the meaning of the term "Lease Rights", except where otherwise stated or where the context otherwise requires. Each Lease Right,Additional Lease Right and Stand-Alone Lease Right shall inure to the benefit of and be binding upon Owner and the holder of such Lease Right, Additional Lease Right or Stand- Alone Lease Right,as the case may be,and their respective successors and assigns,and all persons claiming under them. 12 Section 4.4 Separate Storage Leases. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly execute and deliver to Tenant or an Affiliate selected by Tenant one(1)or more separate,independent lease agreements for separate and distinct battery energy storage projects to be located on the Property, which separate, independent lease agreements shall be on substantially the same terms and in substantially the same form as this Agreement. ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS Section 5.1 Permitted Use. Tenant shall use the Property solely for solar energy purposes, and Tenant shall also have the exclusive right to use the Property for solar energy purposes. "Solar energy purposes" means converting solar energy into electrical energy, and collecting, storing and transmitting the electrical energy so converted, together with any and all other activities related thereto, including (i) determining the feasibility of solar energy conversion on the Property, including studies on solar irradiance, light direction and other meteorological data and extracting soil samples, and all other testing, studies or sampling desired by Tenant; (ii) constructing, installing, using, replacing, relocating, controlling and removing from time to time,and maintaining and operating the Project; and(iii) undertaking any other activities,whether accomplished by Tenant or a third party authorized by Tenant,that Tenant reasonably determines are necessary,useful or appropriate to accomplish any of the foregoing,including the right to erect, construct,reconstruct,replace,relocate,remove,control,maintain and use Transmission Facilities from time to time in connection with the Project. Section 5.2 No Required Construction or Production. Nothing contained in this Agreement shall be construed as requiring Tenant (i)to undertake construction or installation or to alter or remove any part of the Project on the Property or elsewhere except for those requirements contained in Section 6.6 hereof, (ii)to continue operation of any part of the Project from time to time located on the Property or elsewhere or(iii)to generate or sell any minimum or maximized amount of electrical energy from the Property; and the decision if, when and to what extent that such construction and generation will occur shall be solely in Tenant's discretion. Owner acknowledges that Tenant has made no representations or warranties to Owner, including any regarding development of, or the likelihood of power generation from,the Property. ARTICLE 6 TENANT'S OBLIGATIONS Section 6.1 Compliance with Law. In conducting its Operations on the Property,Tenant shall comply in all material respects with all Laws; however, Tenant may contest the validity or applicability of any Law(including any property tax)to Tenant,the Project,the Operations,or any other activity or property of Tenant or Tenant's Affiliate,by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required. Any such contest or proceeding, including any initiated by Tenant and maintained in the name of Owner, shall be controlled and directed by Tenant, but in consultation with Owner and at no cost to Owner, excepting proceedings which arise due to Owner's violation of any law. Tenant agrees 13 to promptly reimburse Owner for any costs or fees(including reasonable attorney's fees) incurred by Owner in connection with this Section. Section 6.2 Location of Project and Care and Appearance. Tenant shall notify and reasonably consult with Owner regarding the location of the Project on the Property prior to the Construction Commencement Date; provided however, (i) such consultation is advisory only, (ii)Tenant shall not be restricted in any way from exercising Tenant's rights hereunder as a result of such consultation, and (iii)Tenant shall not be required to obtain Owner's approval or consent to the location of any part of the Project. Tenant shall bury all wires, cables and lines on the Property that are required to be buried at least twenty-four inches (24")below the surface of the Property. If such wires, cables, or lines become exposed at the surface or are not buried at least twenty-four inches (24") below the surface regardless of the cause, Tenant shall take all actions necessary to cause the wires,cables, and lines to be buried at least twenty-four inches (24")below the surface of the Property. Where commercially feasible,Tenant agrees to(x) install all overhead lines along existing transmission or utility easements and(y)bury collection cables and fiber optic cables either underneath or alongside newly-constructed roads. Tenant shall keep the Property clean and free of debris created by Tenant, its contractors, or others entering the Property at the request of Tenant. Tenant shall not use the Property for storage except for materials, construction equipment and vehicles directly associated with construction or maintenance of the Project on the Property or adjacent lands that are part of the Project and Tenant shall have the right to designate for use in this regard during the construction and development process (or at any time thereafter) such laydown yards or areas as it shall determine to be appropriate given the then current nature of the Operations. Tenant shall take commercially reasonable steps to maintain the grass on the Property in compliance with the Owner's wildlife hazard management plan at Tenant's sole cost and expense. Section 6.3 Fences and Gates. Tenant shall have the right to remove fences, gates, and cattle guards, but only as reasonably necessary to accommodate the Project; however, upon Owner's reasonable request, Tenant shall maintain, repair or replace any fences, gates, or cattle guards, damaged or removed in connection with Tenant's activities. Any fences, gates, or cattle guards repaired or replaced by Tenant shall be in conformance with the quality and style of the fences, gates, and cattle guards existing on, or if none are on then nearby, the Property. Fences removed from locations within the Property where Tenant has determined removal is necessary to avoid interference with its Operations,if replaced, shall be rebuilt by Tenant at its expense in other mutually agreeable locations and sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Owner. If Tenant makes a new entrance through any existing fence, Tenant shall install a cattle guard sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Tenant will reseed areas cleared by Tenant and used for lay-down or storage areas with the same types of grasses or crops found on adjacent tracts if Owner reasonably requests such reseeding. Section 6.4 Operations. During the Development Term, Tenant may access the Property following prior notice to the Owner(which notice may be oral),except in the event of an emergency, where no prior notice shall be required. During the Construction Term and the 14 Production Term, Tenant shall have access to the Property twenty-four(24)hours a day, seven(7) days a week, without prior notice to Owner. Tenant and all Tenant personnel, and all personnel of third parties authorized to enter the Property by Tenant, shall follow the following rules while on the Property. Any individual who commits a third violation of these rules after receipt of written warning from Owner, may be fined in an amount not to exceed $500.00 per violation for each violation of these rules after receipt of written warning from Owner for the first and second violations. (a) All access gates shall remain padlocked at all times when not in use; all access gates, as well as all interior gates, shall remain closed at all times when not in use. (b) All personnel shall minimize,to the extent reasonably possible,the creation of dust and the introduction of noxious plants or vegetation to the Property. (c) At no time shall any of employees of Tenant,or any third parties authorized to enter the Property by Tenant bring any of the following onto the Property: (i) Weapons of any type, including but not limited to, guns, bows and arrows, or sling shots. (ii) Animal calling devices. (iii) Fishing equipment or nets. (iv) Dogs, cats or any other animals. (v) Alcoholic beverages. (vi) Illegal drugs or related paraphernalia. (d) Smoking is prohibited except in designated construction areas and in vehicles. Tenant will employ prudent precautions to prevent fires, including avoiding the build- up of plant material under vehicles. In the event a grass fire is started, Owner shall be promptly notified, as well as emergency personnel if necessary. Tenant agrees to pay to Owner a reasonable fee per acre for fire damage but not less than $50.00 per acre for fire damage to existing crops and/or pasture land (whether located on the Property or adjacent lands owned by Owner) that is caused by Tenant, its employees, contractors, agents or any individual allowed onto the Property by Tenant. Such payment shall be due and payable within thirty (30) days of such fire. Such payment shall in no way limit or waive Owner's right to obtain payment for fire damage to animals, structures, equipment or other things located on the Property, or lands adjacent to the Property. (e) Tenant shall keep the Property clean and free of all trash and litter which may emanate from Tenant or its employees, agents, contractors or invitees operations on the Property,and if Tenant does not do so within ten(10) days after written notice from Owner,Tenant agrees to pay Owner's reasonable costs of picking up such litter and trash either on the Property or adjacent lands. Under no circumstances will Tenant bury or burn any trash, debris or foreign material of any nature on the Property. 15 (f) Tenant, its employees, contractors, agents and any individual allowed onto the Property by Tenant shall not bury, dump, spill or discharge any Hazardous Materials (as defined in Section 10.2), gasoline, oil, hydraulic fluid, fuel, paint or other foreign, toxic, or other waste substances on the Property. (g) No wood,plants,animals(dead or alive),artifact or any other item that was not originally brought onto the Property by Tenant's personnel will be removed from the Property. (h) The following speed limits shall be strictly observed while using roads on the Property: thirty-five (35)miles per hour during daylight;twenty-five(25)miles per hour after dark. Section 6.5 Payment of Claims. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant at the Property, which claims are secured by any mechanic's or materialmen's lien against the Property; however, Tenant may contest such claims by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required, so long as Tenant pays and satisfies any adverse judgment that may be rendered thereon before the enforcement thereof. Any such contest or proceeding, including any maintained in the name of Owner, shall be controlled and directed by Tenant. Section 6.6 Restoration. Subject to the rights of Lenders upon termination of this Agreement as provided herein, and subject to the rights of Lease Right holders as provided in Article 4, during the Restoration Term, Tenant shall complete the Restoration Obligations; provided however, the Restoration Obligations shall not include the replanting of trees, removing of access roads or regrading to existing conditions,and,as to any part of the Project located beneath the surface of the land, Tenant shall only be required to remove any part of the Project located beneath the surface of the land (such as, without limitation, footings and foundations) to a depth of twenty-four(24) inches below the surface of the land. Nothing contained in this Section shall be construed as precluding Tenant from taking any of the foregoing actions at any time during the Development Term,the Construction Term, or the Production Term.No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner and maintain during the remainder of the Term one or more performance bonds,letters of credit,or another form of financial security in such type and amount determined in the Tenant's discretion, in each case in form and substance to secure Tenant's completion of the Restoration Obligations. The amount of any financial security maintained by Tenant pursuant to the prior sentence shall be reduced by the scrap and salvage value of the Project. In the event any federal, state, county or local governmental authority with jurisdiction over the Project or the Property requires bonding or other security securing decommissioning and the Restoration Obligations, then Tenant's satisfaction of those requirements shall satisfy all bonding or other security requirements under this Section 6.6. No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner a decommissioning plan for Tenant's satisfaction of the Restoration Obligations. Section 6.7 Taxes. Tenant shall pay prior to delinquency any property taxes levied and assessed by any governmental authority upon any part of the Project placed on the Property by Tenant. Owner shall pay when due any taxes attributable to(a) improvements or facilities installed by Owner or others (excluding Tenant) on the Property and (b)the underlying value of the 16 Property; provided, however, that if, following the Construction Commencement Date, the taxes against the underlying value of the Property are increased by reason of a change of use determination by a taxing entity (including roll-back taxes assessed up to five (5)years after termination or expiration of this Agreement, provided Owner uses good faith efforts to obtain agricultural exemptions, if applicable, during such time) or increased assessment of the Property resulting from Tenant's Operations or any part of the Project thereon, then Tenant shall pay the entire amount of such increase so attributable. Owner and Tenant agree that during the Development Term hereof,no change in Owner's agricultural activities on the Property is required by this Agreement. Owner shall submit any real property tax bill regarding the Property and/or the Project (and any other communication from any government authority regarding the same) to Tenant within thirty(30) days after Owner's receipt thereof from the taxing authority. If any taxes payable by Tenant hereunder are levied or assessed in the name of Owner as part of the real property taxes payable by Owner, then, within thirty (30) days after Owner submits the real property tax bill to Tenant, Tenant shall reimburse Owner for all such taxes payable by Tenant hereunder. Tenant's obligations hereunder are subject to Tenant's right to contest pursuant to Section 6.1 and hereunder. Tenant shall have the right, in its sole discretion, to contest by legal proceedings (which may be brought in the name(s) of Owner and/or Tenant where appropriate or required), the validity or amount of any assessments or taxes for which Tenant is responsible hereunder. Owner shall in all respects cooperate with Tenant in any such contest. ARTICLE 7 OWNER'S OBLIGATIONS Section 7.1 No Interference. (a) Among the Lease Rights granted and conveyed by Owner to Tenant is the exclusive right to the flow of sunshine and solar irradiation to and across the Property. Owner covenants that neither Owner nor any other Person (other than Tenant and Persons claiming through or under Tenant) shall obstruct or interfere with such Lease Right for the free flow of sunshine and solar irradiation throughout the entire area of the Property ("Irradiation Lease Right"),which shall consist of horizontally three hundred and sixty degrees(360°)from each point within the Property where the Project is or may be located at any time or from time to time to the boundaries of the Property, and vertically through all space above the surface of the Property. (b) Accordingly, neither Owner's activities nor the exercise of any rights hereafter given or granted by Owner to any other Person (whether exercised on the Property or elsewhere), shall materially interfere with Tenant's then-existing lease or other rights relating to (i) access by Tenant or its Affiliates or contractors to the Property or any lands in the vicinity of the Property used by Tenant in the Operations associated with the Project,(ii) Operations of Tenant or its Affiliates or contractors on the Property or on any lands owned by Owner in the vicinity of the Property, (iii)the exercise of Tenant's rights under this Agreement, or(iv)the undertaking of any other activities permitted by Tenant hereunder. (c) Without limiting the generality of the foregoing, for so long as this Agreement is in effect, Owner covenants that, to ensure the Irradiation Lease Right referenced in Section 7.1(a), neither Owner nor any other Person that has obtained rights either from Owner or any party claiming, directly or indirectly, under Owner, shall interfere with solar irradiation or 17 light direction over the entire Property or any lands owned or controlled by Owner in the vicinity of the Property on which Tenant or any Affiliate thereof owns, leases, operates or maintains Solarpower Facilities, and Owner shall not plant trees or construct buildings or other improvements that will adversely affect the full Irradiation Lease Right, or engage in any other activity on the Property or elsewhere, that might cause a decrease in the output or efficiency of any of the Solarpower Facilities. The parties acknowledge and agree that the grant of the Irradiation Lease Right and the covenants by Owner contained in this Agreement are a material inducement for Tenant to enter into this Agreement, and each of the parties acknowledge and recognize that a violation of the terms hereof will cause irreparable damage to Tenant and Tenant may have no adequate remedy at law for such violation. Accordingly, each of the parties agrees that Tenant shall be entitled, as a matter of right, to an injunction from any court of competent jurisdiction restraining any violation of such covenants and to specifically enforce Tenant's exclusive right to the Irradiation Lease Right. This right to injunctive relief will be cumulative and in addition to whatever remedies Tenant may otherwise have at law. (d) In the event that Owner becomes a party to an oil and gas lease or sub- surface agreement or mineral interest lease or sub-surface agreement affecting the Property that is executed after the date hereof, Owner agrees to include surface use provisions in such oil and gas or mineral interest lease or surface agreement substantially as follows: Lessee agrees that its lease is subordinate and subject to all leases, lease rights and easements that are of record as of the date of this Lease. Further, lessee covenants and agrees that lessee shall take all reasonable actions to accommodate the use of the surface of the leased property by the surface owner or other persons or entities having rights of use of the surface of the leased property, regardless of whether such uses or rights of use arise before or after the date of this lease. Lessee shall not have the right to damage, relocate, or remove any surface structure or improvement, without the express written consent of the owner of such structure or improvement, regardless of when such surface structure or improvement was constructed or installed. Lessee acknowledges that lessor and third parties("Energy Tenant, "whether one or more) may execute one or more agreements, contracts, leases, or easements affecting the leased property authorizing the operation of solar power projects for generating electricity and related facilities on the leased property. Lessee agrees to fully cooperate with any Energy Tenant with regard to the use of the leased property. Lessee agrees to fully compensate any Energy Tenant for any damage caused by lessee to the facilities or property of such Energy Tenant. Lessee shall not drill any well or perform any subsurface activity within 300 feet of any solar power generating unit located on the leased property. Section 7.2 Compliance with Obligations. Owner shall comply on a timely basis with all of its legal and contractual obligations with respect to the Property, including the payment before delinquency of property taxes that are attributable to the underlying value of the Property or improvements thereon not owned by Tenant. If Owner fails to do so, then, without limitation upon any other rights or remedies that Tenant may have at law or in equity, Tenant may (but shall 18 not be obligated to) pay or otherwise satisfy any unpaid property taxes or other obligations of Owner which, if left unsatisfied, could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, or the financing of the Project; and Tenant shall thereupon be subrogated to the rights of the obligee of such obligations. Without limitation on any other rights or remedies available to Tenant, any sums so expended by Tenant shall, at Tenant's election, either be (i) immediately reimbursed to Tenant by Owner or (ii)offset against any Rent or other amounts then or thereafter due and payable to Owner under this Agreement. Section 7.3 Rights of Third Parties. (a) From and after the Effective Date, any right, title or interest created by Owner in favor of or granted to any third party shall be subject to (i)this Agreement and all of Tenant's rights, title and interests created hereby, (ii) any Lender's Lien then in existence on the leasehold estate created by this Agreement, (iii) Tenant's right to create a Lender's Lien and (iv)any and all documents executed or to be executed by Tenant in connection with this Agreement. (b) If at any time during the Term any Encumbrance to Owner's title to the Property which was created prior to the Effective Date is found,exists or is claimed to exist against the Property or any portion thereof, creates rights superior to those of Tenant, and Tenant in its sole discretion determines that the existence, use, operation, implementation or exercise of such Encumbrance could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement or the financing of the Project, Tenant shall be entitled to seek to obtain a subordination, non-disturbance agreement, consent or other agreement, including a recognition agreement in favor of any Lender (in a form and containing provisions reasonably acceptable to Tenant or its Lenders) from the holder of such Encumbrance that will eliminate such risks for the benefit of Tenant, and Owner shall use its best efforts to assist Tenant in connection therewith. Section 7.4 No Ownership Rights. Owner acknowledges and agrees that (i) Tenant is and shall remain the exclusive owner and operator of the Project, which is Tenant's personal property and which shall not be deemed a fixture, (ii) Owner has no right or interest in or to the Project, (iii)Owner may not sell, lease, assign,mortgage,pledge or otherwise transfer, alienate or encumber the Project with the fee interest or leasehold or other rights in or to the Property or otherwise;and(iv)notwithstanding anything to the contrary herein,Tenant has the right to remove the Project and its other personal property from the Property at any time and from time to time, including upon the expiration or earlier termination of this Agreement, in accordance with Section 6.6. Without limiting the generality of the foregoing, Owner hereby waives any statutory or common law lien that it might otherwise have in or to the Project or any part thereof. Any and all solar resource data collected by or on behalf of Tenant after the Effective Date is the sole property of Tenant. The solar resource data shall be Confidential Information. Section 7.5 Cooperation. 19 (a) Owner shall fully support and cooperate(and shall use reasonable efforts to cause any other Person with any other right, title or interest in the Property to cooperate) with Tenant in the conduct of its construction and Operations and in otherwise giving effect to the purpose and intent of this Agreement, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review,permit,entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations; and Owner shall (and shall use reasonable efforts to cause any such other Person to) promptly upon request, without demanding additional consideration therefor, execute, and, if appropriate, cause to be acknowledged and recorded, any map, application, permit or document that is reasonably requested by Tenant in connection therewith(as well as any amendment to this Agreement or any recordable memorandum executed in connection herewith for purposes of correcting or replacing property descriptions based on surveys or other relevant information obtained after the Effective Date, or making other non-substantive corrections, additions or substitutions). Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit,approval, authorization,entitlement or other consent,Owner agrees (and shall use reasonable efforts to cause any such other Person to agree)not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level.Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement,Owner shall,in all respects,fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide the Memorandum of Lease Agreement in lieu of any affidavit by Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. (b) Owner shall, promptly after the Effective Date, make available to Tenant copies of any and all surveys that relate to the Property (to the extent such information relates directly to the proposed Project)to the extent that the same are in Owner's possession or under its control. Upon request from Tenant, Owner shall cooperate with Tenant's efforts to obtain subordination and/or non-interference agreements with the holders of any mineral interests or other parties having any surface rights to the Property. Owner shall provide Tenant with all information in Owner's possession reasonably required by Tenant to make contacts with such holders and to negotiate such agreements, including the names,addresses and phone numbers of contact persons and the locations of any other holder's or party's equipment, improvements, or facilities located or proposed to be located on the Property. (c) Owner shall cooperate with Tenant in its development of the Project by avoiding the pasturing of animals on or near portions of the Property at which Tenant's construction, removal, maintenance or other similar activities are occurring. (d) Owner shall not obstruct passage along, into or from any road or area within the Property that is accessed in connection with the Operations, except that Owner may fence and gate such areas and gate roads if it provides the keys or combinations to Tenant for any gate locks. 20 (e) Prior to the Construction Commencement Date, Owner shall remove any tangible personal property (e.g. goods, equipment, inventory, vehicles, trailers, farm implements, farm animals, parts/accessories, barrels/containers, discard/rubbish materials, etc.) from the Property. Section 7.6 Setback Waiver. To the extent that(i) Owner now or in the future owns or leases any land adjacent to the Property, or (ii) Tenant or any Affiliate thereof owns, leases or holds an easement over land adjacent to the Property and has installed or constructed or desires to install or construct any part of the Project on said land at and/or near the common boundary between the Property and said land, Owner hereby waives any and all setbacks and setback requirements, whether imposed by law or by any Person, including any setback requirements described in any applicable zoning ordinance or in any governmental entitlement or permit heretofore or hereafter issued to Tenant or such Affiliate. Further, if so requested by Tenant or any such Affiliate, Owner shall promptly, without demanding additional consideration thereof, execute, and if appropriate cause to be acknowledged and recorded, any setback waiver, setback elimination or other document or instrument required by any governmental authority or that Tenant or such Affiliate deems necessary or convenient to the obtaining of any entitlement or permit. Section 7.7 Confidentiality. Subject to any duties imposed by law by reason of recordation of the Memorandum of Lease Agreement, Owner shall hold in confidence, and shall require its principals,officers,employees,representatives and agents to hold in confidence,for the sole benefit of Tenant, (i)any accountings, (ii) all information pertaining to the Rent and to calculation of Rent payments (including the sale price of power), (iii) any other financial information provided by or on behalf of Tenant, (iv) any books, records, computer printouts, product designs or information regarding Tenant or an Affiliate thereof and (v) any information regarding resource assessment, energy output or availability from Operations on the Property (collectively, "Confidential Information"), whether disclosed by Tenant or an Affiliate thereof or discovered by Owner,unless such Confidential Information either(i) is in the public domain by reason of prior publication through no act or omission of Owner or its principals, officers, employees, representatives or agents,or(ii)was already known to Owner at the time of disclosure and which Owner is free to use or disclose without breach of any obligation to any Person. Owner shall not use any such Confidential Information for its own benefit, publish or otherwise disclose such Confidential Information to others, or permit the use of such Confidential Information by others for their benefit or to the detriment of Tenant. Notwithstanding the foregoing, Owner may disclose such information to (1) Owner's lenders, attorneys, accountants and other personal financial advisors, or(2) any prospective purchaser of the Property;provided that in making such disclosure Owner advises the party receiving the information of the confidentiality thereof and obtains the agreement of said party to abide by the confidentiality provisions above, and Owner shall be responsible to Tenant for any failure of any such third party to do so. Owner may also disclose such information pursuant to any lawful subpoena or court order, in which case Owner shall give Tenant sufficient advance notice of such proceedings to allow Tenant to oppose the issuance of the same (or, if this is not possible, as much notice as is practicable). Notwithstanding the foregoing, certain Laws, such as Iowa Code Chapter 22,may require the disclosure of certain information or materials otherwise classified as Confidential Information, and no provision of this Agreement shall be construed to preclude Owner from disclosing information or materials that is required to be disclosed pursuant to any Laws, including but not necessarily limited to Iowa Code 21 Chapter 22;provided,however,that prior to such disclosure required pursuant to any Laws,Owner shall promptly notify Tenant in writing of the request for disclosure and provide Tenant with copies of all relevant documents related to the request for disclosure and allow Tenant to take any and all actions Tenant deems necessary and appropriate to protect its Confidential Information, including, but not limited to,intervening in any legal proceedings related to the disclosure of the Confidential Information. Section 7.8 Division of Lease. