Exhibit 10.4

Execution Version

OMNIBUS AMENDMENT AND ACCESSION

This OMNIBUS AMENDMENT AND ACCESSION, dated as of April 8, 2022 (this “Agreement”), is entered into by and among KWS Solar Term Parent 1 LLC, a Delaware limited liability company (“Co-Borrower 1”), KWS Solar Term Parent 2 LLC, a Delaware limited liability company (“Co-Borrower 2”), KWS Solar Term Parent 3 LLC, a Delaware limited liability company (“Co-Borrower 3”), and Spruce Power 3 Holdco, LLC, a Delaware limited liability company (“Co-Borrower 4”) (collectively, the “Co-Borrowers” and each individually a “Co- Borrower”), the undersigned financial institutions as Lenders (each individually a “Lender” and, collectively, the “Lenders”), KeyBank National Association, in its capacities as Administrative Agent, Collateral Agent and Depository Agent. As used in this Agreement, capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (defined below).

W I T N E S S E T H

WHEREAS, (a) the Co-Borrowers, the Lenders and the Administrative Agent are party to that certain Amended and Restated Credit Agreement, dated as of March 19, 2022 (as further amended, restated, or modified from time to time, the “Credit Agreement”) and (b) the Co- Borrowers, the Administrative Agent, the Collateral Agent and the Depository Agent are party to the Depository Agreement.

WHEREAS, Co-Borrowers have requested that the Loan Documents be amended as set forth herein (a) to add Vantage Infrastructure Debt Fund L.P., by Vantage Infrastructure USA GP LLC, its general partner (the “Upsize Lender”) as a Lender for all purposes under the Credit Agreement and each Loan Document and (b) for the Upsize Lender to provide (x) a “Second Additional Term Loan Commitment” in an amount equal to $20,000,000 and (y) a pro rata portion of the PIK Loan Commitment.

WHEREAS, in connection with this request, the Co-Borrowers and the undersigned wish to agree to make, certain amendments to the Credit Agreement and the Depository Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment and Accession to Credit Agreement. Each of the Co-Borrowers, each of the Lenders and the Administrative Agent (acting at the instruction of the Lenders) hereby agree that on and after the Effective Date (as defined below) the Pledge Agreement shall be amended as follows:

(a) The Credit Agreement (excluding all Exhibits, Schedules, and Annexes thereto, other than as expressly set forth herein) shall be amended as set forth in Appendix I attached hereto, such that all of the newly inserted double-underlined provisions therein (indicated textually in the same manner as the following example: double-underlined text) shall be deemed to be inserted and all of the stricken text therein (indicated textually in the same manner as the following example: stricken text) shall be deemed to be deleted therefrom;

(b) Schedule 2.01 (Lenders’ Commitments) to the Credit Agreement shall be amended and restated in its entirety with Appendix II attached hereto; and

(c) Exhibit G (Form of Base Case Model) to the Credit Agreement shall be amended and restated in its entirety with Appendix III attached hereto.

(d) The Upsize Lender by its signature below becomes a “Lender” under the Credit Agreement from and after the Effective Date and hereby (i) has the Commitments set forth on Schedule 2.01 (Lenders’ Commitments), as amended and restated by this Amendment and (ii) agrees to all the terms and provisions of the Credit Agreement and each other Loan Document applicable to it as a Lender thereunder.

2. Amendment to Depository Agreement. The Co-Borrowers, the Depository Agent, the Collateral Agent and the Administrative Agent (each Agent acting at the instruction of the Lenders) hereby agree that on and after the Effective Date (as defined below) the Depository Agreement shall be amended as follows:

(a) Section 3.01(d) is hereby amended by replacing the text “for the quarterly period ending on the most recent Calculation Date” with the text “for the semi-annual period ending on the most recent Calculation Date (comprising two quarterly periods)”.

(b) Section 4.01(i) is hereby amended by replacing the text “quarterly installments” with the text “semi-annual installments” in each place it appears.

(c) Exhibit A (Form of the Withdrawal/Transfer Certificate) to the Depository Agreement shall be amended and restated in its entirety with Appendix IV attached hereto;

3. Conditions to Effectiveness. The amendments and accessions set forth in Sections 1 and 2 shall be effective as of the date of the satisfaction of each of the following conditions (the “Effective Date”):

(a) The Administrative Agent and the Collateral Agent shall have received duly executed counterparts of this Agreement from each of the Co-Borrowers, the Lenders and the Agents;

(b) Each of the conditions to the Second Additional Term Loan Borrowing Date (as defined on Appendix I hereto) have been satisfied and such Borrowing occurs on or prior to April 30, 2022; and

(c) Payment by the Co-Borrowers to the Upsize Lender an amount equal to 1.50% of its Second Additional Term Loan Commitment.

4. Representations and Warranties. As of the date hereof and the Effective Date:

(a) Each of the Co-Borrowers represents and warrants to the Agents and each Secured Party that:

(i) The execution, delivery and performance by such Co-Borrower of this Agreement:

(1) have been duly authorized by all necessary limited liability company or other action, as the case may be, on behalf of such Co- Borrower;

(2) do not and will not (A) conflict with or result in a violation or breach of the terms of its certificate of formation, limited liability company agreement, operating agreement or other organizational documents, as the case may be, any provision of material Law applicable to it or any order, judgment or decree of any Governmental Authority binding on it or any of its material Properties, (B) 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, including the Intercompany Financing Agreement, or (C) result in or require the creation or imposition of any Lien upon its Assets (other than the Liens created under the Collateral Documents); and

(3) do not and will not require any registration with, consent or approval of, or notice to, or other action with or by, any Governmental Authority or any other Person (including any Tax Equity Member and their Affiliates or HPS and its 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;

(ii) Immediately prior to and after the Effective Date, no Default or Event shall have occurred and be continuing.

5. Miscellaneous.

(a) Effect of this Agreement.

(i) The amendments, accessions and other modifications set forth in this Agreement shall be applicable solely with respect to those matters expressly provided therein, and no other amendments or accessions are given herein or may be otherwise construed or implied. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

(ii) Except as herein expressly provided, each and every term, condition, warranty and provision of the Depository Agreement and the Credit Agreement and the other Transaction Documents shall remain unchanged and in full force and effect, and such are hereby ratified, confirmed and approved by the parties hereto, and in the event of any conflict between the provisions of this Agreement and the provisions of the Credit Agreement, the Depository Agreement or any other Transaction Document, the provisions of this Agreement shall prevail.

(iii) Except as expressly set forth herein, nothing contained in this Agreement shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent or any of the other Secured Parties, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in each of the Credit Agreement, the Depository Agreement and any other Transaction Document.

(iv) Whether or not specifically amended by the provisions of this Agreement, all of the terms and provisions of the Credit Agreement, the Depository Agreement and the other Transaction Documents are hereby amended to the extent necessary to give effect to the purpose and intent of this Agreement.

(b) Incorporation by Reference. Section 11.04 (Effect of Headings and Table of Contents), Section 11.05 (Successors and Assigns), Section 11.06 (Severability), Section 11.08 (Governing Law), Section 11.09 (Waiver of Jury Trial), Section 11.10 (Counterparts; Integration; Effectiveness) and Section 11.16 (Entire Agreement) of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

(c) Loan Document. This Agreement shall be deemed to be a Loan Document for all purposes of the Credit Agreement and the other Transaction Documents.

(d) Acknowledgement. Each party hereto acknowledges that the terms of this Agreement shall not constitute a course of dealing among the parties hereto.

(e) Construction. The principles of interpretation specified in Sections 1.02, 1.03 and 1.05 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

(f) No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, except as provided in Section 13(a)(i), Section 7.6 of the Guaranty and Security Agreement and Section 11.05 of the Credit Agreement, no other Person is entitled to rely upon or benefit from this Agreement or any term hereof or thereof.

(g) Lender and Agent Authorization. The Lenders hereby authorize and direct the Agents to execute, deliver and perform this Agreement. The Administrative Agent hereby authorizes and directs the Collateral Agent to execute, deliver and perform this Agreement. The Administrative Agent and the Collateral Agent hereby authorize and direct the Depository Agent to execute, deliver and perform this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye)

Signature Page to Omnibus Amendment and Accession (Hawkeye) 

Appendix I

Amended Credit Agreement

See attached.

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

among

KWS SOLAR TERM PARENT 1 LLC,

KWS SOLAR TERM PARENT 2 LLC,

KWS SOLAR TERM PARENT 3 LLC,

and

SPRUCE POWER 3 HOLDCO, LLC,

as Co-Borrowers,

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent, and

The Lenders From Time to Time Party Hereto

dated as of March 19, 2021

and as amended as of April 8, 2022

TABLE OF CONTENTS

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 19, 2021 and as amended as of April 8, 2022 (this “Agreement”), among KWS Solar Term Parent 1 LLC, a Delaware limited liability company (“Co-Borrower 1”), KWS Solar Term Parent 2 LLC, a Delaware limited liability company (“Co-Borrower 2”), KWS Solar Term Parent 3 LLC, a Delaware limited liability company (“Co-Borrower 3”), and Spruce Power 3 Holdco, LLC, a Delaware limited liability company (“Co-Borrower 4”) (collectively, the “Co-Borrowers” and each individually a “Co-Borrower”), the financial institutions as Lenders from time to time party hereto (each individually a “Lender” and, collectively, the “Lenders”), and KeyBank National Association, as Administrative Agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).

