EX-10.14

Exhibit 10.14

WAIVER,CONSENTANDAMENDMENTTOCREDITAGREEMENT

ThisWAIVER,CONSENTANDAMENDMENTTOCREDITAGREEMENT(this “Agreement”), dated as of April 15, 2026, is by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), MN8 Energy LLC, a Delaware limited liability company (the “Guarantor”), each lender party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), and MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARYSTATEMENTS:

A.ReferenceismadetothatcertainCreditAgreement,datedasofFebruary23,2021,byand among the Borrower, the Lenders, the Issuing Banks, the Administrative Agent, the CollateralAgentandtheDepositaryBank,asamendedby(a)theAmendmentandWaiver to Credit Agreement, dated as of May 12, 2021, (b) the Second Amendment to Credit Agreement and Amendment to Depositary Agreement, dated as of May 27, 2021, (c) the Third Amendment to Credit Agreement, dated as of August 4, 2022, (d) the Fourth AmendmentandWaiver Number3toCreditAgreement,datedasofSeptember16,2022, (e)theFifthAmendmenttoCreditAgreement,datedasofDecember22,2022,(f)theSixth AmendmenttoCreditAgreement,datedasofJune 25,2024,(g)theSeventhAmendment to Credit Agreement, dated as of November 22, 2024, (h) the Omnibus Amendment to CreditAgreementandSecurityAgreement,datedasofFebruary13,2026,and(i)theNinth Amendment and Waiver to Credit Agreement, dated as of March 13, 2026 (as may be further amended, restated, extended, supplemented or otherwisemodified in writing from time to time, the “Credit Agreement”).

B.The Borrower is the sole owner of one hundred percent (100%) of Long Point Solar HoldCo LLC, a Delaware limited liability company, which is the sole owner of one hundred percent (100%) of Long Point Solar Class B LLC, a Delaware limited liability company (“Class B Member”).

C.Class B Memberis thesoleownerofone hundred percent (100%)ofthe Class B Units in Long Point Solar TE LLC, a Delaware limited liability company (“Company”), and LongPoint Prairie Class A, LLC, a Delaware limited liability company, is the sole owner of one hundred percent (100%) of the Class A Units in Company.

D.Company is the sole owner of one hundred percent (100%) of Long Point Solar, LLC, Delawarelimitedliabilitycompany(the“ProjectCompany”),whichowns,isconstructing andwilloperateanapproximately168MW(dc)solargeneratingfacilitylocatedinBrazoria County, Texas (the “Project”).

E.Pursuant to Section 6.26 of the Credit Agreement, the Borrower is required to cause its wholly-ownedSubsidiariestoexecuteaTaxCreditTransferAgreementthatisinformand substance reasonably acceptable to the Lenders no later than the date of Completion with respect to the Project.

F.Pursuant to the definition of “Permitted Tax Credit Transfer Agreement” solely to the extent a Cash Diversion Event is contemplated in the applicable Tax Credit Transfer Agreement,theSponsor(oraPersonwithequivalentorbettercreditworthiness)isrequired todelivertotheAdministrativeAgentaguarantyinformandsubstancesatisfactorytothe Required Lenders in respect of such Cash Diversion Event (with liability capped by referencetoreasonablyanticipatedliabilitypursuanttosuchCashDiversionEvent)(such requirement, the “Cash Diversion Guaranty Requirement”).

G.TheBorrowerdesirestocauseClassBMemberandCompanytoenterintothatcertainTax Credit Transfer Agreement, to be dated on or about the date hereof, in the form attached hereto as Exhibit A(the “Long Point Tax Credit Transfer Agreement”), with Automatic Data Processing, Inc., a Delaware corporation (“Buyer”).

H.PursuanttoSection7.02oftheCreditAgreement,theBorrowershallnot,norshallitpermit anySubsidiaryoftheBorrowerto,directlyorindirectly, create,incur, assumeorsufferto existanyIndebtedness,exceptforIndebtednesspermittedunderSection7.02oftheCredit Agreement, including Indebtedness incurred by the Borrower or any Subsidiary arising fromsuretybondsorperformancebondssecuringtheperformancebytheBorrowerorany such Subsidiary, in an amount not to exceed $5,000,000 in the aggregate (the “PermittedSurety Bond Cap”).

I.The Borrower has requested that (i) the Administrative Agent and the Lenders consent to theexecutionoftheLongPointTaxCreditTransferAgreementandanyrelatedagreements necessarytoeffectuatethepurposesoftheLongPointTaxCreditTransferAgreementand the sale of the Tax Credits associated with the Project (collectively, the “Long Point TaxCredit Transfer Arrangement”), (ii) the Administrative Agent and the Lenders waive the CashDiversionGuarantyRequirementwithrespecttotheLongPointTaxCreditTransfer Agreement until June 1, 2026, upon which date, so long as the Company remains an indirectSubsidiaryofthe Borrower, theBorrower shallcausethecashdiversionguaranty attached hereto as Exhibit B(the “Long Point Cash Diversion Guaranty”) to be executed byMN8Energy LLC,(iii)theAdministrativeAgentand theLenders waivethePermitted Surety Bond Cap to allow for Long Point Solar TE LLC to incur Indebtedness in the amount of $5,800,000 pursuant to the terms of the Long Point Tax Credit Transfer Agreement and (iv) the Credit Agreement be amended in the manner set forth herein.

J.The Lenders, constituting all the Lenders under the Credit Agreement and the Administrative Agent are willing to agree to this Agreement on the terms and subject to the conditions set forth herein.

Accordingly, 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:

Section1.    Defined Terms.Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.

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Section2.    AmendmenttoCreditAgreement.

SubjecttoSection5hereof,asoftheEffectiveDate,thedefinitionof“PermittedTaxCredit Transfer Agreement” in Section 1.01 of the Credit Agreement is hereby replaced in its entirety with the following:

“Permitted Tax Credit Transfer Arrangement” means, with respect to any Project, one or moreTaxCreditTransferAgreements(a)(i)thatareinformandsubstancereasonablyacceptable to all Lenders and (ii) with respect to which, solely to the extent a Cash Diversion Event (which for purposes of this definition shall deem uses of Tax Equity Investor therein to be Tax Credit Buyer and uses of Permitted Tax Equity Documents therein to be Permitted Tax Credit Transfer Agreement)iscontemplated(asdeterminedbytheRequiredLendersandreasonablyagreedbythe Borrower) in the applicable Tax Credit Transfer Agreement, the Sponsor (or a Person with equivalentorbettercreditworthiness)hasdeliveredtotheAdministrativeAgentaguarantyinform andsubstancesatisfactorytotheRequiredLendersinrespectofsuchCashDiversionEvent(with liability capped by reference to reasonably anticipated liability pursuant to such Cash Diversion Event) and (b) are with Tax Credit Buyer(s) who either (i) have an Investment Grade Rating (determinedatthetimeofexecutionofsuchTaxCreditTransferAgreement)or(ii)areaDeemed Investment Grade Person.

Section3.    Consent. The Administrative Agent and each Lender hereby consents to the Long Point Tax Credit Transfer Arrangement.

Section 4.    Waiver.The Administrative Agent and each Lender hereby waive the PermittedSuretyBondCapsolelytoallowforthesuretybondcontemplatedpursuanttothe Long Point Tax Credit Transfer Agreement in the amount of $5,800,000.

Section5.    EffectiveDate.ThisAgreementshallbecomeeffectiveuponthesatisfaction or waiver of the following conditions (the date of such satisfaction or waiver of the following conditions being referred to herein as the “Effective Date”):

(a)    eachoftherepresentationsandwarrantiescontainedinSection6shall betrueandcorrectasoftheEffectiveDate,unlesssuchrepresentationorwarrantyexpresslyrelates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date;

(b)    noDefaultorEventofDefaultshallhaveoccurredandbecontinuing or shall result from Borrower's entering into this Agreement or the consummation of the transactions contemplated herein; and

(c)    Administrative Agent has received duly executed counterparts of this Agreement from each of the parties hereto, which shall correspond with the date first written above.