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly divide the Agreement into two (2)or more separate, independent agreements for separate and distinct solar power projects by entering into two or more new agreements that provide Tenant with separate leasehold rights to different portions of the Property, as designated by Tenant. Each of such new agreements shall (i)contain the same terms and conditions as this Agreement (except for any requirements that have been fulfilled by Tenant prior to the execution of such new agreements),(ii) be for a term equal to the remaining Term,(iii)contain a grant to Tenant of rights similar to the Lease Rights, covering such portion or portions of the overall Property as Tenant may designate, (iv) require payment to Owner of only a proportionate amount of Rent, and (v) enjoy the same priority as this Agreement over any Encumbrance created by Owner. Further, in the event of an uncured Event of Default(as defined below)by the Tenant under any such new agreement, such default shall not affect, or cause a termination of, this Agreement or any other separate new agreement. Section 7.9 Estoppel Certificates. Owner shall, within twenty (20)days after request by Tenant or any Lender, execute and deliver an estoppel certificate substantially in the form of Exhibit D,attached hereto, (i) certifying(if true)that this Agreement is in full force and effect and has not been modified, (ii) certifying (if true) that to the best of Owner's knowledge there are no uncured Events of Default hereunder, and no condition or event exists which, with the passage of time, would become an Event of Default (or, if any uncured Events of Default or any such conditions or events exist,stating with particularity the nature thereof),(iii) certifying the status of any conditions subsequent provided in this Agreement and(iv) containing any other certifications as may reasonably be requested. Any such statements may be conclusively relied upon by Tenant and any existing or proposed Lender. The failure of Owner to deliver any estoppel certificate within such time shall be conclusive upon Owner that(i)this Agreement is in full force and effect and has not been modified, (ii)there are no uncured Events of Default by Tenant hereunder, and no conditions or events exist which, with the passage of time,would become an Event of Default, (iii) any conditions subsequent set forth in this Agreement have been satisfied(except to the extent that such satisfaction, by the terms of this Agreement, is not due to occur until a future date) and (iv)the other certifications so requested are in fact true and correct. Section 7.10 Representations and Warranties of Owner. Owner hereby represents and warrants to Tenant that, as of the Effective Date: (a) (i) Owner is the sole fee owner of the Property (or the lesser interest designated in the Basic Terms and Conditions,as the case may be),and Owner's ownership interest is subject to no Encumbrances or any agreements that could affect Tenant's use, possession or occupancy of the Property except those filed in the Real Property Records and those unrecorded 22 tenancies, lease agreements, claims of lease, or other occupancies or rights of Possession as enumerated in Exhibit B hereto, true and correct copies of which have been provided to Tenant, (ii)each Person signing this Agreement on behalf of Owner is authorized to do so,(iii)Owner has the full and unrestricted legal power, right and authority to enter into this Agreement,to grant the Lease and the Lease Rights to Tenant and to perform its obligations hereunder,(iv)no other Person (including any spouse) is required to join in this Agreement in order for the same to be fully enforceable by Tenant and for Tenant to enjoy all the rights and benefits accorded to it hereunder, (v)this Agreement,the Lease and the Lease Rights are and will be in full force and effect,without the necessity of any consent of or joinder herein by any other Person, (vi)this Agreement constitutes the valid and binding obligation of Owner, and is enforceable in accordance with its terms and (vii) Owner is not the subject of any bankruptcy, insolvency or probate proceeding. (b) To the best of Owner's knowledge,neither this Agreement nor the Property or any portion thereof is in violation of any Law. Each parcel of the Property is a separate legal parcel which may be developed, leased and financed in compliance with applicable subdivision laws and all local ordinances adopted pursuant thereto. (c) To the best of Owner's knowledge, there are no pending or threatened actions, suits, claims, legal proceedings or any other proceedings affecting or that could affect the Property or any portion thereof, at law or in equity,before any court or governmental agency. (d) To the best of Owner's knowledge,there are no commitments or agreements with any governmental agency or public or private utility affecting the Property or any portion thereof that have not been disclosed by Owner to Tenant and listed on Exhibit B hereto. (e) To the best of Owner's knowledge,there are no other material adverse facts or conditions relating to the Property or any portion thereof that could delay,interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, the Lease or the Lease Rights, or the financing of the Project. (f) To the best of Owner's knowledge, the Property is not enrolled in any and does not benefit from any tax abatements,reduced tax assessments, or other tax programs that are reasonably expected to be lost as a result of the construction and operation of the Project on the Property, resulting in an increase in taxes assessed against the Property. (g) Notwithstanding any other term or provision of this Agreement, except as expressly set forth in this Agreement,Owner does not provide any warranty or representation with respect to the condition of the Property or its suitability for Tenant's desired uses,and Owner does not, and cannot, provide any warranty or representation that Tenant will be issued or obtain all required or necessary permits, licenses, or approvals as required under any Laws. Owner shall reasonably support and cooperate with efforts undertaken by Tenant to secure any such required or necessary permits, licenses, or approvals (see Section 7.5). ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS Section 8.1 Default. 23 (a) Except as qualified by Section 8.2 and 8_4, if Tenant fails to perform its obligations under this Agreement(an"Event of Default"),then Owner shall have the right to seek actual monetary damages,specific performance,and/or injunctive relief if Tenant shall have failed to cure such Event of Default, within thirty (30) days in the case of a Monetary Default or within one hundred twenty (120)days in the case of a Non-Monetary Default, after Tenant has received written notice from Owner stating with particularity the nature and extent of such Event of Default and each Lender has received a duplicate copy of such notice as required by Section 8.4(a"Notice of Default"); provided, however, that, in the case of a Non-Monetary Default, if the nature or extent of the obligation or obligations is such that more than one hundred twenty (120) days are required in the exercise of commercially reasonable diligence for performance of such obligation(s), then Tenant shall not be in default if Tenant commences such performance within such one hundred twenty (120) day period and thereafter pursues the same to completion with commercially reasonable diligence. For purposes hereof, a"Monetary Default"means an Event of Default consisting of the failure to pay when due any Rent or other monetary obligation of Tenant to Owner under this Agreement and any other Event of Default is sometimes referred to herein as a"Non-Monetary Default." (b) Owner's failure to perform any one of the following shall constitute an event of default of Owner ("Owner Event of Default"): (i) failure of any representation or warranty made by Owner in this Agreement to be true and correct in all material respects at any time during the Term,or(ii)the failure to comply with any provision of this Agreement,and such failure shall continue uncured for thirty (30) days after notice thereof by Tenant, provided that Owner is using commercially reasonable efforts to pursue such cure and provided,further, if such failure is not capable of being cured within such period of thirty (30) days with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time so long as Owner is exercising commercially reasonable efforts to cure such failure. Upon the occurrence and during the continuation of an Owner Event of Default, Tenant: (i) shall have the right to pursue any and all remedies under this Agreement, at law or in equity and (ii)may terminate this Agreement. The failure to obtain any permit, license, or approval, as required by any Laws by Tenant, shall not be a default of Owner. Section 8.2 Owner's Right to Terminate for Monetary Default. (a) If and only if a Monetary Default shall occur, and such Monetary Default is not disputed in good faith by Tenant or a Lender through implementation of the escrow described in (b)below, then notwithstanding anything to the contrary contained in this Agreement, Owner may terminate this Agreement while such Monetary Default is still continuing if both of the following occur: (i) Tenant fails to cure the Monetary Default within thirty (30)days after receipt of the written Notice of Default from Owner (with a simultaneous duplicate copy to each Lender as set forth in Section 8.1(a) and Section 8.4), and then Tenant fails to cure the Monetary Default within thirty (30) days after receipt of a second Notice of Default from Owner(with a simultaneous duplicate copy to each Lender), which states in 14 point bold and all capitalized print at the top of the first page of the Notice of Default: 24 NOTICE OF DEFAULT: FAILURE TO RESPOND COULD RESULT IN TERMINATION OF LEASE,and (ii) all Lenders fail to cure the Monetary Default within the forty five (45)day period permitted to them after receipt of their duplicate Notice of Default, all pursuant to Section 8.4. (b) If Owner alleges that a Monetary Default has occurred but Tenant or any Lender,in good faith,disputes Owner's contention,Tenant or such Lender may deposit the amount in controversy in escrow with any reputable third party escrow agent, or may interplead the same, which amount shall remain undistributed until final, non-appealable decision by a court of competent jurisdiction or agreement of the parties. (c) Upon termination or expiration of this Agreement, and in connection with any Event of Default for which Owner has terminated this Agreement, Owner shall be entitled to pursue any and all remedies or relief provided under this Agreement or otherwise available to Owner under Iowa law, including but not limited to, any action of any kind to evict, eject, or remove the Tenant or any of its property or assets from the Property, including but not limited to specific performance, or for damages. The Restoration Obligations of Tenant shall survive termination or expiration of this Agreement and,without limiting this subsection(d), Owner shall be entitled to commence an action of any kind to seek recovery of damages or other relief in connection with Tenant's failure to perform its Restoration Obligations as required under this Agreement. Any remedies or relief available to Owner shall survive any termination of this Agreement. Section 8.3 Limitation on Remedies. Except as otherwise expressly set forth in this Section 8, at all times after the Construction Commencement Date, Owner shall not (and hereby waives the right to) seek or commence any action or proceeding involving ejectment, eviction, removal of the Project from the Property, or any other similar remedy or rescission or reformation of this Agreement, and Owner shall be limited to the remedies authorized in Section 8.1 and 8.2 based on the type of Event of Default(Monetary or Non-Monetary);to be clear, Owner may only terminate this Agreement for uncured Monetary Default in accordance with Section 8.2. Each of the parties hereby waives any right to recover consequential damages, indirect or special damages or lost profits. except as otherwise permitted by this Agreement, and further subject to the qualification that any damages that arise directly from a default with respect to an obligation of Tenant or Owner shall not be construed as being an item of consequential damages or an indirect or special item of damages. In any event, however, lost revenue or loss profits shall not be recoverable. Section 8.4 Protection of Lenders. (a) If Tenant has assigned, hypothecated, mortgaged or pledged all or any portion of its right,title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project, it shall promptly give notice of the same (including the address of the Lender) to Owner, together with a general description of the interest transferred; provided, however that the failure to give such notice shall not constitute a default or Event of Default under 25 this Agreement but rather shall only have the effect that Owner shall not be required to recognize or be bound by such assignment, hypothecation, mortgage or pledge (and all notice and other requirements in this Article 8 benefiting such Lender shall accordingly be inapplicable to Owner) until such notice shall have been given. (b) Every Lender shall have the right, but not the obligation, (i)to make any payments due under this Agreement, and(ii)to do any other act or thing that may be necessary or appropriate to be done in the performance and observance of the terms hereof. All payments so made and all things so done and performed by any Lender shall be as effective to prevent or cure any Event of Default under this Agreement as they would have been if made,done and performed by Tenant, and Owner agrees to accept such performance, payment and cure. Owner agrees to accept such payment and performance, and authorizes the performing Lender (or its employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all the rights,privileges and obligations of Tenant hereunder. (c) Owner agrees for the benefit of each Lender that it will not, without the prior consent of such Lender (which consent shall be given or withheld on the basis of the documents governing the relationship between such Lender and Tenant): (i) amend or modify, or take any action causing, consenting to or accepting the amendment or modification of this Agreement,if such amendment or modification would reduce the rights or remedies of such Lender hereunder or impair or reduce the security for any Lender's Lien, (ii)by agreement with Tenant, cancel,terminate or suspend this Agreement,the Lease or the Lease Rights or(iii)take any action dausing,consenting to or accepting the cancellation,termination or suspension of this Agreement, the Lease or the Lease Rights. (d) Owner shall deliver to each Lender a duplicate copy of any and all Notices of Default that Owner may from time to time deliver to Tenant,and such copies shall be delivered to each such Lender at the same time such Notices of Default are delivered to Tenant. Failure to serve a copy of any such Notice of Default to any Lender shall render the Notice of Default to Tenant ineffective. (e) Upon Tenant's failure to cure any Event of Default within the time provided in Section 8.1,the Lenders shall have an additional forty five (45)days (running concurrently for each Lender) after the expiration of the time provided in Section 8.1 and Section 8.2 to cure such Event of Default. However, if such Event of Default is a Non-Monetary Default and cannot, in the exercise of commercially reasonable diligence, be cured within such additional forty-five (45)day period,then such Lenders shall have such additional time(running concurrently for each Lender) to cure such Event of Default as may be reasonably necessary using commercially reasonable diligence. Any Non-Monetary Default that cannot be cured by such Lenders shall nevertheless be deemed to have been cured and remedied if(i)on or before forty five (45) days after receiving the Notice of Default from Owner, any such Lender shall have acquired Tenant's then-remaining right, title and interest in the Property, or shall have commenced foreclosure or other appropriate proceedings for such purposes and shall be prosecuting such proceedings to completion with commercially reasonable diligence, (ii)any such Lender shall have fully cured within such forty five (45) day period any failure to perform any monetary obligations of Tenant hereunder and shall thereafter continue to perform such monetary obligations, and (iii) after 26 obtaining Tenant's then-remaining right, title and interest in the Property, any such Lender commences performance of the non-monetary obligations of Tenant hereunder and thereafter pursues the same to completion with commercially reasonable diligence. All rights of Owner to terminate this Agreement as a result of the occurrence of a Monetary Default hereunder shall be expressly conditioned upon (i) each such Lender having first received a copy of the Notice of Default as and when provided in Section 8.4(d)and(ii) such Lenders having together failed to cure the Event of Default(or,in the case of a Non-Monetary Default,acquire possession of the Property or commence foreclosure or other appropriate proceedings) as set forth, and within the time specified, in this Section 8.4(e). (f) If any such Lender is prohibited by any process or injunction issued by, or by reason of any action of, any court having jurisdiction over any bankruptcy, reorganization, insolvency or other debtor-relief proceeding from commencing or prosecuting foreclosure or other appropriate proceedings,then the times specified in Section 8.4(e)for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided, however, that such Lender (or another Lender) shall have fully cured, within the time specified in Section 8.4(e), any failure to perform any monetary obligations of Tenant hereunder, and shall thereafter continue to perform such monetary obligations when and as due hereunder. (g) The transfer of Tenant's interest under this Agreement to any Lender and/or to one or more purchasers or tenants (i) at a foreclosure sale by judicial or nonjudicial foreclosure and sale, (ii)by a conveyance by Tenant in lieu of foreclosure or(iii)by any other assignment or conveyance, including by a Lender following foreclosure and sale,or as a result of any other legal proceeding, shall not require the consent of Owner, provided that such Lender and/or purchaser shall provide written notice to Owner of the transfer of Tenant's interest under this Agreement not later than thirty (30) days thereafter, and Owner agrees that upon such foreclosure, sale, conveyance, assignment or other proceeding, Owner shall recognize such Lender or such other purchaser(s) or Tenant(s) as the successor to Tenant under this Agreement; provided, however, that, subject to Section 8.4(i), such Lender or such purchaser or Tenant assumes the obligations of Tenant under this Agreement and pays all amounts in arrears due from Tenant to Owner hereunder. (h) Neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Agreement. If this Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if this Agreement is terminated for any reason in connection therewith, and if, within sixty (60)days after receiving notice of such rejection or termination, any Lender shall so request, then, so long as such Lender has cured any Monetary Default and is making commercially reasonable efforts to cure any Non-Monetary Default as provided herein, Owner shall execute and deliver to such Lender or its designee a new agreement, which new agreement shall (i)be on the same terms and conditions as this Agreement(except for any requirements that have been fulfilled by Tenant prior to rejection or termination of this Agreement), (ii)be for a term equal to the remaining Term before giving effect to such rejection or termination, (iii) contain a lease of the portion of the Property in which such Lender had an interest on the date of such rejection or termination, (iv) contain a grant to the Lender of lease rights similar to the Lease Rights,covering such portion or portions of the overall Property as such Lender may designate, (v)require payment to Owner of only a proportionate amount of Rent, (vi)enjoy the same priority as this Agreement over any lien,Encumbrance or other interest created 27 by Owner, and (vii)be executed within thirty (30)days after receipt by Owner of notice of the Lender's election to enter into a new agreement. (i) No Lender shall have any duty, obligation or liability under this Agreement prior to the time of its entry into physical possession of the Property or its commencement of performance of Tenant's obligations under this Agreement or under a new agreement entered into as provided in Section 8.4(h). If a Lender elects to perform Tenant's obligations under this Agreement or to enter into a new agreement as provided in Section 8.4(h),then such Lender shall not have any personal liability to Owner for the performance of such obligations, and the sole recourse of Owner in seeking the enforcement of such obligations shall be to such Lender's interest in the Project and under this Agreement. If a Lender assigns its interest in this Agreement or in a new agreement entered into pursuant to Section 8.4(h) to any Person, then, provided that such assignee assumes the obligations of Tenant (or such Lender, as the case may be) under this Agreement, such Lender shall be released from any further liability hereunder. (j) There shall be no merger of the Lease or the Lease Rights, or of the leasehold estate or interest created thereby,with the fee estate in the Property by reason of the fact that the Lease, the Lease Rights or said leasehold estate may be held, directly or indirectly, by or for the account of any Person who owns such fee estate or any interest therein, and no such merger shall occur unless and until all persons then having an interest in such fee estate and all persons (including any Lender)then having an interest in or under the Lease or the Lease Rights,shall join in a written instrument effecting such merger and duly record the same. (k) Without limitation as to Tenant's rights under Section 7.3(b), if there is an existing deed of trust, mortgage or similar security instrument or Encumbrance creating a lien against the Property (each a "Mortgage"), Owner agrees to promptly obtain from the holder of each such Mortgage (each, a "Mortgagee"), an executed subordination and non-disturbance agreement (an "SNDA") assuring Tenant, any holder of a sub-easement and/or a sublease, and their respective Lenders that notwithstanding any default by Owner, or any foreclosure or deed in lieu thereof, Tenant's (and its successors', assigns', sublessees', and subeasement holders')rights under this Agreement shall continue in full force and effect and their use and possession of the Property shall remain undisturbed in accordance with the provisions of this Agreement. Such SNDA will be in a form reasonably acceptable to Tenant, any holder of a subeasement and/or a sublease,and their respective Lenders,and, at Tenant's sole option, shall be in the form of a direct SNDA with a holder of a subeasement and/or sublease. ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Right to Assign or Sublet. Tenant may assign or sublet or apportion or grant subeasements in or to all or any of Tenant's right, title and interest under this Agreement, in the Lease and/or in the Lease Rights so long as written notice of such assignment is provided to Owner after such assignment is effective. Upon any assignment of all of Tenant's right,title and interest under this Agreement, in the Lease and in the Lease Rights, the assigning Tenant shall automatically(without the need for any writing)be released from all of its obligations and liability under this Agreement, except for liabilities that accrued prior to the date of such transfer. 28 Section 9.2 Right To Encumber. Tenant may, at any time and from time to time, conditionally or unconditionally,without obtaining the consent of Owner,hypothecate,mortgage, grant or pledge all or any portion of Tenant's right, title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project to any Lender as security for the repayment of any indebtedness and/or the performance of any obligation relating in whole or in part to the Project or Operations (a"Lender's Lien"). ARTICLE 10 GENERAL PROVISIONS Section 10.1 Insurance. Tenant shall obtain and keep in effect a broad form commercial general liability insurance policy (or its contemporary equivalent), including bodily injury and property damage coverage, with a limit of no less than Five Million Dollars ($5,000,000), during the Production Term,and no less than Two Million Dollars ($2,000,000),during the Development Term and the Construction Term, of combined single limit liability coverage per occurrence, accident or incident, with a commercially reasonable deductible. The Tenant shall cause the Owner to be named as an additional insured in such policy, and such policy shall be issued on a primary and non-contributory basis and Tenant shall deliver to the Owner a certificate of insurance evidencing said policy, which certificate shall provide that (i)the Owner shall be given notice of any cancellation or termination of such insurance in accordance with policy terms but not less than thirty (30) days and (ii)the insurer waives all rights of subrogation against Owner in connection with any loss or damage covered by such policy. Tenant may satisfy its insurance obligations under this Section 10.1 through individual insurance policy or policies, blanket insurance policies or through a program of self-insurance. Owner will carry commercial general liability insurance coverage covering Owner's indemnity obligations hereunder as well as occurrences, accidents and incidents resulting from Owner's actions on the Property that(1)occur from and after the Effective Date(regardless of when the claim is filed)and(2)result of bodily injury,personal injury or death to any Person and/or damage or destruction of property. Said insurance shall have a combined single limit of liability per occurrence of not less than one million dollars($1,000,000)on a single limit/primary basis and not less than two million dollars ($2,000,000) on an aggregate basis, or such greater amounts as are typical for comparable projects. Tenant and Lender(if any) shall be named as additional insureds under Owner's Commercial General Liability policy. Upon written request by Tenant, Owner shall deliver to Tenant a certificate of insurance evidencing said policy, which certificate shall provide that(i)the Tenant and Lender(if any) shall be given notice of any modification, cancellation or termination of such insurance in accordance with policy terms, and (ii) the insurer waives all rights of subrogation against Tenant in connection with any loss or damage covered by such policy. Section 10.2 Environmental Matters. (a) Owner represents and warrants that, to the best of Owner's knowledge: (i)the Property is in compliance with Environmental Laws (defined below); and (ii)there are no Hazardous Materials(defined below)in,on,or under the Property,other than herbicides,pesticides and fertilizers that have been stored,mixed and applied on the Property in compliance with normal agricultural practices and in compliance with Environmental Laws. The Tenant acknowledges that Owner has not performed due diligence, testing, examinations, studies, or related activities with respect to the Property subject to this Agreement. 29 (b) Tenant assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to Tenant's use of the Property and (ii)all remediation and other requirements of Environmental Laws related to Hazardous Materials, to the extent located on or released on, from or onto,the Property by Tenant or its contractors. Owner assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to (A) Owner's use of the Property, or(B) any conditions existing prior to Tenant's first use of the Property pursuant to this Agreement, and (ii) all remediation and other requirements of Environmental Laws related to (as well as all consequences of the existence of) Hazardous Materials located on or released on, from or onto,the Property prior to Tenant's first use of the Property or as a result of the acts or omissions of Owner or its employees, agents, invitees, contractors or tenants (other than Tenant). (c) "Environmental Laws"means any and all federal, state, local, and foreign environmental, health and/or safety-related laws, ordinances, codes, rules, regulations (as interpreted by judicial and administrative decisions) relating to protection of the environment, health and safety, and natural resources. Environmental Laws includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 6901 et seq., the rules and regulations of and enforced by the Iowa Department of Natural Resources ("Environmental Code"), and the common law. (d) "Hazardous Materials" means (i)any and all substances, materials, chemicals,and wastes regulated by Environmental Laws;(ii)"hazardous substance,""pollutant or contaminant," "petroleum," and "natural gas liquids" as such terms are defined or used in Section 9601 of CERCLA or by the Environmental Code; or(iii) hazardous wastes, as defined by RCRA. (e) No liability shall arise in Tenant from the mere discovery of facts or conditions existing or pertaining to the Property. Section 10.3 Use of Water. (a) Owner hereby grants to Tenant a non-exclusive right to use water from any and all existing wells on the Property (the "Wells"), together with associated rights to access the Wells, in connection with the Project. The Wells may not be used by Tenant for other purposes or the water sold to third parties. Tenant shall have no obligation to maintain, repair, or replace the Wells; provided, however, that if Tenant's, or its contractors', employees', agents, invitees', representatives', or tenants' use of the Wells directly damages or destroys a Well, Tenant shall reimburse Owner for the reasonable and actual costs for the repair of the Well. Tenant agrees that its use and enjoyment of the Wells shall be undertaken in a manner that does not materially interfere with Owner's use and enjoyment of the Wells. (b) To the extent permitted by applicable Laws, Owner grants to Tenant, at Tenant's sole cost and expense, the right to install, construct, drill, maintain, repair, replace, relocate, remove and reconstruct a water well, water line, and related facilities on the Property in connection with the Project(the"Well Facilities"). 