Exhibit 10.2

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

among

SPRUCE POWER 2, LLC,

as Borrower,

SILICON VALLEY BANK,

as Administrative Agent,

SILICON VALLEY BANK,

as Issuing Bank,

and

The Lenders From Time to Time Party Hereto

dated as of July 12, 2022

SILICON VALLEY BANK

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2022 (this “Agreement”), among Spruce Power 2, LLC (f/k/a Spruce Juniper, LLC), a Delaware limited liability company (the “Borrower”), the financial institutions as Lenders from time to time party hereto (each individually a “Lender” and, collectively, the “Lenders”), Silicon Valley Bank, as Administrative Agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and Silicon Valley Bank, as Issuing Bank (in such capacity, and together with its respective successors and permitted assigns, the “Issuing Bank”).

RECITALS

WHEREAS, pursuant to the Credit Agreement, dated as of May 14, 2020 (as amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), the Term Lenders party thereto provided the Borrower with a term loan facility in the amount of $60,043,009.83 (the “Initial Term Loan Commitments”) and the Issuing Bank agreed to issue a letter of credit in the amount of $2,720,525.44 (the “Initial LC Commitments” and together with the Initial Term Loan Commitment, the “Initial Commitment”);

WHEREAS, the Initial Term Loan Commitments under the Existing Credit Agreement have been fully funded and, as of the date hereof immediately prior to the effectiveness of this Agreement, $52,405,985.78 of principal was currently outstanding in respect thereof, which principal obligations shall continue under this Agreement (the “Existing Term Loans”);

WHEREAS, the Issuing Bank has issued a Letter of Credit under the Existing Credit Agreement in an amount equal to the Initial LC Commitments, and as of the date hereof immediately prior to the effectiveness of this Agreement, the aggregate Stated Amount of such Letter of Credit was $3,050,173.31, which Letter of Credit and reimbursement obligations with respect thereto, shall continue under this Agreement;

WHEREAS, Spruce Holding Company 1 LLC, a Delaware limited liability company (“SHC 1”), Spruce Holding Company 2 LLC, a Delaware limited liability company (“SHC 2”), and Spruce Holding Company 3 LLC, a Delaware limited liability company (“SHC 3” and together with SHC 1 and SHC 2, the “Sponsors”), directly own 100% of the membership interests in each of KWS Solar Term Parent 1 LLC, a Delaware limited liability company (“KWS 1”), KWS Solar Term Parent 2 LLC, a Delaware limited liability company (“KWS 2”), and KWS Solar Term Parent 3 LLC, a Delaware limited liability company (“KWS 3” and, together with KWS 1 and KWS 2, the “Pledgors” and each a “Pledgor”), respectively;

WHEREAS, the Pledgors collectively own 100% of the membership interests in the Borrower;

WHEREAS, the Borrower has entered into that certain Secured Creditor Membership Interest Sale and Purchase Agreement, dated as of the date hereof (the “Level Solar Purchase and Sale Agreement”), among NY Green Bank, a division of the New York State Energy Research and Development Authority (“NYGB”), and the Borrower, as buyer, relating to the purchase by the Borrower, directly or indirectly, of all the outstanding membership interests in Level Solar Sponsor Holdings I LLC (“Sponsor Holdings I”), Level Solar Holdings I LLC (“Fund I Holdco”), Level Solar Fund II LLC (“Fund II Opco”), Level Solar Holdings III LLC (“Fund III Holdco”) and Level Solar Holdings IV LLC (“Fund IV Holdco”) (the “Level Solar Acquisition”);

WHEREAS, (a) Fund I Holdco owns 100% of the outstanding membership interests in Level Solar Fund I LLC (“Fund I Opco”), (b) Fund I Opco owns 100% of the outstanding membership interests in Level Solar Customer Arrays LLC (“Customer Arrays”), (c) Fund III Holdco owns 100% of the outstanding Class B membership interests in Level Solar Fund III LLC (“Fund III Opco”), and (d) Fund IV Holdco owns 100% of the outstanding Class B membership interests in Level Solar Fund IV LLC (“Fund IV Opco”);

WHEREAS, Fund II Opco, Fund III Opco, Fund IV Opco and Customer Arrays directly own Projects, and the Borrower desires to add the Projects owned by Customer Arrays, Fund II Opco, Fund III Opco and Fund IV Opco (such Projects, “Additional Projects”) to the Project Pool;

WHEREAS, the Borrower has requested the Lenders to make additional term loan commitments in an amount of $20,293,427.05 (the “Additional Term Loan Commitments”) in order to finance the Level Solar Acquisition, and has also requested the LC Lenders to increase their Initial LC Commitments in an aggregate amount of $1,260,104.37 (the “Additional LC Commitment”) and the Issuing Bank to amend the existing Letter of Credit for purposes of satisfying the Debt Service Reserve Required Amount;

WHEREAS, the Lenders have agreed to make Additional Term Loan Commitments and Additional LC Commitments;

WHEREAS, the parties wish to amend and restate the Existing Credit Agreement and certain other Loan Documents in their entirety to, among other things, reflect such increase in the Initial Commitments, include the Additional Projects to the Project Pool and other changes requested by the Loan Parties; and

WHEREAS, the parties hereto intend that this Agreement and the other Loan Documents executed in connection herewith not affect a novation of the obligations of the Loan Parties under the Existing Credit Agreement but merely a restatement, and where applicable, an amendment to the terms governing such obligations;

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent, the Lenders and the Issuing Banks hereby agree as follows:

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions. Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement (including in the Recitals hereto).

“Acceptable Bank” shall mean any bank, trust company or other financial institution which is organized or licensed under the applicable Laws of the United States of America or Canada or any state, province or territory thereof which has a Tangible Net Worth of at least $500,000,000 and has at least two of the following Credit Ratings: “A-” or better by S&P, “A3” or better by Moody’s and “A-” or better by Fitch.

“Acceptable DSR Guarantee” shall have the meaning given to such term in the Depository Agreement.

“Acceptable DSR Letter of Credit” shall have the meaning given to such term in the Depository Agreement.

“Acceptable REC Guaranty” shall mean a guaranty related to a REC Contract in form and substance reasonably acceptable to the Administrative Agent.

“Acceptable Warranty” shall have the meaning given to such term in the Depository Agreement.

“Account Control Agreement” shall mean, collectively and individually, as the context may require (a) that certain Deposit Account Control Agreement, dated as of May 7 2021, among Fund 12 Opco, Capital One, National Association, and the Collateral Agent, (b) that certain Deposit Account Control Agreement, dated as of the Effectiveness Date, among Fund I Opco, Capital One, National Association, and the Collateral Agent, (c) that certain Deposit Account Control Agreement, dated as of the Effectiveness Date, among Fund II Opco, Capital One, National Association, and the Collateral Agent, and (d) such other account control agreement or replacement thereof with respect to an account of a Relevant Party that is in form and substance reasonably acceptable to the Administrative Agent.

“Acquisition” shall mean, collectively and individually, the Clearway Acquisition and the Level Solar Acquisition.

“Acquisition Documents” shall mean, collectively and individually, the Clearway Acquisition Documents and the Level Solar Acquisition Documents.

“Additional Expenses” shall mean indemnification payments to the Administrative Agent, the Lenders, the Depository Agent, and certain other Persons related to the same as described under the Loan Documents.

“Additional LC Commitment” shall have the meaning given to such term in the Recitals.

“Additional Projects” shall have the meaning given to such term in the Recitals.

“Additional Term Loan” shall mean the Term Loan made pursuant to Section 2.01(a).

“Additional Term Loan Commitment” shall have the meaning given to such term in the Recitals.

“Adjusted Term SOFR” shall mean, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, the Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” shall have the meaning given to such term in the preamble hereto, and include any successor Administrative Agents pursuant to Section 10.06.

“Administrative Agent DSCR Comments” shall have the meaning given to such term in Section 5.01(a)(v).

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule I, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” shall mean an administrative questionnaire in the form furnished by the Administrative Agent.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. For the avoidance of doubt, each of the Relevant Parties shall be an Affiliate of the other Relevant Parties and the Sponsors. In no event shall (a) the Administrative Agent be considered an Affiliate of another Person solely because any Loan Document contemplates that it shall act at the instruction of any such Person or such Person’s Affiliate, or (b) any Tax Equity Member be considered an Affiliate of a Relevant Party.

“Affiliate Transaction” shall have the meaning given to such term in Section 6.16.

“Affiliated Lender” shall have the meaning given to such term in Section 11.05(b)(vii).

“Agent” shall mean, collectively, the Administrative Agent, the Collateral Agent and the Depository Agent.

“Agreement” shall have the meaning given to such term in the preamble hereto.

“Amortization Period” shall mean the period commencing on the Closing Date through the date on which the initial term of all Customer Agreements shall have expired.

“Amortization Schedule” shall have the meaning given to such term in Section 3.05(d).

“Anti-Corruption Laws” shall have the meaning given to such term in Section 4.20(c).

“Anti-Money Laundering Laws” shall have the meaning given to such term in Section 4.20(b).

“Applicable Margin” shall mean (a) from the Effectiveness Date through (but excluding) May 14, 2023, 2.30% per annum, (b) from May 14, 2023 through (but excluding) May 14, 2026, 2.425% per annum and (c) from and after May 14, 2026, 2.55% per annum.

“Applicable Percentage” shall mean, for any Term Loan Lender, with respect to payments, computations and other matters relating to the Term Loan Commitments, a percentage equal to a fraction (a) the numerator of which is the Term Loan Commitment of such Term Lender and (b) the denominator of which is the total of the Term Commitments.

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Manufacturer” shall mean any manufacturer on the Approved Vendor List.

“Approved Vendor List” shall mean a list of approved panel and inverter manufacturers approved by the Administrative Agent and the Borrower in consultation with the Independent Engineer, which may be modified from time to time subject to the approval of the Administrative Agent and the Borrower in consultation with the Independent Engineer (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, any manufacturer that is the subject of (a) an Involuntary Bankruptcy or (b) any voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar Law now or hereafter in effect, shall be deemed removed from the Approved Vendor List.

“Arranger” shall mean Silicon Valley Bank as sole lead arranger and sole bookrunner.

“Assets” shall mean, with respect to any Person, all right, title and interest of such Person in land, Properties, buildings, improvements, fixtures, foundations, assets and rights of any kind, whether tangible or intangible, real, personal or mixed, including contracts, equipment, systems, books and records, proprietary rights, intellectual property, Permits, rights under or pursuant to all warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee lender (with the consent of any party whose consent is required by Section 11.05), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

“Authorized Officer” shall mean in relation to any Relevant Party or a Sponsor Party, any director, member or officer who is a natural Person authorized to act for or on behalf of the applicable Relevant Party or Sponsor Party in matters relating to such Relevant Party or Sponsor Party and who is identified on the list of Authorized Officers delivered by such Relevant Party or Sponsor Party to the Administrative Agent on the Closing Date (as such list may be modified or supplemented from time to time thereafter by delivery to the Administrative Agent of a duly executed Officer’s Certificate and an incumbency certificate of such Relevant Party or Sponsor Party).

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.11(a)(iii)(D).

“Backup Servicer” shall mean GreatAmerica Portfolio Services Group, LLC or such other provider of backup services as approved in writing by the Administrative Agent.

“Backup Servicer Agreement” shall mean (a) that certain Backup and Successor Services Agreement, dated as of March 19, 2021, and as amended on the Effectiveness Date, among the Borrower, ESE, the Backup Servicer and the Administrative Agent, and (b) any replacement thereof, in each case in a form and substance acceptable to the Administrative Agent.

“Bail-In Action” shall mean the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule, or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended, from time to time) and any other law, regulation, or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“BALIA” shall mean BAL Investment & Advisory, LLC.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated thereunder.

“Base Case Model” shall mean the comprehensive long-term financial model as updated from the initial Base Case Model delivered on the Effectiveness Date and attached as Exhibit F to this Agreement, reflecting among other things (a) quarterly payment periods ending on each Payment Date and (b) the projected Cash Available for Debt Service from the Eligible Projects, PBI Payments and the Eligible REC Contracts, and Operating Expenses from all other Projects in the Project Pool, Debt Service after giving effect to the transactions contemplated by the Transaction Documents, the making of the Loans and changes to market interest rates and interest rate protection in respect thereof, covering the period from the Closing Date until the Deemed Final Repayment Date. All amounts determined in accordance with the Base Case Model shall be determined assuming the P50 Production and shall take into account (i) only Eligible Revenues and (ii) all Operating Expenses with respect to the Project Pool. The Base Case Model shall be updated in accordance with Section 5.01(e)(ii) in a form and substance reasonably satisfactory to the Administrative Agent, and each update shall reflect the Eligible Revenues and Operating Expenses from the Project Pool, any mandatory or voluntary prepayments on the Term Loans, the termination of any remaining Term Loan Commitments and other changes to Debt Service and to reflect changes to market interest rates and interest rate protection in respect thereof.

“Base Rate” shall mean, at any time, the highest of (a) the Prime Lending Rate, (b) 1/2 of 1.00% per annum in excess of the overnight Federal Funds Effective Rate , and (c) the Adjusted Term SOFR for a one-month tenor in effect on such day (taking into account the Floor set forth in the definition of “Adjusted Term SOFR) plus 1.00%, in each case as in effect for such day (or, if such day is not a Business Day, on the immediately preceding Business Day); provided, that if the Base Rate as so calculated is less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in the Base Rate due to a change in the Prime Lending Rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective from and including the effective date of the change in such rates.

“Base Rate Loan” shall mean a Loan that bears interest based on the Base Rate.

“Base Rate Term SOFR Determination Day” shall have the meaning set forth in the definition of “Term SOFR”.

“Benchmark” shall mean, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.11(a)(i).

“Benchmark Loan” shall mean any Loan that bears interest at rates based upon the Benchmark.

“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining such a benchmark rate as a replacement for then then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement determined pursuant to clauses (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment (which may be positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announcement by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clauses (a) or (b) of this definition with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the U.S. Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and any Loan Document in accordance with Section 3.11(a)(ii) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.11(a)(ii).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Blocked Person” shall mean any Person that is: (a) listed on, or owned or controlled by a Person listed on, a Sanctions List, (b) a government of a Sanctioned Country, (c) an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country, (d) resident or located in, operating from, or incorporated under the laws of, a Sanctioned Country, or (e) to the Knowledge of the Borrower (acting with due care and inquiry), otherwise the subject or target of Sanctions.

“Borrower” shall have the meaning given to such term in the preamble.

“Borrower Collections” shall mean (a) all distributions from the Holdings, the Holdcos and the Wholly-Owned Opco to the Borrower and (b) all Collections received by the Borrower, in each case derived from the Eligible Projects, PBI Payments and Eligible RECs owned by the Opcos; provided, that Borrower Collections shall not include any Excluded Property.

“Borrower Membership Interests” shall mean all of the outstanding limited liability company interests issued by the Borrower (including all Economic Interests and Voting Rights).

“Borrowing Date” shall mean the date on which any Loan is made.

“Borrowing Notice” shall mean a request for a Loan by the Borrower substantially in the form of Exhibit A.

“Business Day” shall mean the hours between 9:00 a.m. – 4:00 p.m., Pacific time, Monday through Friday, other than the following days: (a) New Year’s Day, Dr. Martin Luther King, Jr. Day, Lincoln’s Birthday, Washington’s Birthday (celebrated on President’s Day), Good Friday, Memorial Day, the day before Independence Day, Independence Day, Labor Day, Columbus Day, Election Day, Veterans’ Day, the day before and after Thanksgiving Day, Thanksgiving Day, Christmas Eve, Christmas Day and New Year’s Eve and (b) any other day on which banks are required or authorized by Law to close in New York State; provided that for purposes hereof, if any day listed above as a day on which a bank is closed falls on a Saturday or Sunday, such day is celebrated on either the prior Friday or the following Monday.

“Calculation Date” shall mean each March 31, June 30, September 30 and December 31 of each year falling after the Closing Date.

“Capital Stock” shall mean:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of Assets of, the issuing Person including, all warrants, options or other rights to acquire any of the foregoing.

“Cash Available for Debt Service” shall mean, in respect of any period, the amount of Operating Revenues received during such period less Operating Expenses paid during such period.

“Cash Calculation Date” shall mean each April 15, July 15, October 15 and January 15 of each year falling after the Closing Date, or if any such day is not a Business Day, the immediately following Business Day.

“Cash Collateralize” or “Cash Collateralization” shall mean, in respect of any Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the Collateral Agent on terms satisfactory to the Administrative Agent and Issuing Bank, in an amount equal to 103% of the Stated Amount of such Letter of Credit.

“Cash Diversion Guarantors” shall mean each Sponsor and ESE.

“Cash Diversion Guaranty” shall mean that certain Amended and Restated Cash Diversion Guaranty, dated as of the Effectiveness Date, issued by the Cash Diversion Guarantors in favor of the Administrative Agent for the benefit of the Lender Parties and the Collateral Agent for the benefit of the Secured Parties.

“CEG Transition Services Agreement” shall mean that certain Transition Services Agreement, dated as of the Closing Date, between Clearway Energy Group LLC and RPV Holding.

“Change of Control” shall occur if (a) either the Sponsors collectively or a Permitted Transferee shall cease to indirectly beneficially own and control 50.1% of the equity interest in the Borrower or shall cease to retain control of the management of the Borrower, (b) the Pledgors collectively cease to directly beneficially own and control 100% of the Borrower Membership Interests in the Borrower, or (c) the Borrower ceases, collectively or individually, to directly or indirectly beneficially own and control 100% of the outstanding Opco Membership Interests, the Holding Membership Interests and the Holdco Membership Interests.

“Change of Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change of Law”, regardless of the date enacted, adopted or issued.

“Claims” shall have the meaning given to such term in Section 5.12(a).

“Class” shall have the meaning set forth in Section 1.04.

“Clearway Acquisition” shall mean the purchase by the Borrower of 100% of the outstanding membership interests in RPV Holding from RPV Holding LLC and Clearway Energy Group LLC pursuant to the Clearway Purchase and Sale Agreement.

“Clearway Acquisition Documents” shall mean the Clearway Purchase and Sale Agreement and all other documents relating to the Clearway Acquisition.

“Clearway Purchase and Sale Agreement” shall mean that certain Purchase and Sale Agreement, dated as of May 14, 2020, among RPV Holding LLC and Clearway Energy Group LLC, as sellers, and the Borrower, as buyer.

“Closing Date” shall mean May 14, 2020.

“Closing Date Funds Flow Memorandum” shall have the meaning given to such term in the Depositary Agreement.

“Code” shall mean the United States Internal Revenue Code of 1986, and the regulations promulgated pursuant thereto, all as amended or as may be amended from time to time.

“Collateral” shall mean the Assets and Property of, and equity interests in, the Borrower, each Holding and each Guarantor, which is now owned or hereafter acquired upon which a Lien is or is purported to be created by any Collateral Document and shall include all Assets and Property within the terms “Collateral”, “Depository Collateral”, “Collateral Account” and “Pledged Collateral”, as applicable, in the Collateral Documents all of which collectively constitute the “Collateral”.

“Collateral Accounts” shall have the meaning given to such term in the Depository Agreement.

“Collateral Agency Agreement” shall mean the Collateral Agency and Intercreditor Agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent, the Collateral Agent and each other Secured Party thereto from time to time.

“Collateral Agent” shall mean Silicon Valley Bank, and its successors and assigns in such capacity.

“Collateral Documents” shall mean, collectively, the Pledge Agreement, the Pledge and Security Agreement, the Cash Diversion Guaranty, the Guaranty and Security Agreement, the Collateral Agency Agreement, the Depository Agreement, the Tax Equity Consents, the REC Contract Consents, the Account Control Agreement, the Standing Instructions and each other collateral document, pledge agreement or standing instruction delivered to the Administrative Agent pursuant to Section 5.08 and any other document or agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties and all UCC or other financing statements, instruments or perfection and other filings, recordings and registrations required to be filed or made in respect of any of the foregoing.

“Collections” shall mean without duplication, with respect to any Opco, the (a) Rents and PBI Payments, including all scheduled payments and prepayments under any Customer Agreement or PBI Document, (b) pending assumption of a Customer Agreement relating to a Project, payments of Rent relating to such Project by lenders with respect to, or subsequent owners of, the Property where such Project has been installed, (c) proceeds of the sale, assignment or other disposition of any Collateral, (d) proceeds from the sale of RECs, (e) insurance proceeds and proceeds of any warranty claims arising from manufacturer, installer and other warranties, in each case, with respect to any Projects, (f) all recoveries including all amounts received in respect of litigation settlements and work-outs, (g) all purchase and lease prepayments received from a Customer with respect to any Project, and (h) all other revenues, receipts and other payments to such Opco of every kind whether arising from their ownership, operation or management of the Projects or otherwise; provided, that Collections shall not include any Excluded Property.

“Collections Account” shall have the meaning given to such term in the Depository Agreement.

“Collections Incentive Reserve Account” shall have the meaning given to such term in the Depository Agreement.

“Collections Incentive Reserve Required Amount” shall have the meaning given to such term in the Depository Agreement.

“Commitment” shall mean, as to each Lender, the aggregate of such Lender’s Term Loan Commitment and LC Commitment

“Competitor” shall mean a Person that is in the business of developing, owning, installing, constructing or operating solar equipment and providing solar electricity from such solar equipment to residential customers located in jurisdictions where the Sponsors or any Subsidiary are then doing business, primarily through power purchase agreements, customer service or lease agreements or capital loan products and not through direct sales of solar panels or any Affiliate of such a Person, but shall not include any back-up servicer or transition manager (including U.S. Bank, National Association and Wells Fargo Bank, N.A.) or any Person engaged in the business of making passive ownership or tax equity investments in such solar equipment and associated businesses so long as such Person has in place procedures to prevent the distribution of confidential information that is prohibited under this Agreement.

“Confidential Information” shall have the meaning given to such term in Section 11.11(a).

“Conforming Changes” shall mean, with respect to either the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate and to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consequential Losses” shall have the meaning given to such term in Section 3.07(e).

“Corresponding Tenor” shall mean with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Rating” shall mean, with respect to any Person, the rating by S&P, Moody’s, Fitch or any other rating agency agreed to by the Parties then assigned to such Person’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such Person as an issuer rating by S&P, Moody’s, Fitch or any other rating agency agreed by the Parties.

“Credit Requirements” shall mean, with respect to any Person, that such Person has at least one of the following Credit Ratings: “Baa2” outlook stable or higher from Moody’s, “BBB” outlook stable or higher from S&P or, other than in the case of a Person providing an Acceptable DSR Guarantee, “BBB” outlook stable or higher from Fitch.

“CT Investor” shall mean CT Solar Fund 1, LLC, a Delaware limited liability company.

“Customer” shall mean a natural person party to a Customer Agreement who leases, or agrees to purchase Energy produced by, a Project.

“Customer Agreement” shall mean those power purchase agreements or customer lease agreements (together with all ancillary agreements and documents related thereto, including any assignment agreement to a replacement Customer) with respect to a Project between an Opco, as owner or lessor, and a Customer, whereby the Customer agrees to purchase the Energy produced by the related Project for a fixed fee per kWh, or agrees to lease the Project for monthly lease payments, as applicable, in each case for a specified term of years and including agreements where the Customer has the ability to prepay such amounts.

“Customer Arrays” shall have the meaning given to such term in the Recitals. “Customer Event” shall mean:

(a) a Project experiences an Event of Loss and is not repaired, restored, replaced or rebuilt to substantially the same condition as existed immediately prior to the Event of Loss within one hundred twenty (120) days of such Event of Loss (an “Event of Loss Project”);

(b) the early termination of any Customer Agreement (including, but not limited to, as a result of the occurrence of a default thereunder) without a replacement Customer Agreement being entered into within five (5) Business Days in respect of such Project such that it would continue to be meet the criteria for a Eligible Project, regardless of whether or not any Relevant Party is entitled to or actually receives a termination payment from the Customer in connection with such termination;

(c) a Payment Facilitation Agreement is entered into;

(d) the elective prepayment by the Customer of any future amounts due under a Customer Agreement;

(e) the purchase of any Project by a Customer in accordance with the terms of the applicable Customer Agreement; and

(f) an Ineligible Customer Reassignment;

except to the extent any of the events in clauses (a) through (f) above occur in respect of an Excluded Prepaid Project.