RECITALS

WHEREAS, (a) Co-Borrower 1 owns one hundred percent (100%) of the membership interests in KWS Solar Term Borrower 1, LLC, a Delaware limited liability company (“Co-Borrower 1 Sub”), (b) Co-Borrower 2 owns one hundred percent (100%) of the membership interests in KWS Solar Term Borrower 2, LLC, a Delaware limited liability company (“Co-Borrower 2 Sub”); (c) Co-Borrower 3 owns one hundred percent (100%) of the membership interests in KWS Solar Term Borrower 3, LLC, a Delaware limited liability company (“Co-Borrower 3 Sub”); and (d) Co-Borrower 4 owns one hundred percent (100%) of the membership interests in Spruce Power 3, LLC, a Delaware limited liability company (“Co-Borrower 4 Sub” and, collectively with Co-Borrower 1 Sub, Co-Borrower 2 Sub, and Co-Borrower 3 Sub, the “Borrower Subs”);

WHEREAS, Co-Borrower 1 Sub, Co-Borrower 2 Sub, and Co-Borrower 3 Sub collectively own one hundred percent (100%) of the membership interests in each of Spruce Power 1, LLC (f/k/a Kilowatt Systems, LLC) (“SVB Borrower”) and Spruce Power 2, LLC (f/k/a Spruce Juniper, LLC) (the “Boardwalk Borrower”, and together with the SVB Borrower, the “PortfolioCo Borrowers”);

WHEREAS, the SVB Borrower is party to the Amended and Restated Credit Agreement, dated as of October 29, 2019, as amended by the Omnibus Amendment and Consent, dated as of March 5, 2020, and the Second Omnibus Amendment and Consent, dated as of March 19, 2021 (as further amended, restated, supplemented or otherwise modified from time to time, the “PortfolioCo Credit Agreement”), among SVB Borrower(f/k/a Kilowatt Systems, LLC and as successor in interest to Spruce Kismet, LLC, Greenday Finance I LLC and Volta MH Owner II, LLC), Silicon Valley Bank, as Administrative Agent, ING Capital LLC and Silicon Valley Bank, as Issuing Banks, the lenders from time to time party thereto, ING Capital LLC and Silicon Valley Bank, as Joint Bookrunners and Coordinating Lead Arrangers, and KeyBank National Association, as Joint Lead Arranger;

WHEREAS, on March 18, 2021, SVB Borrower (i) acquired all of the assets of Greenday Finance I LLC and Spruce Kismet, LLC pursuant to certain transfer agreements, (ii) acquired all membership interests in Volta Manager Holdings II, LLC from Volta MH Owner II, LLC pursuant to certain transfer instruments, (iii) changed its name from “Kilowatt Systems, LLC” to “Spruce Power 1, LLC” (collectively, the “PortfolioCo Consolidation”), and (iv) received consent to the PortfolioCo Consolidation from the Lenders;

WHEREAS, the Boardwalk Borrower is party to that certain Credit Agreement, dated May 14, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Boardwalk Credit Agreement”), among the Boardwalk Borrower, Silicon Valley Bank, as Administrative Agent, Issuing Bank, Sole Bookrunner and Sole Lead Arranger, and the lenders from time to time party thereto;

WHEREAS, Co-Borrower 4 Sub is party to that certain Credit Agreement, dated November 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “SP3 Credit Agreement”), among Co-Borrower 4 Sub, KeyBank National Association, as Administrative Agent and Issuing Bank, the lenders from time to time party thereto, and KeyBanc Capital Markets Inc. and Silicon Valley Bank as Joint Bookrunners and Joint Lead Arrangers;

WHEREAS, as of the Additional Term Loan Borrowing Date, the PortfolioCo Borrowers own, either directly or indirectly, the Subsidiaries set forth on Schedule 4.03(i);

WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of April 28March 19, 20202021 (as amended prior to the date hereofApril [   ], 2022, the “Existing Credit Agreement”), the Lenders party thereto, provided (i) Co-Borrower 1, Co-Borrower 2, and Co-Borrower 3 (collectively, the “Initial Co-Borrowers”), with a term loan facility in the amount of $124,000,000.00 (the “Initial Term Loan Commitments”) and (ii) the Co-Borrowers with an additional Term Loan Commitment in an amount of $25,000,000 (the “Additional Term Loan Commitment”), and the Lenders agreed to make PIK Loans in the amount not to exceed the PIK Loan Commitment (collectively, the PIK Loan Commitment and, the Initial Term Loan Commitment, and the Additional Term Loan Commitment, the “Initial Commitments”);

WHEREAS, the Initial Term Loan Commitments under the Existing Credit Agreement have been fully funded and, as of the Second Additional Term Loan Borrowing Date, whichsuch principal obligations shall continue under this Agreement (the “Initial Term Loan”);

WHEREAS, the Additional Term Loan Commitments under the Existing Credit Agreement have been fully funded and, as of the Second Additional Term Loan Borrowing Date, such principal obligations shall continue under this Agreement (the “ExistingAdditional Term LoansLoan”);

WHEREAS, the Co-Borrowers desire to add the Projects owned by Co-Borrower 4 Sub (such Projects, the “Additional Projects”) to the Project Pool and thus pursuant to the terms of the Existing Credit Agreement, the Initial Co-Borrowers have requested (a) Co-Borrower 4 be included as an additional Co-Borrower, (b) the Lenders approve the addition of Co-Borrower 4 Sub as an additional Opco, and (c)have requested the Term Lenders make Additionaladditional Term Loan Commitments in an amount of $25,000,000.0020,000,000.00 (the “Second Additional Term Loan Commitment”), in each case on the terms and conditions set forth in this Agreement;

WHEREAS, certain Term Lenders have agreed to make the Second Additional Term Loan Commitment;

WHEREAS, the parties wish to amend and restate the Existing Credit Agreement and amend or amend and restate certain other Loan Documents to, among other things, reflect such increase in the Initial Commitments 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 do not effect 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 said 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 Co-Borrowers, the Administrative Agent and the Lenders 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 five hundred million Dollars ($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 REC Guaranty” shall mean a guaranty related to a REC Contract in form and substance reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders).

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

“Acquired Greenbacker Projects” shall mean Projects previously owned by Greenbacker Residential Solar LLC, a Delaware limited liability company, owned by SVB Borrower after the Short Hills/Greenbacker Acquisition and the PortfolioCo Consolidation.

“Acquired Kismet Projects” shall mean Projects previously owned by Kismet Consulting, LLC, a Delaware limited liability company, purchased by the Sponsors in connection with the Sponsors’ purchase of Kismet Consulting, LLC, and owned by SVB Borrower.

“Acquired Greenbacker Customer Agreement” shall mean a Customer Agreement with respect to an Acquired Greenbacker Project; provided, that “Acquired Greenbacker Customer Agreement” shall not include any reassignment of such Customer Agreement to a new Customer after the date of the acquisition of such Project.

“Acquired Kismet Customer Agreement” shall mean a Customer Agreement with respect to an Acquired Kismet Project; provided, that “Acquired Kismet Customer Agreement” shall not include any reassignment of such Customer Agreement to a new Customer after the Closing Date.

“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. For the avoidance of doubt, Additional Expenses shall not include Services Fees, the ESE Fee or amounts payable to the Manager under the Management Agreement.

“Additional Projects” shall have the meaning set forth in the recitals.

“Additional Reserve Account” shall have the meaning given to the term “KWS Additional Reserve Account” in the Depository Agreement.

“Additional Term Loan” shall have the meaning given to such term in Section 2.01(a)the Recitals.

“Additional Term Loan Borrowing Date” shall mean the date on which all conditions precedent set forth in Section 8.01 have been satisfied or waived in writing by the Administrative Agent (acting on the instructions of all Lenders)means March 19, 2021.

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

“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 QCC 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 Co-Borrowers 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.

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

“Ampere IV Model” shall mean the financial equity base case model agreed and accepted by Ampere Holdco IV and Firstar in respect of Firstar’s tax equity investment in Ampere Owner IV.

“Ampere Holdco I” shall mean Ampere Solar Manager I, LLC, a Delaware limited liability company.

“Ampere Holdco III” shall mean Ampere Solar Manager III, LLC, a Delaware limited liability company.

“Ampere Holdco IV” shall mean Ampere Solar Manager IV, LLC, a Delaware limited liability company.

“Ampere Owner” shall mean each of Ampere Owner I, Ampere Owner III, and Ampere Owner IV.

“Ampere Owner I” shall mean Ampere Solar Owner I, LLC, a Delaware limited liability company.

“Ampere Owner III” shall mean Ampere Solar Owner III, LLC, a Delaware limited liability company.

“Ampere Owner IV” shall mean Ampere Solar Owner IV, LLC, a Delaware limited liability company.

“Ampere Tenant III” shall mean Ampere Solar Master Tenant III, LLC, a Delaware limited liability company .

“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).

“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 Required Lenders and the Co-Borrowers in consultation with the Independent Engineer, which may be modified from time to time subject to the approval of the Required Lenders and the Co-Borrowers 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; provided, further, that (x) so long as the PortfolioCo Debt Termination Date has not occurred, “Approved Vendor List” with respect to Projects that are subject to the PortfolioCo Credit Agreement shall mean such list approved under the terms of the PortfolioCo Credit Agreement and (y) so long as the Boardwalk Debt Termination Date has not occurred, “Approved Vendor List” with respect to Projects that are subject to the Boardwalk Credit Agreement shall mean such list approved under the terms of the Boardwalk Credit Agreement, but only to the extent the Co-Borrowers have delivered such list to the Administrative Agent and such list has not been rejected in writing by the Required Lenders within ten (10) days of the later of (a) the Administrative Agent’s receipt of such notice and (b) if the Administrative Agent or any Lender has requested supporting documentation or information, the Administrative Agent’s receipt of such supporting documentation or information.

“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 (a) in relation to any Relevant Party, for so long as the Management Agreement is in full force and effect, any officer of the Manager who is authorized to act for the Manager in matters relating to the Co-Borrowers and the Subsidiaries and to be acted upon by the Manager pursuant to the Management Agreement, and who is identified on the list of Authorized Officers delivered by the Co-Borrowers 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 each Co-Borrower) and (b) 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).

“Back-up Servicer” shall mean the provider of backup services under a Backup Servicer Agreement.

“Backup Servicer Agreements” shall mean, individually and collectively, as the context requires, each of the agreements listed as “Backup Servicer Agreements” on Schedule 4.25(f) and any replacement thereof in form and substance acceptable to the Required Lenders.

“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).

“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 attached as Exhibit G to this Agreement, reflecting among other things (a) quarterlysemi-annual payment periods ending on each Payment Date and (b) the projected Borrower Cash Available for Debt Service from the Eligible Projects and the Eligible REC Contracts, PortfolioCo Cash Available for Debt Service from the Eligible Projects and the Eligible REC Contracts, Borrower Operating Expenses and PortfolioCo Operating Expenses from all other Projects in the Project Pool, Consolidated 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 Q2 2046. 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 Borrower Operating Expenses and PortfolioCo Operating Expenses with respect to the Project Pool. The Base Case Model shall be updated (a) on each date on which a base case model is updated under the Other Loan Documents, (b) in connection with the release of a Project or Subsidiary pursuant to Section 3.12, (c) on each Payment Date as set forth in the most recent Quarterly Compliance Certificate Date and (d) in connection with any Permitted PortfolioCo Refinancing, in each case, in a form and substance reasonably satisfactory to the Required Lenders, and each update shall (A) reflect the Eligible Revenues, PortfolioCo Operating Expenses and Borrower Operating Expenses from the Project Pool, any mandatory or voluntary prepayments on the Loans and the Other Loan Obligations, the termination of any remaining Commitments and any commitments under the Other Loan Facility and other changes to Consolidated Debt Service and to reflect changes to market interest rates and interest rate protection in respect thereof and (B) reflect any updates to the fair market value of a Tax Equity Member’s equity interests as determined pursuant to Section 5.01(c)(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 Co-Borrowers (acting with due care and inquiry), otherwise the subject or target of Sanctions.

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

“Boardwalk Credit Agreement” shall have the meaning given to such term in the recitals.

“Boardwalk Eligible REC Contract” shall mean each of the following agreements: 

“Boardwalk Loan Documents” shall have the meaning given to the term “Loan Documents” in the Boardwalk Credit Agreement.

