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Lessee shall pay Lessor rent ("Development Term Rent") in the total amount of four thousand dollars ($4,000), equal portions of which shall be paid quarterly in accordance with Section B-3: (b) During the Construction Term, Lessee shall pay Lessor an amount equal to three hundred ($300) per acre constituting the Solar Equipment Sites per year (the ··Construction Term Rent''), paid in quarterly installments in accordance with Section B-3; and (c) During the Operations Tetm. Lessee shall pay Lessor an amount equal to seven hundred fifty dollars ($750) per acre constituting the Solar Equipment Sites per year and escalating by 2% on each anniversary of the commencement of the Operations Term (the "Operations Term Rent"). paid in quarterly installments in accordance with Section B3. 3. follows: Construction and Interpretation. This Lease shall be construed and interpreted as (a) Exhibit F. Definitions. Capitalized tenns shall have the respective meanings set forth in (b) Integration. The provisions of Exhibit B (General Terms and Conditions), are hereby fully integrated into this Lease. and. when combined with this Agreement and the other exhibits hereto, shall constitute legally bidding obligations of Lessor and Lessee. In the event of a conflict between this Agreement and any provision of Exhibit B. the terms of this Agreement shall control. (c) Amendment. This Agreement may be amended upon written agreement of the Parties, and any such amendment shall control in the event of a conflict between such amendment and any provision of Exhibit B 4. Notices. All notices required or permitted to be given under this Lease shall be in writing and shall be mailed, sent, faxed or delivered, addressed to the Party for whom such notices are intended, at the Party's address set forth herein or to such other address as may be updated by either Party upon ten ( I 0) days' written notice to the other Party: 1f to Lessor, to: If to Lessee, to: Scott Pinney 22 Oakwood Dr Ithaca NY 14850 SUN8 PDC, LLC c/o Distributed Sun 601 13th St. N.W., Suite 450 South, Washington, DC 20005 Except as may otherwise be specified in this Lease. all notices, requests. statements and other communications shall be deemed to have been duly given on (a) the date of delivery if delivered by hand or express courier. (b) the time stamp upon delivery if sent by electronic mail -PfNNEY DRYDEN SITE LEASE AGREEMENT - Page 2 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 ( prm ic.kJ. IHl\\l'\L'r. an: 1Hll1c1.· time ....1�11nped ::ilkr S p.m P:11.:itic time: . ..,h:.ill he J1.•cml.'d r1..•cei, cJ un the ni.:,t d.1, ,. 11..·J d.111.· ol rcLeipt llt'.i tin1-.·-...ta111p1..•,I. k�1bk clip) tlk-rcol 1f..,ent b) fal'..,imill' (pn1,idcd. lllml'\1.'I. ,rn:, 11utic1.. time ... 1.unpcd ..1th.or Sp 111 PaLili1.. 11rni.: ...hall he dccrncJ rccl.'i,t:d on the nc\t da� ). \ll' (dl the l.'Jrlil.'r 11!'tlll' dnti.;.., "1..'l forth 111 diili"L'" (d}. (hl and (C) if dL"liH.'r:,. 1 ... made h :, mnri.: than nni: .... uch mi.:an-., l'l'.'-1) DRYDI '. ",I JI 11 \",I \t,RI ! \II'. l Pa,::L' � CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 10/27/2017 1.r"'"'()l{: H� \.am� I 1tk· 11 J A (( ) ( \ I •l / J d . .. ... } ...., l \. X Pl >l . l I l \..11111..: .kff \\ �,,, I itk: IndexNO. #: EF2017-0241 INDEX EF2017-0241 .\u1l111nA·d l\:r,1111 l,1 ,! \,S PIH I It & \l.111,1gmg. D1r1.:..:111r lit I ll',trihuk'L, 1 I I l · -Pl'\\.I 'i ()K'i Ill\.,111 11 \\I \I ,RI I \11 '\ I l'a!!l' -.I CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 LIST OF EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Property Description Construction Sites (A-I) Solar Equipment Sites (A-2) General Terms and Conditions form ofSNDA List of Lien Holders Form of Lease Memorandum Defined Terms -PINNEY DRYDEN SITE LEASE AGREEMENT-Page 5 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBIT A­ LEGAL DESCRIPTION Owner name(s): Scott Pinney Mortgage holder (if applicable): Not available Property address: 2150 Dryden Road, Dryden NY 13068 Tax parcel ID number: 38.-1-3.1 Parcel acreage: 157.72 acres Estimated acreage (to be confirmed by a surveyor and finalized during the Operations Term): 49.1 acres PINNEY DRYDEN SITE LEASE AGREEMENT- Page Al CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBIT B General Terms and Conditions 8-1. Use of Solar Equipment Site; Construction and Operation of the Solar Facility Consent. Lessor hereby consents to the construction of the Solar Facility by (a) Lessee on the Construction Sites and the Solar Equipment Sites, including without limitation, solar panels and related equipment, support structures, solar panel mounting, racking, substrates or supports, wiring and connections, power inverters, service equipment, metering equipment and utility interconnection equipment. (b) General Access. Lessor shall provide Lessee with access to the Property and each Solar Equipment Site as necessary to allow Lessee to design, permit, construct, operate and maintain the Solar Facility, including ingress and egress rights to any Solar Equipment Site for Lessee and its employees, contractors and subcontractors and access to solar panels and conduits to interconnect the Solar Facility with the Property's electrical wiring. Lessor shall use commercially reasonable efforts to provide sufficient space for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities as reasonably necessary. Lessor shall provide Lessee a reasonable area for construction laydown. Lessor and its authorized representatives shall at all times have access to and the right to observe the installation work, subject to compliance with Lessee's safety rules, but shall not interfere with such installation work or handle any Lessee equipment or the Solar Facility without written authorization from the Lessee. (c) ingress and Egress Easement. lt is understood and acknowledged by Lessee that the Property may not have direct access to an existing public right-of-way. Therefore, Lessor grants to Lessee any and all easement rights for ingress and egress to the Property to the full extent of Lessor's right to grant such rights, and Lessee further grants the right to Lessee to cross the Property as reasonably necessary to access the Solar Equipment Sites. (d) Consent to Appurtenant Rights. Lessee shall also have the right from time to time during the Term to: (i) design, permit, construct, install, and operate the Solar Facility, (ii) maintain, clean, repair, replace and dispose of part or all of the Solar Facility, (iii) add or remove the Solar Facility or any part thereof, (iv) access the Property and the Solar Equipment Sites with guests for promotional purposes during customary business hours and at other times as are acceptable to Lessor in its reasonable business judgment, and (v) perform all tasks necessary or appropriate, as reasonably determined by Lessee, to carry out the activities permitted in this Lease. 