“Customer Event Certificate” shall mean a certificate from an Authorized Officer of the Borrower in the form attached to a Transfer Date Certificate, containing (a) a comprehensive report of each Customer Event occurring during the quarterly period ending on the applicable Calculation Date and (b) the Borrower’s good faith, detailed calculation of the Customer Event Prepayment, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Borrower’s compliance with Section 3.03(b).

“Customer Event Prepayment” shall mean, in respect of any Payment Date, the mandatory prepayment payable on such applicable Payment Date in accordance with Section 3.03(b).

“Customer Purchase” means a purchase of a Project by a Customer pursuant to, and in accordance with, the applicable Customer Agreement that occurs during the five-year period beginning on the date that such Project is Placed in Service.

“Daily Simple SOFR” shall mean, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, the SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt Service” shall mean, for any period, the aggregate amount of all principal, interest, payments in the nature of interest (including default interest and net payments under an Interest Rate Hedging Agreement), letter of credit fees, commitment fees, Agent fees, or any other recurrent analogous costs and damages (including gross-ups and increased cost payments) payable pursuant to any Loan Document.

“Debt Service Coverage Ratio” shall mean, as determined in respect of any Payment Date, the ratio of:

(a) the Cash Available for Debt Service for the twelve (12) month period ending on the Cash Calculation Date immediately prior to the applicable Payment Date (or, if shorter, the period following the Closing Date); to

(b) the Debt Service (excluding (i) mandatory prepayments in respect of the Loans payable during such period pursuant to Section 3.03) for the twelve (12) month period ending on the applicable Payment Date (or, if shorter, the period following the Closing Date).

“Debt Service Coverage Ratio Certificate” shall mean a certificate from an Authorized Officer of the Borrower in the form of Exhibit G, containing its good faith, detailed calculation of its Debt Service Coverage Ratio for the immediately following Payment Date.

“Debt Service Reserve Account” shall have the meaning given to such term in the Depository Agreement.

“Debt Service Reserve Required Amount” shall have the meaning given to such term in the Depository Agreement.

“Debt Sizing Parameters” shall mean the following criteria, in each case as demonstrated by the Base Case Model:

(a) the minimum and average Debt Service Coverage Ratio projected for each twelve month period ending on a fiscal quarter commencing on June 30, 2020 until the Deemed Final Repayment Date of at least 1.40 to 1.00, assuming the Obligations are repaid in full by the Deemed Final Repayment Date and, in the case of any update to the Base Case Model, demonstrating any assume prepayment necessary as of the date of such update to satisfy compliance with such condition; and

(b) the principal outstanding under this Agreement (including any Loan being made as of the date of determination) is no greater than:

(i) the lesser of (i) 72.5% multiplied by the Portfolio Value related to Eligible Projects and PBI Payments and (ii) the maximum amount of debt that will, in accordance with the Base Case Model, allow for a minimum and average Debt Service Coverage Ratio projected for each twelve-month period through the Amortization Period of at least 1.38 to 1.00; plus

(ii) the lesser of (i) 68.0% multiplied by the Portfolio Value related to Eligible REC Contracts and (ii) the maximum amount of debt that will, in accordance with the Base Case Model, allow for a minimum and average Debt Service Coverage Ratio projected for each twelve-month period through the Amortization Period of at least 1.47 to 1.00; and

(c) the quotient, expressed as a percentage, of (i) principal outstanding under the Loans on the Maturity Date divided by (ii) the Portfolio Value at the Maturity Date, shall not exceed 67%.

“Debt Termination Date” shall mean the date on which the (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees payable hereunder shall have been paid indefeasibly paid in cash in full and all Letters of Credit shall have expired or terminated and all Drawing Payments shall have been reimbursed (unless the outstanding amount of the LC Exposure related thereto has been Cash Collateralized), and

(c) all other Obligations (other than any inchoate indemnification or expense reimbursement Obligations that expressly survive termination of the Agreement) shall have indefeasibly paid in cash in full.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Deemed Final Repayment Date” shall mean September 30, 2036.

“Default” shall mean any event, occurrence or circumstance that is, or with notice or the lapse of time or both would become, an Event of Default.

“Default Prepayment Project” shall mean, in respect of any Payment Date, an Eligible Project that became a Defaulted Project during the three month period ending on the immediately prior Calculation Date and after any Project Default Rate Threshold was exceeded for such three month period.

“Default Rate” shall mean a rate of 2.00% per annum in excess of the rate otherwise applicable to any Loan or other Obligation, which rate shall apply in accordance with Section 3.05(b).

“Defaulted Project” shall mean in respect of any Project and its related Customer Agreement (a) the applicable Customer is more than one hundred twenty (120) days past due on any amount due under such Customer Agreement and (b) either (x) such Customer Agreement has not been brought current and/or the related Customer Agreement has not been reassigned (or an amendment to the Customer Agreement or a replacement Customer Agreement has not been executed) within sixty (60) days after the end of such one hundred twenty (120) day period or (y) the Provider has determined that such Customer Agreement should be written off in accordance with its Management Standard.

“Defaulted Project Certificate” shall mean a certificate from an Authorized Officer of the Borrower in the form attached to a Transfer Date Certificate, containing (a) a comprehensive report of each Eligible Project that became a Defaulted Project and Defaulted Project Prepayment during the quarterly period ending on the applicable Calculation Date and (b) the Borrower’s good faith, detailed calculation of (i) the Default Rate during the applicable calendar year and since the Closing Date and (ii) the Defaulted Project Prepayment, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Borrower’s compliance with Section 3.03(b).

“Defaulted Project Prepayment” shall mean, in respect of any Payment Date, the mandatory prepayment payable on such applicable Payment Date in accordance with Section 3.03(b).

“Defaulted REC Contract” shall mean any REC Contract with respect to which a default has occurred pursuant to the terms of such contract and such default has not been cured within any applicable grace period.

“Defaulting Lender” shall mean a Lender that (a) has defaulted in its obligations to fund any Loan or otherwise failed to comply with its obligations under Section 2.01 or Section 2.02, unless (x) such default or failure is no longer continuing or has been cured within ten (10) days after such default or failure or (y) such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower and/or the Administrative Agent that it does not intend to comply with its obligations under Section 2.01 or Section 2.02 or has made a public statement to that effect unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent shall be specifically identified in such writing) has not been satisfied, or (c) has, or has a direct or indirect parent company that, other than via an Undisclosed Administration (as defined below) (i) has become the subject of a proceeding under any Debtor Relief Laws, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or Assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) has become the subject of a Bail-In Action; provided that, for the avoidance of doubt, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. For purposes of this definition, “Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company that is a solvent person, the appointment of a receiver, custodian, conservator, trustee, administrator or similar Person by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.

“Deficient Project” shall mean a Project that is a “Deficient Project” (as such term or any similarly defined term is defined in the applicable Master Purchase Agreement for such Project).

“Depository Agent” shall mean Wilmington Trust, N.A, and its successors and assigns in such capacity in accordance with the Depository Agreement.

“Depository Agreement” shall mean the Amended and Restated Depository Agreement dated as of the Effectiveness Date, among the Borrower, RPV 12, Fund I Opco, Customer Arrays, Fund II Opco, the Administrative Agent, the Collateral Agent and the Depository Agent.

“Distribution Conditions” shall have the meaning given to them in the Depository Agreement.

“Distribution Trap” shall occur at any time where the Distribution Conditions are not satisfied as of the most recent Payment Date.

“Distribution Trap Account” shall have the meaning given to such term in the Depository Agreement.

“Dollars” shall mean U.S. dollars.

“Drawing” shall mean a drawing on a Letter of Credit by the beneficiary thereof.

“Drawing Payment” shall mean a payment in U.S. Dollars by the relevant Issuing Bank of all or any part of the Stated Amount in conjunction with a Drawing under any Letter of Credit.

“Early Amortization Period” shall have the meaning given to such term in the Depository Agreement.

“Economic Interest” shall mean the direct or indirect ownership by one Person of Capital Stock in another Person. A Person who directly holds all of the Capital Stock of another Person is understood to hold an Economic Interest of one hundred percent (100%) in such other Person. For purposes of determining the Economic Interest of one Person in another Person where there are one or more other Persons in the chain of ownership, the Economic Interest of the first Person in the second Person shall be deemed proportionately diluted by Economic Interests of less than one hundred percent (100%) held by such other Persons in the chain of ownership. For example, if Company A owns eighty percent (80%) of the Capital Stock of Company B, which in turn owns eighty percent (80%) of the partnership interests in Partnership C, which in turn owns fifty percent (50%) of the Capital Stock in Company D, then Company A would have an Economic Interest in Company D of thirty-two percent (32%).

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including nay delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effectiveness Date” shall mean the date on which all conditions precedent set forth in Section 8.01 have been satisfied or waived by the Administrative Agent (acting on the instructions of the Lenders and the Issuing Banks).

“Effectiveness Date Funds Flow Memorandum” shall have the meaning given to such term in Section 8.01(k).

“Eligible Assignee” shall mean any Person that is a commercial bank, insurance company, investment or mutual fund or other Person that is an “accredited investor” (as defined in Regulation D of the Securities Act of 1933, as amended) or otherwise has a Tangible Net Worth not less than $250,000,000.

“Eligible Customer Agreement” shall mean a Customer Agreement in the form of one of the agreements provided by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date or such other form of agreement as reasonably approved by the Administrative Agent (acting on the instructions of the Required Lenders) in writing, which forms may be modified in a manner permitted under the Tax Equity Documents to (a) comply with Law or to qualify for an applicable solar incentive program (provided such changes do not reallocate risk to an Opco, Holdco or any of their Affiliates and otherwise could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on compliance by any Opco with consumer leasing and protection Law), (b) incorporate nonsubstantive or immaterial changes reasonably agreed with a Customer, or (c) incorporate such changes as approved by the Administrative Agent acting on the instructions of the Required Lenders.

“Eligible Project” shall mean a Project installed on a primary, secondary or townhome dwelling that is owned by an Opco and (a) has been Placed in Service, (b) is not (i) a Defaulted Project or (ii) the subject of any Customer Event described in clauses (a), (b), (e) and (f) of the definition thereof, (c) is not the subject of a Prepaid Customer Agreement, (d) is not a Deficient Project and (e) that the Customer under the Customer Agreement for such Project has a minimum FICO® Score of 650.

“Eligible RECs” shall mean all RECs sold under Eligible REC Contracts. “Eligible REC Contract” shall mean collectively and individually, as the context may require each REC Contract, together with any credit support agreements and documents, including any letters of credit, guarantees or collateral documents, provided in connection therewith, that (a) is a Permitted REC Contract, (b) is not a Defaulted REC Contract, (c) the REC Purchaser thereunder is a Qualified REC Purchaser, and (d) in the case of a REC Contract entered into by the Borrower, any Holding, any Holdco or any Wholly-Owned Opco, requiring the consent of the REC Purchaser for the collateral assignment of such contract to the Collateral Agent, the Administrative Agent has received REC Contract Consent, duly executed and delivered by each of the parties thereto.

“Eligible REC Event” shall mean the early termination of any Eligible REC Contract (including, but not limited to, as a result of the occurrence of a default thereunder) without a replacement Eligible REC Contract being entered into within five (5) Business Days in respect of the Eligible RECs subject to such terminated Eligible REC Contract, regardless of whether or not any Relevant Party is entitled to or actually receives a termination payment from the REC Purchaser in connection with such termination.

“Eligible REC Event Certificate” shall mean a certificate from an Authorized Officer of the Borrower in the form attached to a Transfer Date Certificate, containing (a) a comprehensive report of each Eligible REC Event occurring during the quarterly period ending on the applicable Calculation Date and (b) the Borrower’s good faith, detailed calculation of the Eligible REC Event Prepayment, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Borrower’s compliance with Section 3.03(b).

“Eligible REC Event Prepayment” shall mean, in respect of any Payment Date, the mandatory prepayment payable on such applicable Payment Date in accordance with Section 3.03(b).

“Eligible Revenues” shall mean operating revenue from (a) Eligible Projects consisting of payments by Customers pursuant to the applicable Customer Agreement, (b) PBI Payments and (c) Eligible REC Contracts;.

“Employee Benefit Plan” shall mean any employee pension benefit plan within the meaning of Section 3(2) of ERISA (excluding any Multiemployer Plan) which is subject to Title IV of ERISA or to Section 412 of the Code.

“Energy” shall mean physical electric energy, expressed in megawatt hours or kilowatt hours (“kWh”), of the character that passes through transformers and distribution or transmission wires, where it eventually becomes alternating current electric energy delivered at nominal voltage.

“Environmental Laws” shall mean all present and future Laws pertaining to or imposing liability or standards of conduct concerning environmental protection, human health and safety, contamination or clean-up or the use, handling, generation, Release or storage of Hazardous Material, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Hazardous Substances Transportation Act, as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, the Toxic Substances Control Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety and Health Act, as amended (to the extent relating to human exposure to Hazardous Materials), the National Environmental Policy Act, as amended, and all analogous state or local statutes, (including, with respect to the Projects located in the State of New York, the New York State Environmental Quality Review Act, as amended), any state superlien Law and environmental clean-up Laws and all regulations adopted in respect of the foregoing Laws whether now or hereafter in effect.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended or as may be amended from time to time.

“ERISA Affiliate” shall mean, in relation to any Person, any other Person under common control with the first Person, within the meaning of Section 4001(a)(14) of ERISA or Section 414 of the Code.

“Erroneous Payment” has the meaning assigned to it in Section 10.12(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 10.12(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 10.12(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 10.12(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 10.12(d).

“ESE” shall mean Solar Services Experts, LLC, a Delaware limited liability company.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person) from time to time.

“Event of Default” shall have the meaning given to such term in Section 9.01. “Event of Loss” shall mean (a) an event which causes all or a material portion of an Asset of a Relevant Party to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever (including any covered loss under a casualty insurance policy) and (b) any compulsory transfer or taking, or transfer under threat of compulsory transfer, of any Asset of a Relevant Party pursuant to the power of eminent domain, condemnation or otherwise.

“Event of Loss Project” shall have the meaning given to such term in the definition of “Customer Event.”

“Excluded Prepaid Customer Agreement” shall mean all Prepaid Customer Agreements where the applicable prepayment of energy or lease payments under such Customer Agreement is payable prior to or upon the respective Project associated with such Customer Agreement being Placed in Service.

“Excluded Prepaid Projects” shall mean all Projects subject to an Excluded Prepaid Customer Agreement.

“Excluded Property” shall mean:

(a) all cash proceeds from any upfront solar energy incentive programs, including proceeds pursuant to the California Solar Initiative (which are not subject to state income tax), or any other state or local solar power incentive program which provides incentives that are substantially similar to those provided under the California Solar Initiative (and which are similarly not subject to state income tax);

(b) all cash proceeds from any Excluded Prepaid Customer Agreements; and

(c) any distribution or amount released to Fund III Holdco from the Net Cash Flow Reserve (as defined in the Limited Liability Company Agreement of Fund III Opco) in accordance with the Limited Liability Company Agreement of Fund III Opco.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to any Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date after the Closing Date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.10(b)) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.09(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.09(e), and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Exempt Customer Agreements” shall mean (a) any Customer Agreement which has unpaid Rents that are 120 days or more past due, (b) any Customer Agreement where (i) the Customer’s interest in the underlying host Property for the applicable Project has been sold or otherwise transferred without either the Customer purchasing the Project or the new owner assuming such Customer Agreement and (ii) the applicable Provider reasonably determines that the current Customer will not make any purchase payment due under the Customer Agreement and the new owner will refuse to assume such Customer Agreement but for a Payment Facilitation Agreement in respect thereof, (c) any Customer Agreement subject to a dispute between an Opco and the Customer which, in light of the facts and circumstances known at the time of such dispute, the Provider reasonably determines the Customer under such Customer Agreement could reasonably be expected to stop making Rent payments due under the Customer Agreement but for a Payment Facilitation Agreement, or (d) any Customer Agreement which has a Customer that has become eligible for and is receiving an income-qualified discount on his or her electricity rate from the applicable local utility.

“Existing Credit Agreement” shall have the meaning given to such term in the Recitals.

“Existing Term Loans” shall have the meaning given to such term in the Recitals. “Expiration Date” shall mean, with respect to any Letter of Credit, the date of the expiration set forth therein.

“Facility” shall mean each of (a) the Term Loan Commitments and the Term Loans made hereunder and (b) the LC Commitments and the LC Exposure hereunder.

“FATCA” shall mean (i) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, (ii) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in (i) above, (iii) any agreements entered into pursuant to Section 1471(b)(1) of the Code, and (iv) any other agreement pursuant to the implementation of any treaty, law or regulation referred to in (i) or (ii) above with any Governmental Authority in the U.S. or any other jurisdiction.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent and from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letter” shall mean, collectively, (a) that certain fee letter, dated as of the Closing Date, among the Borrower, the Sponsors and Silicon Valley Bank, (b) that certain fee letter, dated as of the Effectiveness Date, among the Borrower, the Sponsors and Silicon Valley Bank, and (c) any other fee letter entered into by the Borrower and a Lender Party in connection with this Agreement.

“FERC” shall mean the Federal Energy Regulatory Commission, and any successor authority.

“FICO® Score” shall mean, in respect of any Customer, a credit score obtained from (a) Experian Information Solutions, Inc., (b) Transunion, LLC, or (c) Equifax Inc., in each case, as obtained on or about the date such Customer entered into, or took an assignment of, such Customer Agreement.

“Financial Statements” shall mean in relationship to any Person, its consolidated statements of operations and members’ equity, statements of cash flow and balance sheets.

“Firstar” shall mean Firstar Development, LLC. “Fitch” shall mean Fitch, Inc.

“Floor” shall mean a rate of interest equal to 0.0%.

“Foreign Lender” shall mean a Lender that is not a U.S. Person.

“FPA” shall mean the Federal Power Act, as amended, and FERC’s regulations thereunder.

“Fund I Holdco” shall have the meaning given to such term in the Recitals. “Fund I Opco” shall have the meaning given to such term in the Recitals. “Fund II Opco” shall have the meaning given to such term in the Recitals. “Fund III Holdco” shall have the meaning given to such term in the Recitals.

“Fund III Model” shall mean the financial equity base case model agreed and accepted by Fund III Opco and Firstar in respect of Firstar’s tax equity investment in Fund III Opco.

“Fund III Opco” shall have the meaning given to such term in the Recitals.

“Fund IV Holdco” shall have the meaning given to such term in the Recitals.

“Fund IV Model” shall mean the financial equity base case model agreed and accepted by Fund IV Opco, CT Investor and Firstar in respect of Firstar’s tax equity investment in Fund IV Opco.

“Fund IV Opco” shall have the meaning given to such term in the Recitals.

“Fund 11 Model” shall mean the financial equity base case model agreed and accepted by Fund 11 Opco and Firstar in respect of Firstar’s tax equity investment in Fund 11 Opco.

“Fund 11 Opco” shall mean RPV Fund 11 LLC, a Delaware limited liability company.

“Fund 12 Opco” shall mean RPV Fund 12 LLC, a Delaware limited liability company.

“Fund 13 Model” shall mean the financial equity base case model agreed and accepted by Fund 13 Opco and Firstar in respect of Firstar’s tax equity investment in Fund 13 Opco.  

“Fund 13 Opco” shall mean RPV Fund 13, LLC, a Delaware limited liability company.

“Funding Account” shall have the meaning given to such term in the Depository Agreement.

“GAAP” shall mean United States Generally Accepted Accounting Principles.

“Governmental Authority” shall mean with respect to any Person, any supra-national, national, federal or state or local government or other political subdivision thereof or any entity, including any regulatory or administrative authority, agency, department or court or central bank, exercising executive, legislative, judicial, taxing, regulatory or administrative or quasi-administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grant” shall mean a cash grant under section 1603 of the American Recovery and Reinvestment Tax Act of 2009, as amended.

“Guarantor” shall mean each Holdco and each Wholly-Owned Opco.

“Guaranty and Security Agreement” shall mean that certain Amended and Restated Guaranty and Security Agreement, dated as of the Effectiveness Date, by and among RPV 1, RPV 2, Fund 12 Opco, Fund I Holdco, Fund I Opco, Customer Arrays, Fund II Opco, Fund III Holdco, Fund IV Holdco and the Collateral Agent, acting for the benefit of the Secured Parties.

“Hazardous Material” shall mean any pollutant, contaminant or hazardous or toxic substance, material or waste that is regulated by or forms the basis of liability now or hereafter under, any Environmental Law, including any (a) petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fraction or by-product derivatives; (b) flammable substances, explosives or radioactive materials; (c) asbestos or asbestos-containing materials in any form; (d) polychlorinated biphenyls; and (e) any other radioactive, hazardous, toxic or noxious substance, material, pollutant, emission or discharge or contaminant that, whether by its nature or its use, is subject to regulation or giving rise to liability or obligation under any Environmental Law.

“Hedge Profile Repayment Date” shall mean the date upon which the Term Loans are shown to be finally repaid under the Base Case Model based on the assumption that all Cash Available for Debt Service is applied from the Maturity Date to pay Debt Service and otherwise prepay the Term Loans.

“Holdco Membership Interests” shall mean all the outstanding limited liability company interests issued by the Holdcos (including all Economic Interests and Voting Rights).

“Holdcos” shall mean RPV 1, RPV 2, Fund I Holdco, Fund III Holdco, and Fund IV Holdco.

“Holdings” shall mean RPV Holding and Sponsor Holding I.

“Holding Membership Interests” shall mean all the outstanding limited liability company interests issued by each of the Holdings (including all Economic Interests and Voting Rights).

“Illegality Notice” shall have the meaning given to such term in Section 3.11(a).

“Indebtedness” shall mean, for any Person, without duplication: (a) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of Property for which such Person or its Assets is liable, (b) all unfunded amounts under a loan agreement, letter of credit, surety bond or other similar instrument (unless secured in full by cash), or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (c) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests and any other payment required to be made in respect of any equity interests in any Person or rights or options to acquire any equity interests in any Person, but excluding any distributions required to be made (i) in respect of the outstanding class A membership interests issued by the Tax Equity Opcos or (ii) to a Borrower or any Subsidiary in respect of the outstanding Opco Membership Interests, Holdco Membership Interests or Holding Membership Interests, (d) all obligations (including all amounts to be capitalized) under leases that constitute capital leases for which such Person is liable, (e) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as borrower, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss, (f) all obligations of such Person under conditional sale or other title retention agreements relating to Property or Assets acquired by such Person (even though the rights of the seller or lender thereunder may be limited in recourse), and (g) all guarantees of such Person in respect of any of the foregoing. The Indebtedness of a Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

“Indemnified Amounts” shall have the meaning given to such term in Section 3.08(a).

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” shall have the meaning given to such term in Section 3.08(a).

“Independent” shall mean, when used with respect to any specified Person, that such Person (a) is in fact independent of each of the Relevant Parties and any Affiliate thereof, (b) does not have any direct financial interest or any material indirect financial interest in any of the Relevant Parties or any Affiliate thereof, and (c) is not connected with any of the Relevant Parties or any Affiliate thereof as an officer, employee, member, manager, contractor, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Engineer” shall mean DNV GL or any other Person from time to time appointed by the Administrative Agent to act as “Independent Engineer” for the purposes of this Agreement.

“Ineligible Customer Reassignment” shall mean a Customer Agreement has been assigned and the assignee Customer has a FICO® Score of less than 650 as of the date of such assignment.

“Information” shall have the meaning given to such term in Section 4.25(a).

“Initial Commitments” shall have the meaning given to such term in the Recitals.

“Initial LC Commitment” shall have the meaning given to such term in the Recitals.

“Initial Term Loan Commitment” shall have the meaning given to such term in the Recitals.

“Insurance Consultant” shall mean STANCE Renewable Risk Partners LLC or

any other Person from time to time appointed by the Administrative Agent to act as “Insurance Consultant” for the purposes of this Agreement.