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Section6.   Representations and Warranties. To induce the other parties hereto to enter into this Agreement, the Borrower hereby represents and warrants to the Secured Parties that:

(a)    Each representation and warranty of the Borrower under the Financing Documents is true and correct in all material respects as if made on the date hereof, unless such representation or warranty expressly relates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date;

(b)    the Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement, this Agreement has been duly executed anddeliveredbytheBorrower,andthisAgreementisthelegal,validandbindingobligationofthe Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors’ rights generally and by principles of equity;

(c)    noDefaultorEventofDefaulthasoccurredandiscontinuing;

(d)    the execution, delivery and performance by the Borrower of this Agreement (i)have been duly authorized by all necessary organizational action on thepart of the Borrower; and (ii) do not and will not (A) contravene the terms of any of the Borrower’s Organization Documents; (B) conflict with or result in any breach or contravention of (1) any ContractualObligationtowhichtheBorrowerisapartyortowhichthepropertiesoftheBorrower or any of its Subsidiaries are subject, or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, except,withrespecttoclause(ii)(B),totheextentsuchconflict,breachorcontraventioncouldnot reasonablybeexpectedtohaveaMaterialAdverseEffect;(C)resultin,orrequire,thecreationof anyLienuponanyofthematerialpropertiesorassetsoftheBorrower(otherthananyLienscreated underanyoftheCollateralDocuments andotherPermittedLiens);or(D)violate,inany material respect, any Law applicable to the Borrower or any of its Subsidiaries; and

(e)    no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, deliveryorperformancebytheBorrowerofthisAgreement,exceptfor(i)thosethathavealready been obtained or made, and (ii) those which, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

Section7.    Covenant.The Sponsor hereby covenants and agrees to deliver an executed counterpart signature page to the Long Point Cash Diversion Guaranty by no later than June 1, 2026, if the Company remains an indirect Subsidiary of the Borrower as of such date. The BorrowerherebyacknowledgesandagreesthatanyfailurebytheSponsortodelivertheexecuted counterpart signature page in accordance with the above will result in an immediate Event of Default.

Section8.    CostsandExpenses.WithoutlimitingtheobligationsoftheBorrowerunder theCreditAgreement,eachpartyheretoagreesthatallreasonableout-of-pocketexpensesincurred bytheSecuredParties(includingthereasonablefees,chargesanddisbursementsofcounseland consultants) in connection with the preparation, execution, delivery and administration,

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modification and amendment of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent), are expenses that the Borrower is required to pay or reimburse pursuant to Section 10.05(a) of the Credit Agreement.

Section9.    Referencetoand EffectontheRelevantFinancingDocuments.

(a)    TheCreditAgreementandallotherdocuments,instrumentsandagreements executed and/ordeliveredinconnectiontherewithshallcontinuetobeinfullforceand effectand isherebyinallrespectsratifiedandconfirmed.ThisAgreementshallbea“FinancingDocument” for purposes of the definition thereof in the Credit Agreement.

(b)    Except as specifically provided herein, the execution, delivery and effectiveness of this Agreement on the Effective Date shall not operate as a waiver of any right, powerorremedyofanyLenderunderanyoftheFinancingDocuments,norconstituteawaiverof any provision of any of the Financing Documents.

Section10.    Severability.If any provision of this Agreement or the other Financing Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceabilityof the remainingprovisionsofthis Agreement and theother Financing Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economiceffectofwhichcomesascloseaspossibletothatoftheillegal,invalidorunenforceable provisions.The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceablesuchprovisioninanyotherjurisdiction.Withoutlimitingtheforegoingprovisions of this Section10, if and to the extent that the enforceability of any provisions in this Agreement relatingtoDefaultingLendersshallbelimitedbyDebtorReliefLaws,asdeterminedingoodfaith bytheAdministrativeAgent,thensuchprovisionsshallbedeemedtobeineffectonlytotheextent not so limited.

Section11.    Headings.Sectionheadingshereinareincludedforconvenienceofreference only and shall not affect the interpretation of this Agreement.

Section12.    Governing Law; Jurisdiction; Etc.THIS AGREEMENT AND ANY CLAIMS,CONTROVERSY,DISPUTEORCAUSEOFACTION(WHETHERINCONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALLBEGOVERNEDBY,AND CONSTRUED IN ACCORDANCE WITH,THELAWOF THE STATE OF NEW YORK.

Section13.    Submission to Jurisdiction.THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY AGENT,ANYLENDER,ANYISSUINGBANK,ORANYRELATEDPARTYOFTHE FOREGOINGINANYWAYRELATINGTOTHISAGREEMENTORTHETRANSACTIONS

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RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLYANDUNCONDITIONALLYSUBMITSTOTHEJURISDICTIONOFSUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBEENFORCED IN OTHERJURISDICTIONSBYSUITON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENTSHALLAFFECTANYRIGHTTHATANYAGENT,ANYLENDERORANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATINGTOTHISAGREEMENTAGAINSTTHEBORROWERORITSPROPERTIESIN THE COURTS OF ANY JURISDICTION.

Section14.    Waiver of Venue.THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION13. EACHOFTHEPARTIESHERETOHEREBYIRREVOCABLYWAIVES,TOTHEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Section 15.    Service of Process.EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION10.03OFTHECREDITAGREEMENT.NOTHING INTHISAGREEMENTWILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section16.    WaiverofJuryTrial.EACHPARTYHERETOHEREBYIRREVOCABLY WAIVES,TO THE FULLESTEXTENTPERMITTEDBYAPPLICABLELAW,ANYRIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND(B)ACKNOWLEDGESTHATITANDTHEOTHERPARTIESHERETOHAVEBEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section17.    Counterparts. This Agreement may be executed in counterparts (and by differentpartiesheretoindifferentcounterparts),eachofwhichshallconstituteanoriginal,butall of which when taken together shall constitute a single contract.Delivery of an executed counterpartofasignaturepageofthis Agreement byfacsimileorotherelectronicimaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.The words “execution,” “execute”, “signed,” “signature,” and words of like import inorrelatedtoanydocumenttobesignedinconnectionwiththisAgreementandthetransactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignmenttermsandcontractformationsonelectronicplatformsapprovedbytheAdministrative Agent,orthekeepingofrecordsinelectronicform,eachofwhichshallbeofthesamelegaleffect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeepingsystem,asthecasemaybe,totheextentandasprovidedforinanyapplicableLaw, includingtheFederalElectronicSignaturesinGlobalandNationalCommerceAct,theNewYork StateElectronicSignaturesandRecordsAct,oranyothersimilarstatelawsbasedontheUniform Electronic Transactions Act.

[REMAINDEROFPAGEINTENTIONALLYLEFTBLANK]

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INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobeduly executed as of the date first above written.

[Signature Page to Consent to Credit Agreement (Long Point TCTA)]

[Signature Page to Waiver, Consent and Amendment to Credit Agreement]

[Signature Page to Waiver, Consent and Amendment to Credit Agreement]

[Signature Page to Waiver, Consent and Amendment to Credit Agreement]

[Signature Page to Waiver, Consent and Amendment to Credit Agreement]

[Signature Page to Waiver, Consent and Amendment to Credit Agreement]

EXHIBITA

[SeeAttached]

TAXCREDITTRANSFERAGREEMENT

DatedasofApril[●],2026

TABLE OF CONTENTS

TAXCREDITTRANSFERAGREEMENT

PREAMBLE

This TAX CREDIT TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of April [●], 2026 (the “Effective Date”), by and among Automatic Data Processing,Inc.,aDelawarecorporation(“Buyer”),LongPointSolarTELLC,aDelawarelimited liability company (“Seller”), and Long Point Solar Class B LLC, a Delaware limited liability company (“Sponsor” and, together with Buyer and Seller, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, as of the Effective Date, Seller owns one hundred percent (100%) of the issued and outstanding membership interests in Long Point Solar, LLC, a Delaware limited liability company (the “Project Company”);

WHEREAS, the Project Company, beneficially and of record, owns a solar electric generation project with an aggregate capacity of approximately 168 MWDClocated in Brazoria County, Texas (the “Project”);

WHEREAS, Sponsor owns all of the Class B equity interests in Seller and will benefit from this Agreement;

WHEREAS, the Project is comprised of four (4) separate Inverter Blocks (as defined in the Purchase Agreement) (the “Blocks” and each, a “Block”); and

WHEREAS,Sellerdesirestosell,andBuyerdesirestopurchase,onthetermsandsubject to the conditions set forth in this Agreement, the Transferred Tax Credits (defined below).

NOW,THEREFORE,inconsiderationoftheforegoing,ofmutualpromisesoftheParties and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

CONTRACTUALAGREEMENT

1.1    No Partnership Intended. The Parties do not intend for this Agreement to create a partnership, limited partnership, joint venture, or limited liability company agreement, and this Agreement shall not be construed to suggest otherwise. The Parties intend that this Agreement is purely an arm’s-length contract for the purchase and sale of the Transferred Tax Credits and the associated duties and obligations of the Parties.

1.2    Securities Law. The Parties do not intend for the Transferred Tax Credits to be treated as a security, derivative, commodity for future delivery, or other security or financial instrument within the meaning of 12 U.S.C. § 1851 or similar state law.

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ARTICLEII

DEFINEDTERMSANDRULESOFINTERPRETATION

2.1    Definitions. The following defined terms used in this Agreement shall have themeanings specified below.

“Affiliate” means, with respect to any specified Person, any Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“After-Tax Basis” means, with respect to any applicable payment to be actually or constructively received by any Person, the amount of such payment (the base payment) supplemented by afurtherpayment (the additional payment)to that Person so that thesum ofthe base payment and the additional payment, after deduction of the amount of all federal and state income taxes required to be paid by such Person in respect of the receipt or accrual of the base paymentandtheadditionalpayment(assumingforthispurposethattherecipientofsuchpayment issubjecttoincometaxationattheHighestMarginalRate),equalstheamountofthebasepayment.