30 (c) To the extent permitted by applicable Laws, Owner leases to Tenant the right to use the surface water pertaining or appurtenant to the Property in connection with the Project. (d) Tenant shall pay Owner, or a governmental entity as directed by applicable Laws,the fair market value per acre foot of water delivered to and used by Tenant calculated based on the location of the Property and subject to applicable Laws. Section 10.4 Indemnity. Owner and Tenant, on behalf of itself and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (the "Indemnifying Party"), shall indemnify, defend and hold harmless the other party and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (collectively,the"Indemnified Party")from and against any Expenses, including arising from(i)physical damage to property(including the personal property of the Indemnified Party)or physical injury to or death of any person, in each case to the extent caused by the negligence or misconduct of the Indemnifying Party, (ii) any violation by the Indemnifying Party of any Law, or (iii)any material default by the Indemnifying Party, or any failure to be true of any representation or warranty made by the Indemnifying Party, under this Agreement. The reference to property damage in the preceding sentence does not include losses of rent, business opportunities, profits and other consequential damages that may result from Owner's loss of use of any portion of the Property occupied by the Project pursuant to the Lease or the Lease Rights; provided, however, that an Indemnifying Party shall have no obligation to indemnify or defend any Indemnified Party with respect to any Expenses that result or arise from an Indemnified Party's acts or omissions, negligence or willful misconduct. The parties acknowledge that if Owner is a quasi-governmental entity that may have limited legal authority and financial capacity to indemnify Tenant;then in the event the Indemnifying Party under this Section is Owner, Owner shall indemnify Tenant to the extent of its legal and financial capacity. Section 10.5 Safety Measures; Waiver and Recognition. (a) Owner authorizes Tenant to take reasonable safety measures to reduce the risk of damage to the Project or the risk that the Project will cause damage, injury or death to people, livestock, other animals or property, and Tenant may construct fencing around the Project and take other security precautions if Tenant determines, in its sole discretion, that such fencing and/or security measures will reduce such risks of damage,death or injury or will protect Tenant's property. The cost of any fencing constructed by Tenant, or of any other such security measures taken by Tenant, shall be borne solely by Tenant. Owners shall comply with all safety, environmental, security, or other procedures reasonably set forth by Tenant as required for compliance with all applicable rules, regulations, laws, orders, and standards, including those set forth by the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation (including the Critical Infrastructure Protection standards), any other applicable regulatory authority, and any other applicable standard setting-entity generally recognized in the energy industry. (b) Owner is aware of the potential risks associated with electromagnetic and stray voltage resulting from the production and transmission of electricity, and knowingly waives 31 all claims resulting from these causes, and owner shall have no right to indemnity pursuant to Section 10.4 for any such claims. Owner additionally recognizes the need to exercise extreme caution when in proximity to any portion of the project and the importance of respecting gates, fences, signage, rules and other safety measures utilized by tenant, and owner agrees to exercise such caution and respect such measures at all times and to cause its principals, members, officers, employees,agents,representatives and contractors to do the same,with failure to do so constituting a material default and subjecting owner to an obligation of indemnity for the consequences thereof as set forth in Section 10.4. Section 10.6 Casualty and Condemnation. (a) If all or part of the Property is proposed to be taken as a result of any action or proceeding in eminent domain, or is proposed to be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain(collectively,a"Taking"),Owner shall provide Tenant with immediate written notice of any impending proceeding or meeting related to such Taking and shall not in the absence of Tenant settle with the Taking authority or agree on compensation for such Taking. (b) After payment of all reasonable fees and expenses incurred by Owner and/or Tenant in collecting the award, any award or other compensation ("Award") payable as a consequence of such Taking shall be paid to Owner and Tenant in accordance with their interests in the Property, as follows: (i) Tenant shall first be entitled to receive out of the Award (A)the value of the leasehold estates pursuant to the Lease and the Lease Rights in the portions of the Property subject to the Taking that would have existed but for the Taking; and(B)the value of the Project; and (C)any other compensation or benefits payable by law to Tenant as a consequence of the interruption of Tenant's business and the other costs and expenses incurred by Tenant as consequence of the Taking; and thereafter, (ii) Owner shall be entitled to receive out of the Award (A)the value of its fee interest in the Property; and(B)any remainder of the Award. (c) This Agreement shall terminate as to any portion of the Property so condemned or taken (except in the case of a temporary Taking after the duration of which Tenant desires to continue this Agreement,and the Term shall be extended, in such event,by the duration of such temporary Taking). (d) Following any casualty event affecting the Property, or any other facilities installed thereon by Tenant, including,without limitation,any earthquake or wildfire,Tenant shall have the right to terminate this Agreement in the event any of the following events occurs: (i) Net insurance proceeds(after deducting the cost of recovery of such proceeds) are not available to pay one hundred percent (100%)of the cost of such repair, excluding any deductible that Tenant may be required to pay pursuant to other provisions of this Agreement; 32 (ii) The Property or any facilities installed thereon by Tenant cannot, with reasonable diligence, be fully repaired by Tenant within one hundred twenty (120)days after the date of the damage or destruction; or (iii) The Property or any facilities installed thereon by Tenant cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. (e) If Tenant elects to terminate this Agreement, pursuant to Section 10.6(d), Tenant may give Owner written notice of its election to terminate within thirty(30)days after such damage or destruction, and this Agreement shall terminate fifteen (15) days after the date Owner receives such notice. To the extend received by Tenant and applicable to such casualty event, proceeds from insurance maintained by Tenant under Section 10.1 of this Agreement shall be used by Tenant to complete the Restoration Obligations. If Tenant elects not to terminate this Agreement,Tenant shall,following the date of such damage or destruction,commence the process of obtaining necessary permits and approvals, and shall commence repair of its facilities on the Property as soon as practicable and thereafter prosecute the same diligently to completion,in which event this Agreement shall continue in full force and effect. All insurance proceeds from insurance maintained by Tenant under Section 10.1 shall be disbursed and paid to Tenant. Tenant shall not be entitled to any compensation or damages from Owner for loss of the use of the Property,damage to Tenant's facilities or personal property or any inconvenience occasioned by such damage,repair or restoration Section 10.7 Notices. Any notices, statements, requests, demands, consents, correspondence or other communications required or permitted to be given hereunder shall be in writing and shall be given personally,by certified or registered mail,postage prepaid,with delivery confirmation, return receipt requested, or by overnight or other courier or delivery service,freight prepaid,to the address of the party to be notified indicated in the Basic Terms and Conditions(and if to a Lender, the address indicated in any notice to Owner provided under Section 8.4(a)). If to Tenant, a copy shall also be sent (which shall not constitute notice) to any and all Lenders, to Tenant's counsel at the address below, and any other party designated by Tenant in writing. With a copy to: Carl H. Bivens, Esq. Troutman Pepper Locke 1001 Haxall Point Richmond,Virginia 23219 Notices delivered by hand shall be deemed delivered when actually received, and notices sent by certified or registered mail with delivery confirmation or by overnight or other courier or delivery service shall be deemed delivered upon actual receipt, and shall be deemed to have been given on the day of actual delivery to the intended recipient(as evidenced by written acceptance of delivery by the recipient)or on the day delivery is refused. Owner and Tenant and any Lender may change its address for receipt of notices by sending notice hereunder of such change to the other party(in the case of a Lender, both parties) in the manner specified in this Section. Notwithstanding the foregoing, any amounts payable to Owner under this Agreement shall be deemed tendered three (3) days after a check for the same,addressed to Owner's address above,is deposited in the United 33 States mail, first-class postage prepaid. Section 10.8 Force Majeure. Notwithstanding any other provision of this Agreement,the obligations of Owner and Tenant under this Agreement(other than monetary obligations, none of which shall be excused or delayed by reason of this Section) shall be suspended and excused, and the term, and any other time periods set forth herein shall continue and be extended for a like period of time,while such party is hindered or prevented,in whole or in part,from complying with any term, covenant, condition or provision of this Agreement,by any Event of Force Majeure. Section 10.9 Meetings with Third Persons. During the Term, Tenant and its representatives,agents and contractors shall have the right to(i)meet with governmental agencies and with any other Persons with whom Owner has contractual arrangements in connection with or relating to the Property or any portion thereof, and (ii) discuss with any such Persons the terms of this Agreement, the terms of any contractual arrangements between Owner and any such Person, and any other matters relating to the Property or Tenant's intended use of the Property. Section 10.10 Termination. (a) Tenant shall have the right to terminate this Agreement as to all or any portion of the Property at any time and without cause, and shall execute and cause to be acknowledged and recorded in the Real Property Records a release describing the portion of rights, title or interest released, which release shall be deemed delivered to and accepted by Owner upon such recordation. Tenant shall provide Owner notice of any such termination. The portion of the Property remaining after any partial termination of this Agreement shall thereafter be the "Property" for purposes of this Agreement and all payment amounts based on acreage shall be adjusted accordingly. Upon termination of the Lease in its entirety prior to the Construction Commencement Date, Tenant shall not have any obligations with respect to the Restoration Term or the Restoration Obligations. (b) No act or failure to act on the part of Tenant(including,without limitation, non-use of any portion of the Property for any particular period of time) shall be deemed to constitute an abandonment or surrender of the Lease,the Lease Rights or any portion thereof other than Tenant's releases given pursuant this Section 10.10. (c) Following the expiration or earlier termination of this Agreement and Tenant's completion of its obligations with respect to the Restoration Term, Tenant shall execute and cause to be acknowledged and recorded in the Real Property Records a release of all of Tenant's right,title and interest in the Property. (d) Notwithstanding any other Section or provision of this Agreement to the contrary, Owner shall have the right to terminate this Agreement at any time, with or without cause,during the Restoration Term.The limitation of remedies available to Owner hereunder shall otherwise apply in the event Owner terminates this Agreement during the Restoration Term.In the event Owner terminates this Agreement during the Restoration Term, then all of Tenant's obligations under the Restoration Term, including, without limitation, satisfaction of the 34 Restoration Obligations, shall become null and void and Tenant shall not have any further obligations with respect to the Restoration Term or Restoration Obligations. Section 10.11 Third Party Beneficiaries. Except with respect to the rights of Lenders (which Lenders are hereby expressly made third party beneficiaries hereof to the extent of their respective rights hereunder), the agreements and covenants contained herein are made solely for the benefit of Owner and Tenant, and shall not be construed as benefiting any Person who is not a party to this Agreement. Section 10.12 Attorneys' Fees. In the event of any litigation related to the interpretation or enforcement hereof, or which in any other manner relates to the Lease, the Lease Rights, this Agreement or the Property,the prevailing party shall be entitled to recover from the other party all of its attorneys' fees and court and other costs awarded by a court of competent jurisdiction. Section 10.13 Covenants Running With the Land. The Property shall be held, conveyed, assigned, hypothecated, encumbered, leased, used and occupied subject to the provisions of this Agreement, which provisions shall run with the Property, and shall be binding upon and inure to the benefit of the parties and each other Person having any interest therein during their ownership thereof, and their respective tenants, heirs, executors, administrators, successors and assigns. Section 10.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is situated. Section 10.15 Memorandum. Concurrently with execution hereof, the parties shall execute a Memorandum of Lease Agreement in the form attached to this Agreement as Exhibit C and cause it to be acknowledged and recorded in the Real Property Records at Tenant's cost. Section 10.16 Joint and Several Liability. If Owner consists of more than one Person, each reference herein to"Owner"shall include each Person signing this Agreement as or on behalf of Owner and the liability of each Person'signing this Agreement as Owner shall be joint and several. Section 10.17 Binding on Partial Interests. If this Agreement is not executed by one or more of the persons or entities comprising the Owner herein,or by one or more persons or entities holding an interest in the Property, then this Agreement shall nonetheless be effective, and shall bind all those persons and entities who have signed this Agreement. Section 10.18 Savings Clause. If any term or provision hereof is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, then the same shall not affect the validity or enforceability of any other term or provision hereof,the terms and provisions hereof being severable. Section 10.19 No Waiver. The waiver of any covenant,condition or agreement contained herein shall not constitute a waiver of any other covenant, condition or agreement herein or of the future performance thereof. 35 Section 10.20 Entire Agreement; Modifications; Conflicts. This Agreement, including any Exhibits attached hereto, contains the entire agreement between the parties in connection with any matter mentioned or contemplated herein, and all prior or contemporaneous proposals, agreements, understandings and representations, whether oral or written, are merged herein and superseded hereby. No modification,waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against whom the enforcement thereof is sought. The submission of this document for examination and negotiation does not constitute an offer to lease,or a reservation of,or option for,the Property,and this document shall become effective and binding only upon the execution and delivery hereof by both Owner and Tenant. In the event of a conflict between the provisions contained in the Basic Terms and Conditions and the provisions of the body of this Agreement, the provisions of the Basic Terms and Conditions shall control. Section 10.21 Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. Section 10.22 Provision of Copy of Lease. After execution by all parties to the Agreement,if Owner so requests in writing,Tenant shall provide,within thirty(30)days of receipt of such written request, Owner one (1) complete copy of this Agreement. Section 10.23 Cooperation on Owner's Interest. It is the intent of the parties hereto that all of Owner's undivided ownership interest in the Property be leased to Tenant hereunder. Owner agrees that in the event Owner's undivided ownership interest in the Property is more or less than that specified in the Basic Terms and Conditions, Owner shall, at no additional cost to Tenant, execute any and all amendments to this Agreement,the Memorandum of Lease Agreement(such amendment in recordable format) and such other documents as reasonably required to reflect Owner's proper undivided ownership interest. Owner agrees to reasonably cooperate with Tenant in completing any such amendments and in facilitating associated corrections with any title company working with Tenant. Section 10.24 Limited Accessway. Tenant shall have the right to require Owner to relocate the North Gate (as defined below) and/or the Beacon(as defined below) upon thirty (30) days prior written notice, at Tenant's sole cost and expense, to a location outside of the Property. Upon such relocation, Owner and Tenant shall enter into an amendment to this Agreement to update this Section 10.24 and Exhibit A-1 to accurately reflect Owner's access rights under this Section 10.24. Upon at least forty-eight (48) hours prior written notice to Tenant (except in the case of emergency where Owner shall use commercially reasonable efforts to provide prior written notice to Tenant), Owner shall have the right to access certain portions of the Property depicted as "Beacon" (the "Beacon") and "FAA Facility" (the "FAA Facilities") on Exhibit A-1 attached hereto and by reference made a part hereof;provided,such access to the Beacon and FAA Facilities shall be limited to entering the Property through the gates depicted as "North Gate" (the "North Gate") and "South Gate" (the "South Gate") on Exhibit A-1, and such access shall be limited to use of the area shown as "Optional Access route (Approx. 4.49 acres" on Exhibit A-1 (the "Limited Accessway"). Owner shall adhere to all security measures and protocols of Tenant, and Tenant shall have the right to have a representative present during such access over the Limited 36 Accessway to the Beacon and/or FAA Facilities. Further, Owner's indemnity obligations under Section 10.4 shall include Owner's access rights and use of the Limited Accessway under this Section 10.24. Tenant shall not construct or install Solar Panels within those portions of the Property where the Beacon, FAA Facilities, or Limited Accessway are located, but Tenant shall have all other rights granted by this Agreement with respect to such portions of the Property, including, without limitation, installation of other Solarpower Facilities (such as transmission lines)over the Limited Accessway. Section 10.25 Restricted Area. Notwithstanding any provision of this Agreement to the contrary,Tenant shall not construct or install Solar Panels on that portion of the Property identified on Exhibit A-2 attached hereto as the "Solar Panel Restricted Area (Approx. 1,121 Acres)" (the "Restricted Area"), but Tenant shall have all other rights granted by this Agreement with respect to such portion of the Property, including, without limitation, installation of other Solarpower Facilities (such as transmission lines). [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 37 Execution Version IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date. OWNER: City of Waterloo By: Printed Name: David Boesen Title: Mayor [Signature Page] TENANT: GRAND HUSK SOLAR,LLC a Delaware limited liability company By: Printed Name: Title: [Signature Page] Execution Version Attachments: Exhibit A—Description of Property Exhibit A-1 —Limited Accessway Exhibit A-2—Restricted Area Exhibit B—Permitted Encumbrances Exhibit C—Memorandum of Lease Agreement Exhibit D—Form of Estoppel Certificate Execution Version EXHIBIT A Description of Property 501.45 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: A Portion of Parcel Number: 891305101016 Acreage: 283 Legal Description: NA-11. Sec. 32-(a0-13; Biel '32-tip-13 NE-1 NE14 Sec. 32-90-13, NV-It N Et Sec . 32-.90-13. SE--- NE-4- Sec . 32-90-1'6' SW* NE; Sec . 32-90-1'6 NE SE Sec . 32-90-13 NW SE-1 Sec . Z.(2 3:1-4 Sec. 33- 0-13i sec . 33-(.20-13; Sec. 33- -1 00. 3; 3Vi-4 Ser.: . 33-90-13. SE-.1 See• 253-i)U-13 tctnt 3411.7. (F. !':•1,. .t.r4 ortLit rri....1). ;;.eAt .t 4'I, 7-;.;ir t.:17:-.GeYVA .4451_ .ilts41.41".0 t)1/4 v.f t. . liqrth .. .. .. . . fr,1. 1)...or the. lortric; t. TFr:.ctint141, Qw4rtr_r fria. )0..or . . . .. . . . . SectUn .1.;cx.:Four.(4) .411_in Tornrigp. .Eir.hty-rnine_ North, • ..Qr the 51.1, P. . . . • AND Exhibit A Parcel Number: 901330326003 Acreage: 26.74 Parcel Number: 901331201001 Acreage: 38.48 Legal Description of Parcel Numbers 901330326003 and 901331201001: The Northeast Quarter of the Southwest Quarter of Section Nc. Thirty (30): and the Northwest Quarter of the Uortheas' Quarter of Section No. Thirty-one (31), all in Township No. Ninety (90) North, Range No. Thirteen (13) west of the Fifth Principal Meridian, in Black hawk Coty, low, except legal hi' .•:a;s. AND Parcel Number: 901330476001 Acreage: 38.00 Legal Description: The Southeast Quarter of the Southeast Quarter of Section No. Thirty (30) , Township No. Ninety (90) North, Range No. Thirteen (13) nest of the Fifth Principal Meridian, Black Hawk County, Iowa. AND Parcel Number: 901331226001 Acreage: 38.00 Legal Description: The Northeast Quarter of the NorthEest of Section No. Thirty-one (31) , Township No. Ninet_ (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, Black Hawk County, Iowa. AND Parcel Number: 901331276001 Acreage: 39 Parcel Number: 901331251002 Acreage: 38.23 Legal Description of Parcel Numbers 901331276001 and 901331251002: The South One-half of the Northeast Quarter of Section '1o. Thirty-one (31 ) , Township No. 'iinety (90) North, Range No. Thirteen (13) West of the Fifth (Sth) Principal Meridian, Black Hawk County, Iowa. EXHIBIT A-1 Limited Accessway Parcel ID: 891305101016 Approx. Acreage: 1,355.76 Waterloo Reg onal Airport Stances.Es;,TornTurn.Gi'n FAO.NOAA.uSOS tc)OpenSueett1 3.200 Feet ,tntars aid OSusetCrrnrtu 7t, p,Lrpor,BO.mlary 111 North Gate Optimal Actess mute tApprex-4..a wrest South Gate 0 Bcactn *FAA Facility Execution Version EXHIBIT A-2 Restricted Area Parcel IDs: 891305101016,901330326003, 901331201001, 901330476001,901331226001, 901331276001, &901331251002 Approx. Acreage: 1,556 acres a Dunkerton Rd 218 n / 9 � .Z7 7 ,c Rd <a A eo. E Lake St Big Woods C?ampground Area 31i e ,ea North Industrial Park riot'Woods Disc Goff j Midporr@ Course �Oa US Highway 218 219_, 0 3,950 7.900 Feet I 1 I Gen'r �1 Property Boundary V A Solar Panel restricted Area(Approx. 1,188.7 acres) EXHIBIT B Permitted Encumbrances (None, unless listed below) EXHIBIT C Memorandum of Lease Agreement [full document begins on following page] Exhibit C-1 This document was prepared by and after recording return to: Attn:Lease&Title Department Grand Husk Solar,LLC 320 N.Sangamon Street,Suite 1025 Chicago,Illinois 60607 Telephone Number: Parcel Identification Numbers:891305101016,901330326003,901331201001,901330476001,901331226001, 901331276001,and 901331251002 MEMORANDUM OF LEASE AGREEMENT THE STATE OF IOWA § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF BLACK HAWK § THIS MEMORANDUM OF LEASE AGREEMENT (this "Memorandum"), is made, dated and effective as of (the "Effective Date"), by CITY OF WATERLOO of 715 Mulberry St. Waterloo, IA 50703 ("Owner"), and GRAND HUSK SOLAR, LLC, a Delaware limited liability company, with offices at 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 ("Tenant"),with regards to the following: 1. Solar Agreement. Owner and Tenant did enter into that certain Lease Agreement of even date herewith(the"Agreement"),which affects the real property located in the County of Black Hawk, State of Iowa, as more particularly described in Exhibit A attached hereto (the "Property"). Capitalized terms used and not defined herein have the meaning given the same in the Agreement. 2. Grant of Rights. The Agreement grants Tenant: (a) the exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted; (b) the exclusive right to access, relocate and maintain the "Project,"as that term is defined in the Agreement, on the Property; (c) an exclusive right to capture,use and convert the unobstructed solar resources over and across the Property; (d) a non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind attributable to the development of the Property for solar energy purposes and operation of the Project;(e)the right to subjacent and lateral support for the Project; (I)the right of ingress to and egress from the Project on,under, over and across the Property by means of(A)roads and lanes thereon if existing or(B) such routes,roads and lanes as Tenant may construct from time to time as provided in the Agreement; (g) the exclusive right to erect, construct,reconstruct,replace, relocate, remove, operate, maintain and use, on, under, over and across the Property, in connection with Project overhead and underground electric transmission and communication system lines and facilities; and (h) the right to undertake any Exhibit C-2 other activities, as permitted in the Agreement, necessary to accomplish the purposes of the Agreement. 3. Term;Extensions. The Agreement shall be for an initial Development Term of up to seven(7)years from the Effective Date. If exercised pursuant to the terms and conditions of the Agreement,the term of the Agreement may be extended for a Construction Term of up to three (3) years following the Development Term. If exercised pursuant to the terms and conditions of the Agreement,the term of the Agreement may be extended for a Production Term of twenty (20) years following the Construction Term. The Agreement also provides for a right to extend the Production Term for up to four(4)separate Extension Terms of five(5)years each,totaling twenty (20) additional years, as determined by Tenant, and if the extension terms and conditions of the Agreement are met, such renewals to be exercised by Tenant at least 180 days prior to the then- current expiration date of the Production Term or Extension Term, as the case may be. The Restoration Term shall begin on the expiration or earlier termination of(a)the Construction Term, if it occurs and if construction has commenced,or(b)the Production Term,if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall expire when Tenant completes the Restoration Obligations. All rights granted pursuant to the Agreement are for a term coterminous with the Agreement. 4. Rights of Mortgagees. Pursuant to the Agreement, any Lender of Tenant or Tenant's assignees has certain rights regarding notice and right to cure any default of Tenant under the Agreement, as well as other rights as set forth in the Agreement. 5. Assignment. Tenant's rights and obligations under the Agreement are assignable without Owner's prior written consent so long as written notice of such assignment is provided to Owner after such assignment is effective. Upon any assignment of all of Tenant's right, title and interest under the Agreement, the assigning Tenant shall automatically (without the need for any writing) be released from all of its obligations and liability under the Agreement, except for liabilities that accrued prior to the date of such transfer. 6. Non-Interference and Setbacks. To the extent permitted by law Owner has waived any and all setbacks and setback requirements, whether imposed by applicable law or by any person or entity, including any setback requirements described in the zoning ordinance of the County of Black Hawk,or in any governmental entitlement or permit heretofore or hereafter issued to Tenant, such sublessee or such Affiliate. Owner has agreed not to engage in any activity that might interfere with Tenant's efforts to develop, construct or operate the Project or cause a decrease in the output or efficiency of the Project without the prior written consent of Tenant. 7. Subordination. The Agreement provides that from and after its effective date, any right,title or interest created by Owner in favor of or granted to any third party shall be subject to (i)the Agreement and all of Tenant's rights,title and interests created thereby, (ii)any lien of any lender of Tenant's then in existence on the leasehold estate created by the Agreement, and (iii) Tenant's right to create a lien in favor of any lender of Tenant's. 8. Agreement Controls. This Memorandum does not supersede, modify, amend or otherwise change the terms, conditions or covenants of the Agreement, and Owner and Tenant Exhibit C-3 executed and are recording this Memorandum solely for the purpose of providing constructive notice of the Agreement and Tenant's rights thereunder. The terms, conditions and covenants of the Agreement are incorporated in this Memorandum by reference as though fully set forth herein. 9. No Ownership. Owner shall have no ownership, lien, security or other interest in any of the Project installed on the Property, or except for as otherwise provided in the Agreement, any profits derived therefrom, and Tenant may remove any or all Project at any time. 10. Cooperation. Owner shall fully support and cooperate with Tenant in the conduct of construction and Operations, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review, permit, entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations. Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit,approval, authorization,entitlement or other consent,Owner agrees (and shall use reasonable efforts to cause any such other Person to agree)not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level.Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement,Owner shall,in all respects,fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide this Memorandum of Lease Agreement in lieu of any affidavit of Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. 11. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. [signatures appear on following page] Exhibit C-4 IN WITNESS WHEREOF,the parties have executed this Memorandum to be effective as of the date first written above. OWNER: CITY OF WATERLOO By: IL,Z4----- Printed Name: David Boesen Title: Mayor STATE OF VJOL/ § R § COUNTY OF t 4 § This instrument was acknowledged before me by David Boesen, Mayor, and known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal thiso9V day o , 20 r '0 BRITNI C PERKINS COMMISSION NO.845529 * MY COMMISSION EXPIRESA JANUARY 27,2026 P lic in and for the State of,.cam,`' Myrnmission Expires: ,culikal c9- Ptg-ea (Notary Seal) Exhibit C—Signature Page TENANT: GRAND HUSK SOLAR,LLC, a Delaware limited liability company By: Printed Name: Title: . STATE OF ILLINOIS § COUNTY OF COOK § This instrument was acknowledged before me by of Grand Husk Solar, LLC,a Delaware limited liability company, on behalf of said company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20 . Notary Public in and for the State of Illinois My Commission Expires: (Notary Seal) Exhibit C—Signature Page Execution Version EXHIBIT "A" to MEMORANDUM OF LEASE AGREEMENT Description of Property 501.45 acres of land,more or less, in Black Hawk County, Iowa, identified as follows: A Portion of Parcel Number: 891305101016 Acreage: 283 Legal Description: NE N Sec. 32-U0-13; ,.;!,: :: Sec. .72-90-13. NE NEI Sec. 32-90-13, NVit NE 4; Sec. 32-90-13. SE1 NE-i Sec . 32-90-13' NE; Sec. 32-90-13 NET: SE-j Sec . 32-90-13 NW SE-i Sec . 32-90-13 104, :Ai see . 33-90-13; Sec: . 33-90-13; Sec. 33-90.-1,3; S 3)1i4 fler! ,, 33-00-13. '3,4;1. SE-4: Sec. 53- 0-13 (I, .1.7r1,, r..1.11T.tux. .t.ur_',:k4-1,TAT t,.77.01,"ftr, 4230 i di%.i3wisirlOttA (Lr ).,orr th 1or 4Jt ..FF4c-tiQn41. NIrtrr of, tbnZia,:-Four (4)s cUin Torria149.ND. Eici.hty-rrtine_ (89). . . . 