“Boardwalk Debt Termination Date” shall mean the date on which (a) the commitments under the Boardwalk Loan Documents have expired or been terminated, (b) the principal of and interest on each loan and all fees payable under the Boardwalk Loan Documents shall have been indefeasibly paid in cash in full and all letters of credit shall have expired or terminated and all drawing payments shall have been reimbursed and (c) all other obligations under the Boardwalk Loan Documents (other than any inchoate indemnification or expense reimbursement obligations that expressly survive termination) shall have indefeasibly paid in cash in full.

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

“Borrower Collections” shall mean all distributions from the PortfolioCo Borrowers to a Co-Borrower, in each case derived from the Eligible Projects (including from RECs); provided, that Borrower Collections shall not include any Excluded Property.

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

“Borrower Debt Service” shall mean, for any period, the aggregate amount of all principal, interest, payments in the nature of interest (including default interest), Agent fees, or any other recurrent analogous costs and damages (including gross-ups and increased cost payments) payable by the Co-Borrowers pursuant to any Loan Document.

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

“Borrower Operating Expenses” shall mean for any applicable period, (a) all expenses and other amounts in the nature of expenses incurred by the Co-Borrowers or the Borrower Subs, including (without duplication) payments under the Management Agreement, the ESE MSA (Initial Co-Borrowers) and the ESE MSA (Co-Borrower 4), (b) payments to comply with Laws (including Environmental Laws), (c) Taxes (including payments in lieu of taxes), and (d) any other fee, cost and expense incurred in connection with (i) ownership, leasing and operation of the Projects held by the Wholly-Owned Opcos and not included in the definition of PortfolioCo Operating Expenses 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)(ii) of the Depository Agreement), but excluding (A) Borrower 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 Sponsors as required pursuant to the Cash Diversion Guaranty.

“Borrower Operating Revenues” shall mean for any applicable period, 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) 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);

(d)  proceeds of any Customer Event, Defaulted Project, Defaulted REC Contract or any other sale of RECs (unless pursuant to an Eligible REC Contract), including any termination payment, elective prepayment or purchase payments;

(e) 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;

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

(g) any Excluded Property and the proceeds thereof.

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

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

“Borrowing Date” shall mean the Closing Date, the Additional Term Loan Borrowing Date, the Second Additional Term Loan Borrowing Date, or a PIK Loan Borrowing Date.

“Borrowing Notice” shall mean a request for a Loan by the Co-Borrowers 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 date hereof.

“Call Premium” shall mean an amount equal to the product of (a) the amount of outstanding principal of the Term Loans being prepaid or repaid and (b) the applicable premium as set forth below:

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

“Cash Diversion Guaranty” shall mean the Cash Diversion Guaranty, dated as of the Closing Date, as amended by the Omnibus Amendment and Accession, issued by the Sponsors and ESE in favor of the Administrative Agent for the benefit of the Lender Parties and the Collateral Agent for the benefit of the Secured Parties.

“Change of Control” shall occur if (a) (i) collectively, the Management Team and funds managed by HPS or (ii) a Qualified Transferee cease to directly or indirectly beneficially own and control at least 50.1% of the equity interests in any Sponsor or ESE or cease to retain control of the management of any Sponsor or ESE (provided, that in the case of clause (i), funds managed by HPS shall at all times retain at least twenty-five and one-tenth percent (25.1%) direct or indirect beneficial ownership and control of such equity interests in each Sponsor and ESE), (b) the Sponsors collectively cease to directly own and control one hundred percent (100%) of the equity interest in each Co-Borrower or cease to retain control of the management of each Co-Borrower, (c) the Co-Borrowers cease, collectively or individually, to directly or indirectly beneficially own and control one hundred percent (100%) of the Borrower Sub Membership Interests, PortfolioCo Membership Interests, Opco Membership Interests, the Holding Membership Interests and the Holdco Membership Interests (other than with respect to a release of a Subsidiary pursuant to Section 3.12(b)) or (d) any Person is granted a negative consent right with respect to the ownership, control or management of ESE.

“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.

“Citicorp” shall mean Citicorp North America, Inc., a Delaware corporation.

“Claims” shall have the meaning given to such term in Section 5.11(a).

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

“Closing Date” shall mean April 28, 2020.

“Co-Borrower” or “Co-Borrowers” shall have the meaning given to such term in the

preamble.

“Co-Borrower 1” shall have the meaning given to such term in the preamble.

“Co-Borrower 1 Sub” shall have the meaning given to such term in the recitals.

“Co-Borrower 2” shall have the meaning given to such term in the preamble.

“Co-Borrower 2 Sub” shall have the meaning given to such term in the recitals.

“Co-Borrower 3” shall have the meaning given to such term in the preamble.

“Co-Borrower 3 Sub” shall have the meaning given to such term in the recitals.

“Co-Borrower 4” shall have the meaning given to such term in the preamble.

“Co-Borrower 4 Sub” shall have the meaning given to such term in the recitals.

“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, each Co-Borrower and each Borrower Sub, 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 Agreement dated as of the Closing Date, as amended by the Omnibus Amendment and Accession, among the Co-Borrowers, the Administrative Agent, the Collateral Agent and each other Secured Party party thereto from time to time.

“Collateral Agent” shall mean KeyBank National Association, and its successors and assigns in such capacity.

“Collateral Documents” shall mean, collectively, the Pledge Agreement, the Pledge and Security Agreement, the Guaranty and Security Agreement, the Cash Diversion Guaranty, the Collateral Agency Agreement, the Depository Agreement, the Pledge Agreement (SC&T), the Security Agreement (Market), the Management Consent Agreement, the Tax Equity Consent, the Direction Letter, and each other collateral document, pledge agreement or standing instruction delivered to the Administrative Agent pursuant to Section 5.08 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.

“Collateral Release Notice” shall mean a notice requesting a release of a Project substantially in the form of Exhibit M issued pursuant to Section 3.12(a) or (b), as applicable.

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

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

“Consolidated Debt Service” shall mean, for any period, the aggregate amount of Borrower Debt Service and PortfolioCo Debt Service.

“Consolidated DSCR” shall mean, as determined in respect of any Payment Date, the ratio of:

(a)  PortfolioCo Cash Available for Debt Service less Borrower Operating Expenses for the twelve (12) month period ending on the Cash Calculation Date immediately prior to the applicable Payment Date; to

(b) the PortfolioCo Debt Service plus Borrower Debt Service (excluding any Term Loan principal repayment) for the twelve (12) month period ending on the applicable Payment Date.

“Consolidated Leverage” shall mean the consolidated Indebtedness of the Co-Borrowers and the Subsidiaries under the Loan Documents and the Other Loan Documents.

“Consolidated Leverage Review Event” shall mean, as applicable (i) as of any Calculation Date before January 1, 2025, the quotient, expressed as a percentage, of the Consolidated Leverage divided by the Portfolio Value, is greater than ninety-nine percent (99.0%), (ii) as of any Calculation Date between January 1, 2025 and January 1, 2026, the quotient, expressed as a percentage, of the Consolidated Leverage divided by the Portfolio Value, is greater than ninety-eight percent (98.0%), and (iii) as of any Calculation Date after January 1, 2026, the quotient, expressed as a percentage, of the Consolidated Leverage divided by the Portfolio Value, is greater than ninety-seven percent (97.0%).

“Consumer Servicing Agreements” shall mean individually and collectively, as the context requires, each of (a) the agreements listed on Schedule 4.25(g) and (b) any replacement or additional consumer servicing agreement relating to the Projects owned by an Opco in form and substance satisfactory to the Required Lenders.

“CPFAM Guaranty Agreement” shall mean the Guaranty Agreement of Clean Power Finance, Inc. benefiting SVB Borrower, KSS and KWPS, dated as of June 6, 2012, as assigned to CPF Asset Management, LLC, pursuant to the Assignment Agreement, dated as of April 19, 2019, among Clean Power Finance, Inc., CPF Asset Management, LLC, SVB Borrower, KSS and KWPS.

“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 “BBB” outlook stable or higher from Fitch.

“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 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 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 paragraphs (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 Co-Borrowers 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 the quarterly period ending on the Calculation Date immediately preceding the applicable Calculation Date) and (b) the Co-Borrowers’ good faith, detailed calculation of the impact of such Customer Events on the ratio of the Consolidated Leverage to Portfolio Value, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Co-Borrowers’ compliance with Section 3.03(b).

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

(a) a minimum and average Consolidated DSCR 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 1.09 to 1.00 in accordance with the lender base case scenario in the Base Case Model, 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 assumed prepayment necessary as of the date of such update to satisfy compliance with such condition;

(b) Borrower Cash Available for Debt Service shall be sufficient to repay the Obligations (i) not later than the Deemed Final Repayment Date under the lender base case scenario in the Base Case Model and (ii) with no worse metrics and by no later date under each other scenario to the Base Case Model listed below (each as more particularly described in the Base Case Model delivered on the Second Additional Term Loan Borrowing Date):

(c) the aggregate principal outstanding under this Agreement (including any loan being made as of the date of determination) plus Other Loan Obligations (assuming all commitments are being fully drawn) is no greater than 0.95 multiplied by Portfolio Value; and

(d) the quotient, expressed as a percentage, of the Consolidated Leverage divided by the Portfolio Value shall not exceed ninety-five percent (95.0%) at any time prior to the Deemed Final Repayment Date.

“Debt Termination Date” shall mean the date on which (a) the Commitments have expired or been terminated, (b) the outstanding principal amount of and interest on each Loan and all fees payable hereunder shall have been indefeasibly paid in cash in full and (c) all other Obligations (other than any inchoate indemnification or expense reimbursement Obligations that expressly survive termination of the Agreement) shall have been 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 October 31, 2031.

“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 Rate” shall mean a rate of two percent (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 applicable 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 Co-Borrowers in the form attached to a Transfer Date Certificate, containing (a) a comprehensive report of each Eligible Project that became a Defaulted Project during the quarterly period ending on the applicable Calculation Date (and the quarterly period ending on the Calculation Date immediately preceding the applicable Calculation Date) and (b) the Co-Borrowers’ good faith, detailed calculation of the Project Default Rate during the applicable calendar year and since April 1, 2020, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Co-Borrowers’ compliance with Section 3.03(b).

“Defaulted REC Contract” shall mean any Eligible 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.

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

“Depository Agent” shall mean KeyBank National Association, and its successors and assigns in such capacity in accordance with the Depository Agreement.

“Depository Agreement” shall mean the Depository Agreement, dated as of the Closing Date, as amended by the Omnibus Amendment and Accession, among the Co-Borrowers, the Administrative Agent, the Collateral Agent and the Depository Agent.

“Direction Letter” shall mean the Direction Letter, dated as of the Additional Term Loan Borrowing Date, by and among the Pledgors and Co-Borrower 4 Sub.

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

“Dollars” shall mean U.S. dollars.

“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.

“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 two hundred fifty million Dollars ($250,000,000).