“Agreement”hasthemeaningsetforthinthePreamble.

“ALTA Survey” means that certain signed and sealed ALTA survey with respect to the ProjectdatedasofNovember11,2025,thathasbeenmadeavailabletoBuyerpriortotheEffective Date.

“Anti-CorruptionLaws”hasthemeaningsetforthinSection5.1(r).

“Anti-Terrorism and MoneyLaundering Laws and Regulations”means (a)Section 1 of Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), (c) the TerrorismListGovernmentsSanctionsRegulations(Title31Part596oftheU.S.CodeofFederal Regulations), (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), (e) the USA Patriot Act of 2001 (Pub. L. No. 107-56), (f) theU.S.MoneyLaunderingControlActof1986,(g)theBankSecrecyAct,31U.S.C.§§5311et seq., (h) Laundering of monetary instruments, 18 U.S.C. § 1956, and (i) Engaging in monetary transactions in property derived from specified unlawful activity, 18 U.S.C. § 1957.

“Applicable Laws” means any treaty, constitution, law, statute, ordinance, rule, order, decree, regulation, or other directive which is legally binding and has been enacted, issued, or promulgated by any Governmental Authority.

“Bankruptcy” as to any Person means: (a) the filing of a petition for relief as to any such Person as debtor or bankrupt under the Bankruptcy Code or like provision of law (except if such petitioniscontestedbysuchPersonandhasbeendismissedwithinsixty(60)days);(b)insolvency ofsuchPerson asfinallydeterminedby acourtproceeding;(c)filingbysuchPersonofapetition or application to accomplish the same or for the appointment of a receiver or a trustee for such Personorasubstantialpartofitsassets;or(d)commencementofanyproceedingsrelatingtosuch

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Personunderanyotherreorganization,arrangement,insolvency,adjustmentofdebt,orliquidation lawofanyjurisdiction,whethernowinexistenceorhereinafterineffect,eitherbysuchPersonor byanother,providedthatifsuchproceedingiscommencedbyathirdparty,butonlyifsuchPerson indicates its approval of such proceeding, consents thereto, or acquiesces therein, or such proceedingiscontestedbysuchPersonandhas notbeenfinallydismissedwithinsixty(60)days.

“BankruptcyCode”meansanyandallsectionsandchaptersofTitle11oftheUnitedStates Code, as in effect from time to time.

“BeginningofConstructionCertificate”meansacertificateintheformattachedheretoas Exhibit Bincluding factual representations demonstrating that the construction of the Project began before January 1, 2025 for purposes of Section 48 of the Code.

“Block”hasthemeaningsetforthintheRecitals.

“BusinessDay”meansanydayotherthan(a)aSaturdayorSundayor(b)adayonwhich commercial banks in the city of New York, State of New York are authorized or required to be closed.

“Buyer”hasthemeaningsetforthinthePreamble.

“BuyerClosingElection”hasthemeaningsetforthinSection4.3(b).

“Buyer’sOfficerCertificate”meansacertificatedatedasoftheEffectiveDateandsigned by an authorized officer of Buyer (a) certifying that the representations and warranties made by Buyer in this Agreement are true and correct as of the Effective Date and (b) certifying to the completenessandaccuracyof,andattachingwithrespecttoBuyer,(i)copiesofitsOrganizational Documents,eachasineffectasoftheEffectiveDate,(ii)copiesof“standing”resolutions,(iii)an incumbencycertificateasineffectasoftheEffectiveDate,and(iv)agoodstandingcertificatefor Buyer dated not earlier than five (5) days prior to the Effective Date, issued by the Secretary of State of the State of Delaware.

“CEA”hasthemeaningsetforthinSection10.10(a).

“Change in Tax Law” means (a) any change in or amendment to the Code or other U.S. federal income tax law, (b) any issuance, promulgation and/or change in, or of, any temporary or final Treasury Regulations, or of proposed Treasury Regulations to the extent any taxpayer is permittedtorelyonsuchproposedTreasuryRegulationsbeforefinalization,(c)anychangeinthe interpretation of the Code or Treasury Regulations by a controlling decision of the United States Tax Court, the United States Court of Federal Claims, a United States District Court, a United States Court of Appeals, or United States Supreme Court that applies, advances or articulates a newordifferentinterpretationoranalysisoftheU.S.federalincometaxlaw,or(d)anypublished binding guidance, advice, statement, notice, announcement, proclamation, revenue ruling, or revenue procedure issued by the Treasury or the IRS in the Internal Revenue Bulletin or CumulativeBulletin that applies to taxpayers generally ratherthan to aspecifictaxpayerand that applies, advances or articulates a new or different interpretation or analysis of the U.S. federal

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income tax law, in each case to the extent relating to the eligibility of the Project for Tax Credits or Sections 48 or 6418 of the Code.

“Code”meanstheInternalRevenueCodeof1986,asamended.

“Communications Systems Executive Order” means that certain Executive Order No. 13873onSecuringtheInformationandCommunicationsTechnologyandServicesSupplyChain, effective May 15, 2019, as elaborated by that certain Executive Order No. 14034 on Protecting Americans’ Sensitive Data From Foreign Adversaries, effective June 9, 2021.

“Compliance Period” means the period commencing upon the date on which the first BlockcomprisingtheProjectwasPlacedinServiceandendingonthefifth(5th)anniversaryofthe date on which the last Block comprising the Project was Placed in Service.

“ConfidentialInformation”hasthemeaningsetforthinSection10.11(a).

“Contest Costs” means reasonable and documented fees, costs, disbursements, charges, expenses, and other amounts incurred in the audit, proceeding, defense, settlement, or appeal related to the Transferred Tax Credits.

“Control” (including the terms “Controlling,” “Controlled by,” and “under common Controlwith”)meansthepossession,directlyorindirectly,ofanyofthefollowing:(a)inthecase ofacorporation,morethanfifty percent (50%)oftheoutstandingvotingsecuritiesthereof; (b)in thecaseofalimitedliabilitycompany,partnership,limitedpartnership, orjointventure,theright to more than fifty percent (50%) of the distributions (including liquidating distributions) therefrom; (c)in the case of a trust or estate, including a business trust, more than fifty percent (50%)ofthebeneficialinteresttherein;(d)inthecaseofanyotherentity, morethan fiftypercent (50%) of the economic or beneficial interest therein; or (e) in the case of any entity, the power or authority, through ownership of voting securities, by contract, or otherwise, to exercise a controlling influence over the management of the entity.

“Cost Segregation Report” means, an independent appraisal and cost segregation report preparedbyMarshallandStevensIncorporatedthatassessesthefairmarketvalueandcostsofthe Project and allocates the fair market value and costs of the Project (and each Block thereof) between ITC Eligible Property and other property at a customary level of detail.

“CPStatusNotice”hasthemeaningsetforthinSection 4.3(a).

“Damages” means all claims, actions, causes of action, demands, assessments, losses, damages,liabilities,judgments,settlements,taxes(oradditionstotaxesorreductionoftaxcredits, including any Disallowance or Recapture), interest, penalties, costs, and expenses (including Contest Costs and any other reasonable and documented attorneys’ fees and expenses, including such fees and expenses at trial and on any appeal).

“DCBonus”meansthe“domesticcontent”bonusprovidedforinSection48(a)(12)ofthe Code.

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“DCBonusMemo”meansamemorandumpreparedbyEmpactTechnologies,Inc.(or suchotherthird-partyaccountantreasonablyacceptabletoBuyer)confirmingtheProject’squalification for the DC Bonus.

“DevCo”meansMN8DevCo1LLC,aDelaware limitedliabilitycompany.

“Disallowance” means any reduction, loss, or disallowance of any Transferred Tax Credits.

“DisqualifiedEntity”meansanentitythatisa“taxexemptentity”forpurposesofSection 168(h) of the Code.

“EC Bonus” means the “energy community” bonus provided for in Section 48(a)(14) of the Code.

“ECBonusCertificate”meansacertificateincludingfactual representationswithrespect to the Project’s qualification for the EC Bonus in the form attached hereto as Exhibit C.

“EffectiveDate”hasthe meaningsetforthinthe Preamble.

“Energy Management Agreement” means that certain Agreement to Provide QSE and Energy Management Services, dated July 22, 2025, by and between the Project Company and Tenaska Power Services Co.

“ Environmental Consultant” means SWCA Environmental Consultants.

“EnvironmentalReport”meansthefinalPhaseIEnvironmentalSiteAssessmentreport preparedbytheEnvironmentalConsultantfortheProject.