31.1-1/T.P.Yiot (13). .Q27, the 5t r. . .. ... . AND Exhibit A to Exhibit C Parcel Number: 901330326003 Acreage: 26.74 Parcel Number: 901331201001 Acreage: 38.48 Legal Description of Parcel Numbers 901330326003 and 901331201001: The Northeast Quarter of the Southwest Quarter of Section Nc. Thirty (30); and the Northwest Quarter of the thorthe+s• Quarter of Section No. Thirty-one (31), all in Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth Principal Meridian, in Black Hawk t r..;ty, Iowa. except legal hie ,.ra•.c. AND Parcel Number: 901330476001 Acreage: 38.00 Legal Description: The Southeast Quarter of the Southeast Quarter of Section No. Thirty (30) , Township No. Ninety (95) North, Range No. Thirteen (13) 'west of the eifth Principal Meridian, (flack Hawk County, Iot•.a. AND Parcel Number: 901331226001 Acreage: 38.00 Legal Description: The Northeast Quarter of the lorthEist Guy.'ter of Section No. Thirty-one (31) , Township No. Ninet (90) North, Rance No. Thirteen 13) (•lest of the Fifth Principal Meridian, (flack lia:rk County, Iowa. AND Parcel Number: 901331276001 Acreage: 39 Parcel Number: 901331251002 Acreage: 38.23 Legal Description of Parcel Numbers 901331276001 and 901331251002: The South One-half of the Northeast Quarter of Section No. Thirty-one (31), Township No. Ninety (90) North, Range No. Thirteen (13) West of the Fifth (5th) Principal 'deridian, Black Hawk County, Iowa. Execution Version EXHIBIT D Form of Estoppel Certificate ESTOPPEL CERTIFICATE (I 1) Owner: [ 1 Tenant: 1, a Delaware limited liability company Collateral Agent: [ 1., as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Financing Agreement(as defined below)) ("Secured Parties") Collateral Agent's Address: f 1 1 1 1 f 1 Attention: [ 1 Email: F 1 Tax Equity Investor: 1, as Class A Investor (as defined in the ECCA (as defined below)) ("Tax Equity Investor") Tax Equity Investor's Address: 1 1 Attn: [ 1 f 1 f 1 1 1 Attention: [ 1 Email: ( 1 with a copy to (which shall not constitute notice): r 1 f 1 f 1 Attention: F 1 Email: 1 1 Exhibit D-1 Title Company: [ ], a [ ] corporation(the"Title Company",together with the Collateral Agent and the Tax Equity Investor, the "Relying Parties") Title Company Address: r ] r ] r ] r 1 Attention: [ ] Lease: [ ] Property: Description attached hereto as Exhibit B. Owner hereby certifies the following to (a) the Collateral Agent, for the benefit of the Secured Parties, and its successors, assigns and/or designees, (b) Tax Equity Investor, (c) Tenant and (d) the Title Company and its successors, assigns and/or designees, in each case, as of the Effective Date (as defined below) concerning the above-referenced Lease and the Property, with the understanding that (i) the Collateral Agent and the Secured Parties will be relying on such statements with respect to loans, letters of credit and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Financing Agreement, dated as of [ ], 20 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among [ ], a Delaware limited liability company, [ ], a [ ] (collectively, the "Borrowers"), the Collateral Agent, and the other agents, arrangers and financial institutions or other Persons from time to time party thereto, (ii)the Tax Equity Investor will be relying on such statements with respect to tax equity investments and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Equity Capital Contribution Agreement, dated as of[ ], 20 (as amended, amended and restated, supplemented or otherwise modified from time to time,the"ECCA"),by and between [ ], a [ ]limited liability company, and the Tax Equity Investor, (iii)the Tenant will be relying on such statements with respect to the loans, letters of credit and other financial accommodations to be made in connection with the Financing Agreement and the tax equity investments and other financial accommodations to be made in connection with the ECCA and (iv) the Title Company will be relying on such statements with respect to the issuance of title insurance policies to the Collateral Agent and Tenant: 1. A true, correct and complete copy of the Lease (and all amendments and supplements thereto) is attached to this Estoppel Certificate as Exhibit A and incorporated herein for all purposes. There are no other documents or agreements (written or oral) that are a part of the Lease and no other documents or agreements(written or oral)between Owner and Tenant with respect to the Property or the Project. The parties agree that the copy of the Lease attached hereto as Exhibit A shall be removed prior to recordation of this Estoppel Certificate;provided,however, that the absence of such Exhibit A for recordation purposes shall not affect the effectiveness of Exhibit D-2 this Estoppel Certificate and the representations, acknowledgements and agreements described herein. 2. The Lease is in full force and effect and has not been modified,restated,cancelled, supplemented, surrendered, or terminated (except as identified herein). The Lease represents the entire agreement between Owner and Tenant with respect to the Property subject to the Lease. The term of the Lease commenced on and will expire on unless extended as provided in the Lease. Tenant has the right to extend the term of the Lease for [ ( )]extension term of[ ( )years and ( )months]. Owner has not received notice of any prior assignment or sublease of any right, title or interest of Tenant in, to or under the Lease. 3. To Owner's knowledge, Tenant has fulfilled all of its obligations under the Lease now due and owing, and there are no uncured Events of Default of Tenant with respect to the Lease. There are no uncured Events of Default of Owner with respect to the Lease. There currently exists no dispute (or any threatened dispute) between Owner and Tenant with respect to the Lease and there are no delinquent payments under the Lease. Owner has no present right to terminate the Lease. Tenant has neither given nor received any notice of default, Event of Default or termination of the Lease. Owner has neither given nor received any notice of default Event of Default or termination of the Lease. There are no facts or circumstances which with the giving of notice or lapse of an applicable cure period,or both,would constitute a breach or default under the Lease. 4. Owner is the current holder of the fee title of the surface estate and the mineral estate to the Property described in the Lease. Owner: (a) holds the entire interest of owner under the Lease; (b) has not conveyed, mortgaged, assigned or otherwise transferred the Property or Owner's interest in the Lease to any third party;and(c)has not agreed to convey,mortgage,assign or otherwise transfer the Property or Owner's interest in the Lease to any third party. Owner acknowledges that pursuant to the Lease, Owner shall not exercise or lease or permit any other person or entity to exercise any water or mineral rights on the surface of the Property, or above a depth of 500 feet on the Property or if such exercise by Owner interferes with Tenant's use of the Property for the purpose of installation, construction, operation, maintenance, repair, improvement, or replacement of the Project and uses incidental thereto. All representations made by Owner and Tenant in the Lease are true and correct in all material respects as of the date hereof. 5. Except for the lien for this year's property taxes that are not now due and payable, there are no judgments, liens, deeds of trust or mortgages encumbering the Property and there are no unpaid bills, outstanding claims or persons entitled to claims for mechanics or materialmens' liens against the Property for work performed on the Property by or for Owner(as opposed to work performed on the Property by or for Tenant). 6. Owner acknowledges receiving notice of the name and address of each Relying Party. 7. Tenant has informed Owner that Tenant has granted a first-priority lien and security interest in Tenant's leasehold estate in the Property under the Lease and the Project to the Collateral Exhibit D-3 Agent to secure the repayment of the loans and other financial accommodations made under the Financing Agreement. Owner agrees that (i) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, a"Lender"pursuant to Section [ 1 of the Lease and the other provisions thereof, and (ii) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns and transferees, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, an "Assignee" pursuant to Section [ 1 of the Lease and the other provisions thereof. Notwithstanding the foregoing, the rights of the Collateral Agent and the Tax Equity Investor or any affiliates, successors and assigns with respect to an assignment or transfer of the Lease shall be subject to Paragraph 8 below. 8. In addition to the provisions specified in Section F 1 of the Lease, the following shall apply to the Collateral Agent,the Tax Equity Investor,their affiliates,successors and assigns (for so long as the Collateral Agent,the Tax Equity Investor,their affiliates, successors and assigns remain a"Lender"under the Lease)and to each other person that provides written notice to Owner that it is a "Lender" under the Lease (and for so long as each such person remains a "Lender" under the Lease): 8.1 Owner agrees to provide notice of any request by Tenant for any amendment, modification, or supplement to the Lease to the Collateral Agent and the Tax Equity Investor at the address provided to Owner by the Collateral Agent and the Tax Equity Investor. Owner agrees that, for so long as a Collateral Agent or Tax Equity Investor is a "Lender" under the Lease, Owner shall provide such notices to the Collateral Agent and the Tax Equity Investor at the address already provided to Owner (or at such other address as the Collateral Agent or the Tax Equity Investor may from time to time provide). 8.2 The Collateral Agent shall have the absolute right, without Owner's consent,to take any of the following actions or do any of the following: (i)assign, amend,modify and/or restate its Deed of Trust(as defined below); (ii)enforce its Deed of Trust; (iii)acquire title to Tenant's leasehold estate under the Lease (whether by foreclosure under its Deed of Trust or assignment in lieu of foreclosure); (iv) take possession of the Project or the Property pursuant to its rights under its Deed of Trust and operate the Project subject to compliance with the Lease; (v) following acquisition of title (or a third parry's acquisition of title) to Tenant's leasehold estate under the Lease as a result of the Collateral Agent's foreclosure or assignment in lieu of foreclosure, (a) assign or transfer Tenant's leasehold estate under the Lease to a successor third party, (b) engage an operator experienced in the operation of photovoltaic solar projects or (c) comply with the assignment provisions of the Lease;(vi)exercise any rights of Tenant with respect to the Lease or(vii)cause a receiver to be appointed to do any of the foregoing things. Tenant has entered into (a) the Deed of Trust (as defined in the Financing Agreement) ("Deed of Trust"), in favor of the Title Company, as trustee for the benefit of the Collateral Agent. 8.3 The Collateral Agent shall have no obligation under the Lease prior to the time that the Collateral Agent succeeds to absolute title to the leasehold estate of Tenant under the Lease; and the Collateral Agent shall be liable to perform obligations under the Lease only for and during the period of time that the Collateral Agent directly holds such absolute title. Further, in the event that the Collateral Agent elects,prior to the time that such Collateral Agent succeeds to Exhibit D-4 absolute title to the leasehold estate of Tenant under the Lease,to(i)perform Tenant's obligations under the Lease, (ii) continue Tenant's operations on the Property, (iii) acquire any portion of Tenant's right,title or interest in the Property or under the Lease or(iv)enter into a new agreement as provided in Paragraph 8.4 below,then the Collateral Agent shall not have any personal liability to Owner in connection therewith, and Owner's sole recourse in the event of default by the Collateral Agent shall be to exercise those remedies of Owner permitted pursuant to the Lease. Moreover, the Collateral Agent or other party who acquires the leasehold estate created by the Lease pursuant to foreclosure or an assignment in lieu of foreclosure shall not be liable to perform any obligations thereunder to the extent the same are incurred or accrue after the Collateral Agent or other party no longer has ownership of such leasehold estate. 8.4 In the event that the Lease is rejected or disaffirmed pursuant to bankruptcy law or any other law affecting creditor's rights,then,so long as the Collateral Agent has cured any monetary event of default by Tenant and is making commercially reasonable efforts to cure any non-monetary event of default by Tenant(other than the bankruptcy of Tenant)as provided therein, Owner shall, immediately upon written request from the Collateral Agent received within ninety (90) days after any such termination, rejection or disaffirmance, without demanding additional consideration therefor, enter into a new agreement in favor of the Collateral Agent, which new agreement shall (i) contain the same covenants, agreements, terms, provisions and limitations as the Lease(except for any requirements that have been fulfilled by Tenant prior to such termination, rejection or disaffirmance),(ii)be for a term commencing on the date of such termination,rejection or disaffirmance, and continuing for the remaining term of the Lease before giving effect to such termination,rejection or disaffirmance and(iii)enjoy the same priority as the Lease over any lien, encumbrance or other interest created by Owner. On execution of such new agreement by the Collateral Agent,and until such time as such new agreement is fully executed and delivered by all parties,the Collateral Agent may enter,use and enjoy the Property and conduct operations thereon as if the Lease were still in effect. At the option of the Collateral Agent,the new agreement may be executed by a designee of the Collateral Agent, without the Collateral Agent assuming the burdens and obligations of Tenant thereunder. If more than one"Lender"makes a written request for a new agreement pursuant hereto, then the same shall be delivered to the Collateral Agent whose Deed of Trust is senior in priority. 9. Owner acknowledges its obligation to give notice of any act of default of Tenant under the Lease to the Collateral Agent and the Tax Equity Investor at its address stated above (or such other addresses specified by the Collateral Agent or the Tax Equity Investor in writing to Owner). 10. Other than Tenant, there are no tenants or other third parties using or otherwise occupying the Property, including, but not limited to, any third party mineral and water rights holders. 11. There are no actions or proceedings, whether voluntary or involuntary, pending against Owner in any State or Federal court (including any bankruptcy court, governmental authority, or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Owner to perform its obligations under the Lease),or any judgments affecting Owner's title to the Property, and, to the knowledge of Owner, none have been Exhibit D-5 threatened. As used herein, the term "pending" means actions or proceedings which have been filed and actually served on Owner. 12. Owner has not received notice of any condemnation of or any other governmental or judicial action against,or threat of condemnation of or any other governmental or judicial action against,the Property, or a portion of the Property,that remains in effect or unresolved. 13. Owner is not aware of any event, act, circumstance, or condition constituting an Event of Force Majeure or otherwise excusing the performance of any party under the Lease. No known facts exist entitling Owner to any claim, counterclaim, offset, or defense against the Tenant in respect of the Lease. 14. This Estoppel Certificate shall be binding upon Owner and its successors and assigns. 15. This Estoppel Certificate may be executed with counterpart signature pages and in duplicate originals, each of which shall be deemed an original, and all of which together shall constitute a single instrument. 16. This Estoppel Certificate is made and delivered as of- (the "Effective Date"). This Estoppel Certificate may be relied upon by the Tenant,the Collateral Agent,the other Secured Parties (as defined in the Financing Agreement), the Tax Equity Investor and the Title Company, the successors and assigns of each of them and any future leasehold mortgagee of Tenant. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Exhibit D-6 IN WITNESS WHEREOF,the undersigned, intending to be legally bound hereby, have duly executed this Estoppel Certificate as of the day and year first above written. OWNER: II ] By: Name: Title: [Estoppel Signature Page] Execution Version EXHIBIT"A" To Estoppel Certificate [Lease Agreement and any amendments to be attached but not to be recorded] Exhibit A to Estoppel Certificate Execution Version EXHIBIT`B" To Estoppel Certificate Description of Property [LEGAL DESCRIPTION AND SURVEY DRAWING TO BE ATTACHED] Exhibit B to Estoppel Certificate Execution Version LEASE AGREEMENT between Grand Husk Solar,LLC as Tenant and Waterloo Airport Commission as Owner dated • n lA- { 202� Execution Version TABLE OF CONTENTS Page(s) ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Defined Terms 3 Section 1.2 Construction 7 ARTICLE 2 GRANT OF RIGHTS; TERM 8 Section 2.1 Lease and Grant of Lease Rights 8 Section 2.2 Term of Lease 8 ARTICLE 3 RENT 9 Section 3.1 Development Term Rent 9 Section 3.2 Construction Term Rent 10 Section 3.3 Production Term Rent 10 Section 3.4 Restoration Term Rent 10 Section 3.5 Payment Adjustments 10 Section 3.6 Crop Compensation, Pivot and Drip Irrigation, and CRP 10 Section 3.7 Payment Allocations 11 ARTICLE 4 LEASE RIGHTS 1 1 Section 4.1 Additional Lease Rights 11 Section 4.2 Stand-Alone Lease Rights 12 Section 4.3 Nature of Lease Rights,Additional Lease Rights and Stand- Alone Lease Rights 12 Section 4.4 Separate Storage Leases 12 ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES;DEVELOPMENT PROGRESS 13 Section 5.1 Permitted Use 13 Section 5.2 No Required Construction or Production 13 ARTICLE 6 TENANT'S OBLIGATIONS 13 Section 6.1 Compliance with Law 13 Section 6.2 Location of Project and Care and Appearance 13 Section 6.3 Fences and Gates 14 Section 6.4 Operations 14 Section 6.5 Payment of Claims 16 Section 6.6 Restoration 16 Section 6.7 Taxes 16 ARTICLE 7 OWNER'S OBLIGATIONS 17 Section 7.1 No Interference 17 Section 7.2 Compliance with Obligations 18 Section 7.3 Rights of Third Parties 19 Section 7.4 No Ownership Rights 19 Section 7.5 Cooperation 19 Section 7.6 Setback Waiver 20 Section 7.7 Confidentiality 21 Section 7.8 Division of Lease 22 Section 7.9 Estoppel Certificates 22 Section 7.10 Representations and Warranties of Owner 22 ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS 23 Section 8.1 Default 23 Section 8.2 Owner's Right to Terminate for Monetary Default 24 Section 8.3 Limitation on Remedies Error! Bookmark not defined. Section 8.4 Protection of Lenders 25 ARTICLE 9 ASSIGNMENT AND SUBLETTING 28 Section 9.1 Right to Assign or Sublet 28 Section 9.2 Right To Encumber 28 ARTICLE 10 GENERAL PROVISIONS 29 Section 10.1 Insurance 29 Section 10.2 Environmental Matters 29 Section 10.3 Use of Water 30 Section 10.4 Indemnity 31 Section 10.5 Safety Measures; Waiver and Recognition 31 Section 10.6 Casualty and Condemnation 32 Section 10.7 Notices 33 Section 10.8 Force Majeure 33 Section 10.9 Meetings with Third Persons 34 Section 10.10 Termination by Tenant 34 ii Section 10.11 Third Party Beneficiaries 35 Section 10.12 Attorneys' Fees 35 Section 10.13 Covenants Running With the Land 35 Section 10.14 Governing Law 35 Section 10.15 Memorandum 35 Section 10.16 Joint and Several Liability 35 Section 10.17 Binding on Partial Interests 35 Section 10.18 Savings Clause 35 Section 10.19 No Waiver 35 Section 10.20 Entire Agreement; Modifications; Conflicts 35 Section 10.21 Multiple Counterparts 36 Section 10.22 Provision of Copy of Lease 36 Section 10.23 Cooperation on Owner's Interest 36 Section 10.24 Restricted Area 36 iii Execution Version LEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement") is made, dated and effective as of (the "Effective Date"), and between the Owner ("Owner") and Tenant("Tenant"), designated in the Basic Terms and Conditions below: Basic Terms and Conditions Effective Date of this Agreement: Owner: Waterloo Airport Commission Owner's Address: 715 Mulberry St., Waterloo, IA 50703 Tenant: Grand Husk Solar, LLC, a Delaware limited liability company Tenant's Address: 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 Property: 257.99 acres in the County of Black Hawk, Iowa as specifically described in Exhibit A. Length of Lease Term: The "Development Term" shall be a period of five (5)years from the Effective Date, with two (2)one (1)- year extension options (i.e.,totaling up to seven (7)years if all options and extensions are exercised),all as set forth in Section 2.2(a). The "Construction Term" shall commence on the Construction Commencement Date and be for a period of up to three (3) years, all as set forth in Section 2.2(b). The Tenant may exercise an option to extend the term of the Lease through the Production Term by achieving the Generation Commencement Date. Should the Generation Commencement Date occur any time prior to the expiration of the Construction Term, the "Production Term" will automatically commence and continue, unless terminated earlier as provided herein, to a date which is twenty (20) years from the Generation Commencement Date, subject to four(4) extension terms of five (5) years each (i.e., totaling up to forty (40) years of Production Term if all options and extensions are exercised), all as provided in Section 2.2(c). The "Restoration Term"shall begin on the expiration or earlier termination of(a) the Construction Term, if it occurs and if construction has commenced, or (b) the Production Term,if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall expire when Tenant completes the Restoration Obligations. Development Term Rent: One-time payment of $50.00 per acre subject to this Agreement(excluding the Restricted Area) to be paid by Tenant to Owner (the "Signing Fee"), as well as and to the extent applicable $50.00 per acre subject to this Agreement (excluding the Restricted Area) to be paid by Tenant to Owner at the end of each twelve (12) month period during the Development Term (the "Periodic Development Term Rent"), and if the Development Term is extended, a one-time payment for each extension of$30.00 per acre subject to this Agreement (excluding the Restricted Area) (the "Additional Development Term Rent" and together with the Signing Fee and Periodic Development Term Rent, the "Development Term Rent"). Development Term Rent is payable as required in Section 3.1. Construction Term Rent: If the Construction Commencement Date has occurred, then an annual payment of $350.00 per acre times the number of acres of the Property which Tenant's plans show will be enclosed by a fence to be constructed for the Project shall be paid by Tenant to Owner (the "Construction Term Rent"). Construction Term Rent is payable as required in Section 3.2. Production Term Rent: During the Production Term(if it occurs),Tenant will pay Owner for the first Lease Year an amount equal to $1,400.00 (the "Production Term Rent Multiplier") multiplied by the total number of acres of the Property which are enclosed by a fence constructed for the Project or which Tenant's plan show will be enclosed by a fence to be constructed for the Project. The Production Term Rent Multiplier shall increase by two percent (2%) per Lease Year during the Production Term. All of the foregoing shall be referred to as the "Production Term Rent". Restoration Term Rent: Tenant will not owe any amounts to Owner as rent during the Restoration Term. ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 Section 1.1 Defined Terms. When used in this Agreement, the following capitalized terms shall have the definitions indicated: "Additional Lease Rights": Shall have the meaning set forth in Section 4.1. "Affiliate": any Person (i)who, directly or indirectly (including through one or more intermediaries), holds an equity interest in Tenant (a "Parent Company") or (ii) in which Tenant or a Parent Company, directly or indirectly (including through one or more intermediaries) holds an equity interest. "Agreement": This Lease Agreement(including the Lease and Lease Rights). "Award": Shall have the meaning set forth in Section 10.6(b). "CERCLA": Shall have the meaning set forth in Section 10.2(c). "Confidential Information": Shall have the meaning set forth in Section 7.7. "Construction Commencement Date": The earlier of: (a) the date Tenant provides written notice to Owner of the Construction Commencement Date; or (b) the date when Tenant commences the installation of vertical improvements for Solarpower Facilities for the Project on the Property and is diligently pursuing construction of the Project on the Property. For the avoidance of doubt,pre-construction studies, surveys,and development-related diligence shall not be considered construction commencement. "Construction Term": The period beginning on the Construction Commencement Date and terminating upon expiration or earlier termination as provided herein. "Construction Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "County": The county in which the Property is situated. "Development Term": The period during which Tenant performs development activities, including but not limited to measuring the solar resource, obtaining permits, securing Tenant's position to interconnect into the grid, as more particularly defined in the Basic Terms and Conditions and Section 2.2(a). "Development Term Rent": Shall consist of the Signing Fee and, if applicable, the Periodic Development Term Rent and the Additional Development Term Rent, and have the meaning set forth in the Basic Terms and Conditions. "Effective Date": Shall have the meaning given in the first sentence of this Agreement. "Encumbrances": Any liens, encumbrances, covenants, conditions, reservations, restrictions, easements, leases, licenses, occupancies, tenancies, mineral rights, water rights or other matters affecting, relating to or encumbering the Property or any portion thereof. 3 "Environmental Laws": Shall have the meaning set forth in Section 10.2(c). "Event of Default": Shall have the meaning set forth in Section 8.1. "Event of Force Majeure": Strikes, lockouts or other labor disturbances; delays in transportation; inability to secure labor or materials in the open market; acts of God or the elements, including fire, flood, washout, perils at sea, lightning, earthquake or accidents; conditions arising out of or attributable to acts of war, civil disturbances or riots;the effect of any Law; the failure of any governmental authority to issue any permit, entitlement, approval or authorization within a reasonable period of time after an application for the same has been submitted; the inability to sell electricity at commercially reasonable prices in the open market; orders of curtailment or suspension or cessation of transmission system operations by MISO; or any other matter or condition beyond the reasonable anticipation and control of the party in question, whether or not similar to the matters or conditions herein specifically enumerated; and (in the case of Tenant) while litigation contesting all or any portion of the right, title and interest of Owner in the Property and/or of Tenant under this Agreement shall be pending and not finally determined. "Expenses": Any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals), and any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses,deficiencies or other charges with respect thereto,but excluding in any event any Party's own (i.e., not damages claimed by a third party) lost profits and other special or consequential damages,which result from the indemnifiable events described herein. "Extension Date": Shall have the meaning set forth in Section 2.2(c). "Extension Term": Shall have the meaning set forth in Section 2.2(c'. "Generation Commencement Date": The earlier of: (a)the date Tenant provides written notice to Owner of the Generation Commencement Date; or(b)the date on which any Solarpower Facilities that are being constructed on the Property have passed their initial performance tests and have begun to commercially deliver electricity into the transmission grid. "Hazardous Materials": Shall have the meaning set forth in Section 10.2(d). "Indemnified Party": Shall have the meaning set forth in Section 10.4. "Indemnifying Party": Shall have the meaning set forth in Section 10.4. "MISO": MISO, a Regional Transmission Organization. 4 "Laws": All valid and applicable laws, statutes, ordinances, regulations, orders and assessments of any federal, state,county or local governmental authority with jurisdiction over the Project or the Property. "Lease": The Lease created by this Agreement. "Lease Rights": The following lease rights in, on, under, over, across, along and above the Property: (a) A right of access and of ingress to and egress from the Project, as well as a right for access to and from adjacent lands in the Project, in each case by means of any existing roads on the Property, and by such other roads as Tenant may construct on the Property from time to time at locations reasonably agreed between Tenant and Owner, for the benefit of and for purposes incidental to Operations on the Property,provided that Owner agrees to approve at least one road location to the Project; (b) The right to install, use, repair, improve, relocate, replace and remove Transmission Facilities to be placed in locations selected by Tenant. (c) A non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind or nature whatsoever resulting,directly or indirectly,from any Operations conducted,or Project owned,leased,operated or maintained by Tenant on the Property and on lands near the Property. (d) The right to use construction staging and laydown areas in locations reasonably agreed between Tenant and Owner for installing, using, repairing, improving, relocating, replacing, and removing the Project. (e) The exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted. (f) The exclusive right to access, relocate and maintain the Project located on the Property. (g) The exclusive right to capture,use and convert unobstructed solar resources over and across the Property. (h) The right to subjacent and lateral support for the Project. Tenant acknowledges and agrees that the "Lease Rights" are subject to Tenant's compliance with all applicable Laws, including the securing of any required permits, licenses, or approvals, and that Owner makes no representation or warranty concerning any applicable Laws or the ability to secure any permits, licenses, or approvals. "Lease Year": The period from the Generation Commencement Date through the December 31 of the calendar year in which the Generation Commencement Date occurs (which 5 shall be deemed the first Lease Year), and each subsequent calendar year during the Production Term. "Lender": Any financial institution or other Person that from time to time provides secured financing for some or all of the Project or Operations, and any agent, security agent, • collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. "Lender's Lien": Shall have the meaning set forth in Section 9.2. "Monetary Default": Shall have the meaning set forth in Section 8.1. "Non-Monetary Default": Shall have the meaning set forth in Section 8.1. "Notice of Default": Shall have the meaning set forth in Section 8.1. "Operations": The activities which Tenant has the right to undertake pursuant to Section 5.1. "Owner": The legal owner of the Property described in the Basic Terms and Conditions and as further defined in Exhibit A. "Owner Nonrenewal Notice": Shall have the meaning set forth in Section 2.2(c). "Person": Any individual, corporation,partnership,joint venture,association,joint stock company, trust,trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity. "Production Term": The period beginning on the Generation Commencement Date and terminating upon expiration or earlier termination as provided herein. "Production Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Project": The Solarpower Facilities, Transmission Facilities, electric transformers, energy storage facilities, telecommunications equipment related to the Solarpower Facilities, roads,meteorological stations and solar energy measurement equipment(including pyranometers), maintenance, administrative and storage areas and buildings, reasonable signage and all related improvements and equipment, portions of which are located on the Property. "Property": The Property as described in the Basic Terms and Conditions. "Real Property Records": The official public records of the County or Counties in which deeds and other instruments affecting title to real property are required to be recorded to place third parties on constructive notice of them. 6 "Rent": The Development Term Rent, Construction Term Rent, Production Term Rent, and Restoration Term Rent as described in Article 3. "Restoration Obligations": Tenant's obligation to (i)remove from the Property any part of the Project owned, installed or constructed by Tenant thereon except for roads, (ii)fill in and compact all trenches or other borings or excavations made by Tenant on the Property (excepting borrow pits and quarries), and (iii) leave the surface of the Property free from debris, as more particularly defined and described in Section 6.6. "Restoration Term": As more particularly defined in the Basic Terms and Conditions, Section 2.2(d),and Section 6.6,the period beginning on(a)the expiration or earlier termination of the Construction Term, if it occurs and if construction has commenced, or (b) if the Production Term commences,the