“Eligible Customer Agreement” shall mean a Customer Agreement in the form of one of the agreements provided by the Co-Borrowers 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 the 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) or (f) of the definition thereof, (c) is not the subject of a Prepaid Customer Agreement, (d) is not a Deficient Project and (e) has (x) in the case of Projects other than Acquired Greenbacker Projects, otherwise met the qualification requirements for the purchase of such Project as of the time of sale to the applicable Opco pursuant to the applicable Purchase Agreement, including that the Customer under the Customer Agreement for such Project has a minimum FICO® Score of 650 (except in the case of (i) a Project owned by a Tax Equity Opco, to the extent of any departure in accordance with Prudent Industry Practices for which a waiver was given by the applicable Tax Equity Member and (ii) an Acquired Kismet Project, in each case where the applicable impact thereof has been incorporated into the Base Case Model in a manner reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders)) or (y) in the case of Acquired Greenbacker Projects, notwithstanding the qualification requirements for the purchase of such Project as of the time of sale to the applicable Opco pursuant to the applicable Purchase Agreement, that the Customer under the Acquired Greenbacker Customer Agreement for such Project has a minimum FICO® Score of 620 (except in the case of a Project owned by a Tax Equity Opco, to the extent of any departure in accordance with Prudent Industry Practices for which a waiver was given by the applicable Tax Equity Member).

“Eligible RECs” shall mean all RECs sold under Eligible REC Contracts.

“Eligible REC Contract” shall mean collectively and individually, as the context may require, (a) each Short Hills REC Contract so long as it is not a Defaulted REC Contract and the REC Purchaser thereunder is a Qualified REC Purchaser, (b) each Skyview REC Contract so long as it is not a Defaulted REC Contract and Skyview Finance Company satisfies the conditions in clause (b) of the definition of Qualified REC Purchaser, together in each case with any credit support agreements and documents, including any letters of credit, guarantees or collateral documents, provided in connection therewith, (c) each Boardwalk Eligible REC Contract so long as it is not a Defaulted REC Contract and the REC Purchaser thereunder is a Qualified REC Purchaser, and (d) each SP3 Eligible REC Contract so long as it is not a Defaulted REC Contract and the REC Purchaser thereunder is a Qualified REC Purchaser.

“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 Co-Borrowers 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 the quarterly period ending on the Calculation Date immediately preceding the applicable Calculation Date) and (b) the Co-Borrowers’ 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 Co-Borrowers’ compliance 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 and PBI Payments and (b) 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.

“ESE” shall mean Solar ServiceServices Experts, LLC, a Delaware limited liability company, dba Energy Service Experts.

“ESE Fee” shall mean the fees and expenses payable by the Co-Borrowers to ESE pursuant to (a) the ESE MSA (Initial co-Borrowers) and (b) the ESE MSA (Co-Borrower 4).

“ESE MSA (Initial Co-Borrowers)” shall mean the Fifth Amended and Restated Maintenance Services Agreement, effective as of January 1, 2020, between ESE and Co-Borrower 1, Co-Borrower 2 and Co-Borrower 3 (as assignees of Kilowatt Financial, LLC pursuant to the Assignment and Amendment Agreement, effective as of January 1, 2020, among ESE, Kilowatt Financial, LLC and Co-Borrower1, Co-Borrower 2 and Co-Borrower 3)

“ESE MSA (Co-Borrower 4)” shall mean the Maintenance Services Agreement, effective as of November 13, 2020, between ESE and Co-Borrower 4.

“ESE Review Event” shall mean either (a) funds managed by HPS cease to control ESE or (b) there is a material change in the business plan of ESE from ESE’s business plan as of the Second Additional Term Loan Borrowing Date.

“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 state income tax credit, including proceeds pursuant to the refundable Hawaii Energy Tax Credits;

(c) [Reserved];

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

(e) Released Collateral.

“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 Co-Borrowers 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 one hundred twenty (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 a Co-Borrower 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 set forth in the recitals.

“Existing Term Loans” shall have the meaning set forth in the recitals.

“Facility” shall mean each of (a) the Term Loan Commitments and the Term Loans made hereunder and (b) the PIK Loan Commitments and the PIK Loans 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) the fee letter among the Co-Borrowers and KeyBank National Association and (b) any other fee letter entered into by the Co-Borrowers 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.

“Final Determination” shall mean the earliest of the following to occur: (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final after all allowable appeals (other than appeals to the United States Supreme Court) by the parties to the action have been exhausted or the time of filing such appeals has expired, (b) any final settlement entered in connection with any administrative or judicial proceeding (including under Section 7121 of the Code), (c) a decision by all of the parties hereto not to pursue an appeal or other proceeding, (d) the expiration of time for instituting a claim for refund, or if such claim was filed, the expiration of time for instituting a suit with respect thereto, or (e) the expiration of the time for instituting a suit with respect to a claimed deficiency.

“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.

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

“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.

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

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

“Funds Flow Memorandum” shall have the meaning given to such term in Section 8.01(a)(xiii).

“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.

“Guaranty and Security Agreement” shall mean individually or collectively, as the context requires that certain Guaranty and Security Agreement dated as of the Closing Date, as amended by the Omnibus Amendment and Accession, by and among the Borrower Subs and the Collateral Agent 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.

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

“Holdco” shall mean each of:

“Holding Company” shall mean each of (a) Volta Manager Holding II, LLC, a Delaware limited liability company, and (b) RPV Holdco I LLC, a Delaware limited liability company.

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

“HPS” shall mean HPS Investment Partners, LLC.

“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 Co-Borrower or any Subsidiary in respect of the outstanding Borrower Sub Membership Interests, PortfolioCo Membership Interests, 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 Co-Borrowers 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; provided that (x) so long as the PortfolioCo Debt Termination Date has not occurred, the “Independent Engineer” with respect to Projects that are subject to the PortfolioCo Credit Agreement shall mean the independent engineer approved under the terms of the PortfolioCo Credit Agreement; (y) so long as the Boardwalk Debt Termination Date has not occurred, “Independent Engineer” with respect to Projects that are subject to the Boardwalk Credit Agreement shall mean the independent engineer approved under the terms of the Boardwalk Credit Agreement, but only to the extent the Co-Borrowers have notified the Administrative Agent in writing of such appointment and such appointment has not been rejected in writing by the Required Lenders, but only if the Co-Borrowers have identified such independent engineer and such independent engineer has not been rejected in writing by the Required Lender within ten (10) days of the later of (a) the Administrative Agent’s receipt of such notice and (b) if the Administrative Agent or any Lender has requested supporting documentation or information, the Administrative Agent’s receipt of such supporting documentation or information; and (z) so long as the SP3 Debt Termination Date has not occurred, “Independent Engineer” with respect to Projects that are subject to the SP3 Credit Agreement shall mean the independent engineer approved under the terms of the SP3 Credit Agreement, but only to the extent the Co-Borrowers have notified the Administrative Agent in writing of the identity of such independent engineer and such independent engineer has not been rejected in writing by the Required Lenders within ten (10) days of the later of (a) the Administrative Agent’s receipt of such notice and (b) if the Administrative Agent or any Lender has requested supporting documentation or information, the Administrative Agent’s receipt of such supporting documentation or information.

“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 Co-Borrowers” shall have the meaning set forth in the recitals.

“Initial Commitments” shall have the meaning set forth 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 5.12(a).

“Intercompany Financing Agreement” shall mean that certain Financing Agreement, dated as of June 7, 2019, among the Borrower Subs, as borrowers, SVB Borrower and other guarantors from time to time party thereto, the lenders from time to time party thereto, and HPS, as collateral agent and administrative agent, as amended or otherwise prior to the date hereof.

“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, the date on which the Lenders make the amount of their Term Loans available to the Administrative Agent pursuant to Section 2.01(e)) to but excluding such Payment Date.

“Interest Shortfall Amount” shall have the meaning given to such term in Section 2.01(b).

“Inverter Review Information” shall have the meaning given to such term in Section 5.01(f).

“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, ESE 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.

“ITC” shall mean the thirty percent (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.

“Kismet Consulting” shall mean Kismet Consulting, LLC, a Delaware limited liability company.

“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 of the Manager responsible for the day-to-day administration of the Projects or charged with effecting the duties on behalf of the Manager set forth in the Management Agreement, 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. Each Co-Borrower shall cause each of its Subsidiaries and the Manager to promptly notify such Co-Borrower of any event or circumstance that would require such Co-Borrower to provide notice to a Lender Party under the Loan Documents upon Knowledge of such Co-Borrower. Any notice delivered to a Sponsor Party or any Relevant Party (including to the Manager as their agent) by a Secured Party shall provide such Person with Knowledge of the facts included therein.

“KSS” shall mean Kilowatt Solar Services, LLC, a Delaware limited liability company.

“KWPS” shall mean Kilowatt Payment Services, LLC, a Delaware limited liability company.

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

“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.

“Lender” shall have the meaning given to such term in the preamble hereto and shall include any Term Lender and PIK 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 and each Lender.

“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.

“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 each Co-Borrower, each Borrower Sub, each Wholly-Owned Opco and each Tax Equity Opco.

“Liquid Assets” shall mean cash on hand, accounts receivable not more than thirty (30) days past due, plus any pending quarter-end distributions to ESE, the Sponsors and their respective Affiliates, in each case free and clear of all Liens or other restrictions.

“Liquid Assets Certification” shall mean a written certificate executed and delivered by the chief executive officer, chief financial officer, treasurer or controller of ESE in the form of Exhibit N.

“Loan Documents” shall mean, collectively, this Agreement, the Notes, each Fee Letter, the Collateral Documents, each Backup Servicer Agreement and Transition Management 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 each Co-Borrower, each Pledgor, Spruce Market, SC&T and each Borrower Sub.

“Loans” shall mean the Term Loans and the PIK 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) the Transition Services Agreement, and (c) any replacement thereof in form and substance satisfactory to the Required Lenders.

“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 the term “KWS Major Maintenance Reserve Account” in the Depository Agreement.

“Management Agreement” shall mean the Management Agreement among the Manager and the Co-Borrowers, dated on April 28, 2020, as amended as of the Additional Term Loan Borrowing Date and each renewal or replacement thereof in a form and substance acceptable to the Administrative Agent (acting on the instructions of the Required Lenders) entered into with the Manager in accordance with the terms and conditions hereof.

“Management Consent Agreement” shall mean (a) the Management Consent and Agreement, dated as of the Closing Date, by and among the Manager, the Initial Co-Borrowers and the Collateral Agent and (b) the Management Consent Agreement (Co-Borrower 4).

“Management Consent Agreement (Co-Borrower 4)” shall mean the Management Consent and Agreement (Co-Borrower 4), dated as of the Additional Term Loan Borrowing Date, by and among the Manager, Co-Borrower 4 and the Collateral Agent.

“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.