“EPC Agreements” means the contracts listed under the heading “EPC Contracts” on Schedule 1.

“FinalDetermination”meanstheearliesttooccurof:(a)theresolutionofliabilityforany tax for any taxable period, by or as a result of (i) a final and unappealable decision, judgment, decreeorotherorderbyanycourtofcompetentjurisdictionor(ii)afinalsettlementwiththeIRS, a closing agreement or accepted offer in compromise under section 7121 or section 7122 of the Code;(b)theexpirationofthetimeforinstitutingasuitwithrespecttoaclaimeddeficiencyoran appeal of a previously-rendered decision, judgment, decree or other order by any court of competentjurisdiction;(c)theexpirationofthetimeforinstitutingaclaimforrefund,orifsucha claimwasfiled,theexpirationofthetimeforinstitutingsuitwithrespectthereto;(d)theagreement of the Parties to no longer pursue the relevant contest or the decision by the relevant Party to no longer pursue such contest as permitted under the terms of this Agreement, including any such agreementordecisionnottoinstituteasuitorappealofapreviously-rendereddecision,judgment, decree or other order; or (e) Seller or Buyer filing a federal income tax return (or an amendment toafederalincometaxreturn)thatproperlyreportsDisallowanceorRecapture(totheextentthat the Parties mutually agree in writing that such Disallowance or Recapture has occurred).

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“First Funding Date” means the date on which Buyer makes the first payment of the Funding Amount required to be made pursuant to Section 3.3(a)(i).

“Funding”meansthepaymentoftheFundingAmount,assetforthinSection 3.3(a).

“FundingAmount”hasthemeaning setforthinSection 3.3(a).

“Funding Certificate” means a certificate in the form attached hereto as Exhibit A, certifyingtheamountofTaxCreditsgeneratedbytheProject,theFundingAmountandtheportion oftheFundingAmounttobepaidoneachoftheFirstFundingDateandtheSecondFundingDate.

“FundingDate”meanstheFirstFundingDate,theSecondFundingDateoreachofthem, as the context requires.

“GAAP” means United States of America generally accepted accounting principles, consistently applied.

“Governmental Authority” means: any (a) federal, state, county, municipal, or local government (whether domestic or foreign) or any political subdivision thereof; (b) any court or administrative tribunal; (c) any other governmental, quasi-governmental, judicial, public, or statutory instrumentality, authority, body, agency, or bureau, the IRS, the U.S. Department of Treasury, or any other taxing authority or entity of competent jurisdiction; or (d) any arbitrator with authority to bind a party at law.

“Guarantor”hasthemeaningsetforthintheGuaranty.

“Guaranty”meansthatcertainGuaranty,datedasoftheEffectiveDate,executedbyMN8 Energy LLC in favor of Buyer.

“Highest Marginal Rate” means, as of any determination date, the then highest marginal combinedincometaxrateineffectfortherelevanttaxperiodapplicabletocorporations(excluding subchapter S corporations) generally taking into account the U.S. federal and state income tax rates, as adjusted by any applicable deductions to the U.S. federal income tax base rate for state income tax payments.

“IndependentEngineer”meansEnertisSolar, Inc.

“Independent Engineer Report” means that certain technical due diligence report, preparedbytheIndependentEngineerwithrespecttotheProject,datedasofMay9,2025,assuch report is updated from time to time.

“IndependentEngineerSubstantialCompletionCertificate”meansacertificatefromthe Independent Engineer in the form previously delivered to the Preferred Equity Investor, either addressed to the Buyer or accompanied by a reliance letter with respect thereto for the benefit of Buyer.

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“Insurance Report” means a report prepared by Moore-McNeil, LLC (including any updates thereto), setting out recommended property, casualty, and businessinterruption coverage recommendationsandverifyingthattheProjectisfullyinsuredinaccordancewithprudentutility practices.

“InsuranceTaxProceeds”hasthemeaningsetforthinSection8.2(a).

“InterconnectionAgreement”means,collectively,(a)thatcertainAmendedandRestated ERCOT Standard Generation Interconnection Agreement, by and between the Project Company andCenterPointEnergyHoustonElectric,LLC,datedasofOctober31,2023,and(b)thatcertain IrrevocableStandbyLetterofCreditNo.SB-59047,datedSeptember13,2024,fromNatixisNew YorkBranchbytheOrderofGSRPWarehouse1LLCo/b/otheProjectCompanytoCenterPoint Energy Houston Electric, LLC, as beneficiary.

“IRS”meanstheU.S. InternalRevenueService.

“ITCEligibleProperty”meanspropertythatisdescribedinSection48(a)(3)oftheCode.

“Lenders” means the lenders under the Loan Documents.

“Loan Documents” means that certain Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of February 23, 2021, by and between GSRP Warehouse I LLC, MUFG Bank, Ltd., as administrative agent, MUFG Union Bank,N.A.,ascollateralagentanddepositarybankthereunder,andthelendersandissuingbanks party thereto from time to time.

“MaterialAdverseEffect”meansanychange,circumstance,oreventthat,individuallyor intheaggregate,hashad,orcouldreasonablybeexpectedtohave,amaterialadverseeffectonthe amount or availability of the Transferred Tax Credits, including increased Disallowance and Recapture risk, or on Seller’sabilitytotransfertheTransferred Tax Credits.

“O&M Agreement” means that certain Operations and Maintenance Agreement, dated as of March 4, 2026, by and between the Project Company and MN8 Solutions LLC.

“Organizational Documents” means, with respect to a particular Person (other than a natural person), the certificate or articles of incorporation, bylaws, partnership agreement, certificateof formation,limitedliabilitycompanyagreement,operatingagreement,stockholders’ agreement, trust agreement, or similar organizational documents or agreements, as applicable, of such Person, including all amendments thereto.

“OutstandingCPs”hasthemeaningsetforthinSection4.3(a).

“Party” has the meaning set forth in the Preamble.

“Permits” means all licenses, permits, authorizations, consents, waivers, exemptions, variances,franchises,certificates,andapprovalsfromanyGovernmentalAuthoritiesnecessaryfor theconstructionoftheProjectandthecommencementofcommercialoperationsandthecontinued

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operation of the Project for its anticipated use, including all zoning, subdivision, environmental, utility,landuse,andwetlandspermitsandanyapprovalsnecessaryforutilityinterconnectionwith the Project, improvement upgrades, and power transmission and including, if required by local law, any commissioning tests.

“Person” means any individual, partnership, joint venture, company, corporation, limited liability company, limited duration company, limited life company, association, trust, or other entity or organization, including any Governmental Authority or instrumentality thereof.

“Placed in Service” means “placed in service” for purposes of Section 48 of the Code.

“PlacedinServiceCertificate”meansafactualcertificateissuedbytheIndependent EngineerandattachedheretoasExhibitDcertifyingthattheProjectwasPlacedinServiceduring calendar year 2025 and the date on which the Project was Placed in Service.

“Post-ClosingDeliveryPeriod”hasthemeaningsetforthinSection4.3(b).

“PPA” means that certain Renewable Energy Purchase Agreement, by and between Microsoft Corporation and the Project Company, dated as of March 16, 2024.

“PrairieTCTA”means thatcertainTaxCreditTransfer Agreementby and amongBuyer, PrairieBXLLC,aDelawarelimitedliabilitycompany,andSponsor,withrespecttoasolarelectric generation project with an aggregate capacity of approximately 183.1 MWDClocated in Champaign County, Illinois, to be executed on or about the Effective Date.

“PreferredEquityInvestor”meansLONGPOINTPRAIRIECLASSA,LLC,aDelaware limited liability company (or any assignee or successor thereof).

“Project”hasthemeaning setforthintheRecitals.

“ProjectCompany”hasthemeaningsetforthintheRecitals.

“ProjectDocuments”means(a)theProjectCompany’sOrganizationalDocuments,(b)the SiteAgreements,(c)theInterconnectionAgreement,(d)theEPCAgreements(e)thePPA,(f)the O&M Agreement, (g) the Energy Management Agreement, (h) any limited liability company agreement, equity capital contribution agreement, membership interest purchase agreement or other analogous agreement, if applicable, between Seller or any of its subsidiaries (including the Project Company) and the Preferred Equity Investor (which may be redacted for economic and other confidential terms, in Seller’s reasonable judgment), and (i) any asset management agreement to which either the Project Company or Seller is a party.

“Proposed Change in Tax Law” means any proposed change or amendment to the Code oranotherU.S.federalincometaxstatutethatisincludedin(a)abillreportedoutoftheHouseof RepresentativesCommitteeonWaysandMeansortheSenateCommitteeonFinance,or(b)abill passedbyeithertheHouseofRepresentativesorSenate,ineachcase,which,(i)ifitbecamelaw, would (A) cause the Project to no longer be eligible to generate Tax Credits or would materially reducetheamountofTaxCreditsgeneratedbytheProjectthatareavailablefortransfertoBuyer,

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or(B)prohibitSellerfromtransferringTaxCreditstoBuyerunderSection6418oftheCode,and (ii) has a reasonable likelihood of being enacted into law (taking into consideration, for this purpose, any direct, written opposition or support issued, published, announced or otherwise publicly disseminated bythe other chamber of Congress or the Executive Branch or any member of Congress).