8-2. Term and Termination. The term ("Term") of this Lease shall be as follows: (a) Development Term. The initial development term ("Development Term") shall commence on the Effective Date hereof and shall expire on the earlier of the commencement of the Construction Term or termination of Lease. The Development Term shall be for an initial period of eighteen ( 18) months from the Effective Date; provided, however, Lessor and Lessee may mutually agree in writing to extend the Development Term for an additional one (I) year term. PINNEY DRYDEN SITE LEASE AGREEMENT- Page 8 I CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 Construction Tenn. Lessee shall have the right to extend the lease to (b) provide for construction of the Solar Facility (the "Construction Tenn"). The Construction Tenn shall commence on the date specified in a written notice to Lessor that Lessee elects to initiate the Construction Term as of a date so specified in such notice. The Construction Tenn shall expire on the earlier of the commencement of the Operations Term or termination of Lease. The Construction Term shall be for an initial period of one (I) year from the commencement of the Construction Term. Lessor and Lessee may mutually agree in writing to extend the Construction Term for an additional one (I ) year term by written notice to the Lessor. Lessee shall have the unilateral right to terminate this Lease at any time during the Construction Term without penalty, subject to removal obligations of Section B-6(g), upon written notice to Lessor; provided, however, that in the event of such termination, the Lessor is entitled to retain all payments made by Lessee prior to the date of such termination. Operations Term. Lessee shall have the right to extend the Lease to provide (c) for operation of the Solar Facility (the "Operations Term"). The Operations Term shall commence on the date specified in a written notice to Lessor that Lessee elects to initiate the Operations Term as of a date so specified in such notice. The Operations Term shall be for an initial period of twenty-five (25) years from the Commercial Operations Date. Lessee shall have the unilateral right to extend the Operations Term for two (2) additional five (5) year periods on the same terms herein upon written notice to the Lessor. Lessee shall have the unilateral right to terminate this Lease at any time during the Operations Term without penalty, subject to the removal obligations in Section B-6(g), upon written notice to Lessor; provided, however, that in the event of such termination, the Lessor is entitled to retain all payments made by Lessee prior to the date of such termination. Termination. Lessee shall have the unilateral right to terminate this Lease at (d) any time during the Term without penalty, subject to the removal obligations in Section B6(g) upon written notice to Lessor; provided, however, that in the event of such termination, the Lessor is entitled to retain all payments made by Lessee prior to the date of such termination. Lessor shall not have the right to terminate the Lease. 8-3. Payment Terms. Except for the initial payment of Development Term Rent, which shall be (a) paid to Lessor within three Business Days of the Effective Date, all payments of Rent shall be made quarterly, commencing upon the last calendar day of the month that is ninety (90) days after the date on which the prior payment was made, and continuing in such manner until the termination of the Lease. Rent payments shall be made by check and sent to the address set forth in (b) Section 4, or another address provided to Lessee in writing. In the event of a payment dispute, Lessee shall have the obligation to pay any (c) undisputed portion of the Rent B-4. Protection of Tnsolation and Solar System. PINNEY DRYDEN SITE LEASE AGREEMENT- Page 82 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 Insolation. Lessor acknowledges and agrees that access to sunlight is essential (a) to the value of the leasehold interest granted hereunder to Lessee and is a material inducement to Lessee in entering into Lease. Accordingly, at all times during the Lease, Lessee shall have the exclusive and continuous right to unobstructed direct sunlight for operation of the Solar Facility, and shall have the right to remove any foliage or other obstruction on the Property that could adversely affect insolation levels on Solar Equipment Sites without the consent of Lessor. In addition, Lessor shall not (i) plant any vegetation on the Property that could adversely affect insolation levels on Solar Equipment Sites or (ii) emit or permit the emission of suspended particulate matter, smoke, steam or other air-borne impediments to insolation. In the event Lessor fails to prohibit such actions, Lessee shall have the right to prevent such actions and offset any rent payments by the reasonable costs incurred by Lessee to prohibit such actions. If Lessor becomes aware of any potential development or other activity on adjacent or nearby properties that could diminish the insolation to the Primary Solar Equipment Site, Lessor shall advise Lessee of such information and reasonably cooperate with Lessee in measures to preserve existing levels of insolation at the Primary Solar Equipment Site. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section 8-4, and therefore Lessee shall have the right to equitable remedies, including without limitation the remedies of injunctive relief and specific performance to enjoin any use of the leased portion of the Solar Equipment Sites that has a material adverse effect on or results in a material interference with Lessee's business or operations on the Solar Equipment Sites, or the amount of electricity generated by the Solar Facility. No Interference with and Protection of Solar Facility. During the (b) Development Term, Lessor shall have the right to conduct any activities on, in or about the Property (including, without limitation, making alterations, additions or improvements) without notice to or consent from Lessee; provided however, Lessor shall not conduct any such activities that may interfere with any Solar Equipment Site within twenty-five (25) feet of any Solar Equipment Site without Lessee's prior written approval. Additionally, and except as otherwise allowed herein, Lessor will not initiate or conduct activities on, in or about the Property that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the Solar Facility. Lessee assumes full responsibility for protecting its property from theft, robbery and pilferage. Lessee acknowledges that Lessor shall not provide any safety or security devices, measures, or services on the Prope1ty. To the extent Lessee desires protection against any criminal acts and other losses to its property, Lessee shall obtain insurance coverage. Lessee shall, at its sole cost and expense, construct a fence around ground mounted solar equipment and may maintain video surveillance to increase security at the Solar Equipment Sites. Vegetation. Lessee shall maintain all of its property located on the Property (c) in a manner that reasonably reduces the risk of fire spreading from or to Lessee's property. Lessee at its sole cost and expense shall comply with all applicable laws and/or regulations concerning fire suppression and/or fire abatement, including without limitation the clearing of brush to specified distances, arising from and related to the presence of the Solar Facility. 8-5. Representations, Warranties and Covenants of Lessor. (a) Authorization and Validity. Lessor represents, warrants and covenants that PINNEY DRYDEN SITE LEASE AGREEMENT - Page 83 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 Lessor is the fee title owner of the Property or has a leasehold interest in the Property, in which case Lessor represents, warrants and covenants that Lessor has a valid leasehold interest in the Property and that Lessor is not in default of its lease. The execution and delivery by Lessor of, and the performance of its obligation under, this Lease and Memorandum have been duly authorized by all necessary action. This Lease constitutes a legal and valid obligation of Lessor, enforceable against Lessor in accordance with its terms. The execution and delivery by Lessor of, and the performance of its obligations under, this Lease do not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, deed of trust, or other material agreement binding on Lessor or any valid order of any court, or regulatory agency or other body having authority to which Lessor is subject (including any lease in respect of the Property or Solar Equipment Site as to which Lessor is the Lessee), unless Exhibit D indicates that the Property is subject to an existing mortgage, in which case, Lessor shall request from the mortgagee a Subordination, Attomment and Non- disturbance agreement ("SNDA") in accordance with Section B-5(d). (b) Quiet and Peaceful Possession. Lessor represents, warrants and covenants that Lessor has lawful title to (or a valid leasehold interest in) the Properyt and Solar Equipment Site free and clear of all liens and other