“Insurance Policies” shall have the meaning given to such term in Section 5.13(a).

“Interest Period” shall mean, for each Payment Date, the period from and including the preceding Payment Date (or, with respect to the initial such period for the Additional Term Loans, the date on which the Lenders make the amount of their Additional Term Loans available to the Administrative Agent pursuant to Section 2.01(d)) to but excluding such Payment Date.

“Interest Rate Determination Date” shall mean, with respect to any Interest Period, the second Business Day prior to the commencement of such Interest Period.

“Interest Rate Hedging Agreement” shall mean any Swap Agreement entered into by the Borrower in the ordinary course of business and not for speculative purposes in order to effectively cap, collar or exchange interest rates (from floating to fixed rates) with respect to any interest-bearing liability or investment of the Borrower.

“Investment Company Act” shall mean the United States Investment Company Act of 1940, as amended or as may be amended from time to time.

“Involuntary Bankruptcy” shall mean any involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar Law now or hereafter in effect, in which any Sponsor or any Relevant Party is a debtor or any Assets of any such entity is property of the estate therein.

“IRS” means the United States Internal Revenue Service.

“Issuing Banks” shall mean (a) Silicon Valley Bank and (b) each other LC Lender as the Borrower may from time to time select as an Issuing Bank hereunder (provided that such LC Lender meets the Credit Requirements, shall be reasonably acceptable to the Administrative Agent and has agreed to be an Issuing Bank hereunder in a writing reasonably satisfactory to the Administrative Agent), each in its capacity as an issuer of Letters of Credit hereunder, in either case together with its permitted successors and assigns in such capacity.

“ITC” shall mean the 30% investment tax credit under Section 48 of the Code. “ITC Basis Notification” shall mean the receipt by any Relevant Party or any Affiliate thereof of (a) any notification of any audit, examination, administrative proceeding or investigation by any Governmental Authority, or any “Information Document Request” or similar information or document request from the IRS or the Treasury, concerning the fair market value or eligible basis of any solar projects any Opco acquired, sold, leased, developed, constructed or operated or (b) written guidance directed to any Relevant Party or any Affiliate thereof from the IRS or the Treasury setting forth recommended values for any solar projects any Opco acquired, sold, leased, developed, constructed or operated.

“Knowledge” whenever used in this Agreement or any of the Loan Documents, or in any document or certificate executed pursuant to this Agreement or any of the Loan Documents, (whether by use of the words “knowledge” or “known”, or other words of similar meaning, and whether or not the same are capitalized), shall mean, with respect to a Sponsor Party or any Relevant Party: (a) actual knowledge (which shall be deemed to include knowledge that would have been discovered after reasonable inquiry) of the Chief Executive Officer, Chief Financial Officer, and General Counsel of a Sponsor Party or any Authorized Officer of a Relevant Party, and (b) actual knowledge (which shall be deemed to include knowledge that would have been discovered after reasonable inquiry) of those officers, employees or other persons responsible for the day-to-day administration of the Projects, and the individuals who have responsibility for any policy making, major decisions or financial affairs, or primary management or supervisory responsibilities, of any Sponsor Party or any Relevant Party. The Borrower shall cause each of its Subsidiaries to promptly notify it of any event or circumstance that would require the Borrower to provide notice to a Lender Party under the Loan Documents upon Knowledge of the Borrower. Any notice delivered to the Sponsor Parties or any Relevant Party by a Secured Party shall provide such Person with Knowledge of the facts included therein.

“KWS 1” shall have the meaning given to such term in the Recitals.

“KWS 2” shall have the meaning given to such term in the Recitals.

“KWS 3” shall have the meaning given to such term in the Recitals.

“Laws” shall mean, collectively, all international, foreign, Federal, state and local statutes, common law, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority, and all applicable administrative orders, decrees, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“LC Application” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank, together with a Notice of LC Activity.

“LC Availability Period” shall mean the period from the Closing Date to 30 days prior to the Maturity Date.

“LC Commitment” shall mean, as to each LC Lender, its obligation to make an LC Loan to the Borrower pursuant to Section 2.02 in an aggregate principal amount of such LC Lender’s Initial LC Commitment and Additional LC Commitment at any one time outstanding, not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such LC Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; provided, that the aggregate principal amount of the LC Lenders’ LC Commitments on the Effectiveness Date shall not exceed $4,310,277.68 .

“LC Commitment Fee” shall mean an amount equal to the product of 0.5% per annum and the average unused LC Commitment (regardless of whether any conditions for issuance, extension or increase of the Stated Amount of a Letter of Credit could then be met and determined as of the close of business on any date of determination), for each day from the Closing Date through the expiration or earlier termination of the LC Availability Period.

“LC Documents” shall mean, as to any Letter of Credit, each LC Application and any other document, agreement and instrument entered into by the applicable Issuing Bank and the Borrower or in favor of such Issuing Bank and relating to such Letter of Credit.

“LC Exposure” shall mean, with respect to any LC Lender as of the date of determination, the sum of the aggregate amount of all participations by that Lender in (a) the Stated Amount of all Letters of Credit issued and outstanding at such time that have not been Cash Collateralized, plus (b) the aggregate amount of all unreimbursed Drawing Payments made in respect of Letters of Credit at such time, plus (c) the aggregate outstanding principal amount of all LC Loans at such time.

“LC Lender” shall mean a Lender with an LC Commitment, which as of the Closing Date is as set forth on Schedule 2.01.

“LC Loan” shall have the meaning set forth in Section 2.02(c)(ii).

“Lender” shall have the meaning given to such term in the preamble hereto and shall include any Term Lender and LC Lender (other than any Person that has ceased to be a party hereto pursuant to an Assignment and Assumption) and any other Person that shall have become a party hereto as a Lender pursuant to an Assignment and Assumption.

“Lender Parties” shall mean any Agent, each Lender and each Issuing Bank.

“Lending Office” shall mean, with respect to each Lender, such Lender’s address and, as appropriate, account on file with the Administrative Agent, or such other address or account as such Lender may from time to time notify to the Administrative Agent.

“Level Solar Acquisition” shall have the meaning given to such term in the Recitals.

“Level Solar Acquisition Documents” shall mean the Level Solar Purchase and Sale Agreement and all other documents relating to the Level Solar Acquisition.

“Level Solar Entities” shall mean Sponsor Holdings I, Fund I Holdco, Fund I Opco, Customer Arrays, Fund II Opco, Fund III Holdco, Fund III Opco, Fund IV Holdco, and Fund IV Opco.

“Level Solar Purchase and Sale Agreement” shall have the meaning given to such term in the Recitals.

“Letter of Credit” shall mean a standby letter of credit substantially in the form of Exhibit K governed by the laws of the State of New York and issued by the Issuing Bank under the total aggregate LC Commitment pursuant to Section 2.02(a)(i).

“Lien” shall mean, with respect to any Property or Assets, any lien, hypothecation, encumbrance, assignment for security, charge, mortgage, pledge, security interest, conditional sale or other title retention agreement or similar lien.

“Limited Liability Company Agreement” shall mean the respective limited liability company agreement or operating agreement of the Borrower, each Wholly-Owned Opco and each Tax Equity Opco.

“Loan Documents” shall mean, collectively, this Agreement, the Notes, if any, each Fee Letter, the Collateral Documents, the Secured Interest Rate Hedging Agreements, the Payoff Letter, the Backup Servicer Agreement, and all other documents, agreements or instruments executed in connection with the Obligations. For the avoidance of doubt, the term “Loan Documents” shall not include the Portfolio Documents.

“Loan Parties” shall mean the Borrower, each Pledgor, each Holding, and each Guarantor.

“Loans” shall mean the Term Loans and the LC Loans.

“Lockbox Account” shall mean a deposit account or securities account in the name of an Opco into which all Rents and other operating revenues paid to such Opco shall be deposited.

“Loss Proceeds” shall mean all amounts and proceeds (including instruments) from an Event of Loss received by the Loan Parties, including, without limitation, insurance proceeds or other amounts actually received, except proceeds of business interruption insurance.

“Maintenance Services Agreements” shall mean individually and collectively, as the context requires, (a) each agreement listed on Schedule 4.25(e), (b) each Transition Services Agreement, and (c) any replacement thereof in form and substance satisfactory to the Administrative Agent.

“Major Decision” shall mean, as to each Opco, any of the decisions contemplated to be made in any of the Limited Liability Company Agreements which require a vote by or the consent or approval of all or a supermajority or majority of the members or the Tax Equity Members of the applicable Opco.

“Major Maintenance Reserve Account” shall have the meaning given to it in the Depository Agreement.

“Management Standard” shall mean, with respect to a Provider, the requirement for such Provider to perform its duties in accordance with applicable Law and in accordance with Prudent Industry Practice.

“Managing Member Membership Interests” shall mean all of the outstanding managing member membership interests issued by the Tax Equity Opcos (including all Economic Interests and Voting Rights applicable to the managing member).

“Master Purchase Agreements” shall mean individually and collectively, as the context requires, (a) that certain Master Engineering, Procurement and Construction Agreement, dated as of April 9, 2015, by and between NRG Residential Solar Solutions, LLC and Fund 11 Opco and (b) that certain Development, EPC and Purchase Agreement, dated as of April 30, 2015, by and between NRG Residential Solar Solutions, LLC and Fund 13 Opco.

“Material Adverse Effect” shall mean, (a) a material adverse effect upon the business, operations, Property, Assets or condition (financial or otherwise) of the Borrower or any Loan Party, or (b) the material impairment of the ability of any Loan Party or any Sponsor Party to perform its obligations under any Loan Document, (c) a material adverse effect on the legality, validity or enforceability of any of the (i) Loan Documents or the rights and remedies of any Secured Party under any of the Loan Documents (including the validity, perfection or priority of the Collateral Agent’s Liens on the Collateral) or (ii) Limited Liability Company Agreements or Sponsor Guaranties, or (d) a material adverse effect on the use, value or operation of the Projects owned or leased by the Opcos taken as a whole.

“Maturity Date” shall mean the seventh (7^th) anniversary of the Closing Date.

“Maximum Rate” shall have the meaning given to such term in Section 11.18.

“Membership Interests” shall mean the Borrower Membership Interests, the Holding Membership Interests, the Holdco Membership Interests and the Opco Membership Interests.

“MIRA” shall have the meaning given to such term in Section 8.01(dd).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“Net Available Amount” shall mean, with respect to (a) any Asset sale by a Relevant Party or (b) the issuance or incurrence of any Indebtedness by any Relevant Party, the sale proceeds, debt proceeds or other amounts received in connection therewith net of any (i) such sale proceeds, debt proceeds or other amounts required to be allocated to a Tax Equity Member pursuant to a Tax Equity Document and (ii) reasonable and documented transaction or collection expenses (as applicable).

“Non-Agreed System Services” shall, with respect to a Project, have the meaning given to it in each applicable Maintenance Services Agreement or, if not defined in such Maintenance Service Agreement, mean any services relating to such Project that are outside the scope of services to be provided by the Provider under such Maintenance Service Agreement.

“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that, in each case, (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) otherwise has been approved by the Required Lenders.

“Non-Routine Services” shall, with respect to a Project, have the meaning given to it in each applicable Maintenance Services Agreement or, if not defined in such Maintenance Service Agreement, mean any non-routine services relating to such Project described under such Maintenance Service Agreement.

“Non-Routine Services Account” shall mean (a) each “Non-Routine Services Account”, “Non-Agreed Services Account” or similar such accounts as described and/or defined in the applicable Tax Equity Documents for each Tax Equity Opco and (b) the Spruce Non-Routine Services Account.

“Note” shall have the meaning given to such term in Section 2.04.

“Notice of LC Activity” shall have the meaning set forth in Section 2.02(b)(i).

“NRG Transition Services Agreement” shall mean that certain Transition Services Agreement, dated as of the Closing Date, between NRG Residential Solar Solutions, LLC and RPV Holding.

“NYGB” shall have the meaning given to such term in the Recitals.

“NYGB Debt Facility” shall mean that certain Amended and Restated Loan and Security Agreement, dated as December 16, 2016, among Level Solar Master Holdings I LLC, as borrower, and NYGB, as lender.

“Obligations” shall mean the principal amount of the Loans, accrued interest thereon and all advances to, fees, costs, expenses and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document (including the Secured Hedging Obligations, Erroneous Payment Subrogation Rights, any premium, reimbursements, Drawing Payments, damages, expenses, fees, costs, charges, disbursements, indemnities, and other liabilities) or otherwise with respect to any Loan, Letter of Credit or Secured Interest Rate Hedging Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that would accrue on any of the foregoing during the pendency of any bankruptcy or related proceeding with respect to any Loan Party.

“Officer’s Certificate” shall mean a certificate signed by any Authorized Officer of the Borrower and delivered to the Administrative Agent.

“OID” shall have the meaning given to such term in Section 3.09(g).

“Opcos” shall mean Fund 11 Opco, Fund 12 Opco, Fund 13 Opco, Fund I Opco, Customer Arrays, Fund II Opco, Fund III Opco and Fund IV Opco.

“Opco Membership Interests” shall mean (a) all of the Wholly-Owned Membership Interests, (b) all of the Managing Member Membership Interests, and (c) all other membership interests issued by an Opco that have been acquired by a Holdco or where the Tax Equity Member has withdrawn (including all acquired Economic Interests and Voting Rights).

“Opco Representations” shall mean the representations set forth in Annex B-1.

“Operating Account” shall have the meaning given to such term in the Depository Agreement.

“Operating Budget” shall mean the operating budget for the Relevant Parties set out under Section 5.01(e)(i) and as approved when required by the Administrative Agent.

“Operating Expenses” shall mean for any applicable period, all expenses and other amounts in the nature of expenses incurred by the Borrower, the Wholly-Owned Opco and, except (in order to avoid double counting) where used in the definition of “Cash Available for Debt Service,” the other Opcos during that period on a cash basis, including (without duplication) (a) payments under the Backup Servicer Agreement, the Maintenance Services Agreements (other than the SUNation Maintenance Services Agreements) and the other Project Documents (including, without duplication, all Services Fees, amounts funded into a Non-Routine Services Account and capital expenditures but, to avoid double counting, excluding Service Fees paid with amounts disbursed from a Non-Routine Services Account), (b) payments to comply with Laws (including Environmental Laws), (c) insurance premiums to the extent not covered in the Services Fees under the Maintenance Services Agreements, (d) Taxes (including payments in lieu of taxes), and (e) any other fee, cost and expense incurred in connection with (i) ownership, leasing and operation of the Projects held by the Wholly-Owned Opco and, except (in order to avoid double counting) where used in the definition of “Cash Available for Debt Service,” the other Opcos and (ii) the ownership of the Membership Interests (including Additional Expenses and fees, costs, indemnities and expenses payable to the Secured Parties pursuant to Section 4.02(a)(i) of the Depository Agreement), but excluding (A) Debt Service and (B) expenses and amounts in the nature of expenses which are paid with the proceeds of Excluded Property or a contribution by or on behalf of the Cash Diversion Guarantors or Pledgors as required pursuant to the Cash Diversion Guaranty.

“Operating Revenues” shall mean for any applicable period, all Borrower Collections during that period on a cash basis but excluding (without duplication) any Borrower Collections consisting of, or derived from, the following:

(a) any capital contribution or any other amounts contributed to the Relevant Parties by the Sponsors, the Pledgors or their Affiliates;

(b) the proceeds of the Loans or any other Indebtedness incurred by a Relevant Party;

(c) any net payments to the Borrower under an Interest Rate Hedging Agreement;

(d) the proceeds of the sale, assignment or other disposition of any Collateral or other Asset of a Relevant Party (other than (i) ordinary course sales of power or the leasing of a photovoltaic system pursuant to the Customer Agreements and (ii) PBI Payments);

(e) proceeds of any Customer Event, Defaulted Project or Defaulted REC Contract, including any termination payment, elective prepayment or purchase payments;

(f) Loss Proceeds and any other insurance proceeds (other than business interruption proceeds) and proceeds of any warranty claims arising from manufacturer, installer and other warranties;

(g) any other proceeds or other amounts that are required to be mandatorily prepaid pursuant to Section 3.03; and

(h) any Excluded Property and the proceeds thereof.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.10(b)).

“P50 Production” shall mean the production volume based on the P50 one (1) year confidence levels for Eligible Projects in the Project Pool reflected in the Base Case Model.

“Participant” shall have the meaning given to such term in Section 11.05(d)(i).

“Participant Register” shall have the meaning given to such term in Section 11.05(d)(ii).

“Party” shall mean the Borrower, the Lenders, the Administrative Agent and the Issuing Banks.

“PATRIOT Act” shall have the meaning given to such term in Section 11.12.

“Payment Date” shall mean (a) each January 31, April 30, July 31 and October 31 of each year falling after the Closing Date, or if any such day is not a Business Day, the immediately preceding Business Day and (b) the Maturity Date.

“Payment Facilitation Agreement” shall have the meaning given to such term in Section 6.10(a)(i).

“Payment Recipient” shall have the meaning given to such term in Section 10.12(a).

“Payoff Letter” shall mean that certain Pay-Off Letter, dated as of the date hereof, by and among Level Solar Master Holdings I LLC, the Level Solar Entities, and NYGB.

“PBI Documents” shall mean (a) all applications, forms and other filings required to be submitted to a PBI Obligor in connection with the performance based incentive program maintained by such PBI Obligor and the procurement of PBI Payments and (b) all approvals, agreements and other writings evidencing (i) that all conditions to the payment of PBI Payments by the PBI Obligor have been met, (ii) that the PBI Obligor is obligated to pay PBI Payments, and (iii) the rate and timing of such PBI Payments.

“PBI Obligor” shall mean any utility or Governmental Authority maintaining or administering a renewable energy program designed to incentivize the installation of photovoltaic systems and use of solar generated electricity that has approved and is obligated to make PBI Payments to the owner of the related photovoltaic system.

“PBI Payments” shall mean all payments due by the related PBI Obligor under or in respect of such PBI Documents.

“Periodic Term SOFR Determination Day” shall have the meaning given to such term in the definition of “Term SOFR”.

“Permits” shall mean any and all franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required to be obtained from a Governmental Authority under any Law, rule or regulation (including those required to interconnect a Project to the applicable distribution or transmission grid).

“Permitted Indebtedness” shall have the meaning given to such term in Section 6.01.

“Permitted Liens” shall mean:

(a) Liens imposed by any Governmental Authority for taxes, assessments or other governmental charges (i) that are not yet due or (ii) that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted (and enforcement of such Lien shall have been stayed) so long as (A) such proceeding shall not involve any material risk of the sale, forfeiture or loss of any part of any Project and shall not interfere with the use or disposition of any Project and (B) the payment thereof is fully covered by adequate reserves in accordance with GAAP, bonds or other security.

(b) mechanics’, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business or incident to the construction, improvement or restoration of a Project in respect of obligations (i) that are not yet due or (ii) that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted (and enforcement of such Lien shall have been stayed) so long as (A) such proceedings shall not involve any material risk of forfeiture, sale or loss of any part of such Project and shall not interfere with the use or disposition of any Project, and (B) the payment thereof is fully covered by adequate reserves in accordance with GAAP, bonds or other security;

(c) minor defects, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and that are not incurred to secure Indebtedness and encumbrances, licenses, restrictions on the use of Property or minor imperfections in title that do not materially impair the Property affected thereby for the purpose for which title was acquired or interfere with the operation and maintenance of a Project;

(d) judgment Liens that (i) do not involve any material risk of the sale, forfeiture or loss of any part of any Project and do not interfere with the use or disposition of any Project, (ii) are being contested in good faith and by appropriate appeal or review proceedings (and execution thereof is stayed pending such appeal or review), (iii) the payment thereof is fully covered by adequate reserves in accordance with GAAP, bonds or other security, and (iv) could not reasonably be expected to result in an Event of Default;

(e) deposits or pledges required to secure the performance of statutory obligations, appeals, supersedes and other bonds in connection with judicial or administrative proceedings and other obligations of a like nature not in excess of $50,000 in the aggregate;

(f) zoning, entitlement, conservation restrictions and other land use and environmental Laws by Governmental Authorities that do not involve any material risk of the sale, forfeiture or loss of any part of any Project and do not interfere with the use or disposition of any Project, and provided that the relevant owner of legal title to a Project is not in violation thereof;

(g) statutory Liens of banks (and rights of set off) not securing Indebtedness and incurred in the ordinary course of business;

(h) Liens created pursuant to the Loan Documents; and

(i) in respect of the Tax Equity Opcos only, Liens permitted under the terms of the Tax Equity Documents to the extent not included in clauses (a) through (h) of this definition of “Permitted Liens” that (i) have been approved in writing by the Administrative Agent or (ii) subject to Section 6.15, when taken together, could not reasonably be expected to result in a material adverse effect upon the business, operations, Assets or condition (financial or otherwise) of any individual Tax Equity Opco.

“Permitted REC Contract” shall mean any (i) each REC Contract set forth on Schedule 4.25(c) and Schedule 4.25(d) and (ii) any REC Contract (including any spot sale of RECs) entered into by the Borrower, a Holding, an Opco or a Holdco with a REC Purchaser for the sale of RECs that meet the following conditions: (a) the RECs sold under such REC Contract shall be limited to the RECs actually produced by the Projects owned by such Person and shall not include any RECs contracted to be sold under any other REC Contract, (b) the RECs sold under such REC Contract shall be subject to an irrevocable forward transfer (or other equivalent transfer) in favor of the REC Purchaser, (c) the recourse of the applicable REC Purchaser to such Person shall be expressly limited to the RECs sold under such REC Contract and the proceeds thereof, (d) such REC Contract shall include a covenant from the REC Purchaser not to petition for the bankruptcy of the applicable Person, and (e) other than in respect of any spot sale of RECs entered into in the ordinary course of business, no Default or Event of Default has occurred and is continuing at the time such REC Contract is entered into.

“Permitted Transferee” shall mean a Person that either is:

(a) a public company with (i) a market capitalization of at least $1,000,000,000, (ii) renewable power assets of at least 200 MW, and (iii) at least three (3) years of experience owning or managing either (A) 100 MW of non-utility solar projects (e.g., residential, commercial and industrial, and community solar projects) or (B) 50 MW of non-utility solar projects (e.g., residential, commercial and industrial, and community solar projects); provided that this clause (B) shall be available only if such Person has renewable power assets of at least 500 MW;

(b) a Person with (i) assets under management of at least $1,000,000,000, (ii) renewable power assets of at least 200 MW, and (iii) at least three (3) years of experience owning or managing either (A) 100 MW of non-utility solar projects (e.g., residential, commercial and industrial, and community solar projects) or (B) 50 MW of non-utility solar projects (e.g., residential, commercial and industrial, and community solar projects); provided that this clause (B) shall be available only if such Person has renewable power assets of at least 500 MW; or

(c) Tesla, Inc., Sunnova Energy Corporation, Sunrun, Inc. or Vivint Solar, Inc.; and such Person is (x) not a Blocked Person, (y) has provided a guarantee in favor of the Collateral Agent in substantially the same form and consisting of the same terms as the Cash Diversion Guaranty and (z) satisfies customary “know your customer” requirements of the Administrative Agent and the Lenders.

“Person” shall mean any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

“Placed in Service” shall mean, in respect of a Project, that it has been placed in service for U.S. federal tax purposes, including that it has been placed in a condition or state of readiness and availability for its specifically assigned function of generating electricity from solar energy and specifically that (a) all necessary Permits for operating such Project have been obtained (including permission to operate from the applicable local utility), (b) all critical tests necessary for proper operation of such Project have been performed, (c) legal title to such Project is held by a Subsidiary (and title and control of such Project has been handed over by the installer under the applicable installation agreement), (d) initial synchronization of such Project to the grid has occurred, and (e) daily operation of such Project has begun.

“Plan” shall mean an “employee benefit plan” within the meaning of Section 3(3) of ERISA which is subject to Title I of ERISA; a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any Similar Laws; and an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement.