“PurchaseAgreement”meansthatcertainPurchaseAgreement,datedasofNovember12, 2025, by and between Seller and DevCo.

“PurchasePriceRate”hasthemeaningsetforthinSection3.2.

“PWA Assurance Report” means each prevailing wage and apprenticeship compliance assurance report for the Project issued periodically by PWA Consultant, addressing the Project’s compliancewith the PWARequirements forthe period from thebeginning ofthe construction of the Project through the end of the Compliance Period.

“PWAConsultant”meansWarmCommerce, Inc.d/b/aEmpactTechnologies.

“PWARequirements”meanstherequirementsofSections48(a)(10)and48(a)(11)ofthe Code.

“Recapture”meansanyrecaptureofanyTransferredTaxCreditsunderSection50ofthe Code.

“ReimbursementCap”hasthemeaningsetforthinSection3.4.

“ReliantCPs”meansthosecertainconditionsprecedentsetforthinSections4.2(a)(iii)(B), and(v)(B).

“SC Payment” has the meaning set forth in the Purchase Agreement.

“SecondFundingDate”hasthemeaningsetforthinSection3.3(a)(ii).

“Seller” has the meaning set forth in the Preamble.

“Seller’s Officer Certificate” means a certificate dated as of the Effective Date and the First Funding Date, and signed by an authorized officer of Seller (a) certifying that the representations and warranties made by Seller in this Agreement are true and correct as of the Effective Date and the First Funding Date, as applicable (except for such representations and warrantiesthataremadeasofaspecificdate,whichshallspeakonlyasofsuchdate),(b)certifying to the completeness and accuracy of, and attaching with respect to Seller, (i) copies of its Organizational Documents, each as in effect as of the Effective Date or, if such Organizational DocumentshavechangedasoftheFirstFundingDate,asofsuchFundingDate,(ii)anincumbency certificateasineffectasoftheEffectiveDateor,iftherelevantsignatorieshavechangedasofthe First Funding Date, as of such Funding Date, and (iii) a good standing certificate for Seller dated not earlierthan five (5)days priorto theEffective Dateand the First Funding Date, issued by the Secretary of State of the State of Delaware, and (c) certifying, as of the First Funding Date only,

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thateachofthecertifications,representationsandwarrantiescontainedintheECBonusCertificate and in the ITC Certificate continue to be complete and accurate as of such Funding Date.

“Site”meansrealpropertylocatedinBrazoriaCounty,Texas,required fortheconstruction, installation, operation, and maintenance of the Project and in which the Project Company holds rights under appropriate real property interests therein.

“SiteAgreements”meanstheagreementslistedonSchedule2.

“Sponsor” has the meaning set forth in the Preamble.

“Sponsor’s Officer Certificate” means a certificate dated as of the Effective Date and the First Funding Date, and signed by an authorized officer of Sponsor (a) certifying to the completeness and accuracy of, and attaching with respect to Sponsor, (i) copies of its Organizational Documents, each as in effect as of the Effective Date or, if such Organizational DocumentshavechangedasoftheFirstFundingDate,asofsuchFundingDate,(ii)anincumbency certificateasineffectasoftheEffectiveDateor,iftherelevantsignatorieshavechangedasofthe FirstFundingDate,asofsuchFundingDate,and(iii)agoodstandingcertificateforSponsordated not earlierthan five (5)days priorto theEffective Dateand the First Funding Date, issued by the Secretary of State of the State of Delaware, and (b) certifying, as of the First Funding Date only, thateachofthecertifications,representationsandwarrantiescontainedintheECBonusCertificate and in the ITC Certificate continue to be complete and accurate as of such Funding Date.

“SuretyBond”meansasuretybondintheamountof$5,800,000namingBuyerasobligee, andissuedbyasuretycompanyreasonablyacceptabletoBuyerinsubstantiallytheformattached hereto as Exhibit G.

“TaxCredits”means“energycredits”withinthemeaningofSection48(a)oftheCode.

“Tax Insurance Providers” means Berkshire Hathaway Specialty Insurance.

“TaxOpinion”meansa“should”levelopinionissuedbyBaker&McKenzieLLPrelated to the eligibility of the Project for Tax Credits, the amount of such Tax Credits and the ability to transfer such Tax Credits under Section 6418 of the Code.

“Tax Proceeding” means any proposed assessment of any tax or the commencement of any audit, inquiry, examination, contest, litigation, or other administrative or judicial proceeding with or against any Governmental Authority arising from or related to the transfer, purchase, or claim of the Transferred Tax Credits.

“TaxableYear”meansSeller’staxableyearendingonDecember31, 2025.

“TCL Policy” means, collectively, those certain policies with insurance coverage by the TaxInsuranceProviders(PolicyNumbers:[●],[●]and[●]),whichareattachedheretoasExhibits F-1 through F-[●].

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“Third-PartyCosts”meansthereasonableanddocumentedthird-partyout-of-pocketfees andexpensesincurredbyBuyerinconnectionwiththepreparation,negotiation,andexecutionof this Agreement and the transactions contemplated hereunder.

“Title Pro-Forma” means that certain owner’s title insurance policy with respect to the ProjectdatedasofNovember12,2025thathasbeenmadeavailabletoBuyerpriortotheEffective Date.

“TransactionDocuments”meansthisAgreement,theFundingCertificate, theBeginning of Construction Certificate, the EC Bonus Certificate, the Placed in Service Certificate, the Guaranty and each Transfer Election Statement executed by the Parties.

“Transfer Election Statement” means a statement described in Treasury Regulations Section 1.6418-2(b)(5) and in the form attached hereto as Exhibit E, describing a transfer of Transferred Tax Credits from Seller to Buyer.

“Transferred Tax Credits” means the Tax Credits generated by the Project during the Taxable Year, as certified by Seller in the Funding Certificate.

“Treasury” means the U.S. Department of the Treasury (including the Office of Foreign Assets Control).

“Treasury Regulations” means the regulations promulgated under the Code by the U.S. Department of Treasury, as such regulations may be amended from time to time.

“Xinjiang Restrictions” means Applicable Laws of the United States of America restricting the importation of equipment that contains materials or components that were mined, manufactured,orproducedwhollyorinpartusingforcedorchildlaborinviolationoftheUyghur HumanRightsPolicyActof2020,asamendedbytheUyghurForcedLaborPreventionAct,22 U.S.C.§ 6901,et seq.

2.2    RulesofInterpretation.

(a)    AlltermsdefinedinthisAgreementshallhavethemeaningsdefinedherein whenusedinanycertificateorotherdocumentmadeavailableordeliveredpursuantheretounless otherwise defined therein.

(b)    Accounting terms not defined in this Agreement, and accounting terms partlydefinedinthisAgreementtotheextentnotdefined,shallhavetherespectivemeaningsgiven tothemunderGAAP.TotheextentthatthedefinitionsofaccountingtermsinthisAgreementare inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement shall control.

(c)    The words “hereof,” “herein,” “hereunder,” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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(d)    The word “including” when used in this Agreement shall mean “including without limitation.”

(e)    Theword“or”isdisjunctivebutnotnecessarilyexclusive.

(f)    The word “extent” in the phrase “to the extent” means the degree to which a subject or other things extends and does not mean simply “if.”

(g)    The definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(h)    Anyagreement,instrument,orstatutedefinedorreferredtohereinorinany instrument or certificate delivered in connection herewith means such agreement, instrument, or statuteasfromtimetotimeamended,restated,supplemented,orotherwisemodifiedandincludes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

(i)    Any references to a Person in this Agreement are also to such Person’s permitted successors and assigns.

(j)    All Article and Section titles or captions contained in this Agreement or in any Exhibit or Schedule referred to herein and the table of contents of this Agreement are for convenience only and shall not be deemed a part of this Agreement or affect the meaning or interpretation of this Agreement. Unless otherwise specified, all references herein to numbered Articles and Sections are to Articles and Sections of this Agreement, and all references herein to Schedules or Exhibits are to Schedules and Exhibits to this Agreement.

(k)    Unlessotherwisespecified,allreferencestodollarsor“$”containedinthis Agreement, in any Exhibit or Schedule referred to herein, or in any instrument or document delivered pursuant hereto, shall mean United States of America dollars.