“Management Team” shall mean (a) Christian Fong, Timothy Distler, Jonathan Norling and Jonathan Roumel for so long as each continues to serve as an executive officer of any Sponsor or any Affiliate of a Sponsor performing substantial management functions of the Co-Borrowers and their Subsidiaries and (b) any of their successors in such capacity as an executive officer of any Sponsor or any Affiliate of a Sponsor performing substantial management functions of the Co-Borrowers and their Subsidiaries for so long as such successor continues to serve as an executive officer of any Sponsor or any Affiliate of a Sponsor performing substantial management functions of the Co-Borrowers and their Subsidiaries.

“Manager” shall mean ESE or a replacement manager as may hereafter be charged with management of the Co-Borrowers and the Subsidiaries in accordance with the terms and conditions hereof and the other Loan Documents.

“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 Turnkey Installation Agreement” shall mean, with respect to a Project, the master turnkey installation agreement executed in respect of such Project by an Affiliate of the Sponsors and an installer, the rights as to which are assigned to a Subsidiary with respect to a specific Project under a bill of sale, but shall not include any rights or obligations under a master turnkey installation agreement to the extent such rights or obligations are related to any other Projects not owned by an Opco.

“Material Adverse Effect” shall mean, (a) a material adverse effect upon the business, operations, Property, Assets or condition (financial or otherwise) of any Co-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; provided, however, that on the Closing Date the impacts of the existing COVID-19 pandemic on the business, operations, Property, Assets or condition (financial or otherwise) of any Co-Borrower or any other Relevant Party shall be disregarded for purposes of determining whether or not a Material Adverse Effect has occurred or will occur.

“Maturity Date” shall mean April 28, 2030.

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

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

“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, (b) the issuance or incurrence of any Indebtedness by any Relevant Party or (c) any indemnity payment, purchase price adjustment, remediation payment or similar payment (or seller guaranty thereof) in connection with the Short Hills/Greenbacker Acquisition, an amount equal to the sale proceeds, debt proceeds, payments or other amounts received in connection with clauses (a) through (c) net of (i) any such sale proceeds, debt proceeds, payments or other amounts applied as a prepayment of the Other Loan Obligations, (ii) any such sale proceeds, debt proceeds, payments or other amounts required to be allocated to a Tax Equity Member pursuant to a Tax Equity Document, (iii) any reasonable and documented transaction or collection expenses (as applicable), and (iv) any net reduction to any required reserve amount.

“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 Services Agreement, mean any services relating to such Project that are outside the scope of services to be provided by the Provider under such Maintenance Services 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 KWS Non-Routine Services Account.

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

“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 any premium, reimbursements, damages, expenses, fees, costs, charges, disbursements, indemnities, and other liabilities) or otherwise with respect to any Loan, 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 a Co-Borrower and delivered to the Administrative Agent.

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

“Omnibus Amendment and Accession” shall mean the Omnibus Amendment and Accession, dated as of the Additional Term Loan Borrowing Date, by and among the Co-Borrowers, the Borrower Subs, the Pledgors, ESE, the Agent and the Lenders.

“Omnibus Amendment (Second Additional Term Loan Borrowing)” shall mean the Omnibus Amendment, dated as of the Second Additional Term Loan Borrowing Date, by and among the Co-Borrowers, the Agents, and the Lenders.

“Opco” shall mean each of:

“OpCo 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) insurance proceeds and proceeds of any warranty claims arising from manufacturer, installer and other warranties, in each case, with respect to any Projects, (e) all recoveries including all amounts received in respect of litigation settlements and work-outs, (f) all purchase and lease prepayments received from a Customer with respect to any Project, and (g) all other revenues, receipts and other payments to such Opco of every kind whether arising from their ownership, operation or management of the Projects; provided, that OpCo Collections shall not include any Excluded Property.

“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 consolidated operating budget for the Co-Borrowers set out under Section 5.01(e)(i) and as approved when required by the Administrative Agent (acting on the instructions of the Required Lenders).

“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 PortfolioCo Borrowers under an “Interest Rate Hedging Agreement” (as defined in the Senior Credit Agreements) or any interest rate hedging agreements entered into in accordance with any Other Loan Documents;

(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 either pursuant to the Other Loan Documents or pursuant to Section 3.03; and

(h) any Excluded Property and the proceeds thereof.

“Operating Services Agreement” shall mean individually and collectively, as the context requires, (a) the agreements listed on Schedule 4.25(h) and (b) any replacement thereof or any additional operating services agreement in form and substance satisfactory to the Required Lenders.

“Other Debt Termination Date” shall mean the date on which (a) all commitments under all Other Loan Documents have expired or been terminated, (b) the principal of and interest on each loan made under any Other Loan Document and all fees payable thereunder shall have been indefeasibly paid in cash in full and (c) all other obligations under the Other Loan Documents (other than any inchoate indemnification or expense reimbursement “Obligations” (as defined in the Senior Loan Agreements or any similar term in any Permitted PortfolioCo Refinancing) that expressly survive termination of any Other Loan Document) shall have been indefeasibly paid in cash in full.

“Other Loan Documents” shall mean the “Loan Documents” as defined in the Senior Credit Agreements and all documents, agreements or instruments executed in connection with a Permitted PortfolioCo Refinancing.

“Other Loan Obligations” shall mean the “Obligations” as defined in the Senior Credit Agreements and all analogous obligations under a Permitted PortfolioCo Refinancing.

“Other Loan Parties” shall mean the “Loan Parties” as defined in the Senior Credit Agreements and all analogous parties to a Permitted PortfolioCo Refinancing.

“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 each of the Co-Borrowers, the Lenders and the Administrative Agent.

“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 ClosingSecond Additional Term Loan Borrowing 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).

“PBI Documents” shall mean, in respect of a Project located in Connecticut or Colorado, (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 Xcel Energy, Inc., in relation to Projects located in Colorado, and the Clean Energy Finance and Investment Authority, in relation to Projects located in Connecticut and, in each case, any successor to such Persons that is a 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, with respect to a Project located in Connecticut or Colorado and the related PBI Documents, all payments due by the related PBI Obligor under or in respect of such PBI Documents.

“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 Affiliate REC Contract” shall mean (a) each REC Transfer Agreement (Sub to Borrower) executed in accordance with Section 5.17(c) and (b) each REC Transfer Agreement (Borrower to Market) so long as, in the case of this clause (b), such REC Transfer Agreement (Borrower to Market) is executed on a back-to-back basis with a Market Permitted REC Contract (as such term is defined in the Security Agreement (Market)).

“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 fifty thousand Dollars ($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;

(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 (acting on the instructions of the Required Lenders) 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; and

(j) subject to Section 6.18, Liens in created pursuant to the loan documents entered into in connection with a Permitted PortfolioCo Refinancing.

“Permitted PortfolioCo Refinancing” shall mean an extension, renewal, replacement or refinancing of the PortfolioCo Loan Obligations; provided, that:

(a) such PortfolioCo Refinanced Debt has (i) a maturity date that is not less than seven years from the closing date of such Permitted PortfolioCo Refinancing and (ii) a weighted average life that is not less than the weighted average life of the PortfolioCo Obligations being extended, renewed, replaced or refinanced;

(b) the terms of such Permitted PortfolioCo Refinancing do not include any cash sweeps, cash diversions or distribution conditions more onerous than those set forth in the PortfolioCo Credit Agreement (whether in the ordinary course or in any downside scenarios) or that were assumed in the Base Case Model delivered on the Closing Date;

(c) the Co-Borrowers have delivered to the Administrative Agent an updated Base Case Model (in form and substance satisfactory to the Lenders) demonstrating that the Co-Borrowers are in pro forma compliance with the Debt Sizing Parameters immediately before and after giving effect to such Permitted PortfolioCo Refinancing (including after satisfaction of the conditions in clause (e), below);

(d) no Default or Event of Default has occurred and is continuing or would result from such Permitted PortfolioCo Refinancing, (ii) the Co-Borrowers have paid all Additional Expenses, fees, costs, indemnities and expenses due and payable to the Agents and the Lenders under the Loan Documents (including any amounts incurred in connection with such Permitted PortfolioCo Refinancing and any amounts owing to their consultants, counsel or other advisors), (iii) the Net Available Amount of such Permitted PortfolioCo Refinancing are applied concurrently with the closing thereof as a prepayment of the Obligations in accordance with Sections 3.03(f) and 3.04, and (iv) after giving effect to such prepayment, no PIK Loans are outstanding and the Co-Borrowers are in compliance with the Debt Sizing Parameters as set forth in clause (c) hereof,

(e) any Liens securing such PortfolioCo Refinanced Debt are not extended to any additional property of any Loan Party;

(f) the terms of any such PortfolioCo Refinanced Debt are not less favorable in any material respect to the obligor thereunder than the terms of the PortfolioCo Loan Obligations in effect on the Closing Date;

(g) since the delivery of the most recent financial statements of the Co-Borrowers delivered pursuant to Section 5.01(a), no Material Adverse Effect has occurred or is continuing;

(h) the representations and warranties of the Co-Borrowers and each other Loan Party and Provider contained in Article IV or in any other Loan Document, or which are contained in any document furnished at any time or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the effective date of such Permitted PortfolioCo Refinancing, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date; and

(i) the terms of such PortfolioCo Refinanced Debt are reasonably satisfactory to the Lenders.

“Permitted REC Contract” shall mean:

(a) any REC Contract (including any spot sale of RECs) entered into by an Opco or a Holdco with a REC Purchaser for the sale of RECs; provided, that (i) the RECs sold under such Permitted REC Contract shall be limited to the RECs actually produced by the Projects owned by such Opco or Holdco and shall not include any RECs contracted to be sold under any other REC Contract, (ii) the RECs sold under such Permitted REC Contract shall be subject to an irrevocable forward transfer (or other equivalent transfer) in favor of the REC Purchaser, (iii) the recourse of the applicable REC Purchaser to such Opco or Holdco shall be expressly limited to the RECs sold under such Permitted REC Contract and the proceeds thereof, (iv) such Permitted REC Contract shall include a covenant from the REC Purchaser not to petition for the bankruptcy of the applicable Opco or Holdco and (v) 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 Permitted REC Contract is entered into;

(b) each Eligible REC Contract;

(c) each REC Purchase Agreement;

(d) each Short Hills/Greenbacker Non-Financed REC Contract; and

(e) REC Transfer Agreements.

“Permitted REC Block Sale” shall mean any sale of RECs by Spruce Market pursuant to a Market Permitted REC Contract (as defined in the Security Agreement (Market)) for which payment is received upfront in respect of a future delivery obligation.

“Permitted REC Block Sale Prepayment Amount” shall mean, with respect to any Permitted REC Block Sale, an amount equal to ten percent (10%) of the purchase price for such Permitted REC Block Sale.

“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.

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

“PIK Loan” shall have the meaning given to such term in Section 2.01(b).

“PIK Loan Borrowing Date” shall mean the date on which all conditions precedent set forth in Section 8.02 have been satisfied or waived in writing by the Administrative Agent (acting on the instructions of all PIK Lenders).