“Pledge Agreement” shall mean that certain Pledge Agreement, dated as of the Closing Date, by and among the Pledgors and the Collateral Agent, acting for the benefit of the Lenders.

“Pledge and Security Agreement” shall mean that certain Amended and Restated Pledge and Security Agreement, dated as of the Effectiveness Date, by and among the Borrower and the other Loan Parties party thereto and the Collateral Agent, acting for the benefit of the Secured Parties.

“Pledgor” and “Pledgors” shall have the meaning given to such term in the Recitals.

“Portfolio Concentration Limits” shall mean, with respect to Eligible Projects (a) the capacity weighted average FICO® Score of all Customers under the Customer Agreements for such Eligible Projects is less than 750 and (ii) no greater than twenty percent (20%) of all Customers under the Customer Agreements for such Eligible Projects have a capacity weighted average FICO® Score of between 650 and 699.

“Portfolio Documents” shall mean (a) the Project Documents, (b) the Tax Equity Documents, and (c) the Wholly-Owned Documents.

“Portfolio Value” shall mean, as of the date of determination, the remaining present value of the projected Cash Available for Debt Service from the Eligible Projects, PBI Payments and Eligible REC Contracts, and Operating Expenses from all other Projects, in the Project Pool as set forth in the Base Case Model (updated as of such determination date) for each quarterly payment period during the remaining term of the Customer Agreements (not to exceed twenty (20) years and assuming no contract renewals), discounted at the higher of (a) six percent (6.0%) per annum and (b) the swapped interest rate of the Loans plus the Applicable Margin.

“Prepaid Customer Agreement” shall mean a Customer Agreement with respect to which the amounts due from the Customer over the initial term of such Customer Agreement in respect of the delivery of Energy, or the lease of the Project, have been prepaid.

“Prime Lending Rate” shall mean the rate which the Administrative Agent or one of its bank affiliates announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent or its bank affiliates, which may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

“Project” shall mean a residential photovoltaic system including photovoltaic panels, racking systems, wiring and other electrical devices, conduit, weatherproof housings, hardware, inverters, remote operating equipment, connectors, meters, disconnects, over current devices and battery storage (including any replacement or additional parts included from time to time) and, unless the context otherwise requires a reference to such residential photovoltaic system only, shall include the applicable Customer Agreement and PBI Documents related to such photovoltaic system and all other related rights, Permits and manufacturer, installer and other warranties applicable thereto.

“Project Default Rate” shall mean, from the Closing Date through the date of calculation, a ratio, expressed as a percentage, the numerator of which is the number of Projects owned by the Opcos that became Defaulted Projects during such period and the denominator of which is the number of Eligible Projects owned by the Opcos during such period.

“Project Default Rate Threshold” shall mean, for any period ending on a Calculation Date, a Project Default Rate of 0.4% per annum calculated on a cumulative basis for each such period from the Closing Date through such Calculation Date.

“Project Documents” shall mean (a) each Customer Agreement (including any Payment Facilitation Agreement), (b) all PBI Documents, (c) all REC Contracts, and (d) each Master Purchase Agreement.

“Project Information” shall mean the information listed on Schedule A, to be provided and updated in connection with each Project owned by the Opcos in accordance with Section 8.01.

“Project Pool” shall mean all the Projects owned by the Opcos.

“Project State” shall mean each state of the United States of America listed under Schedule 4.23(l).

“Project Transfer Agreement” shall mean individually and collectively, as the context requires, each “Assignment, Assumption and Transfer Agreement” providing for the transfer of Projects to a Tax Equity Opco which have been sold pursuant to a Capital Contribution Agreement or a Master Purchase Agreement, as applicable, inclusive of all supplements thereto in respect of the Projects in the Project Pool. 

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Provider” shall mean, individually and collectively, (a) each Transition Services Provider, (b) any provider under any Maintenance Services Agreement, (c) or any replacement provider appointed in accordance with the terms and conditions herein.

“Prudent Industry Practices” shall mean, with respect to any Project, those practices, methods, acts, equipment, specifications and standards of safety and performance, as they may change from time to time, that (a) are commonly used to own, manage, repair, operate, maintain and improve distributed solar energy generating facilities and associated facilities of the type that are similar to such Project, safely, reliably, prudently and efficiently and in material compliance with applicable requirements of Law and manufacturer, installer and other warranties and (b) are consistent with the exercise of the reasonable judgment, skill, diligence, foresight and care expected of a distributed solar energy generating facility operator or manager in order to accomplish the desired result in material compliance with applicable safety standards, applicable requirements of Law, manufacturer, installer and other warranties and the applicable Customer Agreement, in each case, taking into account the location of such Project, including climate change-related, environmental and general conditions. “Prudent Industry Practices” are not intended to be limited to certain practices or methods to the exclusion of others, but are rather intended to include a broad range of acceptable practices, methods, equipment specifications and standards used in the photovoltaic solar power industry during the relevant time period.

“PUHCA” shall mean the Public Utility Holding Company Act of 2005, as amended, and FERC’s regulations thereunder.

“Purchase and Sale Agreements” shall mean the Clearway Purchase and Sale Agreement and the Level Solar Purchase and Sale Agreement.

“Qualified REC Purchaser” shall mean (a) NRG Residential Solar Solutions, LLC and (b) any REC Purchaser that (i) has received a credit rating from one or more of S&P or Moody’s and neither such credit rating is respectively lower than BBB- or Baa3 or, if such Person has a credit rating from one or more of S&P or Moody’s respectively lower than BBB- or Baa3, such Person’s obligations under the REC Contract are guaranteed by an Acceptable REC Guaranty from a Person who has received a credit rating from one or more of S&P or Moody’s, neither of which is respectively lower than BBB- or Baa3, (ii) has provided a letter of credit from an Acceptable Bank, which is in form and substance satisfactory to the Administrative Agent, to support its obligations under the REC Contract and such letter of credit is in full force and effect, or (iii) is otherwise acceptable to the Administrative Agent and the Lenders in their sole discretion.

“Qualifying Facility” shall mean a “qualifying facility” as defined in the regulations of FERC at 18 C.F.R. § 292.101(b)(1) that also qualifies for the regulatory exemptions from the FPA set forth at 18 C.F.R. § 292.601(c), including the exemption from regulation under Sections 205 and 206 of the FPA set forth at 18 C.F.R. § 292.601(c)(1), the regulatory exemptions from PUHCA set forth at 18 C.F.R. § 292.602(b) and the exemptions from certain state laws and regulations set forth at 18 C.F.R. § 292.602(c).

“Quarterly Portfolio Report” shall have the meaning given to such term in Section 5.01(a)(iii)(A).

“REC” shall mean a renewable energy certificate representing any and all environmental credits, benefits, emissions reductions, offsets and allowances, howsoever entitled, that are created or otherwise arise from a Project’s generation of electricity, including, but not limited to, a solar renewable energy certificate issued to comply with a state’s renewable portfolio standard and in each case resulting from the avoidance of the emission of any gas, chemical, or other substance attributable to the generation of solar energy by a Project (including renewable energy credits sold under a forward sale agreement), but specifically excluding any and all production tax credits, investment tax credits, grants in-lieu of tax credits and other tax benefits and any performance based incentives paid under a program maintained or administered by a PBI Obligor (including any renewable energy certificates that are the basis for PBI Payments or to which a PBI Obligor is given title to under a performance based incentive program).

“REC Contract” shall mean a contract for the purchase of RECs and/or the related Reporting Rights.

“REC Contract Consent” shall mean for each REC Contract entered into by the Borrower, a Holding, a Holdco or a Wholly-Owned Opco requiring the consent of the REC Purchaser for the collateral assignment of such contract to the Collateral Agent, a consent to collateral assignment in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

“REC Purchaser” shall mean the purchaser of RECs and/or the related Reporting Rights under a REC Contract.

“Recapture End Date” shall mean, in respect of any Opco, the end of the applicable Recapture Period for the last Project owned or leased by such Opco to be Placed in Service.

“Recapture Period” shall mean, in respect of a Project, the period from the Closing Date through the fifth anniversary of the date that the applicable Project is Placed in Service.

“Recipient” shall mean (a) an Agent, (b) any Lender, (c) an Issuing Bank, or (d) any other Secured Party, as applicable.

“Register” shall have the meaning given to such term in Section 11.05(c). “Reimbursement Date” shall have the meaning set forth in Section 2.02(c)(ii). “Related Party” shall mean, with respect to any Person, each of such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” shall mean any disposing, discharging, injecting, spilling, leaking, leaching, dumping, pumping, pouring, emitting, escaping, emptying, seeping, migrating, placing and the like, into, under, through or upon any land or water or air, or otherwise entering into the environment, or the threat thereof.

“Relevant Member Action” means, with respect to any matter relating to a Tax Equity Opco with respect to which the organizational documents of such Tax Equity Opco (or any other contract, agreement, or instrument) grant voting, approval or consent rights to the related Holdco, or otherwise provide such Holdco with the ability, or otherwise permit such Holdco, to cause such Tax Equity Opco to take, or restrict such Tax Equity Opco from taking, any action, the exercise by any Loan Party, in its capacity as sole member of the related Holdco, of such voting, approval, consent or other rights; provided that for purposes of Article V and Article VI, if any voting, approval, or consent is required to be taken pursuant to the organizational documents of such Tax Equity Opco, the applicable Holdco’s fiduciary duties (to the extent applicable given any elections set forth in such organizational documents) or as otherwise required by applicable Laws, the “Relevant Member Action” shall be deemed to have been taken; provided further, that for purposes of Article VII, if any voting, approval, or consent is required to be taken pursuant to the organizational documents of such Tax Equity Opco, the applicable Holdco’s fiduciary duties (to the extent applicable given any elections set forth in such organizational documents) or as otherwise required by applicable Laws, the “Relevant Member Action” shall not be deemed to have been taken.

“Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York or any successor thereto.

“Relevant Party” shall mean each of the Loan Parties and the Opcos.

“Rents” shall mean the monies owed to the applicable Relevant Party by the Customers pursuant to the Customer Agreements, including any lease payments under any solar lease agreement and power purchase payments under any solar power service agreement or solar power purchase agreement that is a Customer Agreement.

“Replaced Hedge Provider” shall have the meaning given to such term in Section 3.10(b).

“Replacement Hedge Provider” shall have the meaning given to such term in Section 3.10(b).

“Reporting Right” shall mean the right of a Person that owns a REC to report that it owns such REC (a) to any Governmental Authority or other Person under any emissions trading or reporting program, public or private, having jurisdiction over, or otherwise charged with overseeing or reviewing the activities of, such Person in respect of such REC, and (b) to customers or potential customers for the purposes of marketing and advertising. 

“Required Facility Lenders” shall mean, with respect to any Facility, at least two Lenders (or all Lenders if there is only one Lender), other than Defaulting Lenders, representing more than 50% of the Commitments, Loans and LC Exposure, as the case may be, outstanding under such Facility.

“Required Lenders” shall mean at least two Lenders (or all Lenders if there is only one Lender), other than Defaulting Lenders, representing more than 50% of the aggregate amount of (and for the avoidance of doubt, taken together) Commitments, Loans and LC Exposure outstanding.

“Required Non-Routine Services Amount” shall have the meaning given to such term in the Depository Agreement.

“Resignation Effective Date” shall have the meaning given to such term in Section 10.06(a).

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. 

“Restricted Payment” shall mean (a) any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, Property, securities or a combination thereof, to an owner of a beneficial interest in such Person or otherwise with respect to any ownership or equity interest or security in or of such Person and (b) any payments on subordinated debt contemplated by Section 6.01(d).

“RPV 1” shall mean RPV 1 LLC, a Delaware limited liability company.

“RPV 2” shall mean RPV 2 LLC, a Delaware limited liability company.

“RPV Holding” shall mean RPV 1 Holdco LLC, a Delaware limited liability company.

“S&P” shall mean Standard & Poor’s Financial Services, LLC, a subsidiary of the McGraw-Hill Companies, Inc.

“Sanctioned Country” shall mean any country or territory that is the subject of a general export, import, financial or investment embargo under any Sanctions.

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” shall mean (a) the United States, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) the respective governmental institutions of any of the foregoing including, without limitation, Her Majesty’s Treasury, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State and any other agency of the U.S. government.

“Sanctions List” shall mean any of the lists of specifically designated nationals or designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time (including the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the U.S. Department of the Treasury).

“Secured Hedge Provider” shall have the meaning given to such term in the Collateral Agency Agreement.

“Secured Hedging Obligations” shall mean the obligations of the Borrower under the Secured Interest Rate Hedging Agreements.

“Secured Interest Rate Hedging Agreement” shall mean each Interest Rate Hedging Agreement entered into by the Borrower with a Secured Hedge Provider.

“Secured Party” shall have the meaning given to such term in the Collateral Agency Agreement.

“Serial Defect” shall have the meaning given to such term in the Depository Agreement.

“Services Fee” shall mean for each Opco the sum of (a) all periodic payments for included services under the Maintenance Service Agreements for such Opco, and (b) any amounts paid to Provider under a Maintenance Services Agreement as reimbursement for any Non-Routine Services or Non-Agreed System Services.

“Servicer Termination Event” shall mean:

(a) failure by the Provider to make any payment, transfer or deposit required to be made under terms of Section 5.16 or a Maintenance Services Agreement within five (5) Business Days of the date required;

(b) failure by the Provider to deliver the Provider’s reports referred to in Section 5.01(a)(iv) within ten (10) Business Days of date required to be delivered;

(c) an event of default (howsoever described) or right or cause to remove the Provider arises under a Maintenance Services Agreement;

(d) an event described in Section 9.01(e) or 9.01(f) occurs with respect to a Provider;

(e) any (i) representation or warranty made by the Provider in the Maintenance Services Agreements, or any Financial Statement or certificate, report or other writing furnished pursuant thereto, or (ii) certificate, report, any Financial Statement or other writing made or prepared by, under the control of or on behalf of the Provider shall prove to have been untrue or misleading in any material respect as of the date made; provided, however, that if any such misstatement is capable of being remedied and has not caused a Material Adverse Effect, such Provider may correct such misstatement by curing such misstatement (or the effect thereof) and delivering a written correction of such misstatement, in a form and substance satisfactory to the Administrative Agent, within thirty (30) days of (x) obtaining Knowledge of such misstatement or (y) receipt of written notice from a Relevant Party or the Administrative Agent of such default;

(f) the Provider ceases to be in business of monitoring or maintaining energy equipment of a type comparable to the Projects;

(g) at all times that an Affiliate of the Sponsors is the Provider, an Event of Default shall have occurred and is continuing;

(h) the Debt Service Coverage Ratio is less than 1.05 to 1.00 on any Payment Date; and

(i) Termination of a Maintenance Services Agreement by an Opco (including by a Tax Equity Member on its behalf) other than at its normal expiry date in accordance with its terms.

“SHC 1” shall have the meaning given to such term in the Recitals.

“SHC 2” shall have the meaning given to such term in the Recitals.

“SHC 3” shall have the meaning given to such term in the Recitals.

“Similar Law” shall mean the provisions under any federal, state, local, non-U.S. or other Laws or regulations that are similar to the fiduciary responsibility provisions of Title I of ERISA or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code.

“SOFR” shall mean a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” shall mean the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Day” shall have the meaning set forth in the definition of “Daily Simple SOFR”.

“SOFR Loan” shall mean a Loan that bears interest at a rate based on Adjusted Term SOFR, other than, pursuant to clause (c) of the definition of “Base Rate Loan”.

“SOFR Rate Day” shall have the meaning set forth in the definition of “Daily Simple SOFR”

“Sponsor Guaranty” shall mean individually and collectively, each guaranty in favor of a Tax Equity Member listed on Schedule 4.25(c).

“Sponsor Holdings I” shall have the meaning given to such term in the Recitals.

“Sponsor Parties” shall mean each Cash Diversion Guarantor and each Provider that is an Affiliate of the Borrower.

“Spruce Non-Routine Services Account” shall have the meaning given to such term in the Depository Agreement.

“Standard Rate” shall mean (a) for any Benchmark Loan, during each Interest Period applicable thereto, the per annum rate equal to the sum of the then-current Benchmark plus the Applicable Margin and (b) for any Base Rate Loan, during each Interest Period applicable thereto, the per annum rate equal to the sum of the Base Rate for such Interest Period plus the Applicable Margin.

“Standing Instructions” shall have the meaning assigned to such term in Section 5.25(g).

“Stated Amount” shall mean, with respect to any Letter of Credit at any time, the total amount in U.S. Dollars available to be drawn under such Letter of Credit at such time.

“Subsidiaries” shall mean each Holding, each Holdco and each Opco.

“SUNation” shall mean SUNation Solar Systems, Inc.

“SUNation Maintenance Services Agreements” shall mean each Maintenance Services Agreement with SUNation as Provider.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Tangible Net Worth” shall mean with respect to any Person, (a) all shareholders’ equity in such Person and its wholly-owned subsidiaries, determined on a consolidated basis in accordance with GAAP (less the value of all assets properly classified as intangible assets under GAAP) or (b) if such Person is a fund or similar entity, (i) partners’ equity in such Person (determined in accordance with GAAP) plus (ii) the unfunded or uncalled capital commitments of the partners in such Person determined in accordance with such Person’s limited partnership agreement or equivalent constituent documents, other than the unfunded or uncalled capital commitment of any defaulting partner or any partner whose commitment cannot be called in respect of the obligations or any guaranty of those obligations being provided by such Person in connection herewith, less (iii) the sum of (A) the amount of any liabilities of such Person, determined in accordance with GAAP, and (B) without duplication, the full amount of unfunded obligations of such Person to or related to investments and other activities of such Person (including amounts committed to be funded on a conditional or contingent basis).

“Tax Equity Consents” shall mean collectively and individually, as the context shall require (a) that certain Consent Agreement, dated as of the Closing Date, among BALIA, RPV 1, Fund 11 Opco and the Collateral Agent, (b) that certain Consent Agreement, dated as of the Closing Date, among Firstar, RPV 2, Fund 13 Opco and the Collateral Agent, (c) that certain Consent Agreement, dated as of the Effectiveness Date, among Firstar, Fund III Holdco, Fund III Opco, and the Collateral Agent, and (d) that certain Consent Agreement, dated as of the Effectiveness Date, among Firstar, CT Investor, Fund IV Holdco, Fund IV Opco, and the Collateral Agent.

“Tax Equity Documents” shall mean for each Tax Equity Opco, the applicable Limited Liability Company Agreement, Master Purchase Agreement, Project Transfer Agreement, Maintenance Services Agreement, Backup Servicer Agreement, Sponsor Guaranty, and any other documents reflecting an agreement between a Sponsor (or any Affiliate of a Sponsor) and any of the Tax Equity Members relating to such Tax Equity Members’ investment in a Project or a Tax Equity Opco.

“Tax Equity Member” shall mean, (a) with respect to Fund 11 Opco, BALIA, (b) with respect to Fund 13 Opco, Firstar, (c) with respect to Fund III Opco, Firstar, and (d) with respect to Fund IV, Firstar and CT Investor.

“Tax Equity Opco” shall mean Fund 11 Opco, Fund 13 Opco, Fund III Opco, and Fund IV Opco.

“Tax Equity Opco Covenants” shall mean the covenants set forth in Annex B-2.

“Tax Equity Opco Model” shall mean individually and collectively, as the context requires, each of the Fund 11 Model, the Fund 13 Model, the Fund III Model, and the Fund IV Model.

“Tax Equity Opco Representations” shall mean the representations set forth in Part 1 of Annex B-1.

“Tax Equity Withdrawal Date” shall mean, with respect to a Tax Equity Opco, such date under the Tax Equity Documents for such Tax Equity Opco after which the “class B” member is required to purchase the outstanding “class A” membership interests of an Opco or any membership interests held by a Tax Equity Member in such Opco.

“Tax Exempt Person” shall mean (a) the United States, any state or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (b) any organization which is exempt from tax imposed by the Code (including any former tax-exempt organization within the meaning of Section 168(h)(2)(E) of the Code), (c) any Person who is not a United States Person, (d) any Indian tribal government described in Section 7701(a)(40) of the Code, (e) any “tax-exempt controlled entity” under Section 168(h)(6)(F) of the Code, and (f) a partnership or other pass-through entity (including a disregarded entity) a direct owner of which is described in clauses (a) – (e) or this clause (f); provided, however, that any such Person shall not be considered a Tax Exempt Person to the extent that (i) the exception under Section 168(h)(1)(D) of the Code applies with respect to the income from the applicable Projects for that Person, (ii) the Person is described within clause (c) of this definition, and the exception under Section 168(h)(2)(B)(i) of the Code applies with respect to the income from the applicable Projects for that Person, or (iii) such Person avoids being a “tax-exempt controlled entity” under Section 168(h)(6)(F) of the Code by making an election under Section 168(h)(6)(F)(ii) of the Code. A Person shall cease to be a Tax Exempt Person if (A) such Person ceases to be a “tax-exempt entity” within the meaning of Section 168(h)(2) of the Code or any successor provision thereto, by virtue of a change in such section or provision of the Code; or (B) such Person ceases to be a “tax-exempt controlled entity” within the meaning of Section 168(h)(6)(F) of the Code or any successor provision thereto, by virtue of a change in such section or provision of the Code.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lender” shall mean a Lender with a Term Loan Commitment, which as of the Effectiveness Date is as set forth on Schedule 2.01.

“Term Loan” shall mean, individually and collectively, an Existing Term Loan and the Additional Term Loan.

“Term Loan Commitment” shall mean, as to each Lender, such Lender’s Initial Term Loan Commitment and Additional Term Loan Commitment in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01; provided, that the aggregate principal amount of the Lenders’ Term Loan Commitments on the Effectiveness Date shall not exceed $80,336,446.88.

“Term SOFR” shall mean:

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day.

“Term SOFR Adjustment” shall mean for any calculation with respect to a Base Rate Loan or a SOFR Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest Period therefor:

Base Rate Loans: 0.236%

SOFR Loans:

“Term SOFR Administrator” shall mean the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Borrowing” shall mean as to any Borrowing, the Loans bearing interest at a rate based on Adjusted Term SOFR comprising such Borrowing other than pursuant to clause (c) of the definition of “Base Rate”.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Trade Date” shall have the meaning given to such term in Section 11.05(b)(i)(B).

“Transaction Documents” shall mean, collectively, each Loan Document, each Portfolio Document and the Acquisition Documents.

“Transfer Date Certificate” shall have the meaning given to “Executed Withdrawal/Transfer Instructions” in the Depository Agreement.

“Transition Services Agreements” shall mean the NRG Transition Services Agreement and the CEG Transition Services Agreement.

“Transition Services Provider” shall mean (a) with respect to the NRG Transition Services Agreement, NRG Residential Solar Solutions LLC, a Delaware limited liability company, and (b) with respect to the CEG Transition Services Agreement, Clearway Energy Group, LLC, a Delaware limited liability company.

“Treasury” means the U.S. Department of the Treasury.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended, from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments or its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning given to such term in Section 3.09(e)(ii)(B)(3).

“Voting Rights” shall mean the right, directly or indirectly, to vote on or cause the direction of the management and policies of a Person in ordinary and extraordinary matters through the ownership of voting securities; provided, however, that a Person shall not be deemed to hold Voting Rights if by contract or by order, decree or regulation of any Governmental Authority, such Person has effectively ceded or been divested of the power to exercise such vote on, or cause the direction of, such management and policies.

“Warranty Event” shall have the meaning given to such term in the Depository Agreement.

“Wholly-Owned Documents” shall mean for each Wholly-Owned Opco (a) the applicable Limited Liability Company Agreement, Master Purchase Agreement, Maintenance Services Agreement, Backup Servicer Agreement, and REC Contracts and (b) any agreement entered into with a Tax Equity Member in connection with the buy-out or withdrawal of the applicable Tax Equity Member from such Opco.

“Wholly-Owned Membership Interests” shall mean all of the outstanding membership interests of each Wholly-Owned Opco.

“Wholly-Owned Opco Collection Accounts” shall mean each account held or maintained by a Wholly-Owned Opco into which any Collections are deposited and subject to an Account Control Agreement.