expiration or earlier termination of the Production Term,and expiring when Tenant completes the Restoration Obligations. "Restoration Term Rent": Shall have the meaning set forth in the Basic Terms and Conditions. "Solar Panel": A photovoltaic generation unit which converts sunlight into electrical current which is included in the Solarpower Facilities. "Solarpower Facilities": Solar-powered electric generating facilities, including Solar Panels, other photovoltaic generating equipment and such other solar-powered generating equipment as reasonably determined by Tenant, related infrastructure and the ancillary improvements and equipment providing support or otherwise associated therewith, all of which is located on the Property and on any other real property included in the Project. "Stand-Alone Lease Right": Shall have the meaning set forth in Section 4.2. "Taking": Shall have the meaning set forth in Section 10.6(a). "Term": The Development Term, the Construction Term (if it becomes effective) the Production Term(if it becomes effective and including one or more Extension Terms if exercised), and the Restoration Term each as described in Section 2.2. "Town": The town in which the Property is situated. "Transmission Facilities": Underground and above-ground wires and cables, for the transmission of electrical energy and/or for communication purposes,and all necessary appliances and fixtures for use in connection with said wires and cables under,along,above and in or adjacent to the Property; and one or more substations or interconnection or switching facilities, together with all related or appropriate rights of way, on, along and in or adjacent to the Property. Section 1.2 Construction. In this Agreement, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa. The terms "include," "includes" and "including" shall be deemed to be followed by the words"without limitation." The term"year"refers to a calendar year,the term"month"refers to 7 a calendar month, and any period measured by a"year"or a"month"from a reference date refers to the period beginning on such reference date and ending on the same date of the next succeeding calendar year or month, respectively, or, if no such date exists in the next succeeding calendar month, the last day of such next succeeding calendar month. References to a Section or Exhibit shall be references to a Section of, or Exhibit to, this Agreement unless specifically stated otherwise. A reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified,amended, supplemented and restated through the date as of which such reference is made. The term "or" is not exclusive, the term "shall" is mandatory and the term "may" is permissive. Owner and Tenant acknowledge that each was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against either party because one is deemed to be the author thereof. Captions or titles used herein are for convenience of reference only and do not affect the meaning or intent hereof. ARTICLE 2 GRANT OF RIGHTS; TERM Section 2.1 Lease and Grant of Lease Rights. For the good and valuable consideration provided herein, the receipt and sufficiency of which are hereby acknowledged by Owner and Tenant, Owner hereby leases to Tenant, and Tenant leases from Owner, the Property, and Owner grants to Tenant the Lease Rights. Tenant acknowledges and agrees that the "Lease Rights" are subject to Tenant's compliance with all applicable Laws, including the securing of any required permits, licenses, or approvals, and that Owner makes no representation or warranty concerning any applicable Laws or the ability to secure any permits, licenses, or approvals. Section 2.2 Term of Lease. The term of this Agreement shall consist of the Development Term plus, if it becomes effective, the Construction Term, plus, if it becomes effective, the Production Term, plus, if exercised, up to four (4) Extension Terms, plus, if it becomes effective,the Restoration Term. Prior to the expiration of the Development Term,Tenant shall have the option to extend the term of this Agreement through the Construction Term,exercise of such option by Tenant being made and evidenced solely by achievement of the Construction Commencement Date. Prior to the expiration of the Construction Term, Tenant shall have the option to extend the term of this Agreement through the Production Term,exercise of such option by Tenant being made and evidenced solely by achievement of the Generation Commencement Date. Notwithstanding any other provision of this Agreement (including any Lender protection provisions), if the Development Term or Construction Term of this Agreement expires in accordance with the terms of this Agreement, prior to the Generation Commencement Date occurring,this Agreement shall automatically terminate at the expiration of the Restoration Term, if applicable (a) The Development Term shall commence on the Effective Date and continue for a period of up to five (5)years,provided, however, that Tenant shall have the right to extend the Development Term two (2) times for an additional one (1) year each by delivering written notice of such extension to Owner at least thirty(30) days prior to the then-current expiration date of the Development Term, in the event Tenant extends the Development Term, Tenant shall owe the Additional Development Term Rent as set forth in Section 3.1. The Development Term shall, 8 in all events,terminate on the Construction Commencement Date and the Construction Term shall commence. (b) The Construction Term shall commence on the Construction Commencement Date and continue for a period of up to three (3) years. The Construction Term shall, in all events, terminate on the Generation Commencement Date and the Production Term shall commence. (c) The Production Term, if it occurs, shall commence on the Generation Commencement Date and continue to the date that is twenty (20) years from the Generation Commencement Date,provided,however,that Tenant shall have the right to extend the Production Term by four (4) separately exercised periods of five (5) years each (each such five year period, an "Extension Term") if Tenant delivers written notice of such extension to Owner at least one hundred eighty (180)days prior to the then-current expiration date of the Production Term or the then-current expiration date of the Extension Term, as applicable (the "Extension Date"). The parties understand that the Production Term could total up to forty(40)years if all four(4)options for Extension Terms are exercised and this Agreement is not earlier terminated by Tenant in accordance with its terms. The parties intend that the Tenant not lose any option to extend an Extension Term through inadvertence or mistake. Accordingly, and notwithstanding the foregoing, if Tenant shall fail to exercise its renewal option for an Extension Term within such time period as set forth above, Tenant's right to exercise its option for an Extension Term shall nonetheless continue for an additional sixty (60) days following receipt of Owner's notice to Tenant and to any Lender of the failure of Tenant to timely exercise such option (the "Owner Nonrenewal Notice"),If either Tenant or Lender provides notice to Owner of its intent to exercise such option within such sixty (60)day period following receipt of the Owner Nonrenewal Notice, then such exercise by Tenant or Lender shall be deemed timely given. (d) The Restoration Term shall commence on the expiration or earlier termination of(i) the Construction Term, if it occurs and if construction has commenced, or (ii) the Production Term,if Tenant does exercise an option to extend the term of the Lease through the Production Term. The Restoration Term shall expire when Tenant completes the Restoration Obligations. ARTICLE 3 RENT Section 3.1 Development Term Rent. During the Development Term,Tenant shall pay to Owner the Development Term Rent in the amount provided for in the Basic Terms and Conditions. The Signing Fee is payable within forty-five(45)days from the Effective Date. Each payment of the Periodic Development Term Rent is payable within forty-five (45) days after the end of each 12-month period of the Development Term (for example, the first such 12-month period expiring 12 months after the Effective Date). If Tenant exercises an option to extend the Development Term for one (1) additional year, then the Additional Development Term Rent is payable within forty-five (45) days from the date when the additional one (1) year of the Development Term commences. Tenant shall have no obligation to make any payment to Owner otherwise required under this Agreement until Tenant has received from Owner a completed Internal Revenue Service Form W-9. 9 Section 3.2 Construction Term Rent.During the Construction Term,if it occurs,Tenant shall pay to Owner the Construction Term Rent in the amount provided for in the Basic Terms and Conditions. The Construction Term Rent is payable within forty-five (45) days from the Construction Commencement Date and within forty-five (45) days from each annual anniversary thereof for the remainder of the Construction Term. If the Construction Commencement Date occurs during any one(1)year period in which Development Term Rent has been paid, including in a year in which Tenant has extended the Development Term,the Construction Term Rent shall be reduced by the prorated amount of the Development Term Rent or the Additional Development Term Rent, as applicable, for the remaining period for which Development Term Rent has been paid.For illustrative purposes only,if the Construction Commencement Date occurs six(6)months into the first year the Development Term is extended,the Construction Term Rent shall be reduced by a prorated amount that is equal to six(6)months of the Additional Development Term Rent. Section 3.3 Production Term Rent. (a) During the Production Term, if it occurs, Tenant shall pay to Owner the Production Term Rent for each Lease Year as provided for in the Basic Terms and Conditions. If the Generation Commencement Date occurs during any one(1)year period in which Construction Term Rent has been paid, the Production Term Rent shall be reduced by the prorated amount of the Construction Term Rent for the remaining period for which Construction Term Rent has been paid. For illustrative purposes only, if the Generation Commencement Date occurs six(6)months into the first year of the Construction Term, the Production Term Rent shall be reduced by a prorated amount that is equal to six(6)months of the Construction Term Rent. (b) Payment of Rent. The Production Term Rent shall be paid to Owner within thirty (30) days of the Generation Commencement Date. Subsequent Production Term Rent shall be paid annually within thirty (30) days of the first day of each Lease Year. Notwithstanding any of the foregoing, Tenant shall have no further liability to make any payments of Development Term Rent, Construction Term Rent or Production Term Rent under this Agreement following its termination or expiration. If the first or last Lease Year is less than an entire calendar year, the Production Term Rent shall be prorated for the applicable portion of such Lease Year. Section 3.4 Restoration Term Rent. Tenant shall not owe any amounts to Owner as rent during the Restoration Term. Section 3.5 Payment Adjustments. If Owner owns less than the full surface estate in all or any part of the Property,all payments required hereunder shall be reduced to the proportion that Owner's interest in the Property bears to the full surface estate in the Property, or any portion thereof. Section 3.6 Crop Compensation, Pivot and Drip Irrigation, and CRP. Tenant shall use its commercially reasonable efforts to avoid damaging Owner's existing cultivated land, pastureland and pivot or drip irrigation systems("Irrigation System") if located on the Property. If Tenant's development of the Project: (a) damages or destroys any of Owner's crops or saw-log timber on such cultivated land, then Tenant shall reimburse Owner the fair market value for the year in which the crop damage occurred,as established by Multi-Peril Insurance historic yields for 10 the ten(10)previous years,for any damage to or displacement of Owner's cultivated crops on the Property caused by Tenant,(b)damages or destroys any of Owner's pasture land,then Tenant will reseed the affected areas with grasses and/or natural vegetation in accordance with the reasonable and customary standards in the area for restoring and reseeding pastureland, or (c) damages or causes Owner to relocate the Irrigation System, the Tenant shall reimburse Owner for the fair market value, for the year in which the crop damage occurred, of the cost to relocate, repair or replace the Irrigation System,whichever cost is less. If Owner is a party to a Conservation Reserve Program contract("CRP Contract")with the U.S.Department of Agriculture pursuant to 7 C.F.R. Part 1410 regarding the Property,then Owner shall provide Tenant with a true and complete copy of such CRP Contract,together with all amendments and modifications, and if applicable, Tenant shall reimburse Owner for(a)any rental payments,or portion thereof, Owner would have received from the U.S. Department of Agriculture but for locating the Project on the Property, and (b)the penalties and interest, if any (including for any past payments received by Owner that must be repaid by Owner), assessed by, the U.S. Department of Agriculture as a result of the location of the Project on the Property. Owner shall cooperate with Tenant in completing and submitting documents to obtain any exemptions allowed under the Conservation Reserve Program for the use of the Project on the portions of the Property covered by a CRP Contract. Section 3.6 shall not apply to Owner's cultivated land, pastureland, and Irrigation System(s) existing after the Construction Commencement Date or notice to Owner thereof. Section 3.7 Payment Allocations. Tenant shall make all payments due under this Agreement to Owner as provided below: Waterloo Airport Commission 715 Mulberry St. Waterloo, IA 50703 %of each payment: 100% For the avoidance of doubt,Tenant's failure to make payments pursuant to this Section 3.7 shall not constitute an Event of Default, so long as payment is made to Owner at the address provided in the Basic Terms and Conditions. Owner acknowledges and agrees that payment of all sums due under this Agreement pursuant to this Section 3.7 shall satisfy all requirements for the payment of Rent and other sums required to be made by Tenant under this Agreement. ARTICLE 4 LEASE RIGHTS Section 4.1 Additional Lease Rights. If Tenant wishes to obtain from Owner one or more lease rights on,over,across,along and/or above any real property that is owned or controlled by Owner and adjacent to the Property (each, an "Additional Lease Right"), in connection with, for the benefit of and for purposes incidental to the Project, including the right to install and maintain on such other real property (i) transmission lines and facilities, both overhead and underground, which carry electrical energy to and/or from the Project, (ii)communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project,and/or(iii) metering equipment,substations,switching stations,solar energy measurement 11 equipment and control, maintenance and administration buildings that benefit the Project, then upon request Owner shall grant to Tenant such a lease right in such location or locations as Tenant may reasonably request,provided that Tenant shall agree to pay to Owner a fee consistent with the Production Term Rent for the number of acres subject to such Additional Lease Right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.2 Stand-Alone Lease Rights. Owner acknowledges that commercial operation of the Project may require, from time to time during the Project's existence, additional lease rights in favor of certain third parties on the Property and on the real property that is owned by Owner and adjacent to the Property. Accordingly, if the independent system operator with jurisdiction over the system in which the Project operates, the transmission system owner or operator to whose transmission lines the Project interconnects,the phone or other communications provider, or the off-taker to whom output and/or renewable energy credits from the Project is to be sold, determines that one or more separate, stand-alone lease (each, a "Stand-Alone Lease Right") on, over, across, along and/or above the Property and any real property that is owned by Owner and adjacent to the Property, including the right to install and maintain on the Property (i)transmission lines and facilities,both overhead and underground,which carry electrical energy to and/or from the Project, (ii) communications lines and facilities, both overhead and underground, which carry communications to and/or from the Project, and/or (iii) metering equipment, substations, switching stations, solar energy measurement equipment and control, maintenance and administration buildings that benefit the Project, is reasonably required for the efficient and/or safe operation of the Project, then upon request Owner shall grant to such third party such an lease right in such location or locations as such party may reasonably request, provided that such party shall agree to pay to Owner a reasonable fee agreed to by Owner in advance for such lease right in addition to all other amounts payable by Tenant to Owner hereunder. Section 4.3 Nature of Lease Rights, Additional Lease Rights and Stand-Alone Lease Rights. Each Lease Right,Additional Lease Right and Stand-Alone Lease Right(i) shall be in the nature of and similar to the Lease Rights granted to Tenant under Section 2.1 and shall be in a form reasonably acceptable to Tenant and Owner, such Affiliate or the grantee of such lease rights as applicable (which form shall at a minimum include lender protective provisions comparable to those included herein), (ii) shall be a lease right in favor of Tenant or such other holder of such lease right, and (iii) shall, upon the granting thereof, be included within the meaning of the term "Lease Rights", except where otherwise stated or where the context otherwise requires. Each Lease Right,Additional Lease Right and Stand-Alone Lease Right shall inure to the benefit of and be binding upon Owner and the holder of such Lease Right, Additional Lease Right or Stand- Alone Lease Right,as the case may be,and their respective successors and assigns,and all persons claiming under them. Section 4.4 Separate Storage Leases. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly execute and deliver to Tenant or an Affiliate selected by Tenant one(1)or more separate,independent lease agreements for separate and distinct battery energy storage projects to be located on the Property, which separate, independent lease 12 agreements shall be on substantially the same terms and in substantially the same form as this Agreement. ARTICLE 5 PERMITTED USE; RIGHTS OF PARTIES; DEVELOPMENT PROGRESS Section 5.1 Permitted Use. Tenant shall use the Property solely for solar energy purposes, and Tenant shall also have the exclusive right to use the Property for solar energy purposes. "Solar energy purposes" means converting solar energy into electrical energy, and collecting, storing and transmitting the electrical energy so converted, together with any and all other activities related thereto, including (i) determining the feasibility of solar energy conversion on the Property,including studies on solar irradiance,light direction and other meteorological data and extracting soil samples, and all other testing, studies or sampling desired by Tenant; (ii)constructing, installing, using, replacing, relocating, controlling and removing from time to time,and maintaining and operating the Project;and(iii)undertaking any other activities,whether accomplished by Tenant or a third party authorized by Tenant, that Tenant reasonably determines are necessary,useful or appropriate to accomplish any of the foregoing,including the right to erect, construct,reconstruct,replace,relocate,remove,control,maintain and use Transmission Facilities from time to time in connection with the Project. Section 5.2 No Required Construction or Production. Nothing contained in this Agreement shall be construed as requiring Tenant (i)to undertake construction or installation or to alter or remove any part of the Project on the Property or elsewhere except for those requirements contained in Section 6.6 hereof, (ii)to continue operation of any part of the Project from time to time located on the Property or elsewhere or(iii)to generate or sell any minimum or maximized amount of electrical energy from the Property; and the decision if, when and to what extent that such construction and generation will occur shall be solely in Tenant's discretion. Owner acknowledges that Tenant has made no representations or warranties to Owner, including any regarding development of, or the likelihood of power generation from,the Property. ARTICLE 6 TENANT'S OBLIGATIONS Section 6.1 Compliance with Law. In conducting its Operations on the Property,Tenant shall comply in all material respects with all Laws; however, Tenant may contest the validity or applicability of any Law(including any property tax)to Tenant,the Project,the Operations,or any other activity or property of Tenant or Tenant's Affiliate,by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required. Any such contest or proceeding, including any initiated by Tenant.and maintained in the name of Owner, shall be controlled and directed by Tenant, but in consultation with Owner and at no cost to Owner, excepting proceedings which arise due to Owner's violation of any law. Tenant agrees to promptly reimburse Owner for any costs or fees (including reasonable attorney's fees) incurred by Owner in connection with this Section. Section 6.2 Location of Project and Care and Appearance. Tenant shall notify and reasonably consult with Owner regarding the location of the Project on the Property prior to the Construction Commencement Date; provided however, (i) such consultation is advisory only, 13 (ii)Tenant shall not be restricted in any way from exercising Tenant's rights hereunder as a result of such consultation, and (iii)Tenant shall not be required to obtain Owner's approval or consent to the location of any part of the Project. Tenant shall bury all wires, cables and lines on the Property that are required to be buried at least twenty-four inches (24")below the surface of the Property. If such wires, cables, or lines become exposed at the surface or are not buried at least twenty-four inches (24") below the surface regardless of the cause, Tenant shall take all actions necessary to cause the wires, cables, and lines to be buried at least twenty-four inches (24")below the surface of the Property. Where commercially feasible,Tenant agrees to(x) install all overhead lines along existing transmission or utility easements and(y)bury collection cables and fiber optic cables either underneath or alongside newly-constructed roads. Tenant shall keep the Property clean and free of debris created by Tenant, its contractors, or others entering the Property at the request of Tenant. Tenant shall not use the Property for storage except for materials, construction equipment and vehicles directly associated with construction or maintenance of the Project on the Property or adjacent lands that are part of the Project and Tenant shall have the right to designate for use in this regard during the construction and development process (or at any time thereafter) such laydown yards or areas as it shall determine to be appropriate given the then current nature of the Operations. Tenant shall take commercially reasonable steps to maintain the grass on the Property in compliance with the Owner's wildlife hazard management plan at Tenant's sole cost and expense. Section 6.3 Fences and Gates. Tenant shall have the right to remove fences, gates, and cattle guards, but only as reasonably necessary to accommodate the Project; however, upon Owner's reasonable request, Tenant shall maintain, repair or replace any fences, gates, or cattle guards, damaged or removed in connection with Tenant's activities. Any fences, gates, or cattle guards repaired or replaced by Tenant shall be in conformance with the quality and style of the fences, gates, and cattle guards existing on, or if none are on then nearby, the Property. Fences removed from locations within the Property where Tenant has determined removal is necessary to avoid interference with its Operations,if replaced, shall be rebuilt by Tenant at its expense in other mutually agreeable locations and sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Owner. If Tenant makes a new entrance through any existing fence, Tenant shall install a cattle guard sufficient to withstand Tenant's uses for the Operations and of not less than the same style and quality installed by Owner elsewhere on the Property. Tenant will reseed areas cleared by Tenant and used for lay-down or storage areas with the same types of grasses or crops found on adjacent tracts if Owner reasonably requests such reseeding. Section 6.4 Operatiohs. During the Development Term, Tenant may access the Property following prior notice to the Owner(which notice may be oral), except in the event of an emergency, where no prior notice shall be required. During the Construction Term and the Production Term,Tenant shall have access to the Property twenty-four(24)hours a day, seven(7) days a week, without prior notice to Owner. Tenant and all Tenant personnel, and all personnel of third parties authorized to enter the Property by Tenant, shall follow the following rules while on the Property. Any individual who commits a third violation of these rules after receipt of written warning from Owner, may be fined in an amount not to exceed $500.00 per violation for each 14 violation of these rules after receipt of written warning from Owner for the first and second violations. (a) All access gates shall remain padlocked at all times when not in use; all access gates, as well as all interior gates, shall remain closed at all times when not in use. (b) All personnel shall minimize,to the extent reasonably possible,the creation of dust and the introduction of noxious plants or vegetation to the Property. (c) At no time shall any of employees of Tenant,or any third parties authorized to enter the Property by Tenant bring any of the following onto the Property: (i) Weapons of any type, including but not limited to, guns, bows and arrows, or sling shots. (ii) Animal calling devices. (iii) Fishing equipment or nets. (iv) Dogs, cats or any other animals. (v) Alcoholic beverages. (vi) Illegal drugs or related paraphernalia. (d) Smoking is prohibited except in designated construction areas and in vehicles. Tenant will employ prudent precautions to prevent fires, including avoiding the build- up of plant material under vehicles. In the event a grass fire is started, Owner shall be promptly notified,as well as emergency personnel if necessary. Tenant agrees to pay to Owner a reasonable fee per acre for fire damage but not less than $50.00 per acre for fire damage to existing crops and/or pasture land (whether located on the Property or adjacent lands owned by Owner) that is caused by Tenant, its employees, contractors, agents or any individual allowed onto the Property by Tenant. Such payment shall be due and payable within thirty (30) days of such fire. Such payment shall in no way limit or waive Owner's right to obtain payment for fire damage to animals, structures, equipment or other things located on the Property, or lands adjacent to the Property. (e) Tenant shall keep the Property clean and free of all trash and litter which may emanate from Tenant or its employees, agents, contractors or invitees operations on the Property,and if Tenant does not do so within ten(10) days after written notice from Owner,Tenant agrees to pay Owner's reasonable costs of picking up such litter and trash either on the Property or adjacent lands. Under no circumstances will Tenant bury or burn any trash, debris or foreign material of any nature on the Property. (f) Tenant, its employees, contractors, agents and any individual allowed onto the Property by Tenant shall not bury, dump, spill or discharge any Hazardous Materials (as defined in Section 10.2), gasoline, oil, hydraulic fluid, fuel, paint or other foreign, toxic, or other waste substances on the Property. 15 (g) No wood,plants,animals(dead or alive),artifact or any other item that was not originally brought onto the Property by Tenant's personnel will be removed from the Property. (h) The following speed limits shall be strictly observed while using roads on the Property: thirty-five(35)miles per hour during daylight;twenty-five(25)miles per hour after dark. Section 6.5 Payment of Claims. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant at the Property, which claims are secured by any mechanic's or materialmen's lien against the Property; however, Tenant may contest such claims by appropriate legal proceedings brought in the name of Tenant or in the names of both Tenant and Owner where appropriate or required, so long as Tenant pays and satisfies any adverse judgment that may be rendered thereon before the enforcement thereof. Any such contest or proceeding, including any maintained in the name of Owner, shall be controlled and directed by Tenant. Section 6.6 Restoration. Subject to the rights of Lenders upon termination of this Agreement as provided herein, and subject to the rights of Lease Right holders as provided in Article 4, during the Restoration Term, Tenant shall complete the Restoration Obligations; provided however, the Restoration Obligations shall not include the replanting of trees, removing of access roads or regrading to existing conditions,and,as to any part of the Project located beneath the surface of the land, Tenant shall only be required to remove any part of the Project located beneath the surface of the land (such as, without limitation, footings and foundations) to a depth of twenty-four (24) inches below the surface of the land. Nothing contained in this Section shall be construed as precluding Tenant from taking any of the foregoing actions at any time during the Development Term,the Construction Term,or the Production Term.No less than thirty(30)days prior to the commencement of the Restoration Term, Tenant shall provide to Owner and maintain during the remainder of the Term one or more performance bonds,letters of credit,or another form of financial security in such type and amount determined in the Tenant's discretion, in each case in form and substance to secure Tenant's completion of the Restoration Obligations. The amount of any financial security maintained by Tenant pursuant to the prior sentence shall be reduced by the scrap and salvage value of the Project. In the event any federal, state, county or local governmental authority with jurisdiction over the Project or the Property requires bonding or other security securing decommissioning and the Restoration Obligations, then Tenant's satisfaction of those requirements shall satisfy all bonding or other security requirements under this Section 6.6. No less than thirty (30) days prior to the commencement of the Restoration Term, Tenant shall provide to Owner a decommissioning plan for Tenant's satisfaction of the Restoration Obligations. Section 6.7 Taxes. Tenant shall pay prior to delinquency any property taxes levied and assessed by any governmental authority upon any part of the Project placed on the Property by Tenant. Owner shall pay when due any taxes attributable to(a) improvements or facilities installed by Owner or others (excluding Tenant) on the Property and (b)the underlying value of the Property; provided, however, that if, following the Construction Commencement Date, the taxes against the underlying value of the Property are increased by reason of a change of use determination by a taxing entity (including roll-back taxes assessed up to five (5)years after termination or expiration of this Agreement, provided Owner uses good faith efforts to obtain agricultural exemptions, if applicable, during such time) or increased assessment of the Property 16 resulting from Tenant's Operations or any part of the Project thereon, then Tenant shall pay the entire amount of such increase so attributable. Owner and Tenant agree that during the Development Term hereof,no change in Owner's agricultural activities on the Property is required by this Agreement.Owner shall submit any real property tax bill regarding the Property and/or the Project (and any other communication from any government authority regarding the same) to Tenant within thirty(30)days after Owner's receipt thereof from the taxing authority. If any taxes payable by Tenant hereunder are levied or assessed in the name of Owner as part of the real property taxes payable by Owner, then, within thirty (30) days after Owner submits the real property tax bill to Tenant, Tenant shall reimburse Owner for all such taxes payable by Tenant hereunder. Tenant's obligations hereunder are subject to Tenant's right to contest pursuant to Section 6.1 and hereunder. Tenant shall have the right, in its sole discretion, to contest by legal proceedings (which may be brought in the name(s) of Owner and/or Tenant where appropriate or required), the validity or amount of any assessments or taxes for which Tenant is responsible hereunder. Owner shall in all respects cooperate with Tenant in any such contest. ARTICLE 7 OWNER'S OBLIGATIONS Section 7.1 No Interference. (a) Among the Lease Rights granted and conveyed by Owner to Tenant is the exclusive right to the flow of sunshine and solar irradiation to and across the Property. Owner covenants that neither Owner nor any other Person (other than Tenant and Persons claiming through or under Tenant) shall obstruct or interfere with such Lease Right for the free flow of sunshine and solar irradiation throughout the entire area of the Property ("Irradiation Lease Right"),which shall consist of horizontally three hundred and sixty degrees(360°)from each point within the Property where the Project is or may be located at any time or from time to time to the boundaries of the Property, and vertically through all space above the surface of the Property. (b) Accordingly, neither Owner's activities nor the exercise of any rights hereafter given or granted by Owner to any other Person (whether exercised on the Property or elsewhere), shall materially interfere with Tenant's then-existing lease or other rights relating to (i) access by Tenant or its Affiliates or contractors to the Property or any lands in the vicinity of the Property used by Tenant in the Operations associated with the Project,(ii) Operations of Tenant or its Affiliates or contractors on the Property or on any lands owned by Owner in the vicinity of the Property, (iii)the exercise of Tenant's rights under this Agreement, or(iv)the undertaking of any other activities permitted by Tenant hereunder. (c) Without limiting the generality of the foregoing, for so long as this Agreement is in effect, Owner covenants that,to ensure the Irradiation Lease Right referenced in Section 7.1(a), neither Owner nor any other Person that has obtained rights either from Owner or any party claiming, directly or indirectly, under Owner, shall interfere with solar irradiation or light direction over the entire Property or any lands owned or controlled by Owner in the vicinity of the Property on which Tenant or any Affiliate thereof owns, leases, operates or maintains Solarpower Facilities, and Owner shall not plant trees or construct buildings or other improvements that will adversely affect the full Irradiation Lease Right, or engage in any other activity on the Property or elsewhere, that might cause a decrease in the output or efficiency of 17 any of the Solarpower Facilities. The parties acknowledge and agree that the grant of the Irradiation Lease Right and the covenants by Owner contained in this Agreement are a material inducement for Tenant to enter into this Agreement, and each of the parties acknowledge and recognize that a violation of the terms hereof will cause irreparable damage to Tenant and Tenant may have no adequate remedy at law for such violation. Accordingly, each of the parties agrees that Tenant shall be entitled, as a matter of right, to an injunction from any court of competent jurisdiction restraining any violation of such covenants and to specifically enforce Tenant's exclusive right to the Irradiation Lease Right. This right to injunctive relief will be cumulative and in addition to whatever remedies Tenant may otherwise have at law. (d) In the event that Owner becomes a party to an oil and gas lease or sub- surface agreement or mineral interest lease or sub-surface agreement affecting the Property that is executed after the date hereof, Owner agrees to include surface use provisions in such oil and gas or mineral interest lease or surface agreement substantially as follows: Lessee agrees that its lease is subordinate and subject to all leases, lease rights and easements that are of record as of the date of this Lease. Further, lessee covenants and agrees that lessee shall take all reasonable actions to accommodate the use of the surface of the leased property by the surface owner or other persons or entities having rights of use of the surface of the leased property, regardless of whether such uses or rights of use arise before or after the date of this lease. Lessee shall not have the right to damage, relocate, or remove any surface structure or improvement, without the express written consent of the owner of such structure or improvement, regardless of when such surface structure or improvement was constructed or installed. Lessee acknowledges that lessor and third parties("Energy Tenant, "whether one or more) may execute one or more agreements, contracts, leases, or easements affecting the leased property authorizing the operation of solar power projects for generating electricity and related facilities on the leased property. Lessee agrees to fully cooperate with any Energy Tenant with regard to the use of the leased property. Lessee agrees to fully compensate any Energy Tenant for any damage caused by lessee to the facilities or property of such Energy Tenant. Lessee shall not drill any well or perform any subsurface activity within 300 feet of any solar power generating unit located on the leased property. Section 7.2 Compliance with Obligations. Owner shall comply on a timely basis with all of its legal and contractual obligations with respect to the Property, including the payment before delinquency of property taxes that are attributable to the underlying value of the Property or improvements thereon not owned by Tenant. If Owner fails to do so, then, without limitation upon any other rights or remedies that Tenant may have at law or in equity, Tenant may(but shall not be obligated to) pay or otherwise satisfy any unpaid property taxes or other obligations of Owner which, if left unsatisfied, could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, or the financing of the Project; and Tenant shall thereupon be subrogated to the rights of the obligee of such obligations. Without limitation on any other rights or remedies available to Tenant, any sums so expended by Tenant 18 shall, at Tenant's election, either be (i) immediately reimbursed to Tenant by Owner or(ii)offset against any Rent or other amounts then or thereafter due and payable to Owner under this Agreement. Section 7.3 Rights of Third Parties. (a) From and after the Effective Date, any right, title or interest created by Owner in favor of or granted to any third party shall be subject to (i)this Agreement and all of Tenant's rights, title and interests created hereby, (ii) any Lender's Lien then in existence on the leasehold estate created by this Agreement, (iii) Tenant's right to create a Lender's Lien and (iv)any and all documents executed or to be executed by Tenant in connection with this Agreement. (b) If at any time during the Term any Encumbrance to Owner's title to the Property which was created prior to the Effective Date is found,exists or is claimed to exist against the Property or any portion thereof, creates rights superior to those of Tenant, and Tenant in its sole discretion determines that the existence, use, operation, implementation or exercise of such Encumbrance could delay, interfere with, impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement or the financing of the Project,Tenant shall be entitled to seek to obtain a subordination, non-disturbance agreement, consent or other agreement, including a recognition agreement in favor of any Lender (in a form and containing provisions reasonably acceptable to Tenant or its Lenders) from the holder of such Encumbrance that will eliminate such risks for the benefit of Tenant, and Owner shall use its best efforts to assist Tenant in connection therewith. Section 7.4 No Ownership Rights. Owner acknowledges and agrees that (i) Tenant is and shall remain the exclusive owner and operator of the Project, which is Tenant's personal property and which shall not be deemed a fixture, (ii) Owner has no right or interest in or to the Project, (iii) Owner may not sell, lease,assign,mortgage,pledge or otherwise transfer,alienate or encumber the Project with the fee interest or leasehold or other rights in or to the Property or otherwise;and(iv)notwithstanding anything to the contrary herein,Tenant has the right to remove the Project and its other personal property from the Property at any time and from time to time, including upon the expiration or earlier termination of this Agreement, in accordance with Section 6.6. Without limiting the generality of the foregoing, Owner hereby waives any statutory or common law lien that it might otherwise have in or to the Project or any part thereof. Any and all solar resource data collected by or on behalf of Tenant after the Effective Date is the sole property of Tenant. The solar resource data shall be Confidential Information. Section 7.5 Cooperation. (a) Owner shall fully support and cooperate(and shall use reasonable efforts to cause any other Person with any other right, title or interest in the Property to cooperate) with Tenant in the conduct of its construction and Operations and in otherwise giving effect to the purpose and intent of this Agreement, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review,permit,entitlement, approval, authorization or other rights necessary or convenient in connection with construction 19 and Operations; and Owner shall (and shall use reasonable efforts to cause any such other Person to) promptly upon request, without demanding additional consideration therefor, execute, and, if appropriate, cause to be acknowledged and recorded, any map, application, permit or document that is reasonably requested by Tenant in connection therewith (as well as any amendment to this Agreement or any recordable memorandum executed in connection herewith for purposes of correcting or replacing property descriptions based on surveys or other relevant information obtained after the Effective Date, or making other non-substantive corrections, additions or substitutions). Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit,approval,authorization,entitlement or other consent,Owner agrees (and shall use reasonable efforts to cause any such other Person to agree)not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level.Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date, except those arising out of the interpretation and/or enforcement of the Agreement,Owner shall, in all respects,fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide the Memorandum of Lease Agreement in lieu of any affidavit by Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. (b) Owner shall, promptly after the Effective Date, make available to Tenant copies of any and all surveys that relate to the Property (to the extent such information relates directly to the proposed Project)to the extent that the same are in Owner's possession or under its control. Upon request from Tenant, Owner shall cooperate with Tenant's efforts to obtain subordination and/or non-interference agreements with the holders of any mineral interests or other parties having any surface rights to the Property. Owner shall provide Tenant with all information in Owner's possession reasonably required by Tenant to make contacts with such holders and to negotiate such agreements, including the names, addresses and phone numbers of contact persons and the locations of any other holder's or party's equipment, improvements, or facilities located or proposed to be located on the Property. (c) Owner shall cooperate with Tenant in its development of the Project by avoiding the pasturing of animals on or near portions of the Property at which Tenant's construction, removal,maintenance or other similar activities are occurring. (d) Owner shall not obstruct passage along,into or from any road or area within the Property that is accessed in connection with the Operations, except that Owner may fence and gate such areas and gate roads if it provides the keys or combinations to Tenant for any gate locks. (e) Prior to the Construction Commencement Date, Owner shall remove any tangible personal property (e.g. goods, equipment, inventory,vehicles,trailers, farm implements, farm animals, parts/accessories, barrels/containers, discard/rubbish materials, etc.) from the Property. Section 7.6 Setback Waiver. To the extent that(i) Owner now or in the future owns or leases any land adjacent to the Property, or (ii) Tenant or any Affiliate thereof owns, leases or 20 holds an easement over land adjacent to the Property and has installed or constructed or desires to install or construct any part of the Project on said land at and/or near the common boundary between the Property and said land, Owner hereby waives any and all setbacks and setback requirements, whether imposed by law or by any Person, including any setback requirements described in any applicable zoning ordinance or in any governmental entitlement or permit heretofore or hereafter issued to Tenant or such Affiliate. Further, if so requested by Tenant or any such Affiliate, Owner shall promptly, without demanding additional consideration thereof, execute, and if appropriate cause to be acknowledged and recorded, any setback waiver, setback elimination or other document or instrument required by any governmental authority or that Tenant or such Affiliate deems necessary or convenient to the obtaining of any entitlement or permit. Section 7.7 Confidentiality. Subject to any duties imposed by law by reason of recordation of the Memorandum of Lease Agreement, Owner shall hold in confidence, and shall require its principals,officers,employees,representatives and agents to hold in confidence,for the sole benefit of Tenant, (i) any accountings, (ii) all information pertaining to the Rent and to calculation of Rent payments (including the sale price of power), (iii) any other financial information provided by or on behalf of Tenant, (iv) any books, records, computer printouts, product designs or information regarding Tenant or an Affiliate thereof and (v) any information regarding resource assessment, energy output or availability from Operations on the Property (collectively, "Confidential Information"), whether disclosed by Tenant or an Affiliate thereof or discovered by Owner, unless such Confidential Information either(i) is in the public domain by reason of prior publication through no act or omission of Owner or its principals, officers, employees,representatives or agents,or(ii)was already known to Owner at the time of disclosure and which Owner is free to use or disclose without breach of any obligation to any Person. Owner shall not use any such Confidential Information for its own benefit,publish or otherwise disclose such Confidential Information to others, or permit the use of such Confidential Information by others for their benefit or to the detriment of Tenant. Notwithstanding the foregoing, Owner may disclose such information to (1) Owner's lenders, attorneys, accountants and other personal financial advisors, or(2) any prospective purchaser of the Property;provided that in making such disclosure Owner advises the party receiving the information of the confidentiality thereof and obtains the agreement of said party to abide by the confidentiality provisions above, and Owner shall be responsible to Tenant for any failure of any such third party to do so. Owner may also disclose such information pursuant to any lawful subpoena or court order, in which case Owner shall give Tenant sufficient advance notice of such proceedings to allow Tenant to oppose the issuance of the same (or, if this is not possible, as much notice as is practicable).Notwithstanding the foregoing, certain Laws, such as Iowa Code Chapter 22, may require the disclosure of certain information or materials otherwise classified as Confidential Information,and no provision of this Agreement shall be construed to preclude Owner from disclosing information or materials that is required to be disclosed pursuant to any Laws, including but not necessarily limited to Iowa Code Chapter 22;provided,however,that prior to such disclosure required pursuant to any Laws,Owner shall promptly notify Tenant in writing of the request for disclosure and provide Tenant with copies of all relevant documents related to the request for disclosure and allow Tenant to take any and all actions Tenant deems necessary and appropriate to protect its Confidential Information, including, but not limited to,intervening in any legal proceedings related to the disclosure of the Confidential Information. 21 Section 7.8 Division of Lease. If Tenant from time to time so requests and provided that no uncured Event of Default then exists under this Agreement, Owner shall promptly divide the Agreement into two (2)or more separate, independent agreements for separate and distinct solar power projects by entering into two or more new agreements that provide Tenant with separate leasehold rights to different portions of the Property, as designated by Tenant. Each of such new agreements shall (i)contain the same terms and conditions as this Agreement (except for any requirements that have been fulfilled by Tenant prior to the execution of such new agreements),(ii) be for a term equal to the remaining Term,(iii)contain a grant to Tenant of rights similar to the Lease Rights, covering such portion or portions of the overall Property as Tenant may designate, (iv) require payment to Owner of only a proportionate amount of Rent, and (v) enjoy the same priority as this Agreement over any Encumbrance created by Owner. Further, in the event of an uncured Event of Default(as defined below)by the Tenant under any such new agreement, such default shall not affect, or cause a termination of, this Agreement or any other separate new agreement. Section 7.9 Estoppel Certificates. Owner shall, within twenty (20)days after request by Tenant or any Lender, execute and deliver an estoppel certificate substantially in the form of Exhibit D,attached hereto, (i)certifying(if true)that this Agreement is in full force and effect and has not been modified, (ii) certifying (if true) that to the best of Owner's knowledge there are no uncured Events of Default hereunder, and no condition or event exists which, with the passage of time, would become an Event of Default (or, if any uncured Events of Default or any such conditions or events exist, stating with particularity the nature thereof),(iii) certifying the status of any conditions subsequent provided in this Agreement and(iv) containing any other certifications as may reasonably be requested. Any such statements may be conclusively relied upon by Tenant and any existing or proposed Lender. The failure of Owner to deliver any estoppel certificate within such time shall be conclusive upon Owner that(i)this Agreement is in full force and effect and has not been modified, (ii)there are no uncured Events of Default by Tenant hereunder, and no conditions or events exist which,with the passage of time,would become an Event of Default, (iii) any conditions subsequent set forth in this Agreement have been satisfied(except to the extent that such satisfaction, by the terms of this Agreement, is not due to occur until a future date) and (iv)the other certifications so requested are in fact true and correct. Section 7.10 Representations and Warranties of Owner. Owner hereby represents and warrants to Tenant that, as of the Effective Date: (a) (i) Owner is the sole fee owner of the Property (or the lesser interest designated in the Basic Terms and Conditions,as the case may be),and Owner's ownership interest is subject to no Encumbrances or any agreements that could affect Tenant's use, possession or occupancy of the Property except those filed in the Real Property Records and those unrecorded tenancies, lease agreements, claims of lease, or other occupancies or rights of Possession as enumerated in Exhibit B hereto, true and correct copies of which have been provided to Tenant, (ii) each Person signing this Agreement on behalf of Owner is authorized to do so,(iii)Owner has the full and unrestricted legal power, right and authority to enter into this Agreement,to grant the Lease and the Lease Rights to Tenant and to perform its obligations hereunder,(iv)no other Person (including any spouse) is required to join in this Agreement in order for the same to be fully enforceable by Tenant and for Tenant to enjoy all the rights and benefits accorded to it hereunder, 22 (v)this Agreement,the Lease and the Lease Rights are and will be in full force and effect, without the necessity of any consent of or joinder herein by any other Person, (vi)this Agreement constitutes the valid and binding obligation of Owner, and is enforceable in accordance with its terms and(vii)Owner is not the subject of any bankruptcy, insolvency or probate proceeding. (b) To the best of Owner's knowledge,neither this Agreement nor the Property or any portion thereof is in violation of any Law. Each parcel of the Property is a separate legal parcel which may be developed, leased and financed in compliance with applicable subdivision laws and all local ordinances adopted pursuant thereto. (c) To the best of Owner's knowledge, there are no pending or threatened actions, suits, claims, legal proceedings or any other proceedings affecting or that could affect the Property or any portion thereof, at law or in equity, before any court or governmental agency. (d) To the best of Owner's knowledge,there are no commitments or agreements with any governmental agency or public or private utility affecting the Property or any portion thereof that have not been disclosed by Owner to Tenant and listed on Exhibit B hereto. (e) To the best of Owner's knowledge,there are no other material adverse facts or conditions relating to the Property or any portion thereof that could delay,interfere with,impair or prevent Operations or the exercise of any of Tenant's other rights under this Agreement, the Lease or the Lease Rights, or the financing of the Project. (f) To the best of Owner's knowledge, the Property is not enrolled in any and does not benefit from any tax abatements, reduced tax assessments, or other tax programs that are reasonably expected to be lost as a result of the construction and operation of the Project on the Property,resulting in an increase in taxes assessed against the Property. (g) Notwithstanding any other term or provision of this Agreement, except as expressly set forth in this Agreement, Owner does not provide any warranty or representation with respect to the condition of the Property or its suitability for Tenant's desired uses,and Owner does not, and cannot, provide any warranty or representation that Tenant will be issued or obtain all required or necessary permits, licenses, or approvals as required under any Laws. Owner shall reasonably support and cooperate with efforts undertaken by Tenant to secure any such required or necessary permits, licenses,or approvals (see Section 7.5). ARTICLE 8 DEFAULT; REMEDIES; PROTECTION OF LENDERS Section 8.1 Default. (a) Except as qualified by Section 8.2 and 8_4, if Tenant fails to perform its obligations under this Agreement(an"Event of Default"),then Owner shall have the right to seek actual monetary damages,specific performance,and/or injunctive relief if Tenant shall have failed to cure such Event of Default, within thirty (30) days in the case of a Monetary Default or within one hundred twenty (120)days in the case of a Non-Monetary Default, after Tenant has received written notice from Owner stating with particularity the nature and extent of such Event of Default and each Lender has received a duplicate copy of such notice as required by Section 8.4(a"Notice 23 of Default"); provided, however, that, in the case of a Non-Monetary Default, if the nature or extent of the obligation or obligations is such that more than one hundred twenty (120) days are required in the exercise of commercially reasonable diligence for performance of such obligation(s), then Tenant shall not be in default if Tenant commences such performance within such one hundred twenty (120) day period and thereafter pursues the same to completion with commercially reasonable diligence. For purposes hereof, a"Monetary Default"means an Event of Default consisting of the failure to pay when due any Rent or other monetary obligation of Tenant to Owner under this Agreement and any other Event of Default is sometimes referred to herein as a"Non-Monetary Default." (b) Owner's failure to perform any one of the following shall constitute an event of default of Owner ("Owner Event of Default"): (i) failure of any representation or warranty made by Owner in this Agreement to be true and correct in all material respects at any time during the Term,or(ii)the failure to comply with any provision of this Agreement, and such failure shall continue uncured for thirty (30) days after notice thereof by Tenant, provided that Owner is using commercially reasonable efforts to pursue such cure and provided,further, if such failure is not capable of being cured within such period of thirty (30) days with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time so long as Owner is exercising commercially reasonable efforts to cure such failure. Upon the occurrence and during the continuation of an Owner Event of Default, Tenant: (i) shall have the right to pursue any and all remedies under this Agreement, at law or in equity and (ii)may terminate this Agreement. The failure to obtain any permit, license, or approval, as required by any Laws, shall not be a default of Owner. Section 8.2 Owner's Right to Terminate for Monetary Default. (a) If and only if a Monetary Default shall occur,and such Monetary Default is not disputed in good faith by Tenant or a Lender through implementation of the escrow described in (b)below, then notwithstanding anything to the contrary contained in this Agreement, Owner may terminate this Agreement while such Monetary Default is still continuing if both of the following occur: (i) Tenant fails to cure the Monetary Default within thirty (30) days after receipt of the written Notice of Default from Owner (with a simultaneous duplicate copy to each Lender as set forth in Section 8.1(a) and Section 8.4), and then Tenant fails to cure the Monetary Default within thirty (30) days after receipt of a second Notice of Default from Owner(with a simultaneous duplicate copy to each Lender), which states in 14 point bold and all capitalized print at the top of the first page of the Notice of Default: NOTICE OF DEFAULT: FAILURE TO RESPOND COULD RESULT IN TERMINATION OF LEASE, and (ii) all Lenders fail to cure the Monetary Default within the forty five (45) day period permitted to them after receipt of their duplicate Notice of Default, all pursuant to Section 8.4. 