interests except for those liens and other interests (if any) identified on Exhibit D to this Lease, and that Lessee's quiet possession of the Solar Equipment Sites shall be free and without hindrance or interference from any claim of any entity or person of superior title thereto, throughout the Term of this Lease. Lessor shall provide Lessee timely notice of any circumstances that may impact, affect, or interfere with Lessee's rights under this Agreement. (c) Liens. Lessor represents and warrants to Lessee that, as of the Effective Date, there are no liens or security interests (except the inchoate lien of the Municipality for taxes not yet due) on the Solar Equipment Sites or judgments against the Solar Equipment Sites, except, if indicated on Exhibit D, if any. Notwithstanding the foregoing, Lessee acknowledges that Lessor may at any time and from time to time finance or refinance the Prope1ty and the Solar Equipment Sites in connection therewith, so long as Lessor obtains a SNDA pursuant to the requirements set forth in Section 8-1 (d) of this Lease from any such Lender. (d) Agreements from Current Holders of Security Interests or Liens. Lessor shall, within fifteen (l5) days of Lessee's request, request and use commercially reasonable efforts to obtain a SNDA reasonably acceptable to Lessee and similar in form and substance as Exhibit C and in recordable form from any third party who now has a security interest or lien on the Solar Equipment Sites or Property, including, without limitation, any lenders to Lessor or Lessor's lessor (individually and collectively, a "Property Lender"), pursuant to which each Property Lender: (i) acknowledges and consents to this Lease and the rights and benefits of Lessee under this Lease, (ii) acknowledges and agrees that this Lease and the rights and benefits of Lessee under this Lease shall not terminate or be disturbed by virtue of a foreclosure (or assignment in lieu thereof) of any security interest or lien of said Property Lender encumbering the Solar Equipment Sites or Property, and (iii) acknowledges and agrees that the Solar Facility, the Renewable Energy Benefits and are the personal property of Lessee and that the third party has no lien or other interest in the Solar Facility of the Renewable Energy Benefits. PTNNEY DRYDEN SITE LEASE AGREEMENT- Page B4 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 Maintenance of Solar Equipment Site and Property. Nothing herein shall require Lessor to maintain the Solar Facility. Lessor shall give Lessee prompt notice of any damage to or defective condition in any part or appurtenance of the Property that may affect the Solar Facility, including the means of ingress to and egress from the Solar Equipment Sites. (e) (f) Interconnection Point. Lessor hereby grants Lessee access to any utility interconnection point on the Property for the purposes of constructing, operating and maintaining the Solar Facility, and shall grant any easement or rights of way to any party as necessary for such utility interconnection. Lessee shall pay for all costs associated with interconnecting the Solar Facility to the interconnection point, including any upgrades required by the electric utility. Quiet Enjoyment. Lessor covenants that Lessee shall quietly have and enjoy the Solar Equipment Site, during the Term of this Lease, without hindrance or molestation by anyone claiming by, through or under Lessor, subject, however, to the provisions of this Lease. (g) (h) Taxes. Lessor shall pay all real property taxes levied on the Property (including the Solar Equipment Sites) during the Term of this Lease, prior to delinquency; provided, however, that in the event that the installation, construction or operation of the Solar Facility causes an increase in the real property taxes levied on the Property (including the Solar Equipment Sites), Lessee shall be responsible for such increase and shall promptly pay such increase in taxes (either directly or to Lessor). Lessor agrees to cooperate with any action by Lessee to obtain an abatement or exemption from property taxes. (i) . Water. If water is currently available on the Property through a well or a municipal system, Lessee shall have a right to use such water for construction or operation of the Solar Facility, subject to Lessee reimbursing Lessor for the cost of such water. G) Entry Gates to the Property. Lessor may erect one or more gates across its driveway. subject to Lessor providing Lessee with a reasonable means to pass through such gates. 8-6. Representations. Warranties and Covenants of Lessee. (a) Authorization and Validity. Lessee represents, warrants and covenants to Lessor that it is a duly formed and validly existing Corporation under the laws of the State of Delaware, with full power and authority to enter into this Lease; that the undersigned is authorized to execute this Lease on behalf of Lessee and bind Lessee to the terms thereof; that the execution and delivery by Lessee of, and the performance of its obligations under this Lease have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not or wil I not contravene any provision of, or constitute a default under, any indenture, deed of trust, or other material agreement binding on Lessee or any valid order of any court, or regulatory agency or other body having authority to which Lessee is in subject. This Lease constitutes a legal and valid obligation of Lessee, enforceable against Lessee in accordance with its terms. (b) Approvals. From and after the Effective Date, Lessee covenants that it shall, PINNEY DRYDEN SITE LEASE AGREEMENT- Page 85 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 at its sole cost and expense, diligently, continuously, and in good faith, seek all appropriate or necessary authorizations, agreements (including, but not limited to, an Interconnection Agreement and one or more PPAs), and approvals from any and all other governmental, quasi-governmental, and private authorities (collectively, "Authorities") to develop, construct, install, maintain and operate the Solar Facilities at th.e Solar Equipment Sites. (c) Contractor's Insurance. Lessee covenants, warrants and represents that (i) from and including the date when its contractor first enters on the Property and throughout the period contractor works on the Property, it will require its contractor to provide maintain a Commercial General Liability and, if necessary, Commercial Umbrella insurance with a limit of not less than$ l million; and (ii) it shall maintain insurance coverages as specified in Section B-7. (d) Mechanic's Lien Waivers. Lessee warrants and represents that prior to any completion of construction and/or installation within the Property, it shall obtain, in writing, Mechanic's Lien Waivers from said contractors. Mechanic's Lien Waivers shall be provided in a reasonably acceptable form to the Lessor prior to the completion of any construction and/or installation within the Solar Equipment Sites or the Property. Notwithstanding the above, if any mechanic's, laborer's or materialmen's lien shall at any time be filed against the Property or any part thereof, Lessee, within thirty (30) days after notice of the filing thereof, shall cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or otherwise. Compliance with Laws. Throughout the Lease Tenn, Lessee, at its own sole cost and expense, shall promptly comply with all present and future laws, ordinances, rules, regulations and requirements of all governmental authorities, which may be applicable to the Solar Equipment Sites, the appurtenances thereof and the sidewalks, alleyways, passageways, curbs and vaults, if any, adjoining the Solar Equipment Sites, or to the use or manner of use of the Solar Equipment Sites or to the owners, Lessees, or occupants thereof, whether or not any such law, ordinance, order, rule, regulation or requirement shall necessitate structural changes or improvements or interfere with the use or enjoyment of the Solar Equipment Sites. (e) Maintenance and Repair. Lessee