“PIK Loan Commitment” shall mean, as to each Lender, its obligation to make PIK Loans to the Borrower from time to time pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the aggregate amounts opposite such PIK Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement; provided, that (a) for the period commencing on the Closing Date until the date that is the sixth (6^th) anniversary of the Closing Date, the aggregate principal amount of the PIK Lenders’ PIK Loan Commitments shall not exceed eight million Dollars ($8,000,000), (b) on the sixth (6^th) anniversary of the Closing Date, the aggregate principal amount of the PIK Lenders’ PIK Loan Commitments shall reduce by one million five hundred thousand Dollars ($1,500,000) to six million five hundred thousand Dollars ($6,500,000), (c) on the seventh (7^th) anniversary of the Closing Date, the aggregate principal amount of the PIK Lenders’ PIK Loan Commitments shall reduce by one million five hundred thousand Dollars ($1,500,000) to five million Dollars ($5,000,000), (d) on the eight (8^th) anniversary of the Closing Date, the aggregate principal amount of the PIK Lenders’ PIK Loan Commitments shall reduce by one million five hundred thousand Dollars ($1,500,000) to three million five hundred thousand Dollars ($3,500,000) and (e) on the ninth (9^th) anniversary of the Closing Date, the aggregate principal amount of the PIK Lenders’ PIK Loan Commitments shall reduce by one million five hundred thousand Dollars ($1,500,000) to two million Dollars ($2,000,000).

“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, as amended by the Omnibus Amendment and Accession, and among the Pledgors and the Collateral Agent for the benefit of the Lenders, with respect to the Borrower Membership Interests.

“Pledge Agreement (SC&T)” shall mean that certain Pledge Agreement dated as of the Closing Date by and among SC&T and the Collateral Agent for the benefit of the Lenders, with respect to the Markets Membership Interests.

“Pledge and Security Agreement” shall mean that certain Pledge and Security Agreement dated as of the Closing Date as amended by the Omnibus Amendment and Accession, by and among the Co-Borrowers and the other Loan Parties party thereto and the Collateral Agent for the benefit of the Lenders.

“Pledgor” and “Pledgors” shall mean SHC 1, SHC 2 and SHC 3, individually and collectively, as the context may require.

“Portfolio Documents” shall mean (a) the Project Documents, (b) the Tax Equity Documents, (c) the PortfolioCo Management Agreement, (d) the Operating Services Agreement, (e) the CPFAM Guaranty Agreement, (f) the Consumer Servicing Agreements, (g) each Eligible REC Contract, (h) the Sungevity Greenwich Master Lease (i) the Wholly-Owned Documents, (j) the Management Agreement, (k) the ESE MSA (Initial Co-Borrowers), (l) ESE MSA (Co-Borrower 4) and (m) the REC Transfer Agreements.

“Portfolio Value” shall mean, as of the date of determination, the remaining present value of the projected PortfolioCo Cash Available for Debt Service from the Eligible Projects and Eligible REC Contracts, and PortfolioCo 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 quarterlysemi-annual 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%) per annum and (b) the swapped interest rate of the PortfolioCo Loans (or analogous Indebtedness under a Permitted PortfolioCo Refinancing) plus the PortfolioCo Applicable Margin (or analogous rate or return under a Permitted Portfolio Refinancing).

“PortfolioCo Applicable Margin” shall have the meaning given to the term “Applicable Margin” in the PortfolioCo Credit Agreement.

“PortfolioCo Borrowers” shall have the meaning set forth in the recitals.

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

“PortfolioCo Consolidation” shall have the meaning set forth in the recitals.

“PortfolioCo Credit Agreement” shall have the meaning set forth in the recitals.

“PortfolioCo 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 Senior Loan Document.

“PortfolioCo Debt Termination Date” shall mean the date on which (a) the commitments under the PortfolioCo Loan Documents have expired or been terminated, (b) the principal of and interest on each loan and all fees payable under the PortfolioCo Loan Documents shall have been indefeasibly paid in cash in full and all letters of credit shall have expired or terminated and all drawing payments shall have been reimbursed and (c) all other obligations under the PortfolioCo Loan Documents (other than any inchoate indemnification or expense reimbursement obligations that expressly survive termination) shall have indefeasibly paid in cash in full.

“PortfolioCo Loan Documents” shall have the meaning given to the term “Loan Documents” in the PortfolioCo Credit Agreement.

“PortfolioCo Loan Obligations” shall have the meaning given to the term “Obligations” in the PortfolioCo Credit Agreement.

“PortfolioCo Loans” shall have the meaning given to the term “Loans” in the PortfolioCo Credit Agreement.

“PortfolioCo Management Agreement” shall mean the Management Agreement among the PortfolioCo Manager, KSS, KWPS, ESE, and the Co-Borrowers, dated April 30, 2019, and each renewal or replacement thereof in a form and substance acceptable to the Administrative Agent (acting on the instructions of the Required Lenders) entered into with the PortfolioCo Manager in accordance with the terms and conditions hereof.

“PortfolioCo Manager” shall mean ESE or a replacement manager as may hereafter be charged with management of the PortfolioCo Borrowers and the Subsidiaries in accordance with the terms and conditions of the Other Loan Documents.

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

“PortfolioCo Operating Expenses” shall mean for any applicable period, all expenses and other amounts in the nature of expenses incurred by the PortfolioCo, the Wholly-Owned Opcos and, except (in order to avoid double counting) where used in the definition of “PortfolioCo Cash Available for Debt Service,” the other Opcos during that period on a cash basis, including (without duplication) (a) payments under the PortfolioCo Management Agreement, the Backup Servicer Agreements, the Maintenance Services Agreements and the other Project Documents (including, without duplication, all Services Fees, amounts funded into any Non-Routine Services Account and capital expenditures but, to avoid double counting, excluding Services 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 Opcos and, except (in order to avoid double counting) where used in the definition of “PortfolioCo 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)(ii) of the Depository Agreement), but excluding (A) Consolidated Debt Service and (B) expenses and amounts in the nature of expenses which are paid with the proceeds of “Excluded Property” (as such term is defined in each Senior Credit Agreement) or a contribution by or on behalf of the Sponsors or Pledgors as required pursuant to the Cash Diversion Guaranty or the “Cash Diversion Guaranty” as defined in the Senior Loan Documents (or any similar agreement executed in connection with a Permitted PortfolioCo Refinancing).

“PortfolioCo Operating Revenues” shall mean, for any period, the aggregate amount of “Operating Revenues” as defined in each Senior Credit Agreement.

“PortfolioCo Refinanced Debt” shall mean the PortfolioCo Loan Obligations as extended, renewed, replaced or refinanced in connection with a Permitted PortfolioCo Refinancing.

“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.

“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 April 30, 2019, 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 Documents” shall mean (a) each Customer Agreement (including any Payment Facilitation Agreement), (b) all PBI Documents and (c) each Master Turnkey Installation Agreement.

“Project Information” shall mean the information listed on Schedule A.

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

“Project Release Conditions” shall mean, with respect to a Project, Holdco or Wholly-Owned Opco requested by the Co-Borrowers to be released pursuant to Section 3.12(a), the following:

(a) either (i) such Project is owned by a Wholly-Owned Opco, (ii) such Person is a Holdco or (iii) such Person is a Wholly-Owned Opco; ;

(b) no Default or Event of Default has occurred and is continuing;

(c) after taking into account the release, except for Customers subject to a Prepaid Customer Agreement or an Acquired Kismet Customer Agreement the capacity weighted average FICO® Score of all Customers party to a Customer Agreement is no less than 750;

(d) after taking into account the release, all Projects directly or indirectly transferred pursuant to Section 3.12 shall represent no more than twenty percent (20%) of the aggregated installed capacity of the Project Pool as of the Second Additional Term Loan Borrowing Date;

(e) the Co-Borrowers have delivered to the Administrative Agent an updated Base Case Model (in form and substance satisfactory to the Required Lenders) demonstrating that the Co-Borrowers are in pro forma compliance with the Debt Sizing Parameters immediately before and after giving effect to such release;

(f) the Co-Borrowers have (i) prepaid the Loans in an amount equal to the Project Release Prepayment Amount such that they are in pro forma compliance with the Debt Sizing Parameters immediately before and after giving effect to the release of such Projects, (ii) paid all accrued but unpaid interest on the principal amount prepaid, (iii) paid any Call Premium owing in connection with such prepayment, (iv) paid all Additional Expenses, fees, costs, indemnities and expenses due and payable to the Agents and the Lenders under the Loan Documents and (ii) are in pro forma compliance with the Debt Sizing Parameters immediately before and after giving effect to the release of such Projects; and

(g) each of the other conditions to such release in Section 3.12 are satisfied.

“Project Release Prepayment Amount” shall mean an amount equal to the sum of (a) the outstanding PIK Loans as of such date plus (b) the amount of Term Loans necessary to be prepaid on such date, as determined in accordance with the updated Base Case Model, to satisfy the Debt Sizing Parameters plus (c) all owing in respect of the principal being repaid on such date.

“Project State” shall mean each state of the United States of America listed under Schedule 4.22(m).

“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) solely with respect to the SP3 Credit Agreement and solely during the time period set forth in the Transition Services Agreement for the transfer of services from the Transition Services Provider to ESE, the Transition Services Provider, (b) any provider under any Maintenance Services Agreement, Operating Services Agreement, Consumer Servicing Agreement, including any back-to-back provider, or (c) any replacement provider appointed in accordance with the terms and conditions herein, which as of the Closing Date is ESE.

“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 Agreements” shall mean individually and collectively, as the context requires, (a) each “Master Development, Purchase and Sale Agreement”, (b) each SP3 Acquisition Document, and (c) each “Capital Contribution Agreement” or other purchase agreements listed on Schedule 4.25(c) or Schedule 4.25(d).

“Qualified REC Purchaser” shall mean any REC Purchaser that 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; provided, that Skyview Finance Company shall be a “Qualified REC Purchaser” for purposes of this Agreement and the other Loan Documents as long as it has provided a letter of credit from an Acceptable Bank in form and substance satisfactory to the Administrative Agent, to support its obligations under the Skyview REC Contract and such letter of credit is in full force and effect; and provided, further, that any such Qualified REC Purchaser shall be (a) otherwise acceptable to the Administrative Agent and the Lenders in their sole discretion and (b) otherwise acceptable to the Senior Administrative Agent and the lenders under the Senior Credit Agreements.

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

(a) a public company with a market capitalization of at least one billion Dollars ($1,000,000,000);

(b) a Person with (i) assets under management of at least one billion Dollars ($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;

(c) a private company with (i) a tangible net worth of at least four hundred million Dollars ($400,000,000), (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 either (1) has a tangible net worth of at least seven hundred fifty million Dollars ($750,000,000) or (2) has renewable power assets of at least 500 MW; or

(d) Tesla, Inc., Sunnova Energy Corporation, Sunrun, Inc. or Vivint Solar, Inc.