“Wholly-Owned Opco” shall mean (a) the Borrower, to the extent that it directly owns or leases Projects, (b) each Opco that is wholly-owned, directly or indirectly, by the Borrower, and (c) any Tax Equity Opco after the buy-out or withdrawal of the Tax Equity Member.

“Wholly-Owned Opco Representations” shall mean the representations set forth in Part 2 of Annex B.

“Write-down and Conversion Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities, or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02 Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(c) “or” is not exclusive;

(d) “including” shall mean including without limitation;

(e) words in the singular include the plural and words in the plural include the singular;

(f) all references to “$” are to United States dollars unless otherwise stated;

(g) any agreement, instrument or statute defined or referred to in this Agreement or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its successors and permitted assigns; and

(h) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

SECTION 1.03 Time of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

SECTION 1.04 Class of Loan. For purposes of this Agreement, Loans may be classified and referred to by class (“Class”). The “Class” of a Loan refers to whether such Loan is a Term Loan or an LC Loan and, when used in reference to any Commitment, refers to whether such Commitment is a Term Loan Commitment or a LC Commitment.

SECTION 1.05 Subsidiary Actions. Unless otherwise specified, any reference in this Agreement requiring the Borrower to cause its Subsidiaries to take any action shall, with respect to Subsidiary that is a Tax Equity Opco, be interpreted to mean that the Borrower has taken all Relevant Member Action to cause such Tax Equity Opco to take such action.

SECTION 1.06 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II.

THE LOANS

SECTION 2.01 The Term Loans.

(a) On the Closing Date, the Term Lenders made the Existing Term Loans to the Borrower in accordance with the terms of the Existing Credit Agreement and all Initial Term Loan Commitments terminated on the Closing Date. Subject to the terms and conditions set forth in this Agreement, each Term Lender agrees severally, and not jointly, to make an Additional Term Loan to the Borrower in a single borrowing on the Effectiveness Date in a principal amount equal to its Additional Term Loan Commitment (the “Additional Term Loans”). In no event shall the aggregate principal amount of the Term Loans outstanding on the Effectiveness Date exceed the total aggregate Term Loan Commitments of all Term Lenders. Each Term Lender’s Additional Term Loan Commitment shall terminate without further action on the Effectiveness Date after giving effect to any funding of such Term Lender’s Additional Term Loan Commitment on such date pursuant to the Effectiveness Date Funds Flow Memorandum. Once terminated the Additional Term Loan Commitments cannot be reinstated.

(b) The Borrower may only make one borrowing under the Additional Term Loan Commitments, which shall be on the Effectiveness Date. The Borrower shall deliver a Borrowing Notice to the Administrative Agent no later than 10:00 a.m. (Pacific time) at least three (3) U.S. Government Securities Business Days in advance of the proposed Borrowing Date (or such shorter timeframe as may be agreed by the Administrative Agent in its sole discretion, but in no event less than one (1) Business Day in advance of the proposed Borrowing Date). The Borrowing Notice shall be irrevocable, shall be signed by an Authorized Officer of the Borrower and shall specify the following information in compliance with this Section 2.01:

(i) the aggregate amount of the requested Additional Term Loan;

(ii) the proposed Borrowing Date, which shall be a Business Day; and

(iii) the account(s) to which the proceeds of the Additional Term Loan are to be disbursed (if applicable).

(c) The Borrower shall use the proceeds of the Additional Term Loan borrowed under this Section 2.01 solely (i) to finance the Level Solar Acquisition and repay in full outstanding Indebtedness under the NYGB Debt Facility, (ii) except to the extent funded with a Letter of Credit, to fund the Debt Service Reserve Account in an amount equal to the Debt Service Reserve Required Amount, (ii) to fund any other reserves required under the Loan Documents, and (iv) to pay fees due pursuant to the Loan Documents and costs and expenses incurred pursuant to the Loan Documents or otherwise in connection with such Additional Term Loan.

(d) Subject to the terms and conditions set forth herein (including the prior satisfaction or waiver of the applicable conditions precedent under Article VIII), each Term Lender shall make the amount of its Additional Term Loan (which amounts may be net of any fees owed to such Lender in connection with such Additional Term Loan pursuant to a Fee Letter) available to the Administrative Agent (or such Person directed by the Administrative Agent) not later than 12:00 p.m. (Pacific time) on the Borrowing Date by wire transfer of same day funds, in Dollars to the account specified by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Additional Term Loans available to the Borrower on the Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Additional Term Loans received into such account from the Term Lenders by 2:00 p.m. (Pacific time) on the Borrowing Date to be credited to the account of the Borrower designated in the Borrowing Notice delivered pursuant to Section 2.01(b). Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed.

(e) On the Effectiveness Date, all Existing Term Loans shall be converted to SOFR Loans.

SECTION 2.02 Letters of Credit.

(a) Issuance.

(i) Subject to and upon the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Banks hereby agree to issue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the Issuing Banks shall refuse to issue a Letter of Credit for any other purpose). Letters of Credit issued hereunder shall constitute utilization of the total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at such time shall not exceed the total aggregate LC Commitment of all LC Lenders. The Issuing Banks will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder.

(ii) Notwithstanding any provision herein to the contrary, Letters of Credit shall be issued pro rata among the LC Lenders in accordance with their respective LC Commitment, or if no LC Commitment remains, then in accordance with their respective LC Exposure, such that the aggregated Stated Amount of all Letters of Credit issued in connection with a request by the Borrower shall equal the aggregate Stated Amount for Letters of Credit required to be provided by the Borrower. After issuance, the Borrower shall be permitted to increase or decrease the Stated Amount of any Letter of Credit only if it increases or decreases, as applicable, all other Letters of Credit pro rata in accordance with the LC Lenders’ respective LC Commitment (or if no LC Commitment remains, then in accordance with such LC Lender’s LC Exposure). Additionally, except in the case of (x) any amendment extending the Expiration Date (as defined therein) of any Letter of Credit or (y) any ministerial or administrative amendments, no Letter of Credit shall be amended, renewed, reinstated or extended unless each Letter of Credit is amended, renewed, reinstated or extended, as the case may be, on the same basis.

(iii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank and without any further action on the part of such Issuing Bank or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from such Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit.

(iv) Each Letter of Credit (A) shall be denominated in Dollars, (B) expire no later than the earlier of (x) the seventh (7^th) anniversary of its date of issuance and (y) the Maturity Date, and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed among the Borrower, the Administrative Agent and the applicable Issuing Bank.

(b) Notice of LC Activity.

(i) Subject to Section 2.02(d), the Borrower may request (A) the issuance or extension of any Letter of Credit and (B) any decrease or increase in the Stated Amount thereof by delivering to the Administrative Agent and the applicable Issuing Bank an irrevocable written notice in the form of Exhibit C, appropriately completed (a “Notice of LC Activity”), which shall specify, among other things: the particulars of the Letter of Credit to be issued, extended or amended, including (1) the proposed issuance, extension or amendment date of the requested Letter of Credit (which shall be a Business Day); (2) the requested Stated Amount of the Letter of Credit or the amount by which such Stated Amount is to be decreased or increased (as applicable); (3) the expiry date thereof; (4) the name and address of the beneficiary thereof; (5) the documents to be presented by such beneficiary in case of any drawing thereunder; (6) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (7) and, in the case of an amendment, the Letter of Credit to be amended, the nature of the amendment and the written confirmation of the beneficiary of such Letter of Credit confirming a decrease or increase in the Stated Amount of such Letter of Credit; provided, however, that in no instance may any request for a Letter of Credit or the increase in the Stated Amount of a Letter of Credit cause the LC Exposure of all LC Lenders to exceed the total aggregate LC Commitment. The Borrower shall deliver the Notice of LC Activity to the Administrative Agent (with a copy to the Issuing Bank) by 10:00 a.m. (Pacific time) at least five (5) Business Days before the date of issuance, extension, increase or decrease of the Stated Amount of the Letter of Credit (or such shorter timeframe as may be agreed by the Issuing Banks in their sole discretion, but in no event less than one (1) Business Day in advance of the proposed date of such issuance, extension, increase or decrease). Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance, extension or amendment, including any LC Documents, as such Issuing Bank or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any LC Application, the applicable Issuing Bank will confirm with the Administrative Agent that the Administrative Agent has received a copy of such LC Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Upon receipt by such Issuing Bank of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, upon (x) the amendment date, in the case of a requested increase or decrease of the Stated Amount under a Letter of Credit, or (y) the date specified as being the date requested for issuance or extension, in the case of the issuance or extension of a Letter of Credit, in each case as the applicable date is specified in such Notice of LC Activity, subject to the terms and conditions set forth in this Agreement (including Section 2.02(d) and the applicable conditions precedent set forth in Section 8.03), the Issuing Bank shall, by amendment to the Letter of Credit, adjust the Stated Amount thereof downward or upward, as applicable, to reflect the decrease or increase, as applicable, or issue or extend the Letter of Credit, in each case as specified in such Notice of LC Activity. Upon the issuance of any Letter of Credit by an Issuing Bank or amendment or modification to a Letter of Credit, (1) such Issuing Bank shall promptly notify the Administrative Agent of such issuance, extension or amendment and (2) the Administrative Agent shall then promptly notify each applicable LC Lender of such issuance, extension or amendment and each such notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of each applicable LC Lender’s respective participation in such Letter of Credit.

(c) Drawing Payment, Funding of Participations, Funding LC Loans and Reimbursement.

(i) An Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under its Letter of Credit so as to ascertain whether such documents appear on their face to be in accordance with the terms and conditions of such Letter of Credit. Any Drawing Payment with respect to a Letter of Credit shall reduce the Stated Amount thereof dollar for dollar. As between the Borrower and an Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by an Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, an Issuing Bank shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (H) any consequences arising from causes beyond the control of the Issuing Bank, including any acts or omissions by any Governmental Authority; none of the above shall affect or impair, or prevent the vesting of, any of an Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by an Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.02(c)(i), the Borrower shall retain any and all rights it may have against an Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of such Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(ii) If an Issuing Bank shall make any Drawing Payment, it shall provide notice thereof to the Borrower and the Administrative Agent by telephone (confirmed telecopy) (provided that the failure to deliver such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank in accordance with this Agreement), that such Drawing Payment has been made and the Borrower shall reimburse the Issuing Bank in respect of such Drawing Payment by paying to the Administrative Agent an amount equal to such Drawing Payment and any interest accrued pursuant to Section 2.02(g) not later than 10:00 a.m. (Pacific time), on the Business Day (the “Reimbursement Date”) that is one Business Day following the date on which the Drawing Payment is made; provided, anything contained herein to the contrary notwithstanding, unless the Borrower shall have notified Administrative Agent and the Issuing Bank prior to 11:00 a.m. (Pacific time) on the date such Drawing Payment is made that the Borrower intends to reimburse the Issuing Bank for the amount of such Drawing Payment with funds other than the proceeds of LC Loans, the Borrower shall be deemed to have requested on the date that such Drawing Payment is made that its obligation to reimburse such Drawing Payment be financed by the LC Lenders through a borrowing of LC Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such Drawing Payment and, subject to no Event of Default provided under Section 9.01(a), (e) or (f) having occurred, each LC Lender shall, on the Reimbursement Date with respect to such Drawing Payment make loans (“LC Loans”) ratably (based on the percentage which such LC Lender’s LC Commitment then constitutes of the total aggregate LC Commitments) in an aggregate amount equal to such Drawing Payment, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of LC Loans are not received by the Issuing Bank on the date of such Drawing Payment in an amount equal to the amount of such Drawing Payment, the Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such Drawing Payment over the aggregate amount of such applicable LC Loans, if any, which are so received. All such Loans shall be secured by the Collateral Documents as if made directly to the Borrower.

(iii) Immediately upon the issuance of each Letter of Credit, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in clause (ii) above on the applicable Reimbursement Date (including where an Event of Default provided under Section 9.01(a), (e) or (f) has occurred), the (A) Issuing Bank shall promptly notify the Administrative Agent of the unreimbursed amount of such Drawing Payment with respect to a Letter of Credit and each LC Lender’s respective participation therein and (B) then the Administrative Agent shall promptly notify each LC Lender of the unreimbursed amount of such Drawing Payment with respect to a Letter of Credit and such LC Lender’s respective participation therein. Each LC Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of each such Drawing Payment on a Letter of Credit within one Business Day after receiving notice. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any LC Lender fails to make available to the Issuing Bank on such Business Day the amount of such LC Lender’s participation in such Letter of Credit as provided in this Section 2.02(c)(iii), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Issuing Bank for the correction of errors among banks and thereafter at the Benchmark. Nothing in this Section 2.02(c)(iii) shall be deemed to prejudice the right of any LC Lender to recover from an Issuing Bank any amounts made available by such LC Lender to such Issuing Bank pursuant to this Section 2.02(c)(iii) in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such LC Lender constituted gross negligence or willful misconduct on the part of such Issuing Bank. In the event an Issuing Bank shall have been reimbursed by other LC Lenders pursuant to this Section 2.02(c)(iii) for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each LC Lender which has paid all amounts payable by it under this Section 2.02(c)(iii) with respect to such honored drawing such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s participation in the reimbursed Drawing Payment then constitutes of the aggregate reimbursed Drawing Payment) of all payments subsequently received by such Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to an LC Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(d) Other Reductions of Stated Amount; Cancellation or Return.

(i) The Borrower may, from time to time upon five (5) Business Days’ notice and the delivery of a Notice of LC Activity pursuant to clause (b) above to the Administrative Agent, the Issuing Banks and the LC Lenders, permanently reduce (A) the total aggregate LC Commitment or (B) the Stated Amount of any Letter of Credit, in each case by the amount of $50,000, or an integral multiple thereof, or, the Borrower may, from time to time upon five (5) Business Days’ prior notice to the Administrative Agent, the Issuing Banks and the LC Lenders, cancel any Letter of Credit in its entirety; provided, however, that (x) so long as any Obligations remain outstanding, the Administrative Agent shall be satisfied that no reduction or cancellation would result in the amounts available under the Debt Service Reserve Account being less than the Debt Service Reserve Required Amount at such time or cause a violation of any provision of this Agreement or a breach of any provision of any other Loan Document and (y) in respect of a reduction or cancellation of an issued Letter of Credit, the Administrative Agent shall have received written notice from the applicable beneficiary of such Letter of Credit, confirming such reduction or cancellation. The total aggregate LC Commitment shall not be reduced if the effect thereof would be to cause the LC Exposure of all LC Lenders to exceed the total aggregate LC Commitment. Upon the expiration or cancelation of a Letter of Credit, the Stated Amount in respect of such Letter of Credit shall be permanently reduced to zero.

(ii) Once reduced or cancelled solely pursuant to clause (i) above, the total aggregate LC Commitment may not be increased.

(iii) Any reductions to the total aggregate LC Commitment shall be applied ratably to each applicable LC Lender’s Commitment.

(iv) The Letters of Credit shall expire on their respective Expiration Dates, or on such earlier date if canceled pursuant to the terms of the Agreement or the applicable Letter of Credit.

(e) Commercial Practices; Obligations Absolute. The Borrower assumes all risks of the acts or omissions of beneficiary or transferee of any Letter of Credit with respect to the use of such Letter of Credit. The obligations of the Borrower to reimburse the Issuing Banks for any Drawing Payments and to repay any Loans made by the applicable LC Lenders pursuant to Section 2.02(c) and the obligations of the applicable LC Lenders under Section 2.02(c) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances regardless of: (i) the use which may be made of the Letters of Credit or for any acts or omissions of any beneficiary or transferee in connection therewith; (ii) any reference which may be made to the Agreement or to the Letters of Credit in any agreements, instruments or other documents; (iii) the validity, sufficiency or genuineness of documents (including this Agreement) other than the Letters of Credit, or of any endorsement(s) thereon, which appear on their face to be valid, sufficient or genuine, as the case may be, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged or any statement therein prove to be untrue or inaccurate in any respect whatsoever; (iv) payment by the Issuing Banks against presentation of documents which do not strictly comply with the terms of the Letters of Credit, including failure of any documents to bear any reference or adequate reference to such Letters of Credit so long as such documents substantially comply with the terms of the Letter of Credit; (v) any amendment or waiver of or any consent to departure from all or any terms of any of the Loan Documents; (vi) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), the Administrative Agent, the Issuing Banks, any Lender or any other Person, whether in connection with the Agreement, the transactions contemplated herein or in the other Loan Documents, or in any unrelated transaction; (vii) any breach of contract or dispute among or between the Borrower, the Administrative Agent, the Issuing Banks, any Lender, or any other Person; (viii) any demand, statement, certificate, draft or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ix) any extension of time for or delay, renewal or compromise of or other indulgence or modification to a Drawing Payment or a Loan granted or agreed to by the Administrative Agent, the Issuing Banks, or any applicable Lender in accordance with the terms of the Agreement; (x) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this the Agreement or any of the other Loan Documents; or (xi) any other circumstances whatsoever in making or failing to make payment under the Letters of Credit, except that, in each case, payment by the Issuing Banks under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of the Issuing Banks under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(f) Indemnification. Without duplication of any obligation of the Borrower under Section 3.06, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Banks from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which an Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of such Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (2) the wrongful dishonor by an Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of an Issuing Bank to honor a drawing under any such Letter of Credit as a result of any act or omission by any Governmental Authority.

(g) Interim Interest. If an Issuing Bank shall make any Drawing Payment, then, unless the Borrower reimburses such Drawing Payment in full on the date such Drawing Payment is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Drawing Payment is made to but excluding the date that the Borrower reimburses such Drawing Payment in full, at a rate equal to the Benchmark, in effect from time to time, plus the Applicable Margin; provided that, if the Borrower fails to reimburse such Drawing Payment on the Reimbursement Date applicable thereto pursuant to Section 2.02(c)(ii) through the conversion to an LC Loan, or otherwise, then such overdue amount shall bear interest (after as well as before judgment) at a rate equal to the Benchmark, in effect from time to time, plus the Applicable Margin, plus 2.00% per annum. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank.

SECTION 2.03 Computation of Interest and Fees; Conforming Changes.

(a) All computations of interest shall be made on the basis of a year of 360 days and actual days elapsed. Interest shall accrue on each Loan at an interest rate per annum equal to the Standard Rate from the day on which the Loan is made until, but not including the day on which the Loan is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 3.01(b), bear interest for one day; and provided further that in the event of any conversion of (x) the Existing Term Loans to a SOFR Loan on the Effectiveness Date or (y) any SOFR Loan prior to the end of the Interest Period therefor, in each case accrued interest on such Loan shall be payable on the effective date of such conversion. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) In connection with the use or administration of any Benchmark, the Administrative Agent shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of such Benchmark.

SECTION 2.04 Evidence of Debt. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note substantially in the form of Exhibit E-1 (in the case of a Term Loan) and Exhibit E-2 (in the case of an LC Loan), (each, a “Note”), which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

ARTICLE III.

ALLOCATION OF COLLECTIONS; PAYMENTS TO LENDERS

SECTION 3.01 Payments.

(a) At least three (3) Business Days prior to each Payment Date, the Borrower shall deliver to the Administrative Agent, Collateral Agent and Depository Agent, a Transfer Date Certificate in the form attached as Exhibit B to the Depository Agreement. All withdrawals and transfers will be made based upon the information provided in the Transfer Date Certificate.

(b) Payments Generally. All payments to be made by the Borrower shall be made free and clear of any Liens and without restriction, condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided below, all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 10:00 a.m. (Pacific time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share of the principal amount paid according to the outstanding principal amounts of the applicable Loan held by the Lenders (or other applicable share of such payment as expressly provided herein) in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m. (Pacific time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

SECTION 3.02 Optional Prepayments. The Borrower (or Sponsors on the Borrower’s behalf) may, upon irrevocable written notice to the Administrative Agent at any time or from time to time, voluntarily prepay Loans in whole or in part in minimum amounts of not less than $1,000,000; provided that such notice must be received by the Administrative Agent not later than 10:00 a.m. (Pacific time) five (5) U.S. Government Securities Business Days (or such shorter period as is acceptable to the Administrative Agent) prior to any date of prepayment. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. Upon giving of the notice, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

SECTION 3.03 Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans:

(a) On the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 3.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Borrower or any other Loan Party from:

(i) without limitation to Article IX, the issuance or incurrence of any Indebtedness by any Relevant Party (other than Permitted Indebtedness);

(ii) the sale, assignment or other disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system pursuant to the Customer Agreements, (B) PBI Payments, (C) the sale of Excluded Property, (D) a sale or assignment of an Asset that is a Customer Event, (E) the sale of Excluded Prepaid Projects, or (F) the sale of RECs subject to a REC Contract);

(iii) any indemnity payment, purchase price adjustment, remediation payment or similar payment, or seller guaranty thereof, in connection with the Acquisitions.

(b) On each Payment Date, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 3.04, an amount determined by multiplying 0.725 by the present value of the reduction of future Borrower Collections resulting from or attributable to each Customer Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Customer Event and assuming that no future Borrower Collections will be received in respect of any Event of Loss Project or a Project in respect of which an Ineligible Customer Reassignment has occurred) discounted at a rate that is the higher of (i) six percent (6.0%) per annum and (ii) the swapped interest rate of the Loans plus the Applicable Margin; provided that, notwithstanding anything to the contrary herein, the Sponsors may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this Section 3.03(b).

(c) On each Payment Date, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 3.04, an amount determined by multiplying 0.725 by the present value of the reduction of future Borrower Collections resulting from or attributable to each applicable Default Prepayment Project for such Payment Date (disregarding any proceeds received in respect of such Default Prepayment Project and assuming that no future Borrower Collections will be received in respect of such Default Prepayment Project) discounted at a rate that is the higher of (i) six percent (6.0%) per annum and (ii) the swapped interest rate of the Loans plus the Applicable Margin; provided that, notwithstanding anything to the contrary herein, the Sponsors may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this Section 3.03(c).

(d) On each Payment Date during an Early Amortization Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 3.04, 100% of the amounts deposited in and standing to the credit of the Collections Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Section 4.02(b) of the Depository Agreement.

(e) On each Payment Date, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 3.04, an amount determined by multiplying 0.725 by the present value of the reduction of future Borrower Collections resulting from or attributable to each Eligible REC Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Eligible REC Event) discounted at a rate that is the higher of (i) six percent (6.0%) per annum and (ii) the swapped interest rate of the Loans plus the Applicable Margin; provided that, notwithstanding anything to the contrary herein, the Sponsors may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this Section 3.03(b).

(f) Concurrently with any prepayment of the Loans pursuant to Section 3.03(a), the Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer of the Borrower demonstrating the calculation of the amount of the applicable net cash proceeds or other amounts to be prepaid, as the case may be. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer of the Borrower demonstrating the derivation of such excess.

(g) At the same time as a Transfer Date Certificate is provided prior to each Payment Date, the Borrower shall provide to Administrative Agent a Customer Event Certificate, a Defaulted Project Certificate and, to the extent an Eligible REC Event has occurred, an Eligible REC Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Customer Event Certificate, a Defaulted Project Certificate or Eligible REC Event Certificate that are not inconsistent with the terms of this Agreement.

SECTION 3.04 Application of Prepayments. Amounts prepaid pursuant to Section 3.02 shall be applied to the outstanding Term Loans and LC Loans, on a pro rata basis, in the order directed by the Borrower. Amounts prepaid pursuant to Section 3.03 shall be applied on a pro rata basis to (i) the outstanding Term Loans to be applied pro rata to remaining scheduled installments thereof and (ii) to prepay any outstanding LC Loans. Any Letter of Credit outstanding after payment of the Loans in full and cancellation of the Commitments shall be cancelled. Any prepayment of a Loan shall be accompanied by all accrued but unpaid interest on the principal amount prepaid and any amounts due pursuant to Section 3.11(d). Each prepayment shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding principal amount of such Loan.

SECTION 3.05 Payments of Interest and Principal.

(a) Subject to the provisions of Section 3.05(b) below, each Loan shall bear interest on the outstanding principal amount thereof for the Interest Period at a rate per annum equal to the Standard Rate for the Interest Period.