(l)    The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that any ambiguity or question of intent or interpretation arises, this AgreementshallbeconstruedasifdraftedjointlybytheParties,andnopresumptionorburdenof proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

ARTICLEIII

PURCHASEOFTRANSFERREDTAXCREDITS

3.1    Transferred Tax Credits. Subject to the terms and conditions of this Agreement, Sellerherebyagreestotransfer,assign,anddelivertoBuyer,andBuyerherebyagreestopurchase and accept from Seller, free and clear of any liens or encumbrances, all of the Tax Credits generated by the Project during the Taxable Year.

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3.2    Purchase Price. The purchase price of the Transferred Tax Credits shall be $0.925 per $1.00 of Transferred Tax Credits (the “Purchase Price Rate”).

3.3    PaymentofthePurchase Price.

(a)    Subjecttothesatisfaction(orwaiverbyBuyer)oftheconditionssetforthin Section4.2,BuyershallpaytoSelleranamountequaltotheproductofthePurchasePriceRateand theamountofTransferredTaxCredits(the“FundingAmount”), asfollows:

(i)    on the date agreed by the Parties in writing, which shall be no later thanfive(5)BusinessDaysafterthesatisfaction(orwaiverbyBuyer)oftheconditionsset forthinSection4.2,BuyershallpaytoSellertheportionoftheFundingAmountspecified in the Funding Certificate as the First Funding Amount; and

(ii)    onthedatethatisfourteen(14)daysafterthedateonwhichpayment ismadepursuanttotheforegoingclause(i)or,ifsuchdateisnotaBusinessDay,thefirst BusinessDayimmediatelyfollowingsuchdate(the“SecondFundingDate”),Buyershall paytoSellertheFundingAmountlessthepaymentmadepursuanttotheforegoingclause3.3(a)(i);

providedthat, for the avoidance of doubt and notwithstanding anything to the contrary contained inthisAgreement,theconditionssetforthinSection4.2shallberequiredtobesatisfied(orwaived byBuyer)solelyasaconditiontothepaymenttobemadepursuanttotheforegoingclause(i)and shall not be required to be satisfied (or waived by Buyer) again as a condition to the second payment contemplated pursuant to the foregoing clause (ii).

(b)    PaymentsofanyportionoftheFundingAmountpursuanttothisSection3.3shall be made by irrevocable wire transfer of immediately available funds to the bank account specified in writing by Seller in the Funding Certificate.

3.4    CostReimbursement.

(a)    Buyer shall submit, or cause to be submitted on its behalf, to Sponsor an invoice for Third-Party Costs relating to the transactions contemplated hereby through the EffectiveDateortherelevantFundingDate,asapplicable.OntheEffectiveDateandthenoneach Funding Date, Sponsor shall, directly or through an Affiliate, reimburse Buyer for such invoiced Third-Party Costs, subject to an aggregate cap (the “ReimbursementCap”) equal to (i) $400,000 less (ii) the amount of all such Third-Party Costs previously reimbursed by Sponsor and its Affiliates to Buyer pursuant to this Agreement less (c) the amount of any reasonable and documentedthird-partyout-of-pocketfeesandexpensesincurredbyBuyerinconnectionwiththe preparation, negotiation, and execution of the Prairie TCTA and the transactions contemplated thereunder previously reimbursed by any Affiliate of Guarantor to Buyer pursuant to the Prairie TCTA.

(b)    Notwithstanding anything else herein to the contrary, if this Agreement is terminatedbySellerpursuanttoSection9.1(b)(ii)orSection9.1(d),thentheReimbursementCap

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shall automatically, and permanently, be reduced to an amount equal to (x) $200,000 less (y) the amountofallsuchThird-PartyCostspreviouslyreimbursedbyanyAffiliateofGuarantortoBuyer pursuanttothisAgreementless(z)theamountofanyreasonableanddocumentedthird-partyout-of-pocket fees and expenses incurred by Buyer in connection with the preparation, negotiation, and execution of the Prairie TCTA and the transactions contemplated thereunder previously reimbursed by any Affiliate of Guarantor to Buyer pursuant to the Prairie TCTA, provided, for purposes of clarity, that if the Reimbursement Cap has been so reduced and Buyer has already been reimbursed for an amount greater than $200,000, then Buyer shall refund the difference betweenthe amountreimbursedand$200,000via wiretransferofimmediatelyavailable fundsto Sponsor,ortherelevantAffiliatethereof,pursuanttowiretransferinstructionsprovidedby Sponsor.

ARTICLE IV

CONDITIONSPRECEDENT

4.1    Effective Date Conditions Precedent. TheeffectivenessofthisAgreementissubject tothesatisfaction,orwaiverbytheapplicablePartybenefitingtherefrom,ofeachoftheconditions set forth in this Section 4.1:

(a)    PlacementinService.All Blocksshallhavebeen PlacedinService.

(b)    SellerDeliverables.SellershallhavedeliveredtoBuyer:

(i)    theGuaranty,dulyexecutedby Guarantor;

(ii)    a signed engagement letter with PWA Consultant, to provide the PWAAssuranceReports includingadetailedscopeoftheworktobeperformedbyPWA Consultant;

(iii)    aSeller’sOfficerCertificatedatedasoftheEffectiveDate;

(iv)    acopyofanIRSFormW-9forSeller;

(v)    a copy of the Independent Engineer Report in form and substance reasonably acceptable to Buyer (which may be a copy of the report provided to the members of Seller in connection with the substantial completion equity funding of Seller by its members), and a reliance letter with respect thereto for the benefit of Buyer;

(vi)    a copy of the Environmental Report in form and substance reasonably acceptable to Buyer (which may be a copy of the report provided to the members of Seller in connection with the substantial completion equity funding of Seller by its members), and a reliance letter with respect thereto for the benefit of Buyer;

(vii)    acopy oftheTitlePro-Forma;

(viii)    acopyofthe ALTASurvey;

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(ix)    the latest draft Cost Segregation Report, and a reliance letter with respect thereto for the benefit of Buyer;

(x)    theTCLPolicybinderagreementinformandsubstancereasonably acceptable to Buyer with evidence of Seller’s payment of any underwriting fees and premiums then due to be paid in connection with the binding of the TCL Policy;

(xi)    theEC Bonus Certificate;

(xii)    the DC Bonus Memo, and a reliance letter with respect thereto for the benefit of Buyer;

(xiii)    anexecutedcopyofthe BeginningofConstruction Certificate;

(xiv)    acopy oftheProject Documents;

(xv)    acopyoftheexecutedoperatingagreementofSellereffectiveonor priortothedatewhenanyBlockcomprisingtheProjectwasPlacedinService,whichshall besubjecttoredactionsinsertedbySellertoprotectconfidentialandsensitiveinformation;

(xvi)    copies of all Permits, except for Permits that are non-material or ministerial in nature and any other Permits not yet required to be obtained but which can reasonably be expected to be obtained on commercially reasonable terms when required;

(xvii)    copiesofUCCsearchreportsforSponsor,Guarantor,Seller,andthe Project Company, dated no morethan thirty (30) days priorto the EffectiveDate for each of the jurisdictions in which Sponsor, Guarantor, Seller, or the Project Company is organized or has a main place of business;

(xviii)    copies of litigation and docket search reports for Sponsor, Guarantor, Seller, and the Project Company, dated no more than thirty (30) days prior to theEffectiveDateforeachofthejurisdictionsinwhichSponsor,Guarantor,Seller,orthe Project Company is organized or has a main place of business;

(xix)    paymentofBuyer’scostsinaccordance withSection3.4;

(xx)    acopyoftheauditedfinancialstatementsofGuarantorforitsfiscal years ending on December 31, 2023 and December 31, 2024;

(xxi)    acopyofthemostrecentunauditedquarterlyfinancialstatements ofGuarantor;

(xxii)    evidencereasonablysatisfactorytoBuyerthat(A)themembership interests in the Project Company were assigned to Seller prior to the date on which any Block comprising the Project was Placed in Service, including a true, correct, complete and updated copy of the Organizational Documents of the Project Company and (B) the SC Payment has been made or will be made on the First Funding Date;

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(xxiii)    thePlacedinServiceCertificate;

(xxiv)    allPWAAssuranceReportsreceivedfromthePWAConsultantfor all periods ending in or before October 2025, and to the extent available, any PWA Assurance Report for any period ending thereafter; and

(xxv)    aSponsor’sOfficerCertificatedatedasoftheEffectiveDate.

(c)    Buyer Deliverables. Buyer shall have delivered to Seller aBuyer’s Officer Certificate dated as of the Effective Date.

(d)    Change in Tax Law. No Change in Tax Law has occurred that would (i) cause the Project to no longer be eligible to generate Tax Credits, or (ii) prohibit Seller from transferring Tax Credits to Buyer under Section 6418 of the Code. For the avoidance of doubt, a ChangeinTaxLawthatrelatessolelytoBuyer’staxcapacity(includinganyChangeinTaxLaw that relates to minimum tax regimes) shall not prevent this condition from being satisfied.