shall, at its sole cost and expense, maintain the Solar Facility, and shall repair any damage to the Property which is caused by the Solar Facility or the acts of the Lessee's employees, agents or contractors, ordinary wear and tear excepted. Lessee shall comply with all rules, regulations, ordinances and other laws applicable to the Property; provided, however, in no event shall Lessee be require to construct, install or make any capital improvements to the Property (t) Removal. Lessee shall and will on the expiration or termination of this Lease, surrender and deliver up the Solar Equipment Sites into the possession and use of Lessor in the same order, condition and repair as delivered to Lessee on the date hereof, ordinary wear and tear excepted. Additionally, within one hundred eighty ( 180) days after any such expiration or termination of this Lease, Lessee, at its sole cost and expense, shall remove the Solar Facility, and any other equipment belonging to Lessee; provided, however, that during such period, upon notice to Lessee, Lessor shall have (g) PINNEY DRYDEN SITE LEASE AGREEMENT- Page 86 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 the right to buy the Solar Facility from Lessee at the fair market value of the System as of the date of such notice. (h) Taxes. Lessee shall pay all taxes and assessments levied or assessed against its personal property located on the Solar Equipment Sites, including, without limitation the Solar Facility, and all other, taxes assessments or other public charges assessed or imposed by reason of the PPA or the conduct of Lessee's business, including, but not limited to, sales and income taxes._Additionally, Lessee shall reimburse Lessor for any taxes that Lessor may now or in the future be assessed by reason of the Solar Faculty being located and/or operated on the Property and/or by reason of this Lease, excepting income taxes arising from lease payments to Lessor. Such payments shall be subject to all tax abatements or exemptions received by Lessee, and Lessor acknowledges and agrees that Lessee shall have the right to pursue and obtain all available tax abatements. (i) Vegetation and Grazing. Lessee, at its sole cost and expense, shall be responsible for the maintenance of any vegetation planted by Lessee on the Solar Equipment Sites. Any such vegetation shall be subject to the prior approval of Lessor, not to be unreasonably withheld. Lessor shall have the right to graze livestock on the Property during the Development Term; provided, however, that during the Construction Term and Operations Term, Lessor's right to graze livestock on the Property shall be subject to the prior written consent of Lessee in Lessee's sole discretion. (j) Lessee's Access Road. Subject to Lessor's approval, which approval will not be unreasonably withheld, Lessee may construct a road on the Property to any Solar Equipment Site. Lessee shall be responsible at its sole cost and expense for the construction and maintenance of this access road, and this access road shall constitute a Secondary Solar Equipment Site. To the extent that doing so does not interfere with the operation of the Solar Facility, Lessor may have free use of this access road for their own purposes. (k) Marking of Underground Wires and Conduits. Lessee shall clearly mark in a manner reasonably acceptable to Lessor the location of all underground wires and conduits cables constructed and installed on the Property and the access easement across the property to the west so as to mitigate the risk of accidental interference therewith. (I) Lessee's Representative. Prior to the commencement of construction of the Solar Facility, Lessee shall appoint a representative who shall keep Lessor reasonably informed on the status of the construction of the Solar Facility and provide responses to questions and concerns raised by Lessor. B-7. Insurance and Indemnification. (a) lnsurance. From and including the date when any Lessee Party first enters on to the Property and throughout the Term, Lessee shall obtain and maintain insurance of the types and in the amounts as follows: (i) Commercial General Liability. Commercial general liability ("CGL") and, if necessary, commercial umbrella insurance with a limit of not less than $500,000.00 for each occurrence and $1,000,000.00 in the aggregate; PINNEY DRYDEN SITE LEASE AGREEMENT- Page 87 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 General Insurance Requirements. All insurance required by this (ii) Section B-7 shall be provided by insurance compa{lies ("lnsurers") authorized to do business in the State; and (iii) Additional Insured Certificates. During the Construction Term and the Operations Term, the policy or policies provided for in this section shall name Lessor as an "additional insureds," and Lessee shall provide Lessor with copies of additional insured certificates on an ongoing basis, but in no event not less than 30 days after dispatch of a written request therefor. (b) Indemnification. Lessee shall indemnify and hold harmless Lessor against and from any and all liability, Joss, damage, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, arising from or growing out of any injury or death of persons whomsoever (including officers, agents and employees of the Lessor, of the Lessee and of any subcontractor as well as other persons) or loss of or damage to any tangible personal property (including property of or in the custody of Lessor) when such injury, death, loss or damage arises from: the construction or installation of the Solar Facility, the negligence of Lessee, its agents and employees; or a breach of any covenant or obligation of Lessee under this Lease, provided that: (i) Lessee shall not indemnify Lessor when the loss is caused by the negligence of Lessor and in cases of joint or concurrent negligence, each Party shall be responsible to the extent of its respective negligence. Lessee shall have no liability for any claim, loss, damage or injury (ii) arising out of acts or omissions taken at the request or direction of authorized personnel employed by Lessor. Lessee shall not be responsible for any claim that may give rise to an (iii) indemnification requirement unless it receives notice of such claim within thirty (30) days from first notice of claim by the Lessor. Lessee shall not be responsible for any consequential, indirect, (iv) special or punitive damages, whether arising out of any injury or damage to, or interference with, Lessor's business, loss of goodwill or loss of use of the Property. (c) Waiver of Subrogation. Lessor and Lessee each hereby agree to cause the insurance companies issuing their respective first Party insurance to waive any subrogation rights that such insurers may have against Lessor and Lessee, respectively, as long as the insurance is not invalidated by such waiver. If such waivers of subrogation are contained in their respective insurance policies, Lessor and Lessee each waive, release and relieve the other, and waive their entire right to recover damages (whether in contract or in tort) against the other, for loss of or damage to the waiving Party's property situated on the Property (including the Solar Equipment Sites) arising out of or incident to the perils insured against under their respective first party insurance policies. Notwithstanding the foregoing, Lessor shall not be required to do more than request its insurance .companies to provide the requested waiver of subrogation and shall not be in breach of this Section if their insurance companies refuse. If Lessor's insurance companies require additional premium in PINNEY DRYDEN SITE LEASE AGREEMENT- Page 88 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 exchange for the requested waiver, Lessee shall reimburse Lessor for such additional premium. B-8. Ownership of Solar Facility, Electricity and Renewable Energy Attributes. Lessor and Lessee acknowledge and agree that (a) that Lessee owns and has title to the Solar Facility, (b) Lessee owns the electricity generated by the Solar Facility, (c) Lessee owns all of the Renewable Energy Attributes appertaining thereto, (d) no component of the Solar Facility shall become a fixture, notwithstanding the manner in which the Solar Facility is or may be attached to any real property of the Lessor. "Renewable Energy Attributes" as referred to in this Section B-8 shall mean any and all international, federal, state, local, voluntary or other credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the Solar Facility, electricity generated from the Solar Facility, and/or its displacement of conventional energy generation. 