“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 Compliance Certificate” shall mean a certificate in the form of Exhibit O signed by any Authorized Officer of a Co-Borrower and of ESE certifying, among other things, (a) the Consolidated Leverage, (b) the Portfolio Value of the Co-Borrowers, (c) the quotient, expressed as a percentage, of the Consolidated Leverage divided by the Portfolio Value, and (d) information relate to determination of an ESE Review Event, and attaching (i) the current Liquid Assets Certification and (ii) an updated Base Case Model.

“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 Purchase Agreement” shall mean individually and collectively, as the context requires:

(a) the Amended and Restated REC Purchase Agreement, dated as of January 1, 2014, by and between Ampere Solar Manager I, LLC and Ampere Solar Owner I, LLC;

(b) the REC Purchase Agreement dated as of April 23, 2014 between Ampere Owner III and Ampere Holdco III;[Reserved]

(c) the REC Purchase Agreement dated as of October 30, 2015 between Ampere Owner IV and Ampere Holdco IV;

(d) the REC Purchase Agreement, dated as of August 31, 2017, between Spruce Capital & Trading, LLC (f/k/a CPF Capital & Trading, LLC) and Volta Solar Owner II.

(e) REC Purchase Agreement, dated as of August 31, 2017, between Spruce Capital & Trading, LLC (f/k/a CPF Capital & Trading, LLC) and Volta Solar Owner II.

(f) the REC Purchase Agreement, dated as of March 5, 2020, by and between SVB Borrower and ORE F4 ProjectCo, LLC;

(g) the REC Purchase Agreement, dated as of March 5, 2020, by and between SVB Borrower and ORE F5A ProjectCo, LLC;

(h) the REC Purchase Agreement, dated as of March 5, 2020, by and between SVB Borrower and ORE F6 ProjectCo, LLC;

(i) the REC Purchase Agreement, dated as of March 5, 2020, by and between SVB Borrower and SunServe Residential Solar I, LLC;

(j) the REC Purchase Agreement, dated as of March 19, 2021, by and between Ampere Owner I and Spruce Servicing, LLC (f/k/a Kilowatt Financial);

(j) (k) the Skyview REC Contracts; and

(k) (l) the Short Hills REC Contracts.

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

“REC Transfer Agreement” means each of (a) the REC Transfer Agreement (Sub-Borrower) and (b) the REC Transfer Agreement (Borrower to Market).

“REC Transfer Agreement (Sub to Borrower)” means, with respect to a Wholly-Owned Opco, a Master REC Purchase Agreement entered into between such Wholly-Owned Opco, as seller, and one of more of the Co-Borrowers, as purchaser, on terms and conditions satisfactory to the Required Lenders.

“REC Transfer Agreement (Borrower to Market)” means each REC Purchase Agreement entered into between one or more of the Co-Borrowers, as seller, and Spruce Market, as purchaser, pursuant to the terms of that certain REC Purchase Option Agreement, to be entered into between Co-Borrower 1 and Spruce Market on terms and conditions satisfactory to the Required Lenders.

“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 or (c) any other Secured Party, as applicable.

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

“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.

“Released Collateral” shall mean a Released Project or Released Subsidiary.

“Released Subsidiary” shall have the meaning given to such term in Section 3.12(b).

“Released Project” shall have the meaning given to such term in Section 3.12(a).

“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, 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 Party” shall mean each of the Loan Parties and each Subsidiary of the Co-Borrowers.

“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.

“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 Additional Reserve Amount” shall mean, as of any date of determination, the Required Additional Reserve Amount as set forth on Annex C and calculated in accordance with the term set forth therein.

“Required Facility Lenders” shall mean, with respect to any Facility, Lenders representing more than fifty percent (50%) of the Commitments and Loans, as the case may be, outstanding under such Facility.

“Required Lenders” shall mean Lenders representing more than fifty percent (50%) of the aggregate amount of (and for the avoidance of doubt, taken together) Commitments and Loans outstanding.

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

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

“Reserve Accounts” shall mean, collectively, the Additional Reserve Account and the Major Maintenance Reserve Account.

“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, (b) any payments on subordinated debt contemplated by Section 6.01(d) or (c) the payment of the ESE Fee.

“Revised PV6” shall mean the Opening PV6 determined in accordance with the lender base case scenario in the Base Case Model.

“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).

“SC&T” shall mean Spruce Capital & Trading, LLC, a Delaware limited liability company.

“Second Additional Term Loan” shall have the meaning given to such term in Section 2.01(a).

“Second Additional Term Loan Borrowing Date” shall mean the date on which all conditions precedent set forth in Section 8.01 have been satisfied or waived in writing by the Administrative Agent (acting on the instructions of all Lenders).

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

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

“Security Agreement (Market)” shall mean that certain Security Agreement, dated as of the date hereof, between Spruce Market and the Collateral Agent for the benefit of the Secured Parties.

“Senior Administrative Agent” shall mean the respective Administrative Agent under the Senior Loan Documents.

“Senior Credit Agreements” shall mean (a) the PortfolioCo Credit Agreement, (b) the Boardwalk Credit Agreement, and (c) the SP3 Credit Agreement.

“Senior Debt Termination Date” shall mean the date on which (a) all commitments under all Senior Loan Documents have expired or been terminated, (b) the principal of and interest on each loan made under any Senior Loan Document and all fees payable thereunder shall have been paid in cash in full and (c) all other Obligations (other than any inchoate indemnification or expense reimbursement “Obligations” (as defined in the Senior Credit Agreements or any similar term in any Permitted PortfolioCo Refinancing) that expressly survive termination of any Senior Loan Document) shall have been indefeasibly paid in cash in full.

“Senior Excluded REC Revenue” shall mean any revenue and proceeds of RECs other than any revenue and proceeds of Eligible RECs (as such term is defined in each Senior Credit Agreement).

“Senior Lenders” shall mean the “Lenders” as defined in the Senior Credit Agreements and each Person providing indebtedness pursuant to any Permitted PortfolioCo Refinancing.

“Senior Loan Collections Accounts” shall mean the “Collections Account” as defined in the Senior Credit Agreements, as the case may be.

“Senior Loan Documents” shall mean the “Loan Documents” as defined in the Senior Credit Agreements and all documents, agreements or instruments executed in connection with the a Permitted PortfolioCo Refinancing.

“Senior Loan Obligations” shall mean the “Obligations” as defined in the Senior Credit Agreements and all analogous obligations under a Permitted PortfolioCo refinancing.

“Senior Loan Parties” shall mean the “Loan Parties”, as defined in the Senior Credit Agreements and all analogous parties to a Permitted PortfolioCo Refinancing.

“Senior Tax Equity Consents” shall mean those tax equity consents listed on Schedule 5.21.

“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) the “Maintenance Services Fee” or “Routine Services Fee” as such term is defined in the Maintenance Services Agreement for such Opco, or such other term used to describe periodic payments for included services under the Maintenance Services Agreements for such Opco, and (b) any amounts paid to Provider under a Maintenance Services Agreement as reimbursement for the Non-Routine Services or Non-Agreed System Services.

“Servicer Termination Event” shall mean:

(a) failure by the Provider or the Manager to make any payment, transfer or deposit required to be made under terms of Section 5.15, a Maintenance Services Agreement, the PortfolioCo Management Agreement, the Management Agreement, the ESE MSA (Initial Co-Borrowers), or the ESE MSA (Co-Borrower 4) within five (5) Business Days of the date required;

(b) failure by the Manager to deliver the Manager’s report referred to in Section 5.01(a)(iii) or the Provider to deliver the Provider’s reports referred to in Section 5.01(a)(iii) 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 or Manager arises under a Maintenance Services Agreement, the Management Agreement, the ESE MSA (Initial Co-Borrowers), or the ESE MSA (Co-Borrower 4);

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

(e) any (i) representation or warranty made by the Provider, the Manager or the PortfolioCo Manager in the Maintenance Services Agreements, the Management Agreement, the ESE MSA (Initial Co-Borrowers), the ESE MSA (Co-Borrower 4), or PortfolioCo Management Agreement, 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, the Manager or the PortfolioCo Manager 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, Manager or PortfolioCo Manager (as applicable) 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 (acting on the instructions of the Required Lenders), 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, Manager or the PortfolioCo Manager ceases to be in business of monitoring or maintaining energy equipment of a type comparable to the Projects;

(g) at all times that ESE or any other Affiliate of any Sponsor is the Provider, Manager or PortfolioCo Manager, an Event of Default shall have occurred and is continuing; and

(h) 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 mean Spruce Holding Company 1 LLC, a Delaware limited liability company.

“SHC 2” shall mean Spruce Holding Company 2 LLC, a Delaware limited liability company.

“SHC 3” shall mean Spruce Holding Company 3 LLC, a Delaware limited liability company.

“Short Hills/Greenbacker Acquisition” shall mean the purchase by SVB Borrower (either directly or indirectly) of a portfolio of Projects pursuant to (a) that certain Membership Interest Purchase Agreement, dated as of December 23, 2019, between ACM Sungevity VI Inc., as seller, and Spruce Sequoia, LLC, as buyer; (b) that certain Membership Interest Purchase and Sale Agreement, dated as of March 5, 2020, among Greenbacker Residential Solar, LLC, Greenbacker Residential Solar II, LLC, as sellers, and SVB Borrower, as buyer; (c) that certain Assignment Agreement and Bill of Sale, by and between SVB Borrower and ORE Owner I, LLC, dated as of March 5, 2020; (c) that certain Assignment Agreement and Bill of Sale, by and between SVB Borrower and Sungevity Citi Lessor, LLC, dated as of March 5, 2020; (d) that certain Assignment Agreement and Bill of Sale, by and between SVB Borrower and Sungevity Greenwich, LLC, dated as of March 5, 2020; (e) that certain Assignment Agreement and Bill of Sale, by and between SVB Borrower and Sungevity USB Residential 2010, LLC, dated as of March 5, 2020; (f) that certain Assignment Agreement and Bill of Sale, by and between SVB Borrower and Sungevity USB Residential 2011, LLC, dated as of March 5, 2020; (g) that certain Assignment Agreement and Bill of Sale, by and between SVB Borrower and Sungevity USB Residential 2012, LLC, dated as of March 5, 2020; (h) that certain Transfer and Assignment Agreement, by and between SVB Borrower and Spruce Sequoia, LLC, dated as of March 5, 2020; (i) that certain Transfer and Assignment Agreement, by and between SVB Borrower and ORE F4 Sponsor, LLC, dated as of March 5, 2020; and (j) that certain Transfer and Assignment Agreement, by and between SVB Borrower and SunServe Resi Solar Manager, LLC, dated as of March 5, 2020.