(e)    ProposedChangeinTaxLaw.NoProposedChangeinTaxLawispending unless the Parties have agreed to amend the terms of the transactions contemplated under this Agreement to account for such Proposed Change in Tax Law in a manner reasonably acceptable toeachofBuyerandSeller.Fortheavoidanceofdoubt,aProposedChangeinTaxLawthatrelates solelytoBuyer’staxcapacity(includinganyProposedChangeinTaxLawthatrelatestominimum tax regimes) shall not prevent this condition from being satisfied.

(f)    DeliveryofTaxOpinion.BuyershallhavereceivedtheTax Opinion.

(g)    Delivery of Corporate Opinion. Buyer shall have received a legal opinion from the in-house counsel of Seller and Sponsor with respect to the matters related to the due authorization by Seller and Sponsor of the execution and delivery of this Agreement.

4.2    ConditionsPrecedenttoFundingDates.TheobligationofBuyertopayanyportion oftheFundingAmountonanyFundingDateissubjectto(i)deliverybySellertoBuyer,orwaiver by Buyer of the delivery by Seller, of each of the items set forth in clause (a)of this Section 4.2(or Buyer agreeing to pay the Funding Amount pursuant to Section 4.3notwithstanding the non-satisfaction of certain items set forth in clause (a)of this Section 4.2), and (ii) satisfaction, or waiver by Buyer, of each of the conditions set forth in clauses (b) through (e) of this Section 4.2:

(a)    SellerDeliverables.SellershallhavedeliveredtoBuyer:

(i)    on the First Funding Date, a Seller’s Officer Certificate dated as of such Funding Date;

(ii)    theFundingCertificate;

(iii)    (A) a bring-down of the draft Cost Segregation Report delivered pursuanttoSection4.1(b)(ix),datedonorafterthedateasofwhichthelastdateonwhich

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any Block comprising the Project was Placed in Service, and (B) a reliance letter with respect thereto for the benefit of Buyer;

(iv)    all PWA Assurance Reports received from the PWA Consultant after the PWA Assurance Reports delivered pursuant to Section 4.1(b)(xxiv);

(v)    (A) the Independent Engineer Substantial Completion Certificate with respect to all Blocks comprising the Project, and (B) a reliance letter with respect thereto for the benefit of Buyer;

(vi)    (A)anupdatedbinderfortheTCLPolicyattachinganunconditional policywithanyconditionalitiesthatwereinplaceatbinding,ifany,havingbeenremoved, (B)confirmationthatallbringdowndeliverablesrequiredtobeprovidedtotheunderwriter inconnectiontherewithhavebeendeliveredtotheunderwriter, and(C)evidencethatany remaining underwriting fees and premiums payable in connection with the binding of the TCL Policy have been paid or will be paid by the First Funding Date;

(vii)    on the First Funding Date, a Sponsor’s Officer Certificate dated as of such Funding Date;

(viii)    themostrecentupdatetotheInsuranceReportpreviouslydelivered to the Preferred Equity Investor or otherwise available to Seller;

(ix)    aflowoffundsmemorandumsettingforthSeller’sbankaccountand wiredetails;

(x)    copiesoflitigationanddocketsearchreportsforSponsor, Guarantor, Seller, and theProject Company, dated no more than fifteen (15)days priorto theFirstFundingDateforeachofthejurisdictionsinwhichSponsor,Guarantor,Seller,or the Project Company is organized or has a main place of business;

(xi)    copiesofUCCsearchreportsforSponsor,Guarantor,Seller,andthe ProjectCompany,dated nomorethanfifteen (15)dayspriortotheFirstFundingDatefor each of the jurisdictions in which Sponsor, Guarantor, Seller, or the Project Company is organized or has a main place of business;

(xii)    a properly completed Transfer Election Statement with respect to theTransferredTaxCreditsexecutedbySeller;providedthat,ifthepre-filingregistration number(s)withrespecttotheITCEligiblePropertycomprisingtheProjectandgenerating TaxCreditshasnotyetbeenreceivedfromtheIRS,SellershallhavedeliveredtoBuyer (x) evidence to Buyer’s reasonable satisfaction that Seller has applied for such pre-filing registrationnumber(s)throughtheIRSelectronicregistrationsystem,which,forpurposes of clarity, may include a screen shot that indicates Seller has applied for such pre-filing registration numbers through the IRS electronic registration system, and (y) a properly completedTransferElectionStatementwithrespecttotheTransferredTaxCreditsthatare Tax Credits with only such registration number(s) missing;

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(xiii)    paymentofBuyer’scostsinaccordance withSection3.4;

(xiv)    apayoffletter fromthe Lenders evidencingthe terminationoftheir directsecurityinterestsintheProjectandtheassetsoftheSellerandtheProjectCompany, conditioned on receipt of the first portion of the Funding Amount required to be made on the First Funding Date pursuant to Section 3.3(a); and

(xv)    ontheFirstFundingDate,theSuretyBond.

(b)    No Condemnation; Unrepaired Casualty. No unrepaired casualty or condemnationeventaffectinganyportionoftheITCEligiblePropertycomprisingtheProjectshall have occurred, unless covered by insurance or unless the Independent Engineer has provided a remediation plan that is reasonably satisfactory to Buyer, including estimates of the cost of and timelineforanyrequiredrepairs,andBuyerhasreceivedevidencesatisfactorytoitthatfundsare available to complete such repairs.

(c)    Change in Law. No Change in Tax Law has occurred that would (i) cause theProjecttonolongerbeeligibletogenerateTaxCredits,or(ii)prohibitSellerfromtransferring TaxCreditstoBuyerunderSection6418oftheCode.Fortheavoidanceofdoubt,(y)aChangein Tax Law that relates solely to Buyer’s tax capacity shall not prevent this condition from being satisfied, including any Change in Tax Law that relates to minimum tax regimes, and (z) any Changein Tax Lawthat would reduce, but not eliminate, the amount of Tax Credits generated in theTaxableYearthatcanbetransferredtoBuyershallbereflectedsolelybyreducingtheamount of such Tax Credits in respect of the Funding Amount.

(d)    ProposedChangeinTaxLaw.NoProposedChangeinTaxLawispending unless the Parties have agreed to amend the terms of the transactions contemplated under this Agreement to account for such Proposed Change in Tax Law in a manner reasonably acceptable toeachofBuyerandSeller.Fortheavoidanceofdoubt,aProposedChangeinTaxLawthatrelates solely to Buyer’s tax capacity shall not prevent this condition from being satisfied, including any Proposed Change in Tax Law that relates to minimum tax regimes.

(e)    Material Adverse Effect. No event constituting a Material Adverse Effect shall have occurred.

4.3    ConditionsPrecedentStatusandFundingElection.

(a)    CPStatusNotice.Sellershallhavetheright,atanytime,todelivertoBuyer awrittennotice(the“CPStatusNotice”)thateither(A)confirmsthatallconditionsprecedentset forth in Section 4.2have been satisfied, or(B)(x) confirms that all conditions precedent set forth in Section 4.2other than one or more Reliant CPs have been satisfied, (y) identifies any such ReliantCPsthatremain unsatisfied(the“OutstandingCPs”)and (z)certifiesthatSellerhasused its reasonable best efforts to satisfy each such Outstanding CP.

(b)    BuyerClosingElection.IftheCPStatusNoticeidentifiesOutstandingCPs, Buyer shall notify Seller in writing no later than five (5) Business Days after receipt of the CP

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StatusNotice(the“BuyerClosingElection”)whetherBuyerelectsto(A)proceedtoFundingand require Seller to satisfy any such Outstanding CPs within thirty (30) days following the First FundingDate(the“Post-ClosingDeliveryPeriod”),or(B)declinetoproceedtoFunding.Forthe avoidance of doubt, (x) only the Outstanding CPs may be subject to satisfaction during the Post-Closing Delivery Period, and all other conditions precedent set forth in Section 4.2must be satisfiedorwaivedasaconditiontoFunding,and(y)anyOutstandingCPthesatisfactionofwhich Buyer elects to agree to defer until the Post-Closing Delivery Period shall become a covenant of Seller to be satisfied within such period.

(c)    Funding Dates. If Buyer delivers a Buyer Closing Election electing to proceed to Funding pursuant to Section 4.3(b)(A),the Parties shall proceed with Funding in accordance with Section 3.3.

(d)    TerminationRight.IfBuyerdeliversaBuyerClosingElectiondecliningto proceed to Funding pursuant to Section 4.3(b)(B),either Party may terminate this Agreement by written notice to the other Party delivered within five (5) Business Days following Buyer’s delivery of the Buyer Closing Election. If Buyer fails to timely deliver a Buyer Closing Election pursuant to Section 4.3(b), Buyer shall be deemed to elect to proceed to Funding.