8-9. Financing. (a) Financing by Lessor; SNDA. Lessor may at any time and from time to time finance or refinance the Property and the Solar Equipment Sites and in connection therewith assign this Lease to the Lender providing such financing, so long as Lessor uses commercially reasonable efforts to obtain a SNDA of this Lease from any such Lender, acceptable to Lessee and similar in form and substance to Exhibit C. Nothing herein shall be construed as requiring Lessee to subordinate its interests in this Site Lease to the lien of a future Lender in the absence of a SNDA. (b) Financing by Lessee. Right to Pledge Solar Facility. Lessee may assign, sublease, and/or (i) pledge all or any portion of its right, title or interest in the Solar Facility or any of its component parts to a lender (a "Lessee's Lender"), if and so long as in no event will the Lessee's Lender attach to any interest of the Lessor in the Property, but any such encumbrance shall only affect Lessee's interest in the Solar Facility from time to time (which is and shall remain personal property and shall not be deemed fixtures). (ii) Provisions Benefiting Lessee's Lenders. Lessor and Lessee acknowledge and agree that each Lessee's Lender shall be entitled to benefit of the five immediately following provisions below: (A) Notice of Default and Cure. As a precondition to exercising any rights or remedies as a result of any default or alleged default by Lessee, Lessor shall deliver a duplicate copy of the applicable Notice of Default to each Lessee's Lender concurrently with delivery of such notice to Lessee, specifying in detail the alleged Event of Default and the required remedy, provided Lessor was given notice of such Lessee's Lender. Each Lessee's Lender shall have the same period after receipt of a Notice of Default to remedy an Event of Default, or cause the same to be remedied, as is given to Lessee after Lessee's receipt of a Notice of Default under the Lease, plus, in each instance the following additional time periods: (i) thirty (30) business days in the event of any monetary Event of Default; and (ii) sixty (60) days in the event of any non-monetary Event of Default; provided, that (a) such PINNEY DRYDEN SITE LEASE AGREEMENT - Page 89 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 sixty (60)-day period shall be extended for the time reasonably required by such Lessee's Lender to complete such cure, including the time required for such Lessee's Lender to obtain possession of the Solar Facility (including possession by a receiver), institute foreclosure proceedings or otherwise perfect its right to effect such cure and (b) such Lessee's Lender shall not be required to cure those Events of Default which are not reasonably susceptible of being cured or performed. Deemed Cure; Extension. If any Event of Default by Lessee (B) cannot be cured without obtaining possession of all or part of the Solar Facility and/or the leasehold estate created by the Lease (the "Leasehold Estate"), then any such Event of Default shall nonetheless be deemed remedied if: (i) within sixty (60) days after receiving the Notice of Default, a Lessee's Lender acquires possession thereof, or commences appropriate judicial or non-judicial proceedings to obtain the same; (ii) such Lessee's Lender is prosecuting any such proceedings to completion within commercially reasonable diligence; and after gaining possession thereof, such Lessee's Lender (C) performs all other obligations as and when the same are due in accordance with the terms of the Lease. If a Lessee's Lender is prohibited by any process or injunction issued by any court or by reason of any action of any court having jurisdiction over any bankruptcy or insolvency proceedings involving Lessee from commencing or prosecuting the proceedings described above, then the sixty (60)-day period specified above for commencing such proceedings shall be extended for the period of such prohibition. Right to Possession. Right to Acquire; Right to Assign and (D) Recognition. Each Lessee's Lender shall have the absolute right to do one, some or all of the following things: (i) assign its Lessee's Lender's Lien; (ii) enforce its Lessee's Lender's Lien; (iii) acquire title (whether by foreclosure, assignment in lieu of foreclosure, or other means) to the Leasehold Estate; (iv) take possession of and operate the Solar Facility or any portion thereof and perform any obligations to be performed by Lessee under the Lease, or cause a receiver to be appointed to do so; (v) assign or transfer the Leasehold Estate to a third party; or (vi) exercise any rights of Lessee. Lessee's Lender's Consent; Further Amendments. (E) Notwithstanding any provision of this Lease to the contrary, (i) Lessor shall not agree to a modification or amendment of the Lease if the same could reasonably be expected to materially reduce the rights or remedies of a Lessee's Lender or impair or reduce the security for its Lessee's Lender's Lien and (ii) Lessor shall not accept a surrender of the Solar Facility or any part thereof or a termination of the Lease without the prior written consent of each Lessee's Lender. At Lessee's request, Lessor shall amend the Lease to include any provision that may reasonably be requested by an existing or proposed Lessee's Lender, and shall execute such additional documents as PINNEY DRYDEN SITE LEASE AGREEMENT- Page B 10 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 may reasonably be required to evidence such Lessee's Lender rights hereunder; provided, however, that such amendment shall not materially impair the rights or materially increase the burdens or obligations of Lessor under the Lease, or extended term of the Lease. (F) Subordinate to Lessee's Lender's Security fnterest. Lessor consents to each Lessee's Lender's security interest, if any, in the Solar Facility and covenants and agrees that this Lease and the rights and interests of Lessee and Lessor under this Lease are and shall be subject and subordinate to the security interest of any Lessee Lender in the Solar Facility so long as any sum remains owing from Lessee to any Lessee's Lender. Lessor agrees that the Solar Facility shall not be subject to distrain or execution by, or to any claim of, Lessor. 