24 (b) If Owner alleges that a Monetary Default has occurred but Tenant or any Lender,in good faith,disputes Owner's contention,Tenant or such Lender may deposit the amount in controversy in escrow with any reputable third party escrow agent, or may interplead the same, which amount shall remain undistributed until final, non-appealable decision by a court of competent jurisdiction or agreement of the parties. (c) Upon termination or expiration of this Agreement, and in connection with any Event of Default for which Owner has terminated this Agreement, Owner shall be entitled to pursue any and all remedies or relief provided under this Agreement or otherwise available to Owner under Iowa law, including but not limited to, any action of any kind to evict, eject, or remove the Tenant or any of its property or assets from the Property, including but not limited to specific performance, or for damages. The Restoration Obligations of Tenant shall survive termination or expiration of this Agreement and,without limiting this subsection(d), Owner shall be entitled to commence an action of any kind to seek recovery of damages or other relief in connection with Tenant's failure to perform its Restoration Obligations as required under this Agreement. Any remedies or relief available to Owner shall survive any termination of this Agreement. Section 8.3 Limitation on Remedies. Except as otherwise expressly set forth in this Section 8, at all times after the Construction Commencement Date, Owner shall not (and hereby waives the right to) seek or commence any action or proceeding involving ejectment, eviction, removal of the Project from the Property, or any other similar remedy or rescission or reformation of this Agreement, and Owner shall be limited to the remedies authorized in Section 8.1 and 8_2 based on the type of Event of Default(Monetary or Non-Monetary); to be clear, Owner may only terminate this Agreement for uncured Monetary Default in accordance with Section 8.2. Each of the parties hereby waives any right to recover consequential damages, indirect or special damages or lost profits. except as otherwise permitted by this Agreement, and further subject to the qualification that any damages that arise directly from a default with respect to an obligation of Tenant or Owner shall not be construed as being an item of consequential damages or an indirect or special item of damages. In any event, however, lost revenue or loss profits shall not be recoverable. Section 8.4 Protection of Lenders. (a) If Tenant has assigned, hypothecated, mortgaged or pledged all or any portion of its right,title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project, it shall promptly give notice of the same (including the address of the Lender) to Owner, together with a general description of the interest transferred; provided, however that the failure to give such notice shall not constitute a default or Event of Default under this Agreement but rather shall only have the effect that Owner shall not be required to recognize or be bound by such assignment, hypothecation, mortgage or pledge (and all notice and other requirements in this Article 8 benefiting such Lender shall accordingly be inapplicable to Owner) until such notice shall have been given. (b) Every Lender shall have the right, but not the obligation, (i)to make any payments due under this Agreement, and(ii)to do any other act or thing that may be necessary or 25 appropriate to be done in the performance and observance of the terms hereof. All payments so made and all things so done and performed by any Lender shall be as effective to prevent or cure any Event of Default under this Agreement as they would have been if made, done and performed by Tenant, and Owner agrees to accept such performance, payment and cure. Owner agrees to accept such payment and performance, and authorizes the performing Lender (or its employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all the rights,privileges and obligations of Tenant hereunder. (c) Owner agrees for the benefit of each Lender that it will not, without the prior consent of such Lender (which consent shall be given or withheld on the basis of the documents governing the relationship between such Lender and Tenant): (i) amend or modify, or take any action causing, consenting to or accepting the amendment or modification of this Agreement,if such amendment or modification would reduce the rights or remedies of such Lender hereunder or impair or reduce the security for any Lender's Lien, (ii)by agreement with Tenant, cancel,terminate or suspend this Agreement,the Lease or the Lease Rights or(iii)take any action causing,consenting to or accepting the cancellation,termination or suspension of this Agreement, the Lease or the Lease Rights. (d) Owner shall deliver to each Lender a duplicate copy of any and all Notices of Default that Owner may from time to time deliver to Tenant, and such copies shall be delivered to each such Lender at the same time such Notices of Default are delivered to Tenant. Failure to serve a copy of any such Notice of Default to any Lender shall render the Notice of Default to Tenant ineffective. (e) Upon Tenant's failure to cure any Event of Default within the time provided in Section 8.1,the Lenders shall have an additional forty five (45)days (running concurrently for each Lender)after the expiration of the time provided in Section 8.1 and Section 8.2 to cure such Event of Default. However, if such Event of Default is a Non-Monetary Default and cannot, in the exercise of commercially reasonable diligence, be cured within such additional forty-five (45) day period,then such Lenders shall have such additional time (running concurrently for each Lender) to cure such Event of Default as may be reasonably necessary using commercially reasonable diligence. Any Non-Monetary Default that cannot be cured by such Lenders shall nevertheless be deemed to have been cured and remedied if(i)on or before forty five (45)days after receiving the Notice of Default from Owner, any such Lender shall have acquired Tenant's then-remaining right, title and interest in the Property, or shall have commenced foreclosure or other appropriate proceedings for such purposes and shall be prosecuting such proceedings to completion with commercially reasonable diligence, (ii)any such Lender shall have fully cured within such forty five (45) day period any failure to perform any monetary obligations of Tenant hereunder and shall thereafter continue to perform such monetary obligations, and (iii) after obtaining Tenant's then-remaining right, title and interest in the Property, any such Lender commences performance of the non-monetary obligations of Tenant hereunder and thereafter pursues the same to completion with commercially reasonable diligence. All rights of Owner to terminate this Agreement as a result of the occurrence of a Monetary Default hereunder shall be expressly conditioned upon (i)each such Lender having first received a copy of the Notice of Default as and when provided in Section 8.4(d)and(ii) such Lenders having together failed to cure the Event of Default(or,in the case of a Non-Monetary Default,acquire possession of the Property 26 or commence foreclosure or other appropriate proceedings) as set forth, and within the time specified, in this Section 8.4(e). (f) If any such Lender is prohibited by any process or injunction issued by, or by reason of any action of, any court having jurisdiction over any bankruptcy, reorganization, insolvency or other debtor-relief proceeding from commencing or prosecuting foreclosure or other appropriate proceedings,then the times specified in Section 8.4(e)for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided, however, that such Lender (or another Lender) shall have fully cured, within the time specified in Section 8.4(e), any failure to perform any monetary obligations of Tenant hereunder, and shall thereafter continue to perform such monetary obligations when and as due hereunder. (g) The transfer of Tenant's interest under this Agreement to any Lender and/or to one or more purchasers or tenants (i) at a foreclosure sale by judicial or nonjudicial foreclosure and sale, (ii)by a conveyance by Tenant in lieu of foreclosure or(iii)by any other assignment or conveyance, including by a Lender following foreclosure and sale,or as a result of any other legal proceeding, shall not require the consent of Owner, provided that such Lender and/or purchaser shall provide written notice to Owner of the transfer of Tenant's interest under this Agreement not later than thirty (30) days thereafter, and Owner agrees that upon such foreclosure, sale, conveyance, assignment or other proceeding, Owner shall recognize such Lender or such other purchaser(s) or Tenant(s) as the successor to Tenant under this Agreement; provided, however, that, subject to Section 8.4(i), such Lender or such purchaser or Tenant assumes the obligations of Tenant under this Agreement and pays all amounts in arrears due from Tenant to Owner hereunder. (h) Neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Agreement. If this Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if this Agreement is terminated for any reason in connection therewith, and if, within sixty (60) days after receiving notice of such rejection or termination, any Lender shall so request, then, so long as such Lender has cured any Monetary Default and is making commercially reasonable efforts to cure any Non-Monetary Default as provided herein, Owner shall execute and deliver to such Lender or its designee a new agreement, which new agreement shall (i)be on the same terms and conditions as this Agreement(except for any requirements that have been fulfilled by Tenant prior to rejection or termination of this Agreement), (ii)be for a term equal to the remaining Term before giving effect to such rejection or termination, (iii) contain a lease of the portion of the Property in which such Lender had an interest on the date of such rejection or termination, (iv) contain a grant to the Lender of lease rights similar to the Lease Rights,covering such portion or portions of the overall Property as such Lender may designate, (v)require payment to Owner of only a proportionate amount of Rent, (vi)enjoy the same priority as this Agreement over any lien,Encumbrance or other interest created by Owner, and (vii) be executed within thirty (30) days after receipt by Owner of notice of the Lender's election to enter into a new agreement. (i) No Lender shall have any duty, obligation or liability under this Agreement prior to the time of its entry into physical possession of the Property or its commencement of performance of Tenant's obligations under this Agreement or under a new agreement entered into as provided in Section 8.4(h). If a Lender elects to perform Tenant's obligations under this 27 Agreement or to enter into a new agreement as provided in Section 8.4(h),then such Lender shall not have any personal liability to Owner for the performance of such obligations, and the sole recourse of Owner in seeking the enforcement of such obligations shall be to such Lender's interest in the Project and under this Agreement. If a Lender assigns its interest in this Agreement or in a new agreement entered into pursuant to Section 8.4(h) to any Person, then, provided that such assignee assumes the obligations of Tenant (or such Lender, as the case may be) under this Agreement, such Lender shall be released from any further liability hereunder. (j) There shall be no merger of the Lease or the Lease Rights, or of the leasehold estate or interest created thereby,with the fee estate in the Property by reason of the fact that the Lease,the Lease Rights or said leasehold estate may be held, directly or indirectly, by or for the account of any Person who owns such fee estate or any interest therein,and no such merger shall occur unless and until all persons then having an interest in such fee estate and all persons (including any Lender)then having an interest in or under the Lease or the Lease Rights,shall join in a written instrument effecting such merger and duly record the same. (k) Without limitation as to Tenant's rights under Section 7.3(b), if there is an existing deed of trust, mortgage or similar security instrument or Encumbrance creating a lien against the Property (each a "Mortgage"), Owner agrees to promptly obtain from the holder of each such Mortgage (each, a "Mortgagee"), an executed subordination and non-disturbance agreement (an "SNDA") assuring Tenant, any holder of a sub-easement and/or a sublease, and their respective Lenders that notwithstanding any default by Owner, or any foreclosure or deed in lieu thereof, Tenant's (and its successors', assigns', sublessees', and subeasement holders')rights under this Agreement shall continue in full force and effect and their use and possession of the Property shall remain undisturbed in accordance with the provisions of this Agreement. Such SNDA will be in a form reasonably acceptable to Tenant, any holder of a subeasement and/or a sublease, and their respective Lenders, and, at Tenant's sole option, shall be in the form of a direct SNDA with a holder of a subeasement and/or sublease. ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Right to Assign or Sublet. Tenant may assign or sublet or apportion or grant subeasements in or to all or any of Tenant's right, title and interest under this Agreement, in the Lease and/or in the Lease Rights so long as written notice of such assignment is provided to Owner after such assignment is effective. Upon any assignment of all of Tenant's right,title and interest under this Agreement, in the Lease and in the Lease Rights, the assigning Tenant shall automatically(without the need for any writing)be released from all of its obligations and liability under this Agreement, except for liabilities that accrued prior to the date of such transfer. Section 9.2 Right To Encumber. Tenant may, at any time and from time to time, conditionally or unconditionally,without obtaining the consent of Owner,hypothecate,mortgage, grant or pledge all or any portion of Tenant's right, title or interest under this Agreement, in the Lease, in the Lease Rights and/or in any portion of the Project to any Lender as security for the repayment of any indebtedness and/or the performance of any obligation relating in whole or in part to the Project or Operations (a"Lender's Lien"). 28 ARTICLE 10 GENERAL PROVISIONS Section 10.1 Insurance. Tenant shall obtain and keep in effect a broad form commercial general liability insurance policy (or its contemporary equivalent), including bodily injury and property damage coverage, with a limit of no less than Five Million Dollars ($5,000,000), during the Production Term,and no less than Two Million Dollars($2,000,000),during the Development Term and the Construction Term, of combined single limit liability coverage per occurrence, accident or incident, with a commercially reasonable deductible. The Tenant shall cause the Owner to be named as an additional insured in such policy, and such policy shall be issued on a primary and non-contributory basis and Tenant shall deliver to the Owner a certificate of insurance evidencing said policy, which certificate shall provide that(i)the Owner shall be given notice of any cancellation or termination of such insurance in accordance with policy terms but not less than thirty (30) days and (ii)the insurer waives all rights of subrogation against Owner in connection with any loss or damage covered by such policy. Tenant may satisfy its insurance obligations under this Section 10.1 through individual insurance policy or policies,blanket insurance policies or through a program of self-insurance. Owner will carry commercial general liability insurance coverage covering Owner's indemnity obligations hereunder as well as occurrences, accidents and incidents resulting from Owner's actions on the Property that(1)occur from and after the Effective Date(regardless of when the claim is filed)and(2)result of bodily injury,personal injury or death to any Person and/or damage or destruction of property. Said insurance shall have a combined single limit of liability per occurrence of not less than one million dollars($1,000,000)on a single limit/primary basis and not less than two million dollars ($2,000,000) on an aggregate basis, or such greater amounts as are typical for comparable projects. Tenant and Lender (if any) shall be named as additional insureds under Owner's Commercial General Liability policy. Upon written request by Tenant, Owner shall deliver to Tenant a certificate of insurance evidencing said policy, which certificate shall provide that(i)the Tenant and Lender(if any) shall be given notice of any modification, cancellation or termination of such insurance in accordance with policy terms, and (ii) the insurer waives all rights of subrogation against Tenant in connection with any loss or damage covered by such policy. Section 10.2 Environmental Matters. (a) Owner represents and warrants that, to the best of Owner's knowledge: (i)the Property is in compliance with Environmental Laws (defined below); and (ii)there are no Hazardous Materials(defined below)in,on,or under the Property,other than herbicides,pesticides and fertilizers that have been stored,mixed and applied on the Property in compliance with normal agricultural practices and in compliance with Environmental Laws. The Tenant acknowledges that Owner has not performed due diligence, testing, examinations, studies, or related activities with respect to the Property subject to this Agreement. (b) Tenant assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to Tenant's use of the Property and (ii)all remediation and other requirements of Environmental Laws related to Hazardous Materials, to the extent located on or released on,from or onto,the Property by Tenant or its contractors. Owner assumes responsibility for and agrees to comply with (i) all Environmental Laws applicable to (A) Owner's use of the Property, or(B) any conditions existing prior to Tenant's first use of the Property pursuant to this 29 Agreement, and (ii) all remediation and other requirements of Environmental Laws related to (as well as all consequences of the existence of)Hazardous Materials located on or released on, from or onto,the Property prior to Tenant's first use of the Property or as a result of the acts or omissions of Owner or its employees, agents, invitees, contractors or tenants (other than Tenant). (c) "Environmental Laws"means any and all federal, state, local,and foreign environmental, health and/or safety-related laws, ordinances, codes, rules, regulations (as interpreted by judicial and administrative decisions) relating to protection of the environment, health and safety, and natural resources. Environmental Laws includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 6901 et seq., the rules and regulations of and enforced by the Iowa Department of Natural Resources ("Environmental Code"), and the common law. (d) "Hazardous Materials" means (i)any and all substances, materials, chemicals, and wastes regulated by Environmental Laws; (ii)"hazardous substance,""pollutant or contaminant," "petroleum," and "natural gas liquids" as such terms are defined or used in Section 9601 of CERCLA or by the Environmental Code; or(iii)hazardous wastes, as defined by RCRA. (e) No liability shall arise in Tenant from the mere discovery of facts or conditions existing or pertaining to the Property. Section 10.3 Use of Water. (a) Owner hereby grants to Tenant a non-exclusive right to use water from any and all existing wells on the Property (the "Wells"), together with associated rights to access the Wells, in connection with the Project. The Wells may not be used by Tenant for other purposes . or the water sold to third parties. Tenant shall have no obligation to maintain, repair, or replace the Wells; provided, however, that if Tenant's, or its contractors', employees', agents, invitees', representatives', or tenants' use of the Wells directly damages or destroys a Well, Tenant shall reimburse Owner for the reasonable and actual costs for the repair of the Well. Tenant agrees that its use and enjoyment of the Wells shall be undertaken in a manner that does not materially interfere with Owner's use and enjoyment of the Wells. (b) To the extent permitted by applicable Laws, Owner grants to Tenant, at Tenant's sole cost and expense, the right to install, construct, drill, maintain, repair, replace, relocate, remove and reconstruct a water well, water line, and related facilities on the Property in connection with the Project(the"Well Facilities"). (c) To the extent permitted by applicable Laws, Owner leases to Tenant the right to use the surface water pertaining or appurtenant to the Property in connection with the Project. 30 (d) Tenant shall pay Owner, or a governmental entity as directed by applicable Laws,the fair market value per acre foot of water delivered to and used by Tenant calculated based on the location of the Property and subject to applicable Laws. Section 10.4 Indemnity. Owner and Tenant, on behalf of itself and its principals, members, officers, employees, agents,representatives,contractors, successors and assigns (the "Indemnifying Party"), shall indemnify, defend and hold harmless the other party and its principals, members, officers, employees, agents, representatives, contractors, successors and assigns (collectively, the "Indemnified Party") from and against any Expenses, including arising from (i)physical damage to property (including the personal property of the Indemnified Party)or physical injury to or death of any person,in each case to the extent caused by the negligence or misconduct of the Indemnifying Party, (ii)any violation by the Indemnifying Party of any Law, or (iii)any material default by the Indemnifying Party,or any failure to be true of any representation or warranty made by the Indemnifying Party, under this Agreement. The reference to property damage in the preceding sentence does not include losses of rent,business opportunities,profits and other consequential damages that may result from Owner's loss of use of any portion of the Property occupied by the Project pursuant to the Lease or the Lease Rights; provided, however, that an Indemnifying Party shall have no obligation to indemnify or defend any Indemnified Party with respect to any Expenses that result or arise from an Indemnified Party's acts or omissions,negligence or willful misconduct. The parties acknowledge that if Owner is a quasi-governmental entity that may have limited legal authority and financial capacity to indemnify Tenant; then in the event the Indemnifying Party under this Section is Owner, Owner shall indemnify Tenant to the extent of its legal and financial capacity. Section 10.5 Safety Measures; Waiver and Recognition. (a) Owner authorizes Tenant to take reasonable safety measures to reduce the risk of damage to the Project or the risk that the Project will cause damage, injury or death to people, livestock, other animals or property, and Tenant may construct fencing around the Project and take other security precautions if Tenant determines, in its sole discretion, that such fencing and/or security measures will reduce such risks of damage,death or injury or will protect Tenant's property. The cost of any fencing constructed by Tenant, or of any other such security measures taken by Tenant, shall be borne solely by Tenant. Owners shall comply with all safety, environmental, security, or other procedures reasonably set forth by Tenant as required for compliance with all applicable rules, regulations, laws, orders, and standards, including those set forth by the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation (including the Critical Infrastructure Protection standards), any other applicable regulatory authority, and any other applicable standard setting-entity generally recognized in the energy industry. (b) Owner is aware of the potential risks associated with electromagnetic and stray voltage resulting from the production and transmission of electricity, and knowingly waives all claims resulting from these causes, and owner shall have no right to indemnity pursuant to Section 10.4 for any such claims. Owner additionally recognizes the need to exercise extreme caution when in proximity to any portion of the project and the importance of respecting gates, 31 fences, signage, rules and other safety measures utilized by tenant, and owner agrees to exercise such caution and respect such measures at all times and to cause its principals,members, officers, employees,agents,representatives and contractors to do the same,with failure to do so constituting a material default and subjecting owner to an obligation of indemnity for the consequences thereof as set forth in Section 10.4. Section 10.6 Casualty and Condemnation. (a) If all or part of the Property is proposed to be taken as a result of any action or proceeding in eminent domain, or is proposed to be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain(collectively,a"Taking"),Owner shall provide Tenant with immediate written notice of any impending proceeding or meeting related to such Taking and shall not in the absence of Tenant settle with the Taking authority or agree on compensation for such Taking. (b) After payment of all reasonable fees and expenses incurred by Owner and/or Tenant in collecting the award, any award or other compensation ("Award") payable as a consequence of such Taking shall be paid to Owner and Tenant in accordance with their interests in the Property, as follows: (i) Tenant shall first be entitled to receive out of the Award (A)the value of the leasehold estates pursuant to the Lease and the Lease Rights in the portions of the Property subject to the Taking that would have existed but for the Taking; and(B)the value of the Project; and (C)any other compensation or benefits payable by law to Tenant as a consequence of the interruption of Tenant's business and the other costs and expenses incurred by Tenant as consequence of the Taking; and thereafter, (ii) Owner shall be entitled to receive out of the Award(A)the value of its fee interest in the Property; and(B) any remainder of the Award. (c) This Agreement shall terminate as to any portion of the Property so condemned or taken(except in the case of a temporary Taking after the duration of which Tenant desires to continue this Agreement, and the Term shall be extended, in such event, by the duration of such temporary Taking). (d) Following any casualty event affecting the Property, or any other facilities installed thereon by Tenant, including,without limitation,any earthquake or wildfire,Tenant shall have the right to terminate this Agreement in the event any of the following events occurs: (i) Net insurance proceeds(after deducting the cost of recovery of such proceeds) are not available to pay one hundred percent (100%)of the cost of such repair, excluding any deductible that Tenant may be required to pay pursuant to other provisions of this Agreement; (ii) The Property or any facilities installed thereon by Tenant cannot, with reasonable diligence, be fully repaired by Tenant within one hundred twenty (120)days after the date of the damage or destruction; or 32 (iii) The Property or any facilities installed thereon by Tenant cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. (e) If Tenant elects to terminate this Agreement, pursuant to Section 10.6(d), Tenant may give Owner written notice of its election to terminate within thirty(30)days after such damage or destruction, and this Agreement shall terminate fifteen (15) days after the date Owner receives such notice. To the extend received by Tenant and applicable to such casualty event, proceeds from insurance maintained by Tenant under Section 10.1 of this Agreement shall be used by Tenant to complete the Restoration Obligations. If Tenant elects not to terminate this Agreement,Tenant shall,following the date of such damage or destruction,commence the process of obtaining necessary permits and approvals, and shall commence repair of its facilities on the Property as soon as practicable and thereafter prosecute the same diligently to completion,in which event this Agreement shall continue in full force and effect. All insurance proceeds from insurance maintained by Tenant under Section 10.1 shall be disbursed and paid to Tenant. Tenant shall not be entitled to any compensation or damages from Owner for loss of the use of the Property,damage to Tenant's facilities or personal property or any inconvenience occasioned by such damage,repair or restoration Section 10.7 Notices. Any notices, statements, requests, demands, consents, correspondence or other communications required or permitted to be given hereunder shall be in writing and shall be given personally,by certified or registered mail,postage prepaid,with delivery confirmation, return receipt requested, or by overnight or other courier or delivery service, freight prepaid,to the address of the party to be notified indicated in the Basic Terms and Conditions(and if to a Lender, the address indicated in any notice to Owner provided under Section 8.4(a)). If to Tenant, a copy shall also be sent (which shall not constitute notice) to any and all Lenders, to Tenant's counsel at the address below, and any other party designated by Tenant in writing. With a copy to: Carl H. Bivens, Esq. Troutman Pepper Locke 1001 Haxall Point Richmond, Virginia 23219 Notices delivered by hand shall be deemed delivered when actually received, and notices sent by certified or registered mail with delivery confirmation or by overnight or other courier or delivery service shall be deemed delivered upon actual receipt, and shall be deemed to have been given on the day of actual delivery to the intended recipient(as evidenced by written acceptance of delivery by the recipient)or on the day delivery is refused. Owner and Tenant and any Lender may change its address for receipt of notices by sending notice hereunder of such change to the other party(in the case of a Lender, both parties) in the manner specified in this Section. Notwithstanding the foregoing, any amounts payable to Owner under this Agreement shall be deemed tendered three (3)days after a check for the same,addressed to Owner's address above,is deposited in the United States mail, first-class postage prepaid. Section 10.8 Force Majeure. Notwithstanding any other provision of this Agreement,the obligations of Owner and Tenant under this Agreement(other than monetary obligations, none of 33 which shall be excused or delayed by reason of this Section) shall be suspended and excused, and the term, and any other time periods set forth herein shall continue and be extended for a like period of time,while such party is hindered or prevented,in whole or in part,from complying with any term, covenant, condition or provision of this Agreement, by any Event of Force Majeure. Section 10.9 Meetings with Third Persons. During the Term, Tenant and its representatives,agents and contractors shall have the right to(i)meet with governmental agencies and with any other Persons with whom Owner has contractual arrangements in connection with or relating to the Property or any portion thereof, and(ii) discuss with any such Persons the terms of this Agreement, the terms of any contractual arrangements between Owner and any such Person, and any other matters relating to the Property or Tenant's intended use of the Property. Section 10.10 Termination by Tenant. (a) Tenant shall have the right to terminate this Agreement as to all or any portion of the Property at any time and without cause, and shall execute and cause to be acknowledged and recorded in the Real Property Records a release describing the portion of rights, title or interest released, which release shall be deemed delivered to and accepted by Owner upon such recordation. Tenant shall provide Owner notice of any such termination. The portion of the Property remaining after any partial termination of this Agreement shall thereafter be the "Property" for purposes of this Agreement and all payment amounts based on acreage shall be adjusted accordingly. Upon termination of the Lease in its entirety prior to the Construction Commencement Date,Tenant shall not have any obligations with respect to the Restoration Term or the Restoration Obligations. (b) No act or failure to act on the part of Tenant(including,without limitation, non-use of any portion of the Property for any particular period of time) shall be deemed to constitute an abandonment or surrender of the Lease,the Lease Rights or any portion thereof other than Tenant's releases given pursuant this Section 10.10. (c) Following the expiration or earlier termination of this Agreement and Tenant's completion of its obligations with respect to the Restoration Term, Tenant shall execute and cause to be acknowledged and recorded in the Real Property Records a release of all of Tenant's right,title and interest in the Property. (d) Notwithstanding any other Section or provision of this Agreement to the contrary, Owner shall have the right to terminate this Agreement at any time, with or without cause,during the Restoration Term.The limitation of remedies available to Owner hereunder shall otherwise apply in the event Owner terminates this Agreement during the Restoration Term. In the event Owner terminates this Agreement during the Restoration Term, then all of Tenant's obligations under the Restoration Term, including, without limitation, satisfaction of the Restoration Obligations, shall become null and void and Tenant shall not have any further obligations with respect to the Restoration Term or Restoration Obligations. 34 Section 10.11 Third Party Beneficiaries. Except with respect to the rights of Lenders (which Lenders are hereby expressly made third party beneficiaries hereof to the extent of their respective rights hereunder), the agreements and covenants contained herein are made solely for the benefit of Owner and Tenant, and shall not be construed as benefiting any Person who is not a party to this Agreement. Section 10.12 Attorneys' Fees. In the event of any litigation related to the interpretation or enforcement hereof, or which in any other manner relates to the Lease, the Lease Rights, this Agreement or the Property,the prevailing party shall be entitled to recover from the other party all of its attorneys' fees and court and other costs awarded by a court of competent jurisdiction. Section 10.13 Covenants Running With the Land. The Property shall be held, conveyed, assigned, hypothecated, encumbered, leased, used and occupied subject to the provisions of this Agreement, which provisions shall run with the Property, and shall be binding upon and inure to the benefit of the parties and each other Person having any interest therein during their ownership thereof, and their respective tenants, heirs, executors, administrators, successors and assigns. Section 10.