“Short Hills/Greenbacker Non-Financed REC Contract” shall mean (i) that certain Agreement for Purchase and Sale of Renewable Energy Certificates (NJ), by and between ORE F4 Projectco, LLC and DTE Energy Trading, Inc., dated as of July 14, 2017; (ii) that certain Agreement for Purchase and Sale of Renewable Energy Certificates (NJ), by and between ORE F6 Projectco, LLC and DTE Energy Trading, Inc., dated as of July 14, 2017; (iii) that certain Solar Renewable Energy Certificate Purchase and Sale Agreement, by and between ORE F4 Projectco, LLC and XE MA REC SL, LLC, dated as of October 11, 2016; (iv) that certain Purchase and Sale of Solar Renewable Energy Certificates, by and between ORE F4 Projectco, LLC and Noble Americas Gas & Power Corp., dated as of February 6, 2017; (v) that certain Agreement for Purchase and Sale of New Jersey Renewable Energy Certificates, by and between ORE F4 Projectco, LLC and TransCanada Power Marketing Ltd., dated as of March 16, 2017; and (vi) that certain Agreement for Purchase and Sale of New Jersey Renewable Energy Certificates, by and between ORE F6 Projectco, LLC and TransCanada Power Marketing Ltd., dated as of March 17, 2017.

“Short Hills REC Contract” shall mean individually and collectively, (a) the REC Purchase and Sale Agreement (MA), dated as of January 23, 2019, by and between ACM Sungevity VI Inc. and CP Energy Marketing (US) Inc.; (b) the REC Purchase and Sale Agreement (MD), dated as of January 23, 2019, by and between ACM Sungevity VI Inc. and CP Energy Marketing (US) Inc.; and (c) the REC Purchase and Sale Agreement (NJ), dated as of January 23, 2019, by and between ACM Sungevity VI Inc. and CP Energy Marketing (US) Inc., in each case as assigned to SVB Borrower by Spruce Sequoia, LLC pursuant to that certain Assignment and Bill of Sale, dated as of March 5, 2020, between Spruce Sequoia, LLC and SVB Borrower.

“Skyview Credit Annex” shall mean that certain Net Settlement and Credit Support Annex Agreement, dated as of March 5, 2020, between SVB Borrower and Skyview Finance Company, LLC.

“Skyview REC Contracts” shall mean (i) that certain Solar Renewable Energy Certificates (SRECs) Purchase and Sale Agreement (MA); (ii) that certain Solar Renewable Energy Certificates (SRECs) Purchase and Sale Agreement (MD); and (iii) that certain Solar Renewable Energy Certificates (SRECs) Purchase and Sale Agreement (NJ), each dated as of March 5, 2020 between SVB Borrower and Skyview Finance Company, LLC; and (iv) the Skyview Credit Annex.

“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.

“SP3 Acquisition Documents” shall mean, individually or collectively, the NRG Purchase Documents, the Integrys Purchase Documents and the FTL Purchase Documents.

“SP3 Consolidation Documents” shall each agreement set forth in Schedule 4.03(e) of the SP3 Credit Agreement.

“SP3 Credit Agreement” shall have the meaning given to such term in the recitals.

“SP3 Debt Termination Date” shall mean the date on which (a) the commitments under the SP3 Loan Documents have expired or been terminated, (b) the principal of and interest on each loan and all fees payable under the SP3 Loan Documents shall have been indefeasibly paid in cash in full and all letters of credit shall have expired or been terminated and all drawing payments shall have been reimbursed and (c) all other obligations under the SP3 Loan Documents (other than any inchoate indemnification or expense reimbursement obligations that expressly survive termination) shall have been indefeasibly paid in cash in full.

“SP3 Eligible REC Contract” shall mean each of the following agreements:

“SP3/FTL Purchase Agreement” shall mean that certain Unit Purchase Agreement, dated as of July 31, 2020, by and between FTL Capital, LLC, a Missouri limited liability company and Spruce Home 2, LLC, a Delaware limited liability company, the Assignment of Membership Interests and Assumption Agreement, dated as of July 31, 2020, between FTL Capital, LLC and Spruce Home 2, LLC, and each other agreement or document entered into in connection with the foregoing.

“SP3 Holdback Amount” shall have the meaning assigned to such term in Section 2.01(h).

“SP3 Holdback Release Conditions” shall mean satisfaction of each of the following: (a) the Co-Borrowers have made each prepayment described in Section 3.03(k)[Reserved], (b) in the twelve-month period prior to such release, the Consolidated DSCR (excluding the SP3 Holdback Amount for purposes of such calculation) was at least 1.10 to 1.00, (c) the KWS Additional Reserve Account is fully funded in an amount at least equal to the then-applicable Required Additional Reserve Amount and (d) such date is a Payment Date that is on or after April 30, 2022.

“SP3/Integrys Purchase Agreement” shall mean that certain Unit Purchase Agreement, dated as of the date hereof, by and among WPS Power Development, LLC, a Wisconsin limited liability company, Integrys Holding, Inc., a Wisconsin corporation, and Co-Borrower 4 Sub and each other agreement or document entered into in connection with the foregoing.

“SP3 Loan Documents” shall have the meaning given to the term “Loan Documents” in the SP3 Credit Agreement.

“SP3/NRG Purchase Documents” shall mean that certain Purchase and Sale Agreement, dated as November 13, 2020, by and between NRG Residential Solar Solutions, LLC, a Delaware limited liability company (“NRG Seller”) and the Co-Borrower 4 Sub, each other “Transaction Document” (as defined in such Purchase and Sale Agreement), and each other agreement or document entered into in connection with the foregoing.

“Sponsor” and “Sponsors” shall mean SHC 1, SHC 2 and SHC 3, individually and collectively, as the context shall require.

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

“Sponsor Parties” shall mean each Sponsor, ESE and each, Manager, PortfolioCo Manager and Provider that is an Affiliate of a Co-Borrower.

“Spruce Holding 1” shall mean Spruce Manager Holding 1, LLC, a Delaware limited liability company.

“Spruce Holding 2” shall mean Spruce Manager Holding 2, LLC, a Delaware limited liability company.

“Spruce Market” shall mean Spruce Market, LLC, a Delaware limited liability company.

“Spruce Market Account” shall have the meaning assigned to such term in Section 5.24(i).

“Standard Rate” shall mean (a) for any Term Loan, 8.25% per annum and (b) for any PIK Loan, 9.25% per annum.

“Standing Instructions” shall have the meaning assigned to such term in Section 5.24(g).

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

“Sungevity Greenwich Lessor” shall mean Sungevity Greenwich Lessor, LLC, a Delaware limited liability company.

“Sungevity Greenwich Lessor Default” shall mean the occurrence of a Lessor Default under and as defined in the Sungevity Greenwich Master Lease.

“Sungevity Greenwich Master Lease” shall mean that certain Master Lease Agreement, dated as of October 12, 2011, between Sungevity Greenwich Lessor, as lessor, and RaboSolar I, LLC, as lessee.

“Sungevity Greenwich Lessor Default Certificate” shall mean a certificate from an Authorized Officer of the Co-Borrowers attached to a Transfer Date Certificate, containing the Co-Borrowers’ good faith, detailed calculation of the Sungevity Greenwich Lessor Default Prepayment.

“Sungevity Greenwich Lessor Default 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).

“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.

“Tax Equity Change of Control” shall mean a direct or indirect transfer of any interest in any Co-Borrower that is not permitted under the Tax Equity Documents or the Senior Loan Documents.

“Tax Equity Consent” shall mean (a) the Waiver and Consent, dated on or about the date hereof, by and among ORE F6 HoldCo, LLC, Sky Blue Solar Holdings, LLC and the other parties thereto and (b) each other agreement delivered pursuant to Section 5.21(e).

“Tax Equity Documents” shall mean for each Tax Equity Opco, the applicable Limited Liability Company Agreement, Purchase Agreement, Project Transfer Agreement, Maintenance Services Agreement, Backup Servicer Agreement, Transition Management Agreement, each Sponsor Guaranty, each REC Purchase Agreement to which such Tax Equity Opco is a party 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, with respect to any Tax Equity Opco, a member of such Tax Equity Opco other than a Holdco. For the avoidance of doubt, Ampere Tenant III is a “Tax Equity Member” of the Ampere Owner.

“Tax Equity Member Withdrawal Amount” has the meaning set forth in the Depository Agreement.

“Tax Equity Opco” shall mean each Opco that is not a Wholly-Owned Opco.

“Tax Equity Opco Audit” shall mean any ITC Basis Notification (and the related audit, examination, administrative proceeding or investigation) related to, or otherwise in connection with, either (a) a Tax Equity Opco or (b) any solar projects acquired, sold, leased, developed, constructed or operated by a Tax Equity 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, (a) the Ampere III Model, the Ampere IV Model and the Volta II Model plus (b) the Fund 11 Model and the Fund 13 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.

“Term Loan” shall mean the Initial Term Loan, the Additional Term Loan, and the ExistingSecond Additional Term Loan.

“Term Loan Commitment” shall mean, as to each Term Lender, its obligation to make the ExistingInitial Term LoansLoan to the Borrower on the Closing Date, the Additional Term Loan Borrowing on the Additional Term Loan Borrowing Date, and the Second Additional Term Loan Borrowing Date on the Second Additional Term Loan Borrowing Date pursuant to Section 2.01 in an aggregate principal amount not to exceed the aggregate amounts opposite such Term Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement; provided, that (a) the aggregate principal amount of the Term Lenders’ Commitments as of the Second Additional Term Loan Borrowing Date shall not exceed $148,343,045.76169,000,000 (which amount includes the $25,000,00020,000,000 Second Additional Term Loan Commitment) and (b) concurrently with any repayment or prepayment of any Term Loans, the Term Loan Commitments of the Lenders shall be reduced in an amount equal to such repayment or prepayment, which reduction shall be applied among the Class A Lenders on a pro rata basis.

“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 Other Loan Document and each Portfolio Document.

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

“Transition Management Agreement” shall mean individually and collectively, as the context requires, (a) each agreement listed as a “Transition Management Agreement” on Schedule 4.25(f) and (b) each replacement for each such agreement in a form and substance acceptable to the Administrative Agent (acting on the instructions of the Required Lenders).

“Transition Manager” shall mean individually and collectively the transition manager under each Transition Management Agreement.

“Transition Services Agreement” shall mean that certain Transition Services Agreement, to be dated as of November 13, 2020, between the Transition Services Provider and Co-Borrower 4 Sub.

“Transition Services Provider” shall mean NRG Residential Solar Solutions, LLC.

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

“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).

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

“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.

“Volta II Model” shall mean the financial equity base case model agreed and accepted by Volta Holdco II and Citicorp in respect of Citicorp’s tax equity investment in Volta Solar Owner II.

“Volta Holdco II” shall mean Volta Solar Manager II, LLC, a Delaware limited liability company.

“Volta Solar Owner II” shall mean Volta Solar Owner II, LLC, a Delaware limited liability company.

“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, Purchase Agreement, Maintenance Services Agreement, Backup Servicer Agreement, Transition Management Agreement, Consumer Servicing Agreement, and Eligible 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 Wholly-Owned OpCo Collections are deposited.

“Wholly-Owned Opco” shall mean (a) each Opco that is wholly-owned, directly or indirectly, by a Co-Borrower and (b) 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-1.

“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;