8-10. Assignment and Sublease. Consent Required Generally. Except as provided in Section B-1 O(b), neither (a) Party shall have the right to assign any of its rights, duties or obligations under this Lease without the prior consent of the other Party, which consent shall not be unreasonably withheld or delayed. Except as hereinafter provided, any assignee of a Party under this Lease shall be deemed to assume the obligations of the assignor, and such assignee shall be bound by the terms of this Lease as if said assignee was an initial Party hereto, provided that any third party receiving a collateral assignment of this Lease for security shall not be required to assume the obligations of a Party under this Lease unless and until such third party succeeds to the interest of said named Party under this Lease, in which case such Patty shall only be deemed to assume and be responsible for the obligations of a Party under this Lease for the period of its ownership of the interest so acquired. Any change of control of a Party shall constitute an assignment for purposes of this Section B-10. (b) Transfers Without Consent. Lessor may in its sole discretion and without consent of Lessee assign any of its rights, duties or obligations under this Lease to a party to whom Lessor's fee simple interest or leasehold interest in the Property is being transferred; provided that Lessor shal I give Lessee at least fifteen ( 15) days' prior written notice of such transfer. Lessee may in its sole discretion and without the consent of Lessor assign any of its rights, duties or obligations under this Lease to: (i) one or more of its affiliates, including, without limitation, any special purpose entity formed to hold the Solar Facility, (ii) one or more Financing Parties in connection with an assignment (collateral or otherwise), encumbrance, hypothecation, mortgage or pledge (including by mortgage, deed of trust or personal property security instrument) of all or any portion of its right, title or interest under this Lease and/or in the Solar Facility, (iii) to any person or entity succeeding to all or substantially all of the assets of Lessee at the Solar Equipment Sites or Property, or (iv) a successor entity in a merger or acquisition transaction. (c) Financing Party. As used in this Lease, "Financing Party" shall mean any person or entity (i) providing senior or subordinated construction, interim or long-term debt or equity financing or refinancing to Lessee and/or its permitted assignees or affiliates for or in connection with the development, construction, purchase, installation or operation of PINNEY DRYDEN SITE LEASE AGREEMENT-Page Bl I CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 the Solar Facility, whether that financing or refinancing takes the form of private debt, public debt or any other form (including debt financing or refinancing), including any equity or tax investor directly or indirectly providing financing or refinancing for the Solar Facility or purchasing equity ownership interests of Lessee and/or its permitted assignees or affiliates, and any trustee or agent acting on their behalf, (ii) providing interest rate protection agreements to hedge any of the foregoing obligations and/or (iii) participating in a leasing structure (including any sale leaseback or leveraged leasing structure) or joint venture with respect to the Solar Facility. (d) Lessee may sublease any portion of this Lease or any Solar Equipment Site to a sublessee without the consent of Lessor. Lessee may subdivide the Property as necessary for the development of each Solar Equipment Site and Lessor hereby consents to such subdivision of the Property by Lessee. Any subdivision shall not affect this Agreement and each subdivided portion of the Property shall continue to be subject to the terms of this Agreement. 8-11. Default and Remedies. (a) Default. An event of default (''Event of Default") shall be said to have occurred under this Lease upon failure by one Party to perform any of the covenants or obligations set forth in this Lease, which failure continues for thirty (30) days after receipt of a written notice ("Notice of Default") from the other Party specifying in detail the alleged Event of Default and the required remedy, with all notices subject to the notice and receipt provisions in Section B-11. (b) Remedies. Upon the occurrence of an Event of Default, the non-Defaulting Party shall have and shall be entitled to exercise any and all remedies available to it at law or in equity, including the right to terminate this Lease, including the right to pay or perform any obligations of the Defaulting Party that have not been paid or performed as required hereunder, and to obtain subrogation rights therefor and immediate reimbursement from Defaulting Party for the actual, reasonable and verifiable out-of-pocket cost of such payment or performance, all of which remedies shall be cumulative, however, with the express exception that the obi igation of Lessee under this Lease shall not constitute the personal obligation of the partners, directors, members, officers or shareholders of Lessee, and Lessor shall look solely to Lessee's interest in the Solar Facility and to no other assets of Lessee for satisfaction of any liability in respect of this Lease. B-12. Hazardous Materials. Lessor represents and warrants that there are no substances, chemicals or wastes, identified as hazardous, toxic or dangerous materials under any applicable law or regulation, present on, in or under the Property in violation of any applicable law or regulation. Lessor shall not introduce or use any hazardous, toxic or dangerous materials on, in or under the Property in violation of any applicable law or regulation. If Lessor becomes aware of any such hazardous, toxic or dangerous materials, Lessor shall promptly notify Lessee of the type and location of such materials in writing. Lessee shall not use, generate, store, dispose of, or cause to be released any hazardous materials from the Solar Equipment Sites (or in connection with the operation or maintenance of the Solar Facility) in violation of applicable law or regulation, Lessee shall be solely responsible for any remediation required as a result thereof, unless directly attributable to the negligent actions of Lessor. PINNEY DRYDEN SITE LEASE AGREEMENT - Page B 12 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 Casualty or Condemnation. In the event the Solar Equipment Sites or Property is so damaged or destroyed so as to make use of the Solar Equipment Sites impractical as determined by Lessee, then Lessee may elect to terminate this Lease on not less than twenty (20) days' prior notice to Lessor effective as of a date specified in such notice, and on the date so specified, this Lease shall expire fully as if such date were the date set forth above for the expiration of this lease In no event shall Lessor be required to repair, replace or restore any property of Lessee comprising part of the Solar Facility, which replacement or restoration shall be Lessee's responsibility.. ln the event of an award related to eminent domain or condemnation of all or part of the Solar Equipment Sites, each Party shall be entitled to take from such an award that portion as allowed by law for its respective property interest appropriated as well as any damages suffered thereby. B-13. B-14. Further Assurances: Recording. Upon the receipt of a written request from the other Party, each Party shall execute such additional documents, instruments and assurances and take such additional actions as are reasonably necessary to carry out the terms and intent hereof. Neither Party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this Section B-14. This Lease shall not be recorded by either Party; provided, however, that each Party agrees to execute, at the request of the other, a memorandum of this Lease to be recorded at the expense of the Party requesting it. After both the mutual execution of this Lease by Lessor and Lessee and receipt of all applicable permits necessary for the Solar Equipment Sites in order to install the Solar Facility on the Property, and before commencement of any construction, Lessor agrees to execute and deliver a Memorandum of this Lease in the form attached hereto as Exhibit D for recording in the title records of the county where the Property is located or other applicable government office. Estoppel. Either Party, without charge, at any time and from time to time, within twenty (20) business days (or longer period as agreed upon by the Parties) after receipt of a written request by the other Party, shall deliver a written instrument, duly executed, certifying to such requesting Party, or any other person, firm or corporation specified by such requesting Party; (a) that this Lease is in full force and etfect and unmodified except as specifically set forth therein; (b) that Lessee has not received any notice of default or notice of termination of this Lease,(c) that no Event of Default on the part of Lessor exists hereunder, (d) that Lessee, to its knowledge, has no claims or offsets against Lessor hereunder except as specifically set forth therein, (e) the dates to which Basic Rent payable by Lessee hereunder have been paid, and (f) such other information as may be reasonably requested by a Party. B-15. B-16. Modification. No modification of this Lease shall be valid unless made in writing and executed by both the Parties. Waiver. The waiver by either Party of any breach of any term, condition, or provision herein contained shall not be deemed to be a waiver of such term, condition, or provision, or any subsequent breach of the same, or any other term, condition, or provision contained herein. B-17. B-18. Headings. The headings in this Lease are solely for convenience and ease of reference and shall have no effect in interpreting the meaning of any provision of this Lease. Governing Law. The Lease and any disputes arising out of this Lease shall be governed by and be construed under the laws of the state in which the Property is located. B-19. PINNEY DRYDEN SITE LEASE AGREEMENT - Page B 13 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 8-20. Binding Effect. This Lease and its rights, privileges, duties and obligations shall inure to the benefit of and be binding upon each of the parties hereto, together with its respective successors and permitted assigns. 