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is situated. Section 10.15 Memorandum. Concurrently with execution hereof, the parties shall execute a Memorandum of Lease Agreement in the form attached to this Agreement as Exhibit C and cause it to be acknowledged and recorded in the Real Property Records at Tenant's cost. Section 10.16 Joint and Several Liability. If Owner consists of more than one Person, each reference herein to"Owner"shall include each Person signing this Agreement as or on behalf of Owner and the liability of each Person signing this Agreement as Owner shall be joint and several. Section 10.17 Binding on Partial Interests. If this Agreement is not executed by one or more of the persons or entities comprising the Owner herein,or by one or more persons or entities holding an interest in the Property, then this Agreement shall nonetheless be effective, and shall bind all those persons and entities who have signed this Agreement. Section 10.18 Savings Clause. If any term or provision hereof is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, then the same shall not affect the validity or enforceability of any other term or provision hereof,the terms and provisions hereof being severable. Section 10.19 No Waiver. The waiver of any covenant,condition or agreement contained herein shall not constitute a waiver of any other covenant, condition or agreement herein or of the future performance thereof. Section 10.20 Entire Agreement; Modifications; Conflicts. This Agreement, including any Exhibits attached hereto, contains the entire agreement between the parties in connection with any matter mentioned or contemplated herein, and all prior or contemporaneous proposals, agreements, understandings and representations, whether oral or written, are merged herein and 35 superseded hereby. No modification,waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against whom the enforcement thereof is sought. The submission of this document for examination and negotiation does not constitute an offer to lease,or a reservation of,or option for,the Property,and this document shall become effective and binding only upon the execution and delivery hereof by both Owner and Tenant. In the event of a conflict between the provisions contained in the Basic Terms and Conditions and the provisions of the body of this Agreement, the provisions of the Basic Terms and Conditions shall control. Section 10.21 Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. Section 10.22 Provision of Copy of Lease. After execution by all parties to the Agreement,if Owner so requests in writing,Tenant shall provide,within thirty(30)days of receipt of such written request, Owner one(1) complete copy of this Agreement. Section 10.23 Cooperation on Owner's Interest. It is the intent of the parties hereto that all of Owner's undivided ownership interest in the Property be leased to Tenant hereunder. Owner agrees that in the event Owner's undivided ownership interest in the Property is more or less than that specified in the Basic Terms and Conditions, Owner shall, at no additional cost to Tenant, execute any and all amendments to this Agreement, the Memorandum of Lease Agreement(such amendment in recordable format) and such other documents as reasonably required to reflect Owner's proper undivided ownership interest. Owner agrees to reasonably cooperate with Tenant in completing any such amendments and in facilitating associated corrections with any title company working with Tenant. Section 10.24 Restricted Area. Notwithstanding any provision of this Agreement to the contrary,Tenant shall not construct or install Solar Panels on that portion of the Property identified on Exhibit A-1 attached hereto as the "Solar Panel Restricted Area (Approx. 55.4 Acres)" (the "Restricted Area"),but Tenant shall have all other rights granted by this Agreement with respect to such portion of the Property, including, without limitation, installation of other Solarpower Facilities (such as transmission lines). [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 36 Execution Version IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date. OWNER: Waterloo Airport Commission By: Ae,1444,4/ 1- Printed Name: David Boesen Title: Mayor [Signature Page] TENANT: • GRAND HUSK SOLAR,LLC a Delaware limited liability company By: Printed Name: Title: [Signature Page] Execution Version Attachments: Exhibit A—Description of Property Exhibit A-1 —Restricted Area Exhibit B—Permitted Encumbrances Exhibit C—Memorandum of Lease Agreement Exhibit D—Form of Estoppel Certificate Execution Version EXHIBIT A Description of Property 257.99 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: Parcel Number: 891304426003 Acreage: 89.24 Legal Description: The Southeast Quarter of the Northeast Fractional Quarter of Section No. Four (4). except the East Fifty (50) feet thereof condemned for road purposes, and the Northeast Quarter of the Southeast Quarter of Section No. Four (4) except the East Fifty (50) feet thereof condemned for road purposes, and the southeast Quarter of the-Southeast Quarter of Section No. Four (4) except the South Fifty (50) feet thereof and except the East Fifty (50) feet thereof condemned for road purposes. all in Township No. Eighty-nine (89) North. Range No. Thirteen (13) West of the Fifth (5th) Principal Meridian, in Black Hawk County. Iowa. AND Parcel Number: 901330401001 Acreage: 39.8 Parcel Number: 901330451002 Acreage: 34.3 Legal Description of Parcel Numbers 901330401001 and 901330451002: 1'1►c• Wt•st thie-half (',V I 2) of thr ti0Kttlxaa0►t Om.-ftHtt•tI (til: I 4) all In Ion 1'Itirt�• (30). 1'ownshlp Ninoy (9H)) North of Itangc Thirtref (13) Wort Of tik Fifth Principal Micridlan, Black I lawk County, Iowa. AND Parcel Number: 901332101001 Acreage: 37.50 Legal Description: The jorthwss t .tusrter, ct the Northwest 4uar tor of .3mctton )+c. 'htrty-two (32) Aownahtj No. ninety (9. ) nett , asrre�e :.o. Thirteen (1.3) seat of the fifth (5th) Frincite1 +teridtan. in block tiexlc County, Iowa. Exhibit A AND Parcel Number: 901329451002 Acreage: 19.25 Parcel Number: 901329476001 Acreage: 37.9 Legal Description of Parcel Numbers 901329451002 and 901329476001 Southeast i,2uorier c,f the Southeast C,tuartc,r and ti . i.7O Ore-holf of the Southwest G:uorter of the Southeast ivarf. , oil in Section No. Two*nty-nine (29), Township No. Nin.;, (9O) North, [?cry e f . Thirteen (13) s est of the 5th Princi- pal Meriuion, in Biawk Hawk County, Iowa. Execution Version EXHIBIT A-1 Restricted Area ,., r2" ^ W Dunkerton Rd � Parcel IDs: 901332101001,891304426003, A 901329476001, &901329451002 Approx.Acreage: 184.05 acres gGS"n o r > 2.35�� 5,700 Feet �a0 Property Boundary I/,)solar Panel Restricted Area(Approx.60.55 acres) EXHIBIT B Permitted Encumbrances (None, unless listed below) EXHIBIT C Memorandum of Lease Agreement [full document begins on following page] Exhibit C-1 This document was prepared by and after recording return to: Attn:Lease&Title Department Grand Husk Solar,LLC 320 N.Sangamon Street,Suite 1025 Chicago,Illinois 60607 Telephone Number: Parcel Identification Numbers:891304426003,901330401001,901330451002,301332101001,901329451001, and 901329476001 MEMORANDUM OF LEASE AGREEMENT THE STATE OF IOWA § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF BLACK HAWK § THIS MEMORANDUM OF LEASE AGREEMENT (this "Memorandum"), is made, dated and effective as of (the "Effective Date"), by WATERLOO AIRPORT COMMISSION of 715 Mulberry St. Waterloo, IA 50703 ("Owner"), and GRAND HUSK SOLAR, LLC, a Delaware limited liability company, with offices at 320 N. Sangamon Street, Suite 1025, Chicago, Illinois 60607 ("Tenant"),with regards to the following: 1. Solar Agreement. Owner and Tenant did enter into that certain Lease Agreement of even date herewith(the"Agreement"),which affects the real property located in the County of Black Hawk, State of Iowa, as more particularly described in Exhibit A attached hereto (the "Property"). Capitalized terms used and not defined herein have the meaning given the same in the Agreement. 2. Grant of Rights. The Agreement grants Tenant: (a) the exclusive right to study, develop and use the Property for converting solar energy into electrical energy and collecting and transmitting the electrical energy so converted; (b) the exclusive right to access, relocate and maintain the"Project,"as that term is defined in the Agreement, on the Property; (c) an exclusive right to capture,use and convert the unobstructed solar resources over and across the Property; (d) a non-exclusive right for any audio, visual, view, light, shadow, noise, vibration, air turbulence, wake, electromagnetic or other effect of any kind attributable to the development of the Property for solar energy purposes and operation of the Project;(e)the right to subjacent and lateral support for the Project; (f)the right of ingress to and egress from the Project on,under,over and across the Property by means of(A)roads and lanes thereon if existing or(B)such routes,roads and lanes as Tenant may construct from time to time as provided in the Agreement; (g) the exclusive right to erect, construct, reconstruct, replace, relocate, remove, operate, maintain and use, on, under, over and across the Property, in connection with Project overhead and underground electric transmission and communication system lines and facilities; and (h) the right to undertake any Exhibit C-2 other activities, as permitted in the Agreement, necessary to accomplish the purposes of the Agreement. 3. Term; Extensions. The Agreement shall be for an initial Development Term of up to seven (7)years from the Effective Date. If exercised pursuant to the terms and conditions of the Agreement,the term of the Agreement may be extended for a Construction Term of up to three (3) years following the Development Term. If exercised pursuant to the terms and conditions of the Agreement,the term of the Agreement may be extended for a Production Term of twenty(20) years following the Construction Term. The Agreement also provides for a right to extend the Production Term for up'to four(4)separate Extension Terms of five(5)years each,totaling twenty (20) additional years, as determined by Tenant, and if the extension terms and conditions of the Agreement are met, such renewals to be exercised by Tenant at least 180 days prior to the then- current expiration date of the Production Term or Extension Term, as the case may be. The Restoration Term shall begin on the expiration or earlier termination of(a)the Construction Term, if it occurs and if construction has commenced,or(b)the Production Term,if Tenant does exercise an option to extend the term of the Lease through the Production Term, and shall expire on the earlier of(y) 12 months from such date,or(z)when Tenant completes the Restoration Obligations. All rights granted pursuant to the Agreement are for a term coterminous with the Agreement. 4. Rights of Mortgagees. Pursuant to the Agreement, any Lender of Tenant or Tenant's assignees has certain rights regarding notice and right to cure any default of Tenant under the Agreement, as well as other rights as set forth in the Agreement. 5. Assignment. Tenant's rights and obligations under the Agreement are assignable without Owner's prior written consent so long as written notice of such assignment is provided to Owner after such assignment is effective. Upon any assignment of all of Tenant's right, title and interest under the Agreement, the assigning Tenant shall automatically (without the need for any writing) be released from all of its obligations and liability under the Agreement, except for liabilities that accrued prior to the date of such transfer. 6. Non-Interference and Setbacks. To the extent permitted by law Owner has waived any and all setbacks and setback requirements, whether imposed by applicable law or by any person or entity, including any setback requirements described in the zoning ordinance of the County of Black Hawk,or in any governmental entitlement or permit heretofore or hereafter issued to Tenant, such sublessee or such Affiliate. Owner has agreed not to engage in any activity that might interfere with Tenant's efforts to develop, construct or operate the Project or cause a decrease in the output or efficiency of the Project without the prior written consent of Tenant. 7. Subordination. The Agreement provides that from and after its effective date, any right,title or interest created by Owner in favor of or granted to any third party shall be subject to (i)the Agreement and all of Tenant's rights,title and interests created thereby, (ii)any lien of any lender of Tenant's then in existence on the leasehold estate created by the Agreement, and (iii) Tenant's right to create a lien in favor of any lender of Tenant's. 8. Agreement Controls. This Memorandum does not supersede, modify, amend or otherwise change the terms, conditions or covenants of the Agreement, and Owner and Tenant Exhibit C-3 executed and are recording this Memorandum solely for the purpose of providing constructive notice of the Agreement and Tenant's rights thereunder. The terms, conditions and covenants of the Agreement are incorporated in this Memorandum by reference as though fully set forth herein. 9. No Ownership. Owner shall have no ownership, lien, security or other interest in any of the Project installed on the Property,or except for as otherwise provided in the Agreement, any profits derived therefrom, and Tenant may remove any or all Project at any time. 10. Cooperation. Owner shall fully support and cooperate with Tenant in the conduct of construction and Operations, including in Tenant's efforts to obtain from any governmental authority or any other Person any environmental impact review, permit, entitlement, approval, authorization or other rights necessary or convenient in connection with construction and Operations. Without limiting the generality of the foregoing, in connection with any application by Tenant for a governmental permit,approval,authorization,entitlement or other consent,Owner agrees (and shall use reasonable efforts to cause any such other Person to agree)not to oppose, in any way, whether directly or indirectly, any such application or approval at any administrative, judicial or legislative level.Further, in the event of legal proceedings related to Tenant's use of the Property after the Effective Date,except those arising out of the interpretation and/or enforcement of the Agreement,Owner shall, in all respects,fully cooperate with Tenant in any such proceeding. Owner agrees that Tenant may provide this Memorandum of Lease Agreement in lieu of any affidavit of Owner or other form of Owner's consent (whether oral or written) that may be requested or required in connection with Tenant's efforts to obtain any environmental impact review, permit, entitlement, approval, authorization, agreement or other rights necessary or convenient in Tenant's discretion for the Project. 11. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. [signatures appear on following page] Exhibit C-4 IN WITNESS WHEREOF,the parties have executed this Memorandum to be effective as of the date first written above. OWNER: Waterloo Airport Commission By: Printed Name: David Boesen Title: Mayor STATE OF § COUNTY OF § This instrument was acknowledged before me by David Boesen, Mayor, and known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20 . Notary Public in and for the State of My Commission Expires: (Notary Seal) Exhibit C—Signature Page TENANT: GRAND HUSK SOLAR, LLC, a Delaware limited liability company By: Printed Name: Title: STATE OF ILLINOIS § COUNTY OF COOK § This instrument was acknowledged before me by of Grand Husk Solar, LLC, a Delaware limited liability company, on behalf of said company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of , 20_ Notary Public in and for the State of Illinois My Commission Expires: (Notary Seal) Exhibit C—Signature Page Execution Version EXHIBIT "A" to MEMORANDUM OF LEASE AGREEMENT Description of Property 257.99 acres of land, more or less, in Black Hawk County, Iowa, identified as follows: Parcel Number: 891304426003 Acreage: 89.24 Legal Description: The Southeast Quarter of the Northeast Fractional Quarter of Section No. Four (4). except the Cast Fifty (50) feet thereof condemned for road purposes, and the Northeast Quarter of the Southeast Quarter of Section No. Four (4) except the East Fifty (50) feet thereof condemned for road purposes, and the Southeast Quarter of the-Southeast Quarter of Section No. Four (4) except the South Fifty (50) feet thereof and except the East Fifty (50) feet thereof condemned for road purposes, all in Township No. Eighty-nine (89) North, Range No. Thirteen (13) West of the Fifth (5th) Principal Meridian, in Black Hawk County. Iowa. AND Parcel Number: 901330401001 Acreage: 39.8 Parcel Number: 901330451002 Acreage: 34.3 Legal Description of Parcel Numbers 901330401001 and 901330451002: 1'if<• Wt•st (W I 2) of thc. %cxnt ias! um,-(mull (till I 4) all In SA-Ilion 1' 11r1v (30). rownshil) NIiwl ('K)) North of Itttnlmr '1'hirtm•4•n (I3) W4•i,t Of tip. Fifth Principal Mark hawk County, Iowa. AND Parcel Number: 901332101001 Acreage: 37.50 Legal Description: Exhibit A to Exhibit C fM :iorttotirirt 4uerter cf tt,4 :ior thamAt ,unrt;tr cf ..;,action tic. ebt ty-two (:'.: l •awnahli ::o. ninaty (9. i :crtre, ?ea e ;;o. Thlct.eesa 11.3) fie3t of t:a fiftb (5th) irinciyo1 sr1dian, in black Hawk County, Iowa, AND Parcel Number: 901329451002 Acreage: 19.25 Parcel Number: 901329476001 Acreage: 37.9 Legal Description of Parcel Numbers 901329451002 and 901329476001 S3utha0s1 i. uarier at the South::ost uuorter an.i ;:it test Or,e--holf of the Southwest Quarter of the Southeast Quarter, all in Section No. Twenty-nine (29), Township No. Ninety (90) North, Renue No. Thirteen (13) 0,est of the .5th Princi- pal Meri:iion, in Black Hawk County, Iowa. Execution Version EXHIBIT D Form of Estoppel Certificate ESTOPPEL CERTIFICATE (� 1) Owner: F 1 Tenant: [ 1, a Delaware limited liability company Collateral Agent: [ 1., as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Financing Agreement(as defined below)) ("Secured Parties") Collateral Agent's Address: f 1 f 1 f 1 f 1 Attention: [ 1 Email: f 1 Tax Equity Investor: 1, as Class A Investor (as defined in the ECCA (as defined below)) ("Tax Equity Investor") Tax Equity Investor's Address: f 1 Attn: [ 1 f 1 f 1 r 1 Attention: F 1 Email: F 1 with a copy to (which shall not constitute notice): 1 1 f 1 1 1 Attention: F 1 Email: F 1 Exhibit D-1 Title Company: [ 1,a [ 1 corporation(the"Title Company",together with the Collateral Agent and the Tax Equity Investor, the "Relying Parties") Title Company Address: f 1 f 1 f l 1 1 Attention: [ 1 Lease: F 1 Property: Description attached hereto as Exhibit B. Owner hereby certifies the following to (a) the Collateral Agent, for the benefit of the Secured Parties, and its successors, assigns and/or designees, (b) Tax Equity Investor, (c) Tenant and (d) the Title Company and its successors, assigns and/or designees, in each case, as of the Effective Date (as defined below) concerning the above-referenced Lease and the Property, with the understanding that (i) the Collateral Agent and the Secured Parties will be relying on such statements with respect to loans, letters of credit and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Financing Agreement, dated as of 1, 20 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among [ 1, a Delaware limited liability company, [ 1, a [ 1 (collectively, the "Borrowers"), the Collateral Agent, and the other agents, arrangers and financial institutions or other Persons from time to time party thereto, (ii)the Tax Equity Investor will be relying on such statements with respect to tax equity investments and other financial accommodations to be made to Tenant and/or affiliates of the Tenant under that certain Equity Capital Contribution Agreement, dated as of[ 1, 20_(as amended, amended and restated, supplemented or otherwise modified from time to time,the"ECCA"),by and between [ 1, a [ 'limited liability company, and the Tax Equity Investor, (iii)the Tenant will be relying on such statements with respect to the loans, letters of credit and other financial accommodations to be made in connection with the Financing Agreement and the tax equity investments and other financial accommodations to be made in connection with the ECCA and (iv) the Title Company will be relying on such statements with respect to the issuance of title insurance policies to the Collateral Agent and Tenant: 1. A true, correct and complete copy of the Lease (and all amendments and supplements thereto) is attached to this Estoppel Certificate as Exhibit A and incorporated herein for all purposes. There are no other documents or agreements (written or oral) that are a part of the Lease and no other documents or agreements(written or oral)between Owner and Tenant with respect to the Property or the Project. The parties agree that the copy of the Lease attached hereto as Exhibit A shall be removed prior to recordation of this Estoppel Certificate;provided,however, that the absence of such Exhibit A for recordation purposes shall not affect the effectiveness of Exhibit D-2 this Estoppel Certificate and the representations, acknowledgements and agreements described herein. 2. The Lease is in full force and effect and has not been modified,restated,cancelled, supplemented, surrendered, or terminated (except as identified herein). The Lease represents the entire agreement between Owner and Tenant with respect to the Property subject to the Lease. The term of the Lease commenced on and will expire on unless extended as provided in the Lease. Tenant has the right to extend the term of the Lease for ( )]extension term of[ ( )years and ( )months]. Owner has not received notice of any prior assignment or sublease of any right, title or interest of Tenant in, to or under the Lease. 3. To Owner's knowledge, Tenant has fulfilled all of its obligations under the Lease now due and owing, and there are no uncured Events of Default of Tenant with respect to the Lease. There are no uncured Events of Default of Owner with respect to the Lease. There currently exists no dispute(or any threatened dispute)between Owner and Tenant with respect to the Lease and there are no delinquent payments under the Lease. Owner has no present right to terminate the Lease. Tenant has neither given nor received any notice of default, Event of Default or termination of the Lease. Owner has neither given nor received any notice of default Event of Default or termination of the Lease. There are no facts or circumstances which with the giving of notice or lapse of an applicable cure period,or both,would constitute a breach or default under the Lease. 4. Owner is the current holder of the fee title of the surface estate and the mineral estate to the Property described in the Lease. Owner: (a) holds the entire interest of owner under the Lease; (b) has not conveyed, mortgaged, assigned or otherwise transferred the Property or Owner's interest in the Lease to any third party;and(c)has not agreed to convey,mortgage,assign or otherwise transfer the Property or Owner's interest in the Lease to any third party. Owner acknowledges that pursuant to the Lease, Owner shall not exercise or lease or permit any other person or entity to exercise any water or mineral rights on the surface of the Property, or above a depth of 500 feet on the Property or if such exercise by Owner interferes with Tenant's use of the Property for the purpose of installation, construction, operation, maintenance, repair, improvement, or replacement of the Project and uses incidental thereto. All representations made by Owner and Tenant in the Lease are true and correct in all material respects as of the date hereof. 5. Except for the lien for this year's property taxes that are not now due and payable, there are no judgments, liens, deeds of trust or mortgages encumbering the Property and there are no unpaid bills, outstanding claims or persons entitled to claims for mechanics or materialmens' liens against the Property for work performed on the Property by or for Owner(as opposed to work performed on the Property by or for Tenant). 6. Owner acknowledges receiving notice of the name and address of each Relying Party. 7. Tenant has informed Owner that Tenant has granted a first-priority lien and security interest in Tenant's leasehold estate in the Property under the Lease and the Project to the Collateral Exhibit D-3 Agent to secure the repayment of the loans and other financial accommodations made under the Financing Agreement. Owner agrees that (i) the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, a"Lender"pursuant to Section [ -I of the Lease and the other provisions thereof, and (ii)the Collateral Agent, the Secured Parties, the Tax Equity Investor and any affiliates, successors and assigns and transferees, shall be deemed to be and shall be entitled to all of the rights, benefits and protections of, an "Assignee" pursuant to Section [ 1 of the Lease and the other provisions thereof. Notwithstanding the foregoing, the rights of the Collateral Agent and the Tax Equity Investor or any affiliates, successors and assigns with respect to an assignment or transfer of the Lease shall be subject to Paragraph 8 below. 8. In addition to the provisions specified in Section [ 1 of the Lease, the following shall apply to the Collateral Agent,the Tax Equity Investor,their affiliates,successors and assigns (for so long as the Collateral Agent,the Tax Equity Investor,their affiliates,successors and assigns remain a"Lender"under the Lease)and to each other person that provides written notice to Owner that it is a "Lender" under the Lease (and for so long as each such person remains a "Lender" under the Lease): 8.1 Owner agrees to provide notice of any request by Tenant for any amendment, modification, or supplement to the Lease to the Collateral Agent and the Tax Equity Investor at the address provided to Owner by the Collateral Agent and the Tax Equity Investor. Owner agrees that, for so long as a Collateral Agent or Tax Equity Investor is a "Lender" under the Lease, Owner shall provide such notices to the Collateral Agent and the Tax Equity Investor at the address already provided to Owner (or at such other address as the Collateral Agent or the Tax Equity Investor may from time to time provide). 8.2 The Collateral Agent shall have the absolute right, without Owner's consent,to take any of the following actions or do any of the following: (i)assign,amend,modify and/or restate its Deed of Trust(as defined below); (ii)enforce its Deed of Trust; (iii)acquire title to Tenant's leasehold estate under the Lease (whether by foreclosure under its Deed of Trust or assignment in lieu of foreclosure); (iv) take possession of the Project or the Property pursuant to its rights under its Deed of Trust and operate the Project subject to compliance with the Lease; (v) following acquisition of title (or a third party's acquisition of title) to Tenant's leasehold estate under the Lease as a result of the Collateral Agent's foreclosure or assignment in lieu of foreclosure, (a) assign or transfer Tenant's leasehold estate under the Lease to a successor third party, (b) engage an operator experienced in the operation of photovoltaic solar projects or (c) comply with the assignment provisions of the Lease;(vi)exercise any rights of Tenant with respect to the Lease or(vii)cause a receiver to be appointed to do any of the foregoing things. Tenant has entered into (a) the Deed of Trust (as defined in the Financing Agreement) ("Deed of Trust"), in favor of the Title Company, as trustee for the benefit of the Collateral Agent. 8.3 The Collateral Agent shall have no obligation under the Lease prior to the time that the Collateral Agent succeeds to absolute title to the leasehold estate of Tenant under the Lease; and the Collateral Agent shall be liable to perform obligations under the Lease only for and during the period of time that the Collateral Agent directly holds such absolute title. Further, in the event that the Collateral Agent elects,prior to the time that such Collateral Agent succeeds to Exhibit D-4 absolute title to the leasehold estate of Tenant under the Lease,to(i)perform Tenant's obligations under the Lease, (ii) continue Tenant's operations on the Property, (iii) acquire any portion of Tenant's right,title or interest in the Property or under the Lease or(iv)enter into a new agreement as provided in Paragraph 8.4 below,then the Collateral Agent shall not have any personal liability to Owner in connection therewith, and Owner's sole recourse in the event of default by the Collateral Agent shall be to exercise those remedies of Owner permitted pursuant to the Lease. Moreover, the Collateral Agent or other party who acquires the leasehold estate created by the Lease pursuant to foreclosure or an assignment in lieu of foreclosure shall not be liable to perform any obligations thereunder to the extent the same are incurred or accrue after the Collateral Agent or other party no longer has ownership of such leasehold estate. 8.4 In the event that the Lease is rejected or disaffirmed pursuant to bankruptcy law or any other law affecting creditor's rights,then, so long as the Collateral Agent has cured any monetary event of default by Tenant and is making commercially reasonable efforts to cure any non-monetary event of default by Tenant(other than the bankruptcy of Tenant)as provided therein, Owner shall, immediately upon written request from the Collateral Agent received within ninety (90) days after any such termination, rejection or disaffirmance, without demanding additional consideration therefor, enter into a new agreement in favor of the Collateral Agent, which new agreement shall (i) contain the same covenants, agreements, terms, provisions and limitations as the Lease(except for any requirements that have been fulfilled by Tenant prior to such termination, rejection or disaffirmance),(ii)be for a term commencing on the date of such termination,rejection or disaffirmance, and continuing for the remaining term of the Lease before giving effect to such termination,rejection or disaffirmance and(iii)enjoy the same priority as the Lease over any lien, encumbrance or other interest created by Owner. On execution of such new agreement by the Collateral Agent,and until such time as such new agreement is fully executed and delivered by all parties,the Collateral Agent may enter,use and enjoy the Property and conduct operations thereon as if the Lease were still in effect. At the option of the Collateral Agent, the new agreement may be executed by a designee of the Collateral Agent, without the Collateral Agent assuming the burdens and obligations of Tenant thereunder. If more than one"Lender"makes a written request for a new agreement pursuant hereto, then the same shall be delivered to the Collateral Agent whose Deed of Trust is senior in priority. 9. Owner acknowledges its obligation to give notice of any act of default of Tenant under the Lease to the Collateral Agent and the Tax Equity Investor at its address stated above (or such other addresses specified by the Collateral Agent or the Tax Equity Investor in writing to Owner). 10. Other than Tenant, there are no tenants or other third parties using or otherwise occupying the Property, including, but not limited to, any third party mineral and water rights holders. 11. There are no actions or proceedings, whether voluntary or involuntary, pending against Owner in any State or Federal court (including any bankruptcy court, governmental authority, or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Owner to perform its obligations under the Lease),or any judgments affecting Owner's title to the Property, and, to the knowledge of Owner, none have been Exhibit D-5 threatened. As used herein, the term "pending" means actions or proceedings which have been filed and actually served on Owner. 12. Owner has not received notice of any condemnation of or any other governmental or judicial action against,or threat of condemnation of or any other governmental or judicial action against,the Property, or a portion of the Property,that remains in effect or unresolved. 13. Owner is not aware of any event, act, circumstance, or condition constituting an Event of Force Majeure or otherwise excusing the performance of any party under the Lease. No known facts exist entitling Owner to any claim, counterclaim, offset, or defense against the Tenant in respect of the Lease. 14. This Estoppel Certificate shall be binding upon Owner and its successors and assigns. 15. This Estoppel Certificate may be executed with counterpart signature pages and in duplicate originals, each of which shall be deemed an original, and all of which together shall constitute a single instrument. 16. This Estoppel Certificate is made and delivered as of (the "Effective Date"). This Estoppel Certificate may be relied upon by the Tenant,the Collateral Agent,the other Secured Parties (as defined in the Financing Agreement), the Tax Equity Investor and the Title Company, the successors and assigns of each of them and any future leasehold mortgagee of Tenant. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Exhibit D-6 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Estoppel Certificate as of the day and year first above written. OWNER: [ 1 By: Name: Title: [Estoppel Signature Page] Execution Version EXHIBIT"A" To Estoppel Certificate [Lease Agreement and any amendments to be attached but not to be recorded] Exhibit A to Estoppel Certificate Execution Version EXHIBIT"B" To Estoppel Certificate Description of Property [LEGAL DESCRIPTION AND SURVEY DRAWING TO BE ATTACHED] Exhibit B to Estoppel Certificate