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assessment contract to the Authority as collateral for any financing or refinancing, and interim <br /> financing,will be in substantially the form attached hereto as Appendix B. <br /> The exhibit and schedules included with each assessment contract will reflect the actual terms <br /> and conditions governing that particular financing or refinancing and assessment as agreed <br /> between the record owner and the PACE Project Administrator. The form of the body of the <br /> assessment contract is standardized and will not be subject to change. <br /> Each PACE Project Administrator will record or cause to be recorded each assessment contract <br /> and related assignment agreement with the applicable county clerk or county recorder in which <br /> the applicable property is located as a lien on such property, until the assessment, including any <br /> interest,penalty, and prepayment fee, is paid in full. The lien has the same priority as real estate <br /> property taxes and other special assessment liens. <br /> Pursuant to each standardized assessment contract, each record owner agrees to indemnify, <br /> defend, protect, and hold harmless the participants in the IFA PACE Program, including the <br /> Governmental Unit, from and against all losses, liabilities, claims, damages (including <br /> consequential damages), penalties, fines, forfeitures, costs and expenses (including all out-of- <br /> pocket litigation costs and attorney's fees) and any demands of any nature related directly or <br /> indirectly to, or arising out of or in connection with (i) the record owner's participation in the <br /> IFA PACE Program, (ii)the assessment and the assessment obligations, (iii) the PACE Project, <br /> or (iv) any other fact, circumstance or event related to the subject matter of such assessment <br /> contract, regardless of whether such claims accrue before or after the date of its execution. <br /> Plan of Finance <br /> a <br /> Execution and delivery of an assessment contract and related assignment agreement by an <br /> Authorized Officer and the satisfaction or waiver of all conditions is required to consummate any <br /> financing or refinancing,or interim financing, of a PACE Project approved under the IFA PACE <br /> Program. <br /> Long-Term Financing <br /> To fund a PACE Project with long-term financing, the Authority will issue bonds or notes to be <br /> purchased by a capital provider(or its designated transferee(s)). <br /> With limited exceptions, each bond and note financing is structured as a direct purchase by the <br /> capital provider that originated the financing or refinancing of the related PACE Project (or <br /> PACE Projects in the case of pooled financings). Any transfer of bonds or notes is conditioned <br /> upon the receipt by the Authority of an investor letter substantially in the form approved by the <br /> Authority or with such changes thereto as are agreed upon by the Authority. <br /> Record owners or PACE Project Administrator may also arrange for an underwriter or placement <br /> agent to facilitate the public offering or limited public offering of the Authority's bonds or notes <br /> to fund a PACE Project. Such financing structures in the capital markets can add legal costs due <br /> to the additional marketing documents that must be crafted to facilitate the sale of the bonds or <br /> notes to long-term investors. <br /> 12 <br />