(b) If (i) any amount payable by the Borrower under any Loan Document is not paid when due, whether at stated maturity, by acceleration or otherwise or (ii) an Event of Default occurs pursuant to Section 9.01(e) or Section 9.01(f) all outstanding Obligations shall thereafter bear interest (including post-petition interest in any proceeding under any Debtor Relief Law), payable on demand, at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such defaulted amount shall have been paid in full. Payment or acceptance of the increased rates of interest provided for in this Section 3.05(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of any Secured Party.

(c) Interest on each Loan shall be due and payable in arrears (i) on each Payment Date, (ii) on the Maturity Date, (iii) upon prepayment of any Loans in accordance with Section 3.02 or Section 3.03 and (iv) at maturity (whether by acceleration or otherwise), provided, that interest payable pursuant to Section 3.05(b) shall be payable on demand. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) On each Payment Date, the Borrower shall pay principal then due on the Loans. The principal due in respect of the Term Loans on each Payment Date is set forth on Annex A, as such Annex is amended from time to time in accordance with the terms of this Agreement (the “Amortization Schedule”). The Amortization Schedule shall be updated (i) to reflect the scheduled amortization shown under each updated Base Case Model delivered pursuant to this Agreement and approved by the Administrative Agent and (ii) as necessary on or prior to each Payment Date to take into account the reduction of principal in connection with any voluntary prepayment or mandatory prepayment on the Term Loans pursuant to Section 3.02 or Section 3.03 occurring since the last Payment Date. An updated Amortization Schedule shall be delivered by the Borrower to the Administrative Agent in connection with each updated Base Case Model and within five (5) U.S. Government Securities Business Days of the date of any such voluntary prepayment or mandatory prepayment of Term Loans, as applicable. The Administrative Agent may (but shall not be required to) notify the Borrower of any corrections to the Amortization Schedule that are not inconsistent with the terms of this Agreement and, once a revised Amortization Schedule has been approved by the Administrative Agent, it shall be deemed to be attached to this Agreement as the revised Amortization Schedule.

(e) To the extent not previously paid, the Borrower shall repay to the Administrative Agent, for the account of the Term Lenders, each Term Loan in full, together with all accrued and unpaid interest thereon and fees and costs and other amounts due and payable under the Loan Documents with respect to such Term Loans, on the Maturity Date.

(f) Subject to the limitations set forth in Section 9.03, the Sponsors may, but shall be under no obligation to, make capital contributions to the Borrower to enable it to pay the interest due or principal on any Payment Date.

(g) To the extent not previously paid from cash applied on a Payment Date pursuant to the Depository Agreement, the Borrower shall repay to the Administrative Agent, for the account of the LC Lenders, each LC Loan in full, together with all accrued and unpaid interest thereon and fees and costs and other amounts due and payable under the Loan Documents with respect to such LC Loans, on the Maturity Date.

SECTION 3.06 Fees.

(a) The Borrower shall pay to the Administrative Agent, for the account of each LC Lender pro rata to their participation in any Letter of Credit, letter of credit fees equal to (i) the Applicable Margin times (ii) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination), payable quarterly in arrears on (A) each Payment Date and (B) the Maturity Date.

(b) The Borrower shall pay directly to each Issuing Bank, for its own account, such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) The Borrower shall pay to each Lender Party the fees in accordance with the Fee Letters.

(d) The Borrower shall pay to the Administrative Agent, for the account of each LC Lender pro rata to their LC Commitments, the LC Commitment Fee, payable quarterly in arrears on (i) each Payment Date and (ii) the final day of the LC Availability Period.

(e) In addition to any of the foregoing fees, the Borrower shall pay to the Agents such other fees in the amounts and at the times separately agreed upon between the Borrower and the applicable Agent.

SECTION 3.07 Expenses, etc.

(a) The Borrower shall pay to the Secured Parties (i) all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable and documented third-party fees and out-of-pocket expenses of its counsel, its insurance consultant, any independent engineers and other advisors or consultants retained by it, (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of, or modifications of or waivers or consents under, this Agreement or the other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel and consultants with respect thereto; provided, that, at the request of the Borrower, the Administrative Agent shall consult with the Borrower regarding the estimated amount of expenses that would be incurred, (iii) all reasonable and documented costs and expenses (including fees and expenses of counsel) incurred by any Secured Party (for the account of such Secured Party), if any, in connection with any restructuring or workout proceedings (whether or not consummated) and the other documents delivered thereunder or in connection therewith, and (iv) all Additional Expenses.

(b) The Borrower shall timely pay in accordance with applicable Law any and all present or future stamp, transfer, recording, filing, court, documentary and other similar Taxes payable in connection with the execution, delivery, filing, recording of, from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Loan Documents, and agree to indemnify and hold harmless the Lenders and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, in each case, as the same are incurred.

(c) Once paid, all fees or other amounts or any part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any circumstances, regardless of whether any such transactions are consummated. All fees and other amounts payable hereunder shall be paid in Dollars and in immediately available funds.

(d) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 3.07(a) or Section 3.08 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party, and without limitation of the obligations of the Borrower and such Related Parties to pay such amounts, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on such Lender’s percentage of the Commitments, Loans and LC Exposure outstanding) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party, acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders hereunder to make payments pursuant to this Section 3.07(d) are several and not joint. The failure of any Lender to make any payment under this Section 3.07(d) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its payment under this Section 3.07(d). Each Lender’s obligation under this Section 3.07(d) shall survive the resignation or replacement or removal of any Agent or any assignment of rights by or replacement of a Lender, the termination of the Commitments and the satisfaction or discharge of all other Obligations.

(e) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, neither the Borrower, any Secured Party nor any of their respective Affiliates shall assert, and each of them hereby waives and acknowledges, that no other Person shall have any claim against any Indemnitee, the Borrower or any of the Borrower’s Affiliates on any theory of liability, for (i) any special, indirect, consequential or punitive losses or damages (as opposed to direct or actual losses or damages) or (ii) any loss of profit, business, or anticipated savings (such losses and damages set out in the foregoing clauses (i) and (ii), collectively, the “Consequential Losses”), in each case arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided that nothing contained in this Section 3.07(e) shall limit the Borrower’s indemnity and reimbursement obligations under Section 3.08 or the obligations of each Lender under Section 3.07(d) in respect of any third party claims made against any Indemnitee with respect to Consequential Losses of such third party, Section 3.09 and Section 3.11. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through internet, telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for any such damages resulting from any material breach by such Indemnitee of this Agreement or the other Loan Documents or that otherwise results from the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction which has become non-appealable.

(f) Payments. All amounts due under this Section 3.07 or Section 3.08 shall be payable on the immediately succeeding Payment Date after demand therefor.

SECTION 3.08 Indemnification.

(a) Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Borrower hereby agrees to indemnify the Agents, the Lenders, each other Secured Party, and each Related Party of any of the foregoing Persons (each of the foregoing Persons being individually called an “Indemnitee”), from and against any and all damages, losses, claims, liabilities and related costs and expenses (other than any Taxes expressly addressed elsewhere in this Agreement), including, but not limited to, reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) arising out of or relating to, without duplication:

(i) any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of the Loans, including in connection with the repayment of any Indebtedness, including in connection with the repayment of the Indebtedness under the NYGB Debt Facility;

(ii) the execution or delivery of this Agreement, any other Loan Document or any Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby;

(iii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit);

(iv) the grant to the Administrative Agent or the Collateral Agent for the benefit of, or to any of, the Secured Parties of any Lien on the Collateral or in any other Property of the Borrower or any other Person or any membership, partnership or equity interest in the Borrower or any other Person and the exercise by the Agents (or the other Secured Parties) of their rights and remedies (including foreclosure) under any Collateral Document;

(v) the breach of any representation or warranty made by or on behalf of any Relevant Party, any Sponsor Party set forth in this Agreement or the other Loan Documents, or in any other report or certificate delivered by any Relevant Party or any of their Affiliates pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;

(vi) the failure by any Relevant Party to comply in any material manner with any of the Loan Documents or any applicable Law, or the non-conformity of any Project with any such applicable Law;

(vii) the failure of the Provider to operate and maintain the Projects in accordance with the applicable standard set forth in the Maintenance Services Agreement, or to perform its duties in a good and workmanlike manner consistent with Prudent Industry Practice;

(viii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of a Relevant Party, a Sponsor Party or a counterparty to a Portfolio Document to any payment under any Portfolio Document based on such Portfolio Document not being a legal, valid and binding obligation of such Relevant Party or counterparty, as applicable, enforceable against it in accordance with its terms;

(ix) any investigation, proceeding, claim or action commenced or brought by or before any Governmental Authority or related to any Transaction Document;

(x) the failure of any Relevant Party or any of their Affiliates to comply with all consumer leasing and protection Laws applicable to any of the Projects or Portfolio Documents;

(xi) any and all broker’s or finder’s fees claimed to be due in connection with the issuance of the Loans on behalf of any Relevant Party or its Affiliates;

(xii) any loss, disallowance, reduction or recapture of any Grant or ITC awarded or claimed, as applicable, with respect to any Project, inclusive of any penalties, interest or other premiums due in respect thereof;

(xiii) any amounts required to be repaid or returned by a Relevant Party in respect of any Excluded Property, inclusive of any penalties, interest or other premiums due in respect thereof;

(xiv) any of the items listed in Schedule 4.10 or Schedule 4.11;

(xv) any release of Hazardous Materials by a Loan Party or with respect to a Project; or

(xvi) any claims by a Tax Equity Member against the applicable Holdco or Tax Equity Opco or any other Person (including under an indemnity);

but excluding Indemnified Amounts to the extent finally determined by a judgment of a court of competent jurisdiction that has become non-appealable to have resulted from gross negligence or willful misconduct on the part of such Indemnitee; provided, any additional local counsel that may be required due to an actual or potential conflict of interest, the availability of other defenses or the risk of criminal liability (including criminal fines or penalties) being incurred, to such Indemnitee that notwithstanding the foregoing, the Borrower shall not be required to indemnify any Indemnitee for legal fees or expenses of more than one counsel. The Borrower’s obligations under this Section 3.08 shall survive the resignation or replacement or removal of any Agent or any assignment of rights by or replacement of a Lender, the termination of the Commitments and the satisfaction or discharge of all other Obligations.

(b) The Borrower shall not, without the prior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement (i) seeks only monetary damages and does not seek any injunctive or other relief against an Indemnitee, (ii) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding, and (iii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee.

SECTION 3.09 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law (which, for the avoidance of doubt, shall include FATCA for purposes of this Section 3.09). If any applicable Law (as determined in the good faith sole discretion of the Administrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 3.09(e) below) requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with such applicable Law.

(ii) If the Administrative Agent or the Borrower is required to deduct or withhold any Tax described in Section 3.09(a)(i) and must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with an applicable Law, and if the Tax is an Indemnified Tax, then, the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and/or withholdings applicable to additional sums payable under this Section 3.09) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by Borrower. Without limiting the provisions of clause (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnifications.

(i) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.09(c)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (which, for purposes of this Section 3.09(c), shall include the Issuing Bank) (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall and do hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.09(c)(ii) below.

(ii) Each Lender shall and does hereby severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (B) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.05(d) relating to the maintenance of a Participant Register, and (C) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, as the case may be, under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.09, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than the documentation set forth in Section 3.09(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, each Lender agrees that on the Effectiveness Date or any other date after the Effectiveness Date such Lender becomes a party to this Agreement, and from time to time thereafter upon reasonable request, it will deliver to the Borrower and the Administrative Agent the applicable documentation described below:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter pursuant to applicable Law or upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to (x) the Effectiveness Date or (y) such other date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter pursuant to applicable Law or upon the reasonable request of the Borrower or the Administrative Agent), in the case of clause (y) to the extent it is legally entitled to do so, whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and/or (y) with respect to any other applicable payments under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) an executed certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, (x) an executed copy of IRS Form W-8IMY, accompanied by one or more of the following executed forms from each of the Foreign Lender’s direct or indirect partners/members, or Participants, or any Participant’s direct or indirect partners/ members, as appropriate: IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E (whichever is applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-8IMY, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable, and (y) a withholding statement to the extent one is required by the Code; provided that if the Foreign Lender is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners/members of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner/member;

(C) any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to (x) the Effectiveness Date or (y) such other date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter pursuant to applicable Law or upon the reasonable request of the Borrower or the Administrative Agent), in the case of clause (y) to the extent it is legally entitled to do so, executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Effectiveness Date.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.09 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds. Unless required by applicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.09, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.09 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.09(f), in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this Section 3.09(f) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.09(f) shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(g) OID. The Borrower and the Lenders agree (i) that the Loans are to be treated as indebtedness of the Borrower for U.S. federal income tax purposes, (ii) to the extent that the Borrower or a Governmental Authority determines that the Loans were made with original issue discount (“OID”) for U.S. federal income tax purposes, to report such OID as interest expense and interest income, respectively, in accordance with Sections 163(e)(1) and 1272(a)(1) of the Code, (iii) not to file any tax return, report or declaration inconsistent with the foregoing, and (iv) any OID shall constitute principal for all purposes under this Agreement. The inclusion of this Section 3.09(g) is not an admission by any Lender that it is subject to United States taxation.

(h) Survival. Each party’s obligations under this Section 3.09 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

SECTION 3.10 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.11(b), or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, or any Governmental Authority for the account of any Lender, pursuant to Section 3.09, then at the request of the Borrower such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.09 or Section 3.11(b) (as the case may be), in the future, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.11(b), or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, or any Governmental Authority for the account of any Lender, pursuant to Section 3.09 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.10(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at their sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.05), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.11 or Section 3.09) and obligations under this Agreement and the related Loan Documents (other than any Secured Interest Rate Hedging Agreement) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.05;

(ii) such Lender shall have received payment of an amount equal to the outstanding Obligations owed (including all principal of its Loans, accrued interest thereon, accrued fees and all other amounts) to it hereunder and under the other Loan Documents (including any amounts under Section 3.11(d)) from the assignee (to the extent of such Obligations) or the Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.11(b) or payments required to be made pursuant to Section 3.09, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

In the event the replaced Lender (or an Affiliate of such Lender) is party to any Secured Interest Rate Hedging Agreement, then the replaced Lender (or Affiliate of such Lender) (the “Replaced Hedge Provider”) under such Secured Interest Rate Hedging Agreement may elect to (A) terminate such Secured Interest Rate Hedging Agreement in accordance with its terms or (B) require the Borrower to cause the novation of such Secured Interest Rate Hedging Agreement so that the entire notional amount set forth in the original Secured Interest Rate Hedging Agreement is subject to the novated Secured Interest Rate Hedging Agreements with the Eligible Assignee referred to above (or an Affiliate of such Eligible Assignee) (the “Replacement Hedge Provider”); provided, however, that in the event of any novation the Replacement Hedge Provider and transaction documentation must be acceptable to the Replaced Hedge Provider in its sole discretion and the Borrower shall be responsible for all additional costs resulting from any assignment or novation of any Secured Interest Rate Hedging Agreement under this clause (b), including any fees or additional credit or other margins (such costs, fees and margins to be reasonably acceptable to the Administrative Agent) and, to the extent of any mark-to-market payment, the Replaced Hedge Provider shall determine any amounts payable to or by it in respect of the assignment as if an “Additional Termination Event” occurred under the Secured Interest Rate Hedging Agreement with the Borrower as the sole Affected Party (as defined therein).

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 3.11 Change of Circumstances.

(a) Illegality; Inability to Determine Interest Rate; Benchmark Replacement Setting.

(i) Illegality. If any Lender determines that any law or governmental rule, regulation or order has made it unlawful for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, Adjusted Term SOFR or Term SOFR Reference Rate or to determine or charge interest based upon SOFR, Adjusted Term SOFR or Term SOFR Reference Rate, then upon notice thereof by such Lender to the Borrower (through the Administrative Agent) (an “Illegality Notice”) any obligation of the Lenders to make, and the right of the Borrower to continue SOFR Loans shall be suspended until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the SOFR component of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, in each case, until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, Adjusted Term SOFR or Term SOFR Reference Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 3.11(d).

(ii) Inability to Determine Interest Rate. Subject to Section 3.11(a)(iii), if, as of any date:

(A) The Administrative Agent (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or

(B) the Required Lenders determine that for any reason, in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that “Adjusted Term SOFR” for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent shall promptly notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans shall be suspended (to the extent of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent (with respect to clause (B) above, at the instruction of the Required Lenders ) revokes such notice. Upon receipt of such notice (1) the Borrower may revoke any pending request for a borrowing or, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loan, or in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower shall be deemd to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified and (2) any outstanding affected SOFR Loans shall be deemed to have been converted into Base Rate Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant Section 3.11(d). Subject to Section 3.11(a)(iii), if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, in each case on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

(iii) Benchmark Replacement Setting.

(A) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Secured Interest Rate Hedging Agreement shall be deemed not to be a Loan Document for purposes of this Section 3.11(a)(ii)), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (1) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (2) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(B) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(C) Notices; Standards of Decisions and Determinations. The Administrative Agent shall promptly notify the Borrower and the Lenders in writing of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.11(a)(iii)(D) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.11(a), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.11(a)(ii).

(D) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR Reference Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(E) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of Benchmark Loans, conversion to or continuation of Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (1) the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (2) any outstanding affected Benchmark Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

(b) Increased Costs. If any Change of Law shall:

(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Federal Reserve Board), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any Issuing Bank;

(ii) subject any Recipient to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Bank or other Recipient, the Borrower will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(c) Capital Requirements. If any Lender or Issuing Bank determines that any Change of Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change of Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(d) Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender Party, upon written request by such Lender Party (which request shall set forth the basis for requesting such amounts), for all losses, expenses and liabilities (including any interest paid or payable by such Lender to lenders of funds borrowed by it to make or carry its Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (whether as a result of the failure to satisfy any applicable conditions or otherwise other than a default by such Lender) the borrowing of any Loan does not occur on a date specified therefor in the Borrowing Notice; (ii) if any prepayment or other principal payment of any of its Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan (including as a result of any Event of Default); (iii) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) the conversion of any Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default); and (v) the assignment of any SOFR Loan other than the last day of the Interest Period applicable thereto as result of a request by the Borrower pursuant to Section 3.10(b). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof. For the avoidance of doubt, this Section 3.11(d) shall not apply to Taxes.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and each Lender Party that the statements set forth in this Article IV are true, correct and complete in all respects as of (a) the Effectiveness Date or (b) the date of each issuance, extension or increase of the Stated Amount of the Letter of Credit during the LC Availability Period pursuant to Section 2.02.

SECTION 4.01 Organization, Powers, Capitalization, Good Standing, Business.

(a) Organization and Powers. Each Relevant Party and each Sponsor Party is duly organized, validly existing and in good standing under the Laws of its state of formation. Each Relevant Party and each Sponsor Party has all requisite power and authority to own and operate its Properties, to carry on its businesses as now conducted and proposed to be conducted. Each Relevant Party and each Sponsor Party has all requisite power and authority to enter into each Transaction Document to which it is a party and to perform the terms thereof.

(b) Qualification. Each Relevant Party and each Sponsor Party is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

SECTION 4.02 Authorization of Borrowing, Acquisition etc.

(a) Authority. The Borrower and the Loan Parties have the power and authority to consummate the Acquisitions. The Borrower has the power and authority to incur, and the Loan Parties have the power and authority to guarantee, the Indebtedness represented by the Loans, the Secured Hedging Obligations and the Loan Documents. The execution, delivery and performance by each Loan Party and each Sponsor Party of the Loan Documents and the Acquisition Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company or other action, as the case may be, on behalf of such Loan Party or Sponsor Party.

(b) No Conflict. The execution, delivery and performance by each Relevant Party and each Sponsor Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and will not: (i) conflict with or result in a violation or breach of the terms of (A) its certificate of formation, limited liability company agreement, operating agreement or other organizational documents, as the case may be; (B) any provision of material Law applicable to it, or (C) any order, judgment or decree of any Governmental Authority binding on it or any of its material Properties; (ii) result in a material breach of or constitute (with due notice or lapse of time or both) a material default under the Transaction Documents or any other material contractual obligation binding upon a Relevant Party or its material Properties; or (iii) result in or require the creation or imposition of any Lien upon its Assets (other than the Liens created under the Collateral Documents).

(c) Consents. The execution and delivery by each Relevant Party and each Sponsor Party of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person (including any Tax Equity Member and their Affiliates) which has not been obtained or made, and each such consent or approval is in full force and effect, in each case, other than consents, approvals, registrations, notices or other action which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Obligations. Each of the Transaction Documents to which a Relevant Party or Sponsor Party is a party has been duly executed and delivered by such Relevant Party or Sponsor Party thereto and is the legally valid and binding obligation of such Relevant Party or Sponsor Party, enforceable against it, in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar Laws affecting creditor’s rights.

SECTION 4.03 Title to Membership Interests.

(a) After giving effect to the Acquisitions, the Borrower and its Subsidiaries will have good and valid legal and beneficial title to all of the Membership Interests held by it as identified on Schedule 4.03(e), free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Membership Interests owned by the Borrower and its respective Subsidiaries after giving effect to the Acquisitions have been duly authorized and validly issued and are owned of record and beneficially by the Borrower or its Subsidiaries and were not issued in violation of any pre-emptive right. There are no voting agreements or other similar agreements with respect any such Membership Interests.

(b) Other than any independent member of the Borrower, the Pledgors are the sole members of each Borrower, and each Pledgor has good and valid legal and beneficial title to the Borrower Membership Interests as identified on Schedule 4.03(e), free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the Pledgors and were not issued in violation of any pre-emptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests.

(c) There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except as identified on Schedule 4.03(c), there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests.

(d) Schedule 4.03(d) accurately sets forth the ownership structure of the Relevant Parties owned by the Sponsors after giving effect to the Acquisitions, and after giving effect to the Acquisitions, the Borrower shall have no Subsidiaries other than as shown on Schedule 4.03(d).

(e) Schedule 4.03(e) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party after giving effect to the Acquisitions.

SECTION 4.04 Governmental Authorization; Compliance with Laws.

(a) No Permit, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Relevant Party or any Sponsor Party of this Agreement or any other Transaction Document, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents, or (iv) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to this Agreement or the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.04, or which are otherwise particular to the identity or character of the Administrative Agent, all of which have been duly obtained, taken, given or made and are in full force and effect as of the Effectiveness Date.

(b) Each of the Sponsors and the Relevant Parties is, and the business and operations of each such Person and its development, construction and operation of the Projects are, and always have been, conducted in all respects in compliance with all material Laws (including, without limitation, laws with respect to consumer leasing and protection but not including Environmental Laws which are addressed under Section 4.16), and none of the Sponsors or any Relevant Party has received written notice from any Governmental Authority of an actual or potential violation of any such Laws, except as does not constitute or could not reasonably be expected to constitute a Material Adverse Effect.

SECTION 4.05 Solvency. No Loan Party or Sponsor Party has entered into any Loan Document with the actual intent to hinder, delay, or defraud any creditor. After giving effect to the issuance of the Loans (and the use of proceeds thereof), the fair saleable value of the Loan Parties’ Assets, taken as a whole, exceeds and will, immediately following the making of any Loans, exceed the Loan Parties’ total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent obligations. The fair saleable value of the Loan Parties’ Assets, taken as a whole, is and will, immediately following the making of any Loans (and the use of proceeds thereof), be greater than the Loan Parties’ probable liabilities, including the maximum amount of its contingent obligations on its debts as such debts become absolute and matured. The Loan Parties’ Assets, taken as a whole, do not and, immediately following the making of any Loans (and the use of proceeds thereof) will not, constitute unreasonably small capital to carry out the business of the Loan Parties as conducted or as proposed to be conducted. The Borrower does not intend for it or any of its Subsidiaries to, and does not believe that any such Person will, incur Indebtedness and liabilities beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by the Loan Parties and the amounts to be payable on or in respect of obligations of the Loan Parties).

SECTION 4.06 Use of Proceeds and Margin Security; Governmental Regulation.

(a) No portion of the proceeds from the making of the Loans will be used by the Borrower, a Loan Party, a Sponsor Party or any other Person in any manner that might cause the borrowing or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System. The Borrower is not engaged principally, or as one of its principal activities in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined or used in Regulation T, U or X of the Board of Governors of the Federal Reserve System).