8-21. Counterparts: Electronic Signatures. This Lease may be executed in counterparts which shall together constitute one and the same instrument. Signatures to this Lease transmitted by facsimile or electronic mail shall be valid and effective to bind the Party signing. Each Party agrees to deliver an execution original of this Lease with its actual signature to the other Party upon request, but a failure to do so shall not affect the enforceability of this Lease, it being expressly agreed that each Party to this Lease shall be bound by its own electronically mailed signature and shall accept the electronically mailed signature of the other Party to this Lease. B-22. Entire Agreement. This Lease sets forth the full agreement of the Parties with respect to the subject matter herein and supersedes all earlier agreements related thereto. The recitals hereinabove and the exhibits attached to this Lease are fully incorporated herein by reference and made a part of this Agreement. 8-23. Dispute Resolution. The parties acknowledge that disputes can arise from time to time in the ordinary course and even as between parties acting in good faith. Recognizing that mediation is often a cost-effective ru1d efficient approach to resolving disputes, the parties agree that in the event of a dispute between them with respect to the interpretation of any provision of this Lease or the performance, or alleged lack of performance, on the part of any Party, the Parties shall engage in mediation, followed by arbitration, as follows. Any mediation shall be administered by a mutually agreeable mediator (a) ("Mediator'') and conducted pursuant to its mediation rules then in effect. The location of the mediation shall the Mediator's offices in the state in which the Property is located. The Party wishing to initiate mediation shall provide written notice thereof to the other Party and the Mediator, which notice shall briefly describe the nature of the perceived dispute. If mediation does not take place, or if it does take place and the parties are not able to resolve their dispute, for whatever reason, within 45 days after dispatch of said notice, then the dispute shall be resolved by binding arbitration, as provided below. Any dispute, claim or controversy arising out of or relating to this (b) Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the state in which the Property is located. The arbitration shall be administered by a mutually agreeable arbitrator. The arbitration shall be held before a sole arbitrator and shall be binding with no right of appeal. The arbitration shall be conducted pursuant to the American Arbitration Association·s commercial arbitration rules then in effect. The costs of the arbitration, including the arbitrator's fees, shall be borne equally by the parties to the arbitration, unless the arbitrator orders otherwise. Notwithstanding any rule of the American Arbitration Association or language in this Lease to the contrary each Party shall be solely responsible for its own attorney's fees and costs in connection with the arbitration and the dispute leading to the arbitration. [Signature page follows] PINNEY DRYDEN SITE LEASE AGREEMENT - Page B 14 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBIT C FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (SNDA) (To be completed by holders of any mortgages attached to the Property) THIS AGREEMENT is made on._______, by and between _______ (hereinafter the "Lender")_______.,________, ____ __________and _SUN8 PDC, LLC (hereinafter, the "Lessee"). RECITALS Lessee entered into a lease (hereafter, the "Lease") dated._______, with Scott Pinney, (hereafter the "Lessor"), of 6 Otti Drive.______ , covering a portion of , New York____, 14882 Lansing the real property legally described as 2150 Dryden Road ,and more commonly known as (hereinafter, the "Property"). Lender has made a loan to Lessor, which loan is secured by, among other things, a Deed of Trust on the Property. Lessee has agreed to subordinate its leasehold interest in return for Lender's agreement not to disturb Lessee's possession of the Property under the Lease as long as Lessee is not in default under the terms of its Lease. WITNESSETH NOW, THEREFORE, intending to be legally bound, the Parties hereto agree as follows: 1. Subordination. Lessee agrees with Lender that the Lease, and all of the Lessee's rights thereunder, is now and shall continue at all times hereafter to be subject and subordinate to the I ien of the Lender, and to any and all increases, renewals, substitutions, replacements and/or consolidations of the loan, and to any future loan or loans affecting the leased Solar Equipment Site held by Lender. 2. Non-disturbance So long as no default exists, nor any event has occurred, which has continued to exist for such period of time (after notice, if any, as required by the Lease) as would entitle the Lessor to terminate the Lease or would cause, without any further action of the Lessor, the termination of the Lease or would entitle the Lessor to dispossess Lessee thereunder, the Lease shall not be terminated, nor shall the Lessee's use, possession or enjoyment in the Solar Equipment Sites be interfered with, nor shall the leasehold estate granted by the Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with the loan or in case the Lender takes possession of the Property pursuant to any provisions of the Deed of Trust, unless the Lessor would have had such right if the loan had not been made. Notwithstanding the foregoing, any person acquiring the interest of the Lessor as a result of the PINNEY DRYDEN STTE LEASE AGREEMENT- Page Cl CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 above described foreclosure or other action or proceeding, his successors and assigns (herein called the "Purchaser") shall not be: (a) (b) (c) (d) liable for any act or omission of any prior Lessor; subject to any offsets or defenses which Lessee might have against any prior Lessor; or bound by any rent or additional rent which Lessee might have paid for more than the current month to any prior Lessor; or bound by any amendment or modification of the Lease made without the Lender's prior written consent. 3. Attornment If the interests of Lessor under the Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of the Lender, Lessee shall be bound to the Purchaser under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option thereof in the Lease, with the same force and effect as if the Purchaser were the Lessor under the Lease. Lessee hereby agrees to attom to the Purchaser, includjng the Lender if it be the Purchaser, as its Lessor, such attornment to be effective and self-operative without the execution of any further instruments upon Purchaser's succeeding to the interest of the Lessor under the Lease. The respective rights and obligation of Lessee and Purchaser upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease. 4. Solar Facility is Personal Property of Lessee Unless otherwise permitted under terms of the Lease, Lender and any Purchaser assigned rights of the Lessor by the Lender shall not take possession of the Solar Facility or the Renewable Energy Benefits. Lender acknowledges that the Solar Facility and Renewable Energy Benefits are the personal property of Lessee and that the Lender has no lien or other interest in the Solar Facility of the Renewable Energy Benefits. 