(b) Each of the Projects is a Qualifying Facility.

(c) The Borrower and each of its Subsidiaries is (i) not a “public utility” under the FPA, and (ii) not subject to, or is exempt from, regulation as a “holding company” under PUHCA.

(d) The Borrower and each of its Subsidiaries are either not subject to, or are exempt from, regulation as a “public utility,” an “electric utility,” “electric corporation,” or a “holding company,” or similar terms, under the relevant State’s laws or regulations, including state laws and regulations respecting the rates of electric utilities and the financial and organizational regulation of electric utilities.

(e) Neither the Borrower nor any of their Subsidiaries are required to register as an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act.

(f) Neither the Borrower nor any of their Subsidiaries are subject to regulation under any federal or state statute or regulation that limits their ability to incur indebtedness for borrowed money.

(g) Solely as the result of the execution and delivery of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents, or the performance of obligations under the Loan Documents, none of the Lenders will become subject to regulation (i) as a “public utility” under the FPA, (ii) as a “holding company” under PUHCA, or (iii) as a “public utility,” an “electric utility,” “electric corporation,” or a “holding company,” or similar terms, under the relevant State’s laws or regulations.

SECTION 4.07 Defaults; No Material Adverse Effect.

(a) No Default or Event of Default has occurred and is continuing.

(b) Since the Effectiveness Date, no event, condition or circumstance has occurred which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

SECTION 4.08 Financial Statements; Books and Records.

(a) Except as set forth on Schedule 4.08, all Financial Statements which have been furnished by or on behalf of any Relevant Party, any Sponsor Party or any of their Affiliates to the Administrative Agent in connection with the Loan Documents have been prepared in accordance with GAAP consistently applied (other than, in the case of the Financial Statements of the Sponsors, where such Financial Statements cannot be prepared in accordance with GAAP due solely to the inability of the Sponsors to determine the fair value of certain subsidiaries related to a prior foreclosure of such subsidiaries by the Sponsors) and present fairly in all material respects the financial condition of the Persons covered thereby as of the respective dates thereof, subject, in the case of any such unaudited Financial Statements, to changes resulting from audit and normal year-end adjustments, including the absence of footnotes and subject to validation of individual capital accounts in calculating net loss attributable to noncontrolling interests in conformity with GAAP.

(b) All books, accounts and files of each Relevant Party are accurate and complete in all material respects, and the Borrower has access to all such books and records and the authority to grant access to such books and records to the Secured Parties.

SECTION 4.09 Indebtedness. Except as listed on Schedule 4.09, the Borrower and its Subsidiaries have no outstanding Indebtedness other than (a) the Obligations and other Permitted Indebtedness and (b) solely prior to the repayment thereof on the Effectiveness Date, the Indebtedness under the NYGB Debt Facility. The Obligations under the Loan Documents constitute Indebtedness of the Borrower and their Subsidiaries secured by a first ranking priority security interest in the Collateral. As of the Effectiveness Date, no other Indebtedness of the Borrower or their Subsidiaries ranks senior in priority to the Obligations.

SECTION 4.10 Litigation; Adverse Facts. There are no judgments outstanding against any Sponsor or any Relevant Party, or affecting any of the Projects or any other Assets or Property of any Relevant Party, nor to the Relevant Parties’ Knowledge is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened against any Sponsor or any Relevant Party, respectively, or any of the Projects that relates to the legality, validity or enforceability of any of the Transaction Documents, the ability of a Secured Party to exercise any of its rights in respect of the Collateral or the Collateral Documents or, other than as set forth on Schedule 4.10, that could reasonably be expected to result in a Material Adverse Effect.

SECTION 4.11 Taxes and Tax Status. All U.S. federal, state, local tax returns, information statements and reports, and all other material tax returns, information statements or reports, of the Relevant Parties required to be filed have been timely filed (or any such Person has timely filed for a valid extension and such extension has not expired), and all material Taxes, assessments, fees and other governmental charges (including any payments in lieu of Taxes) upon such Persons and upon their Properties, Assets, income, profits, businesses and franchises which are due and payable have been timely paid except to the extent the same are being contested in accordance with Section 5.06 and for which adequate reserves are maintained. All such returns, information statements and reports (and all information filed with the Treasury in connection with the application for, and receipt of, a Grant) are true and accurate in all material respects (it being understood that the amount claimed as the fair market value for any Project shall be deemed true and accurate if such amount is consistent with the applicable appraisal and all information provided to the appraiser was true and accurate) and were prepared in substantial compliance with applicable Law. Except for the Projects included in the Fund 12 Opco no Grant has been applied for or obtained with respect to any Project currently owned by a Relevant Party. There are no Liens for Taxes (other than Liens for Taxes not yet due and payable) on any Assets of any Relevant Party. Except as set forth on Schedule 4.11, no unresolved written claim or proposed adjustment (including in connection with an ITC Basis Notification) has been asserted with respect to any Taxes of any Relevant Party. Except as set forth on Schedule 4.11, no waiver or agreement by any Relevant Party is in force for the extension of time for the assessment or payment of any Tax or regarding the application of statute of limitations for any Taxes or tax returns, and no request for any such extension or waiver is currently pending. Except as set forth in Schedule 4.11, there is no pending or, to the Knowledge of the Borrower, threatened audit or investigation by any Governmental Authority of any Relevant Party with respect to Taxes or any Grant. No Relevant Party is a party to or bound by any Tax sharing arrangement with any Person or any other agreement pursuant to which it is liable for the Taxes of another Person (including any Affiliate of a Relevant Party), other than the Tax Equity Documents and any Project Document the primary purpose of which is not the indemnification of income or other material Taxes or the sharing or allocation of income or other material Tax benefits or liabilities. No Relevant Party has any liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law) or as a transferee or successor. No power of attorney currently in force has been granted with respect to Taxes of any Relevant Party. No written claim has been made by any Governmental Authority and received by any Relevant Party in a jurisdiction where such Relevant Party does not file a tax return that it is or may be subject to taxation in that jurisdiction. No Relevant Party has engaged in any “listed transaction” as defined in Treasury Regulation Section 1.6011-4 or made any disclosure under Treasury Regulation Section 1.6011-4. With respect to each Project that is leased for U.S. federal income tax purposes to a Customer, to the Knowledge of the Borrower, the Customer is not a Tax Exempt Person, except as could not reasonably be expected to have a Material Adverse Effect, when combined with other similar Projects. All property, sales and use taxes imposed upon any Project or the Energy produced by any Project are fully reimbursable by the applicable Customer or have been timely paid. No private letter ruling from the Internal Revenue Service has been obtained or requested by any Relevant Party for any of the transactions contemplated hereunder or under any of the Tax Equity Documents. Each Relevant Party is treated for U.S. federal income tax purposes either as disregarded as an entity separate from its owner (as described in Treasury Regulations Section 301.7701-2(c)(2)(i)) or as a partnership (and not a publicly traded partnership as defined in Section 7704(b) of the Code). Fund 12 Opco is, and since January 1, 2018 has been, treated for U.S. federal income tax purposes as disregarded as an entity separate from its owner (as described in Treasury Regulations Section 301.7701-2(c)(2)(i)). Fund 1 Opco is, and since July 1, 2022 has been, treated for U.S. federal income tax purposes as disregarded as an entity separate from its owner (as described in Treasury Regulations Section 301.7701-2(c)(2)(i)). Each owner of a Relevant Party (or if an owner of a Relevant Party is a disregarded entity, the entity treated as owning such Relevant Party’s assets for federal income tax purposes) is a U.S. Person. Each Relevant Party is not a Tax Exempt Person. No Relevant Party has elected to be treated as an association taxable as a corporation for federal income tax purposes. With respect to state and local property taxes for each Opco, (i) the amount of such taxes assumed in the Base Case Model is reasonable and (ii) to the extent any state or local property tax abatements, exemptions or exclusions are assumed in the Base Case Model (including, for the avoidance of doubt, the property tax exclusion for solar energy systems with respect to the State of California), such state or local property tax abatements, exemptions or exclusions are valid or, if incorrect, would not result in a Material Adverse Effect, such state or local property tax abatements, exemptions or exclusions are valid or, if incorrect, would not result in a Material Adverse Effect.

SECTION 4.12 Performance of Agreements. None of the Relevant Parties or the Sponsor Parties are in default in the performance, observance or fulfillment of the Loan Documents or the Wholly-Owned Documents. None of the Relevant Parties or the Sponsor Parties are in material default in the performance, observance or fulfillment of the other Transaction Documents to which they are a party or any of the other obligations, covenants or conditions contained in any material contracts of any such Persons and, to the Knowledge of the Relevant Parties and the Sponsor Parties, no condition exists under such Transaction Documents that, with the giving of notice or the lapse of time or both, would constitute such a material default, other than with respect to the Customer Agreements where such condition (itself or when coupled with other defaults or conditions under such agreements) could not reasonably be expected to have a Material Adverse Effect.

SECTION 4.13 Employee Benefit Plans. Neither the Borrower nor any Relevant Parties, or any of their respective ERISA Affiliates, maintains or contributes to, or has any obligation under, any Employee Benefit Plans or Multiemployer Plans. Without limiting the foregoing, the Borrower and its Subsidiaries do not have any employees or former employees and do not sponsor, maintain, participate in, contribute to or have any obligations under or liability in respect of any Plan.

SECTION 4.14 Insurance. Set forth on Schedule 4.14 is a description of all policies of insurance for the Relevant Parties, including those policies of the Sponsors for the benefit of the Relevant Parties which are required to be maintained pursuant to a Transaction Document (if any), that are in effect as of the Effectiveness Date. Such Insurance Policies conform to the requirements of Section 5.13 and have been paid in full or are not in arrears. No notice of cancellation has been received with respect to such policies and the Relevant Parties and the Sponsor are in compliance in all material respects with all conditions contained in such policies.

SECTION 4.15 Investments. Except as permitted under Section 6.07, the Relevant Parties (other than the Pledgors) have no direct or indirect equity interest in any Person which is not also a Relevant Party, including any stock, partnership interest or other equity securities of any other Person.

SECTION 4.16 Environmental Matters. To the Borrower’s Knowledge, each Project is, and has been developed, constructed and operated, in material compliance with all applicable Environmental Laws and Permits; no notice of violation of such Environmental Laws or Permits has been issued by any Governmental Authority with respect to any Project which has not been resolved; there is no pending or threatened action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration in respect of any Environmental Laws or Permits against any Relevant Party or with respect to any Project; there has been no Release of, or exposure to, any Hazardous Material on, from or related to any Project that has resulted in or could reasonably be expected to result in any material liability or material obligation for any Relevant Party; and no action has been taken by any Relevant Party that would cause any Project not to be in material compliance with all applicable Environmental Laws or Permits pertaining to Hazardous Materials.

SECTION 4.17 Project Permits. No Permits are required for the operation of any Project in the ordinary course following the date that it is Placed in Service.

SECTION 4.18 Representations Under Other Loan Documents. Each of the Relevant Parties’ and the Sponsor Parties’ representations and warranties set forth in the (a) other Loan Documents are true, correct and complete in all material respects and (b) Limited Liability Company Agreements and Master Purchase Agreements were true, correct and complete in all material respects when made.

SECTION 4.19 Broker’s Fee. Except as disclosed on Schedule 4.19, no broker’s fee or finder’s fee, commission or similar compensation will be payable by or pursuant to any contract or other obligation of any Sponsor Party or Relevant Party with respect to the making of the Loans or any of the other transactions contemplated by the Transaction Documents.

SECTION 4.20 Sanctions; Anti-Money Laundering and Anti-Corruption. (a) None of the Relevant Parties nor any of their respective Affiliates nor any director or officer or, to the Knowledge of the Borrower, agent, employee, affiliate or other person acting on behalf of a Relevant Party or any of its Affiliates (i) is a Blocked Person (ii) has been engaged in any transaction, activity or conduct that constitutes or could reasonably be expected to give rise to a violation of any Sanctions; and/or (iii) has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving it with respect to Sanctions.

(b) The operations of each of the Relevant Parties and its Affiliates have been conducted at all times in compliance with applicable anti-money laundering statutes of all applicable jurisdictions, including, without limitation, all money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States Law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or other Governmental Authority involving a Relevant Party or any of its Affiliates with respect to the Anti-Money Laundering Laws is pending, or to the Knowledge of the Borrower, threatened.

(c) None of the Relevant Parties nor any of their respective Affiliates nor any director or officer or, to the Knowledge of the Borrower, agent, employee, affiliate or other person acting on behalf of a Relevant Party or any of its Affiliates (i) is aware of or has taken any action, directly or indirectly, that constitutes or would result in a violation by such person of any applicable Law or regulation related to corruption or bribery of the United States or any non-U.S. country or jurisdiction, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act 2010, as amended, and the rules and regulations thereunder (collectively, “Anti-Corruption Laws”), including, without limitation, using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful payment to any foreign or domestic government official or employee from corporate funds, and making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, (ii) is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, or (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws.

(d) None of the transactions contemplated by the Transaction Documents will violate any Anti-Money Laundering Laws, Anti-Corruption Laws or applicable Sanctions, and the Borrower will not, directly or indirectly, use, contribute or otherwise make available all or any part of the proceeds of the Loans to or for the benefit of any Person for the purpose of financing activities or business of, other transactions with, or investments involving any Blocked Person or Sanctioned Country or in any other manner that constitutes or would give rise to a violation by any Person, including any Lender, of any Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions.

SECTION 4.21 Property Rights. Each Opco owns each photovoltaic system included in a Project acquired by it and owns, or has a contractual right to use or shall have on the date it acquires a Project, ownership of or, in the case of access rights to Customer Property, a contractual right to use, all equipment and facilities necessary for the operation of each Project. All equipment and facilities included in the Projects are reasonably expected to be when acquired or contracted for, and as of the Effectiveness Date are, to the Borrower’s Knowledge, in good repair and in an operating condition subject to ordinary wear and tear and casualty and are suitable for the purposes for which they are employed, and, to the Knowledge of the Borrower, there was and is no material defect, hazard or dangerous condition existing with respect to any such equipment or facilities except in respect of any material defect, hazard or dangerous condition for which the Provider is taking appropriate action in accordance with Prudent Industry Practices and that could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Borrower to perform under the Loan Documents at or above the assumption in the Base Case Model. Each Opco has the requisite real property rights and licenses under the Customer Agreements to which it is party to access, install, operate, maintain, repair, improve and remove its respective Projects and evidence of such real property rights and licenses has been provided to the Administrative Agent. No Relevant Party is the title owner of any real property.

SECTION 4.22 Portfolio Documents and Eligible Projects.

(a) No Relevant Party is party to any agreement or contract other than (i) the Transaction Documents to which it is a party and (ii) any contract or agreement incidental or necessary to the operation of its business that does not allocate material risk to any Relevant Party and has either a term of less than one year or a value over its term not exceeding $100,000.

(b) All rights to receive the PBI Payments and the related PBI Documents in respect of the Eligible Projects have been assigned to the applicable Opco and all conditions to payment by the PBI Obligor under such PBI Documents have been satisfied and such payments are not subject to any offset. Each PBI Obligor that is not a Governmental Authority, meet the Credit Requirements.

(c) Each Customer Agreement to which an Opco is a party is an Eligible Customer Agreement.

(d) To the Borrower’s Knowledge, each Customer Agreement and the origination thereof and the installation of the related Project, in each case, was in compliance in all material respects with applicable Law (including without limitation, all consumer leasing and protection Law) at the time such Customer Agreement was originated and executed and such Project was installed.

(e) Except for Customers subject to a Prepaid Customer Agreement, (i) the capacity weighted average FICO® Score of all Customers party to a Customer Agreement is no less than 750 and (ii) no greater than twenty percent (20%) of all Customers party to a Customer Agreement have a capacity weighted average FICO® Score of between 650 and 699.

(f) Except as set forth on Schedule 4.23(f), all Portfolio Documents when provided to the Administrative Agent (in each case, including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters) are (or will be when provided) true, correct and complete copies of such Portfolio Documents, and as of the Effectiveness Date or any other date when additional Portfolio Documents are provided to the Administrative Agent hereunder, each Portfolio Document (i) has been duly executed and delivered by each Sponsor Party and each Relevant Party thereto (as applicable) and, to the Knowledge of the Borrower, the other parties thereto, (ii) is in full force and effect and is enforceable against each Sponsor and each Relevant Party (as applicable) and, to the Knowledge of Borrower, each other party thereto as of such date, (iii) neither the Sponsors nor any Relevant Party or, to the Knowledge of the Borrower, no other party to such document is or, but for the passage of time or giving of notice or both, would be in breach of any material obligation thereunder, except solely with respect to the Project Documents, where such breach (itself or when coupled with other breaches under such Project Documents) could not reasonably be expected to have a Material Adverse Effect, (iv) has no event of force majeure existing thereunder except solely with respect to the Project Documents, where such event of force majeure (itself or when coupled with other events of force majeure under such Project Documents) could not reasonably be expected to have a Material Adverse Effect, and (v) all conditions precedent to the effectiveness of such documents have been satisfied or waived in writing.

(g) The Borrower maintains in its or the applicable Relevant Party’s books and records a copy of, to the best of the Borrower’s Knowledge, all documentation ancillary to the Customer Agreements, including, with respect to each completed Project: (i) a copy of or access to all of such Project’s manufacturer, installer or other warranties; (ii) copies of all PBI Documents and completed and submitted documentation in respect of rebates, if applicable, including the applicable confirmation letters; (iii) a copy of the Project’s completed inspection certificate issued by the applicable Governmental Authority; (iv) evidence of permission to operate from the applicable local utility; and (v) evidence that the installer of such Project has been paid in full.

(h) The insurance described in Section 5.13 satisfies all insurance requirements set forth in the Portfolio Documents.

(i) As of the Effectiveness Date, each Eligible Project is comprised of panels and inverters from an Approved Manufacturer.

(j) The Sponsors and Relevant Parties have taken all action in accordance with Prudent Industry Practices to ensure that the manufacturer warranties relating to an Eligible Project are in full force and effect and can be enforced by the applicable Opco and, to the Knowledge of the Borrower and except to the extent the applicable manufacturer is no longer honoring its warranties generally, all manufacturer warranties are in full force and effect.

(k) In respect of each Eligible Project, a precautionary fixture filing has been recorded in respect of such Eligible Project or such other similar filing as may be required by applicable law including pursuant to Cal. Pub. Util. Code §§ 2868-2869; provided, however, that (i) certain of such filings may be released from time-to-time in order to assist the applicable Customer in a pending refinancing of such Customer’s mortgage loan or sale of home, (ii) such filings may not have been filed or maintained in a manner that would provide priority under applicable law over an encumbrance or owner of the real property subject to the filing, and (iii) fixture filings may not have been made on Projects located on military property.

(l) (i) Each Eligible Project is located in a Project State listed on Schedule 4.23(l) and (ii) Eligible Projects in any single Project State (other than California) in the aggregate, do not exceed twenty percent (20%) of the total number of Eligible Projects.

(m) With respect to each Tax Equity Opco, each of the Tax Equity Opco Representations is true, complete and correct.

(n) With respect to each Wholly-Owned Opco, each of the Wholly-Owned Opco Representations is true, complete and correct.

(o) The Cash Available for Debt Service included under the Base Case Model from the Project Pool does not include any Operating Revenues other than as derived from Eligible Revenues, includes Operating Expenses from all Projects in the Project Pool and takes into account the impact on Operating Revenues and Operating Expenses from each waiver to eligibility requirements, portfolio criteria or otherwise as provided by a Tax Equity Member. Taking into account all Projects owned by the applicable Opco: (i) each of the fund constraints and limitations set forth in the related Master Purchase Agreement has been satisfied, (ii) any minimum systems in service requirement set forth in such Master Purchase Agreement shall have been achieved, and (iii) each Project met the sale conditions and eligibility representations at the time of sale pursuant to such Master Purchase Agreement or, such requirements referenced in clauses (i), (ii) and/or (iii) were waived or amended and a copy of any such waiver or amendment has been provided to the Administrative Agent.

(p) No Projects that are owned by the Wholly-Owned Opcos are subject to Prepaid Customer Agreements.

(q) No Opco has any remaining obligations to purchase Projects under any Master Purchase Agreement.

(r) Any and all Projects considered a public work under Article 8 of the NY Labor Law or a building service agreement covered by Article 9 thereof have been constructed in compliance with all State of New York prevailing wage and hours law and regulations.

SECTION 4.23 Security Interests.

(a) The Collateral Documents create, as security for the Obligations, valid, enforceable, and, upon the filing of documents and instruments in the proper places and the taking of other required actions (including, without limitation, possession), which have been filed or taken on or prior to the Effectiveness Date, perfected first-priority Liens in the Collateral, in favor of the Collateral Agent, for the benefit of the Secured Parties, subject to no Liens other than Permitted Liens. All consents and approvals necessary or desirable to create and perfect such Liens have been obtained.

(b) The descriptions of the Collateral set forth in the Collateral Documents are true, complete, and correct in all material respects and are adequate for the purpose of creating, attaching, and perfecting the Liens in the Collateral granted or purported to be granted in favor of the Collateral Agent for the benefit of the Secured Parties.

(c) All filings, registrations, recordings, notices, and other actions that are necessary or required (including delivery to the Collateral Agent of the certificates evidencing the Membership Interests or giving the Collateral Agent control or possession of the Collateral) to perfect the Collateral Agent’s Lien on the Collateral have been made or taken or will be made or taken on the date of this representation.

SECTION 4.24 Intellectual Property. To the best of the Borrower’s Knowledge, each Subsidiary owns or holds a valid and enforceable agreement, license, permit, certificate, franchise or other authorization or right to use the technology and intellectual property rights necessary to own, lease, operate, maintain and repair the Projects, and no actions by any Subsidiary that have been performed or are expected to be performed under the Portfolio Documents infringe upon or misappropriate the intellectual property rights of any other Person.

SECTION 4.25 Full Disclosure.

(a) All written information, including any information contained in any Officer’s Certificate, Loan Document (including all schedule, exhibit annexes and other attachments), documents, reports or other written information pertaining to the Relevant Parties, the Portfolio Documents and the Projects (other than any projections or forward-looking statements), together with all written updates of such information from time to time (collectively, the “Information”), that have been furnished by or on behalf of the Borrower to any Secured Party or its advisors or consultants are, as of the date such Information was so furnished (it being understood, without limitation, that the disclosures under the schedules to this Agreement, except where updated in accordance with this Agreement, are furnished as of the Effectiveness Date) and taken as a whole, true and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made.

(b) The projections and forward-looking statements, including the Base Case Model, prepared by or as directed by the Borrower that have been made available to any Secured Party (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as and when such projections or forward-looking statements were prepared and as of the Effectiveness Date, (ii) other than with respect variances to the assumptions as agreed by the Administrative Agent and the Borrower, are generally consistent with each financial model provided to the Tax Equity Members as and when such projections or forward-looking statements were prepared, and (iii) do not include any cash flows other than Eligible Revenues and include all Operating Expenses in respect of all Projects owned by the Opcos.

(c) Schedule 4.25(c) sets forth the Tax Equity Documents for each Tax Equity Opco.

(d) Schedule 4.25(d) sets forth the Wholly-Owned Documents for each Wholly-Owned Opco.

(e) Schedule 4.25(e) sets forth all agreements for the provision of maintenance, operating and administrative services in respect of Projects in the Project Pool.

(f) Schedule 4.25(f) sets forth (i) all accounts (other than the Collateral Accounts) maintained by each Relevant Party (other than the Tax Equity Opcos) and (ii) each Non-Routine Services Account and each Lockbox Account maintained by each Tax Equity Opco.

(g) As of the date delivered, the information included in each Beneficial Ownership Certification is true and correct in all respects.

SECTION 4.26 Acquisition Documents. There have been no amendments, supplements, modifications or waivers of the Acquisition Documents that would have an adverse impact on the Lenders or the transactions contemplated by this Agreement and the other Loan Documents.

SECTION 4.27 Iran Divestment Act. In accordance with Section 2879-c of the Public Authorities Law, by signing this contract, Borrower certifies, for itself and its Affiliates, under penalty of perjury, to the best of their knowledge and belief, that neither the Borrower nor any of its Affiliates is on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the New York State Finance Law (see www.ogs.ny.gov/about/regs/ida.asp).

SECTION 4.28 Termination of NYGB Account Control Agreements. Notice of termination has been delivered to Citibank, N.A. under the account control agreements among NYGB, Citibank, N.A., and the Level Solar Entities.

ARTICLE V.

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that until the Debt Termination Date, it shall perform and comply with all covenants in this Article V applicable to such Person.

SECTION 5.01 Financial Statements and Other Reports.

(a) Financial Statements and Operating Reports.

(i) Annual Reporting.

(A) Within one hundred twenty (120) days after the end of each fiscal year of each Sponsor and ESE, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and each Lender (on a combined consolidated basis for the Sponsors and their Subsidiaries and on a consolidated basis for the Borrower and its Subsidiaries) (x) with respect to the Sponsors copies of unaudited Financial Statements of each Sponsor for such fiscal year and (y) with respect to ESE, copies of audited Financial Statements of ESE. All such Financial Statements shall be prepared in accordance with GAAP consistently applied (other than, in the case of the Financial Statements of the Sponsors, where such Financial Statements cannot be prepared in accordance with GAAP due solely to the inability of the Sponsors to determine the fair value of certain subsidiaries related to a prior foreclosure of such subsidiaries by the Sponsors), and other than in the case of the Financial Statements of the Sponsors, which shall only be required to be management certified shall be accompanied, by an unqualified opinion of such accountants on such Financial Statements which states that such Financial Statements present fairly in all material respects the financial position of the applicable Person and its consolidated Subsidiaries for the period covered by such Financial Statements. All such Financial Statements delivered pursuant to this Section 5.01(a)(i)(A) shall also be accompanied by a certification executed by the applicable Person’s chief executive officer or chief financial officer (or other officer with similar duties) to the effect set forth in Section 5.01(a)(vi)

(B) Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and each Lender copies of the audited Financial Statements of (x) the Borrower (on a consolidated basis for the Borrower and its Subsidiaries) and (y) each Tax Equity Opco. All such Financial Statements shall be prepared in accordance with GAAP consistently applied and shall be audited by an Independent certified public accounting firm of national standing, and shall be accompanied by an unqualified report of such accountants on such Financial Statements which states that such Financial Statements present fairly in all material respects the financial position of the applicable Person and its consolidated Subsidiaries for the period covered by such Financial Statements. All such Financial Statements shall also be accompanied by a certification executed by the applicable Person’s chief executive officer or chief financial officer (or other officer with similar duties) to the effect set forth in Section 5.01 5.01(a)(vi).

(ii) Quarterly Reporting. Within forty-five (45) days after the end of each of the first three (3) fiscal quarters in each fiscal year of the applicable Person, commencing with the fiscal quarter ended June 30, 2020, the Borrower shall provide to the Administrative Agent and each Lender (on a consolidated basis for the Borrower and its Subsidiaries and on a combined basis for the Sponsors) copies of the unaudited Financial Statements of each of the Sponsors, ESE, the Borrower and each Opco for each such quarter, together with a certification executed by each respective chief executive officer or chief financial officer (or other officer with similar duties) to the effect set forth in Section 5.01(a)(vi).

(iii) Portfolio Reporting.

(A) The Borrower shall provide to the Administrative Agent a quarterly report (which report the Administrative Agent may provide to the Independent Engineer), no later than forty five (45) days after the end of the fiscal quarter for the combined portfolio in the form attached as Exhibit J (the “Quarterly Portfolio Report”), commencing with the fiscal quarter ended June 30, 2020;

(B) The Borrower shall cause its employees and officers to make themselves available during normal business hours at the reasonable request of the Administrative Agent (acting in consultation with the Independent Engineer) to discuss any information disclosed in the Quarterly Portfolio Report, including with respect to (a) Collections, (b) Operating Revenues, Operating Expenses and Cash Available for Debt Service, (c) the fair market value of the equity interests in each Opco, and (d) portfolio production performance.

(C) The Borrower shall provide to the Administrative Agent no later than fifteen (15) Business Days after the end of the fiscal quarter of the Borrower, commencing with the fiscal quarter ended June 30, 2020, the amounts standing to the credit of each Non-Routine Services Account (other than the Spruce Non-Routine Services Account) as of the end of such fiscal quarter together with a summary of all deposits and withdrawals from such accounts during the three month period ending on the last day of such fiscal quarter.

(iv) Provider Reporting. The Borrower shall cause the Provider to provide to the Administrative Agent and the Independent Engineer each quarterly operating report, as permitted by the Tax Equity Members, required pursuant to Maintenance Services Agreements at such time and in such manner as provided therein. The Borrower shall cause the Provider and its employees and officers to make themselves available during normal business hours at the reasonable request of the Administrative Agent or the Independent Engineer to discuss any information disclosed in such reports, including with respect to inverter failures.

(v) Debt Service Coverage Ratio Certificate. No later than eight (8) Business Days prior to each Payment Date, the Borrower shall provide to the Administrative Agent a Debt Service Coverage Ratio Certificate. The Administrative Agent (including on the instructions of any Lender) may notify the Borrower in writing of any suggested corrections to a Debt Service Coverage Ratio Certificate (the “Administrative Agent DSCR Comments”) regarding any inconsistencies with the terms of this Agreement, no later than five (5) Business Days following receipt of a Debt Service Coverage Ratio Certificate. The Borrower shall incorporate into the Debt Service Coverage Ratio Certificate all Administrative Agent DSCR Comments that are consistent with the terms of this Agreement and deliver to the Administrative Agent a revised Debt Service Coverage Ratio Certificate no later than three (3) Business Days following the date of the Borrower’s receipt of the Administrative Agent DSCR Comments. The calculations of the Debt Service Coverage Ratios and other information provided in respect of Debt Service Coverage Ratio Certificate hereunder shall be used in determining deposits to and releases from the Collections Account or the Distribution Trap Account, as applicable, for the purposes of making any Restricted Payments by the Borrower. If the Borrower fails to produce the information and calculations relating to the Debt Service Coverage Ratios and Debt Service Coverage Ratio Certificate required to be produced pursuant to this Agreement, then, until such time as such information and calculations are provided, no funds shall be released for the purposes of making any Restricted Payments by the Borrower.

(vi) Certifications of Financial Statements and Other Documents. Together with the Financial Statements provided to the Administrative Agent pursuant to Sections 5.01(a)(i) and (ii), the Borrower shall also furnish to the Administrative Agent certifications upon which the Administrative Agent may conclusively rely in the form of Exhibit H, executed by the respective chief executive officer or chief financial officer (or other officer with similar duties) of the applicable Sponsor and applicable Relevant Party (as applicable) certifying that such Financial Statements fairly present the financial condition and results of operations of the applicable Sponsor and applicable Relevant Party (as applicable) on a consolidated basis for the period(s) covered thereby in accordance with GAAP (subject, in the case of any such unaudited Financial Statements, to changes resulting from audit and normal year-end adjustments, including the absence of footnotes and subject to validation of individual Subsidiary capital accounts in calculating net loss attributable to non-controlling interests in conformity with GAAP).

(b) Material Notices. The Borrower shall promptly, but in no event later than five (5) Business Days after the earlier of its or any Subsidiary’s receipt or Knowledge thereof, deliver, or cause to be delivered, to the Administrative Agent:

(i) copies of all notices given or received with respect to a default or any event of default under any term or condition of or related to any Permitted Indebtedness;

(ii) copies of any and all notices of a default, breach or termination by any party under (A) any Transaction Document (other than a Project Document) or (B) any Project Document, which default, breach or termination under any Project Document (itself or when coupled with other breaches under any Project Document) could reasonably be expected to have a Material Adverse Effect;

(iii) notice of the occurrence of any event or circumstance that has, or could reasonably be expected to have, a Material Adverse Effect;

(iv) notice of any (A) fact, circumstance, condition or occurrence at, on, or arising from, any Project that results or could reasonably be expected to result in material noncompliance with or a material liability or material obligation under any Environmental Law, (B) Release of Hazardous Materials on, from or related to any Project that has resulted in or could reasonably be expected to result in personal injury or material Property damage or in any material liability or material obligation for any Relevant Party, or (C) pending or, to the Borrower’s Knowledge, threatened action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration in respect of any Environmental Laws against it or arising in connection with occupying or conducting operations on or at any Project therefor;

(v) copies of all material notices, documents or reports received or sent by the Borrower, a Sponsor or any other Relevant Party pursuant to any Tax Equity Document, which shall include (without limitation) any capital contribution notice and notices, documents or reports in relation to (A) any call option, buy-out right, withdrawal right or put option, (B) the achievement of any flip or cash reversion dates under a Limited Liability Company Agreement, (C) true-up requirements (including, without limitation, any true-up report regarding interim and final true-ups), (D) the transfer of membership interests, (E) claims against any Sponsor Party or any Relevant Party under any indemnity, (F) the threatened or actual removal of any Holdco as a managing member, (G) any updates to financial models prepared by or in respect of an Opco, (H) stop deployment events, any deficient class or deficient Projects or otherwise in relation to Projects owned by an Opco being Placed in Service or material correspondence on other eligibility criteria in the Tax Equity Documents for any Tax Equity Opco and (I) dispute resolution or independent review under the terms of any Tax Equity Document (in each case including, without limitation, in relation to the loss, reduction, recapture or disallowance of any Grant or ITC awarded or claimed, as applicable, with respect to any Project, any Projects being Placed in Service, any appraisal procedure and any material dispute in relation to Tax matters, Grants or ITCs);

(vi) notice of any event which would require a mandatory prepayment under Section 3.03(a);

(vii) notice that any insurance required to be maintained pursuant to the Tax Equity Documents or the Loan Documents has been, or, to the Knowledge of the Borrower, is threatened to be, cancelled;

(viii) any proposed amendment, supplement, modification or waiver to, or assignment or transfer in respect of, a Portfolio Document (other than any Customer Agreement) or the organizational documents of a Relevant Party at least five (5) Business Days prior to entry thereto;

(ix) copies of any amendment, supplement, waiver or other modification to a Portfolio Document or the organizational documents of a Relevant Party (provided that such documents in respect of the Customer Agreements may be provided on a quarterly basis but no later than forty-five (45) days after the end of March, June, September and December); and

(x) notice of any Serial Defect and each recall notice issued in respect of, or any other material communications related to an actual or potential Serial Defect from any manufacturer of any inverter included in an Eligible Project.

(xi) notice that any Project component used in respect of the Projects owned by the Opcos is not covered by an Acceptable Warranty or any other material communications related to an actual or loss of an Acceptable Warranty from any manufacturer of any equipment included in any Projects owned by the Opcos.

(xii) notice of any Warranty Event or any other material communications related to an actual or potential Warranty Event from any manufacturer of any inverter included in any Projects owned by the Opcos.

(xiii) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

(c) Performance Tracking. The Borrower shall cause each Holdco to make themselves available during normal business hours at the reasonable request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for any calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. At any time during the occurrence of any Event of Default or a Distribution Trap, the Administrative Agent may submit the latest Tax Equity Opco Model for each Tax Equity Opco, together with the exhibits or supplemental information thereto, to a model auditor selected by the Administrative Agent for its review at the sole cost and expense of the Borrower.

(d) Major Decisions. The Borrower shall promptly, but in no event later than five (5) Business Days prior to any vote or approval in respect of a Major Decision, deliver, or cause to be delivered, to the Administrative Agent written notice describing the issue to be decided by vote or approved together with copies of all correspondence received and sent with respect to that Major Decision.

(e) Operating Budgets.

(i) The Borrower shall prepare, or cause to be prepared, for each fiscal year of the Borrower and each of its Opcos an operating and capital expense budget setting forth the anticipated revenues, and Operating Expenses (including expenses for Non-Routine Services and Non-Agreed System Services) of each Relevant Party for such fiscal year. The initial Operating Budget for 2020 is attached as Exhibit I hereto. For each succeeding fiscal year (commencing with 2021), the Borrower shall, not later than thirty (30) days prior to beginning of such fiscal year, submit a proposed Operating Budget to the Administrative Agent for its approval (acting on the instructions of the Required Lenders); provided that the approval of the Administrative Agent shall be deemed to be given if (A) the Operating Expenses set forth in the proposed Operating Budget do not exceed 10% in the aggregate over the amount budgeted for such Operating Expenses of the Borrower and its Opcos in the then-current Base Case Model for the applicable year and (B) such proposed Operating Budget is otherwise consistent with the then-current Base Case Model for the applicable year.

(ii) The Borrower shall, and shall cause each of its Holdcos to, deliver to the Administrative Agent (i) each operating budget submitted to and approved by the Tax Equity Members in respect of its Tax Equity Opco, as required under the applicable Limited Liability Company Agreement and (ii) when available, any amendments to such operating budget, together with all notices or correspondence regarding the approval of such operating budget (if applicable) by the relevant Tax Equity Member; provided that the approval of the Administrative Agent shall be deemed to be given if the Non-Routine Services and Non-Agreed System Services included in such operating budgets do not collectively exceed the greater of (x) 10% in the aggregate over the amount budgeted for Operating Expenses in respect of the Tax Equity Opcos in the then-current Base Case Model for the applicable year and (y) $50,000 and (B) such operating budgets are otherwise consistent with the then-current Base Case Model for the applicable year.

(f) Inverter Reporting. On or prior to the Calculation Date ending December 31, 2020, and annually thereafter, the Borrower shall submit to the Administrative Agent a list of all inverter manufacturers and models, together with the distribution of such equipment across each Opco and inverter failures and warranty information, for an annual review of which the Borrower has Knowledge (together, the “Inverter Review Information”). The Administrative Agent may consult with the Independent Engineer regarding the Inverter Review Information at the Borrowers’ sole cost and expenses and the Borrower shall make itself and its officers and employees available during normal business hours to the Independent Engineer, at the reasonable request of the Administrative Agent, to discuss the Inverter Review Information.

(g) Other Information. As soon as reasonably practicable upon request, the Borrower shall, deliver, or cause to be delivered, such other information in relation to the business, operations, Property, Assets or condition (financial or otherwise) of the Borrower and any Relevant Party as the Administrative Agent or any Lender may from time to time reasonably request.

(h) Data Site. Notwithstanding anything contained to the contrary herein, all reporting and notice obligations of the Borrower under this Section 5.01 may be satisfied by posting any applicable reports, notices or other materials to an Intralinks data site or such other data site designated by the Borrower that is reasonably acceptable to the Administrative Agent and the Required Lenders and to which the Administrative Agent shall have control and the Lenders and the Independent Engineer have been granted access.

SECTION 5.02 Notice of Events of Default. The Borrower shall give the Administrative Agent prompt written notice of (a) each Default of which it obtains Knowledge and each Event of Default hereunder and (b) each default on the part of any party to the other Transaction Documents (other than the Customer Agreements where such breach (itself or when coupled with other breaches under such agreements) could not reasonably be expected to have a Material Adverse Effect).

SECTION 5.03 Maintenance of Books and Records. The Borrower shall, and shall cause each of its Subsidiaries to, maintain and implement, administrative and operating procedures reasonably necessary in the performance of their obligations hereunder, and the Borrower shall, and shall cause its Subsidiaries to, keep and maintain at all times, or cause to be kept and maintained at all times, all documents, books, records, accounts and other information reasonably necessary or advisable for the performance of their obligations hereunder to the extent required under applicable Law.

SECTION 5.04 Litigation. The Borrower shall give the Administrative Agent prompt written notice upon it or any Relevant Party receiving or obtaining:

(a) notice of any pending or threatened (in writing) litigation, investigation, action or proceeding of or before any court arbitrator or Governmental Authority affecting a Sponsor Party, the Borrower or any Relevant Party that, if adversely determined, could reasonably be expected to result in:

(i) liability to the Borrower or a Relevant Party in an aggregate amount exceeding $1,000,000, or an aggregate amount with all other such claims exceeding $3,000,000;

(ii) injunctive, declaratory or similar relief against the Borrower or a Relevant Party; or

(iii) a Material Adverse Effect;

(b) Knowledge of any material development in any action, suit, proceeding, governmental investigation or arbitration at any time which is pending against or affecting any of the Sponsor Parties, the Borrower or any Relevant Party and could reasonably be expected to have a Material Adverse Effect.

SECTION 5.05 Existence; Qualification. The Borrower shall, and shall cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence as a limited liability company and all rights and franchises material to its business, including its qualification to do business in each state where it is required by Law to so qualify, except to the extent that the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.06 Taxes. The Borrower shall, and shall cause each of the other Relevant Parties to, maintain its classification as a partnership or disregarded entity for U.S. federal income tax purposes as represented in Section 4.11 and shall not recognize any transfer of an ownership interest in the Borrower if the direct owner either (a) is not a U.S. Person or (b) is a Tax Exempt Person. The Borrower shall, and shall cause each of the other Relevant Parties to, pay, or cause to be paid, as and when due and prior to delinquency, all material Taxes, assessments and governmental charges of any kind that may at any time be lawfully due or levied against or with respect to such Person or any Project (including, in each case, all material Taxes, assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien on such Project); provided, however, that the Borrower or other Relevant Party may, by appropriate proceedings, contest or cause to be contested in good faith any such Taxes, assessments and other charges and, in such event, may, if permitted by applicable Laws, permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when the Borrower or other Relevant Party is in good faith contesting or causing to be contested the same by appropriate proceedings, so long as (a) appropriate segregated cash reserves have been established to pay any such Tax, assessments or other charges, accrued interest thereon and potential or other costs related thereto in accordance with GAAP, (b) enforcement of the contested Tax, assessment or other charge is effectively stayed pursuant to applicable Laws for the entire duration of such contest, and (c) any Tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid after resolution of such contest. In the event that any “imputed underpayment” (within the meaning of Section 6225 of the Code) is assessed or imposed against a Holding or Holdco, the Borrower shall, to the extent permitted under applicable Law, (A) cause such Holding or Holdco to make an election under Section 6226 of the Code to make Section 6225 of the Code inapplicable to the imputed underpayment and (B) follow the procedures required pursuant to the Code and the Treasury Regulations in connection therewith.

SECTION 5.07 Operation and Maintenance. The Borrower shall, and shall cause each of its Opcos and the Provider to, keep each Project in good operating condition consistent in all material respects with the applicable Portfolio Documents, all other agreements with respect to the Project (including any provisions of any manufacturer, installer or other warranties), Prudent Industry Practices and requirements of Law, and make or cause to be made all repairs necessary to keep such Projects in such condition (ordinary wear and tear excepted). With respect to replacements of panels or inverters of any Project, the Borrower shall, and shall cause each of its Opcos and the Provider to, use equipment manufactured by an Approved Manufacturer.

SECTION 5.08 Preservation of Rights; Maintenance of Projects; Warranty Claims; Security.

(a) The Borrower shall, and shall cause each of its Subsidiaries to, (i) perform and observe its material obligations under the Portfolio Documents, and to which such Relevant Party is a party and (ii) to preserve, protect and defend its (or its Subsidiary’s) material rights, under such Portfolio Documents, including prosecution of suits to enforce any right of such Relevant Party thereunder and enforcement of any claims with respect thereto. The Borrower shall, and shall cause its of its Subsidiaries to, cause the Provider to maintain any Permits as may be required in connection with the maintenance, repair or removal of any Project.

(b) The Borrower shall, and shall cause each of its Subsidiaries to, or shall cause the Provider (as appropriate) to, on behalf of the applicable Subsidiary, pursue warranty claims related to a Project’s photovoltaic panels, inverters or other material components in accordance with the terms of the applicable warranty, unless the Administrative Agent waives such requirement in writing.

(c) The Borrower shall, and shall cause each Loan Party to, execute and deliver from time to time such other documents as shall be necessary or advisable, or that the Administrative Agent or Collateral Agent may reasonably request, in connection with the rights and remedies of the Secured Parties granted by or provided for in the Loan Documents and to perform the transactions contemplated therein.

(d) The Borrower shall, and shall cause each Loan Party to (i) take all actions as may be necessary or advisable, or that the Administrative Agent may reasonably request, to establish, maintain, protect, perfect and continue the perfection or the first-priority status (subject to Permitted Liens) of the security interests created (or purported to be created) by the Collateral Documents and (ii) furnish timely notice of the necessity of any such action together with such instruments, in execution form (if applicable), and such other information as may be required or reasonably requested to enable any appropriate Person to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute and deliver or cause to be executed and delivered, acknowledge or cause to be acknowledged, file or cause to be filed or record or register or cause to be recorded or registered, or take any other action or cause any other action to be taken with respect to, such notices, statements, instruments and other documents (including any memorandum of lease or other agreement, UCC financing statement or amendment or continuation statement, certificate of title or estoppel certificate, fixture filings and mortgages or deeds of trust) in all places necessary or advisable to establish, maintain, protect and perfect, and ensure the priority of, such security interests and in all other places that the Administrative Agent or any Lender shall reasonably request, (B) discharge all other Liens (other than Permitted Liens) or other claims adversely affecting the rights of the Secured Parties in the Collateral or the pledged interests and (C) deliver or publish all notices to third parties that may be required to establish or maintain the validity, perfection or priority of any Lien created pursuant to this Agreement or the Collateral Documents.

(e) Without limiting its obligations under the foregoing clauses (c) and (d), the Borrower shall, and shall cause each Loan Party to, take actions necessary or advisable (including filing, registering and recording all necessary instruments and documents and paying all fees, taxes, levies, imposts and periodic expenses in connection therewith), or that the Administrative Agent may reasonably request, to (i) create security arrangements, including, as applicable, the establishment of a pledge or the perfection of any Lien or, as applicable, the enforceability of a Lien as against such Subsidiary and any subsequent lienor (including a judgment lienor), holder of a charge, or transferee for or not for value, in bulk, by operation of Law, or otherwise, in each case granted, with respect to all future Assets in accordance with the requirements of all applicable Laws, or the Law of any other jurisdiction, as applicable, (ii) maintain the security and pledges created by this Agreement and the Collateral Documents in full force and effect at all times (including, as applicable, the priority thereof), and (iii) preserve and protect the Collateral and Membership Interests and protect and enforce its rights and title, and the rights and title of the Secured Parties, to the security created by this Agreement and the Collateral Documents.

(f) The Borrower shall take all reasonable actions to maintain the filings referenced in Section 4.22(k) pursuant to applicable Laws.

(g) Without limitation to Section 5.22, simultaneously with the purchase or cancellation of the outstanding “class A” membership interests of an Opco or any membership interests held by a Tax Equity Member in such Opco (whether pursuant to purchase, call, put or withdrawal option), the Borrower shall, and shall cause the applicable Holdco and Opco to deliver such new and amended Collateral Documents and standing instructions and associated amendments to the Loan Documents as requested by the Administrative Agent (including, without limitation, an accession and joinder to the Guaranty and Security Agreement to provide a guaranty of the Obligations and a security interest for the Obligations over all Assets of the applicable Opco, a deposit account control agreement to perfect such security interest in such Opco’s Lockbox Account and Non-Routine Services Account, standing instructions for the deposit of the revenues of such Opco into the Collections Account, amendments to reflect such Opco as a wholly owned subsidiary of the Borrower and other amendments in respect of account mechanics, contracting, budgeting and payment provisions regarding the operation and maintenance of such Opco, transition management or back-up servicing arrangements for such Opco and the removal of prepaid systems from the ownership of the Relevant Parties) in a form and of substance reasonably acceptable to the Administrative Agent.

(h) Upon an Opco becoming a Wholly-Owned Opco as a result of the purchase or cancellation of the membership interests held by a Tax Equity Member as described in clause (g) above, the Borrower shall ensure that any Maintenance Service Agreement and Backup Servicer Agreement to which such Opco is a party shall be substantially in the form as those entered into by a Wholly-Owned Opco on the Effectiveness Date and shall provide for the Wholly-Owned Opco to have a right to terminate such agreements for Provider default, and transition to a replacement Provider under the Backup Servicer Agreement, upon the occurrence of a Servicer Termination Event hereunder.