5. Successors and Assigns This Agreement shall be binding upon and inure to the benefits of the Parties hereto and their successors in interest and assigns. In witness of the mutual promises made above, Lease and Lessee have executed this Subordination, Non-Disturbance and Attornment Agreement with the intent to be legally bound. LENDER: On Behalf: ___ _________________ By _______ _________ _______ Name: ----------------------PINNEY DRYDEN SITE LEASE AGREEMENT - Page C2 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 Title: _____________________ LESSEE: Scott Pinney By ______________________ Name: ____________________ Title: _____________________ ... PfNNEY DRYDEN SITE LEASE AGREEMENT - Page C3 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBITD SCHEDULE OF LIENHOLDERS (Please attach a list any and all lien-holders on the property) PINNEY DRYDEN SITE LEASE AGREEMENT-Page DI CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBITE MEMORANDUM OF LEASE Recording Requested by and When Recorded Mail to: ) ) ) ) ) ) ) ) ) Space above for Recorder's Use MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (this "Memorandum") is made and effective as of _ _______, 20_, by and between _Scott Pinney___________ ______________________________, with an address at 6 Otti Drive, Lansing NY 14882_ _____ _______ (."Lessor"),and SUN8 PDC, LLC ("Lessee"). RECITALS: A. Lessor and Lessee entered into that certain Site Lease Agreement for Solar Facility dated.___ ____, 20_(the "Lease"), pursuant to which Lessor leased to Lessee a portion of the real property situated in the Town of Dryden_, the County of , State ofNew York______, as more particularly Tompkins described on Exhibit A attached hereto and hereby made a part hereof (the "Solar Equipment Site"), which Solar Equipment Site is depicted on Exhibit B attached hereto and hereby made a part hereof, all on and subject to the terms, covenants and conditions contained in the Lease. B. Pursuant to the Lease, Lessee plans to install or have installed and to operate a photovoltaic power system (the "Solar Facility"); C. Lessor and Lessee desire to enter into this Memorandum, and to record the same in the public land records of the county in which the Solar Equipment Sites located, for the purpose of giving public record notice of the Lease pertaining to the Solar Equipment Sites and Solar Equipment Site Plan, and acknowledgement of Lessee's exclusive ownership ofthe System. ACKNOWLEDGEMENTS AND AGREEMENTS: NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereby PINNEY DRYDEN SITE LEASE AGREEMENT- Page El CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 acknowledge and agree as follows: I. Lease. The parties now enter into this Memorandum, and the same shall be recorded in the public land records of the county in which the Property is located, for the purpose of giving public record notice of the Lease and Lessee's exclusive ownership of the Solar Facility. 2. Term. The initial term of the Lease is for twenty (25) years from the commercial operations date of the Solar Facility and includes option(s) for renewal. 3. Effect of Lease. This Memorandum is subject, in all respects, to the Lease and the terms and provisions thereof. Neither this Memorandum nor any term or provision hereof shall limit, alter, vary, modify, or amend, in any manner or respect, the Lease or any term or provision thereof. 4. Counterparts. This Memorandum may be executed in one or more counterparts, each of which shall be an original and all of which together shall be a single instrument. [Signature Pages Follow] PINNEY DRYDEN SITE LEASE AGREEMENT- Page E2 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 fN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first above written. LESSOR: Scott Pinney A ________________ With Address: 6 Otti Drive City: Dryden___ ____State: ""'"NY� �-Zip: 13068 By: Name: _______________ Title: --------------- ACKNOWLEDGEMENT STATE OF________, ) ss. COUNTY OF________, On_______� 20_, before me,.________________a Notary Public in and for the State of__________, personally appeared _________________,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (Signature) (Space above for official notarial seal) PINNEY DRYDEN SfTE LEASE AGREEMENT-Page E3 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first above written. LESSEE: By: Name: _______________ Title: --------------- ACKNOWLEDGEMENT STATE OF________, ) SS. COUNTY OF_______) On___ _____, 20_, before me.________________a Notary Public in and for the State of__________ , personally appeared ________ _________,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (Signature) (Space above for official notarial seal) PINNEY DRYDEN SITE LEASE AGREEMENT- Page E4 CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBIT 1-TO MEMORANDUM OF LEASE LEGAL DESCRIPTION (Please attach a complete legal description of the Property) PINNEY DRYDEN SITE LEASE AGREEMENT- Page ES CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 EXHIBITF DEFINED TERMS "Agreement" shall mean this Site Lease Agreement for Solar Facility. "Authorities" shall have the meaning set forth in Section B-6(b). "Business Day" shall mean any day other than a day on which banks in Washington, D.C. are permitted or authorized to be closed. "CGL" has the meaning set forth in Section B-7(a)(i). "Construction Sites" shall have the meaning set forth in Section I. "Construction Term" shall have the meaning set forth in Section B-2(b). • Construction Term Rent" shall have the meaning set forth in Section 2(b). "Development Tenn" shall have the meaning set forth in Section B-2(a). "Development Term Rent" shall have the meaning set forth in Section 2(a). "Effective Date" shall have the meaning set forth in the preamble. "Event of Default" shall have the meaning set forth in Section B-11(a) "Financing Party'' shall have the meaning set forth in Section B-1 O(c). "Insurers" has the meaning set forth in Section B-7(a)(ii). "Lease" shal I mean this Agreement. "Leasehold Estate" shall have the meaning set forth in Section B-9(b)(ii)(B). "Lessee" shall have the meaning set forth in the preamble. "Lessee's Lender" has the meaning set forth in Section B-9(b)(i). "Lessor" shall have the meaning set forth in the preamble. "Mediator" shall have the meaning set forth in Section B-23(a). "Notice of Default" shall have the meaning set forth in Section B-1 I(a). "Operations Term" shall have the meaning set forth in Section B-2(c). "Party'' and "Parties" shall have the meaning set forth in the preamble. PINNEY DRYDEN SITE LEASE AGREEMENT - Page FI CI2017-22886 FILED: TOMPKINS COUNTY CLERK 10/27/2017 03:33 PM NYSCEF DOC. NO. 5 IndexNO. #: EF2017-0241 INDEX EF2017-0241 RECEIVED NYSCEF: 10/27/2017 "Property" shall have the meaning set forth in the Recitals. "Property Lender" shall have the meaning set forth in Section B-5(d). "Renewable Energy Attributes" has the meaning set forth in Section 8-8. "Rent" shall mean the payments made by Lessee to Lessor under the Lease for the lease of the Property or portions thereof, as set forth in Section 2. "SNDA" shall have the meaning set forth in Section 8-S(b). "Solar Equipment Site" shall have the meaning set forth in the Recitals. ·'Solar Facility" shall have the meaning set forth in the Recitals. "Term" shall have the meaning set forth in Section B-2, and shall include the Development Term, the Construction Term, or the Operations Term, or any extension thereof, as applicable. PINNEY DRYDEN SITE LEASE AGREEMENT- Page F2