ARTICLE V

REPRESENTATIONSANDWARRANTIES

5.1    Representations and Warranties of Seller Relating to Seller, theProject Company,andtheProject.Sellerherebyrepresentsand warrantstoBuyer, asoftheEffectiveDateand each FundingDate,asfollows;providedthatanyrepresentationandwarrantysetforthinthisSection5.1madeonlyas ofaspecifieddateshall bemade solely asofsuch date:

(a)    EachofSellerandtheProjectCompanyisalimitedliabilitycompanyduly organized,validlyexisting,andingoodstandingunderthelawsofitsjurisdictionofformationand hasall requisitelimitedliabilitycompanypowerandauthoritytocarryonitsbusinessasitiscurrently conducted,exceptashasnothad,andcouldnotreasonablybeexpectedtohaveaMaterialAdverse Effect.

(b)    Seller has all requisite limited liability company power and authority to execute and deliver thisAgreement, to perform its obligations hereunder, and to consummate the transactions contemplated herein. The execution, delivery, and performance by Seller of this Agreement and the consummation of the transactions contemplated hereunder have been duly authorized by all necessary limited liability company action on the part of Seller.

(c)    This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution, and delivery by Buyer) constitutes the legal, valid, and bindingobligationofSeller,enforceableagainstSellerinaccordancewithitsterms,exceptassuch enforceability may be limited by applicable Bankruptcy or other similar laws affecting the enforcementofcreditors’rightsandsubjecttogeneralequitableprinciples(regardlessofwhether enforcementissoughtinaproceedingatlaworinequity).

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(d)    None of the execution and delivery by Seller of this Agreement or the performance of the obligations of Seller hereunder, nor the consummation by Seller of the transactions contemplated herein will, directly orindirectly (with or without notice, lapse of time or both) conflict with, result in any breach or violation of, constitute a default under, give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, modification, imposition of additional obligations or loss of rights under, result in any payment becoming due under, result in the imposition of any lien upon or with respect to the Transferred Tax Credits under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under (i) the Organizational Documents of Seller, (ii) any contract or permittowhichSellerisapartyorbywhichanyofitsrespectiveassetsarebound,or(iii)any ApplicableLawstowhichSellerissubjectoranyPermit,except,inthecaseofclause(ii),ashave not had, and could not reasonably be expected to have, a Material Adverse Effect.

(e)    Nodefault(oreventthat,withthegivingofnoticeorthepassageoftimeor both, would constitute a default) has occurred and is continuing under any of the Transaction DocumentsorProjectDocumentsthathashad,orcouldreasonablybeexpectedtohave,aMaterial AdverseEffectoramaterialadverseeffectonBuyer,andtheTransactionDocumentsandProject Documents are in full force and effect.

(f)    Seller is not a party to, subject to, or bound by any contract with, or any judgment, order, writ, prohibition, injunction, or decree of, any court or other Governmental Authority, which has had, or could reasonably be expected to (i) prevent the consummation by Seller of the transactions contemplated herein or (ii) have a Material Adverse Effect.

(g)    No action, suit, investigation, proceeding, or claim by or against, or involving the business or property of, Sponsor, Seller, or the Project Company is pending or threatenedinwriting,beforeanycourtorGovernmentalAuthority,thathashad,orcouldreasonably be expected to (i) prevent the consummation by Seller of the transactions contemplated herein or (ii)haveaMaterialAdverseEffect.

(h)    Seller and the Project Company are in compliance in all material respects withallApplicableLawsandordersofanyGovernmentalAuthorityapplicabletothem,exceptfor any noncompliance as has not had, and could not reasonably be expected to (i) prevent the consummation by Seller of the transactions contemplated herein or (ii) have a Material Adverse Effect.

(i)    As of each Funding Date, the Project has secured all applicable Permits necessary to permit the development, construction, installation, use, and operation of the Project (otherthanwithrespecttomattersthathavenothad,andcouldnotreasonablybeexpectedtohave, a Material Adverse Effect).

(j)    Other than the filing of any applicable Transfer Election Statement(s), no consents, approvals, authorizations, waivers, licenses, registrations, declarations, qualifications, filings,ornoticesofortoPersons,includingGovernmentalAuthorities,arerequiredinconnection withtheexecutionanddeliverybySellerofthisAgreement,theperformanceoftheobligationsof Seller hereunder, or the consummation by Sellerof the transactions contemplated herein, in each

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case, other than those consents, approvals, authorizations, waivers, licenses, registrations, declarations, qualifications, filings, or notices that were obtained prior to, or will be obtained concurrently with,theEffective Datehereunder.

(k)    No Material Adverse Effect has occurred, is continuing, or, to the knowledge of Seller, is reasonably expected to occur.

(l)    NeitherSellernorSponsor,northeProjectCompanyhas(i)intentionallyor willfully breached this Agreement or any of the other Transaction Documents to which Seller, Sponsor or the Project Company is a party to or (ii) failed to perform any of their respective materialobligationsunderthisAgreementoranyoftheotherTransactionDocuments.ToSeller’s knowledge, no material breach of this Agreement by Seller, and no material breach by Seller, Sponsor, Guarantor or the Project Company under any of the other Transaction Documents to which Seller, Sponsor, Guarantor or the Project Company is a party to, has occurred and is continuing.

(m)    TransferredTaxCredits.

(i)    Seller is not related to Buyer (or any member of its consolidated group) within the meaning of Section 267(b) or 707(b)(1) of the Code.

(ii)    Absent the transactions contemplated by this Agreement, Seller would be eligible to claim the Transferred Tax Credits, and no other Person is eligible to claim the Transferred Tax Credits.

(iii)    None of the Transferred Tax Credits were transferred to Seller pursuant to Section 6418 of the Code.

(iv)    None of the Transferred Tax Credits have been carried forward or backward from any other taxable year.

(v)    The Transferred Tax Credits are “eligible credits” under Section 6418(f)(1)(A)(ix) of the Code.

(vi)    During the Taxable Year, Seller was an “eligible taxpayer” within the meaning of Section 6418(f) of the Code and a partnership for U.S. federal income tax purposes.

(vii)    Seller became the owner of the Project for U.S. federal income tax purposespriortoanyportionoftheProjecthavingbeenPlacedinServiceandremainsthe owner of the Project for such purposes.

(viii)    ForpurposesofcomputingtheTransferredTaxCredits,thetaxbasis of the ITC Eligible Property comprising the Project is not less than that specified in the Cost Segregation Report.

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(ix)    Construction of the Project began, within the meaning of Section 48(a)(9)(B)(ii) of the Code and IRS Notice 2018-59, before January 1, 2025.

(x)    TheProjectiseligiblefor theECBonus.

(xi)    TheProjectiseligiblefor theDCBonus.

(xii)    The Project and each Block comprising the Project was Placed in Service as of the date specified in the Placed in Service Certificate.

(xiii)    The Project is treated as a single project under Section 48(a)(9)(A)(ii) of the Code and Treasury Regulations Section 1.48-13(d).

(xiv)    OtherthanascontemplatedbythisAgreement,Sellerhasnotmade, oragreedtomake,anelectionunderSection6418(a)oftheCodetotransferanyportionof the Transferred Tax Credits to any Person other than Buyer.

(xv)    NoportionoftheProjecthasbeenfinancedwithanyproceedsfrom the issuance of any obligations the interest on which is exempt from U.S. federal income tax under Section 103 of the Code.

(xvi)    None of the Tax Credits for which the Project is eligible is limited by Section 49 of the Code.

(xvii)    NoitemofpropertycomprisingtheProjectistreatedas“tax-exempt use” property within the meaning of Section 168(h) of the Code.

(xviii)    None of Seller, the Project Company or any of their respective Affiliates has entered into any financing agreement with a lender pledging a security interest in theProject orin theequity interests oftheProject Company or any otherentity in the chain of ownership between Seller and the Project Company that is disregarded as separatefromSellerforfederalincometaxpurposes,exceptwithrespecttoanyfinancing which has been paid off in full or will be paid off in full on or prior to the First Funding Date.

(n)    Seller only has one taxable year ending in calendar year 2025 and such taxable year ends on December 31, 2025.

(o)    TheTransferredTaxCreditsare“determinedwithrespectto”Sellerwithin the meaning of Treasury Regulations Section 1.6418-2(a)(4)(iii).

(p)    Less than twenty percent (20%) of the fair market value of the property, parts, components, and equipment incorporated into the Project consists of property, parts, components, and equipment used by a Person other than the Project Company (other than in connection with the construction, start up, testing, and commissioning of the Project).

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(q)    To Seller’s knowledge, the Project does not include any equipment that wouldreasonablybeexpectedtobe(i)prohibitedbytheU.S.DepartmentofCommerceunderthe CommunicationsSystemsExecutiveOrder,excepttotheextentthatuseofsuchequipmentinthe Project would not cause a material adverse effect on the business or financial condition of the Project, or (ii) subject to unpaid custom duties, antidumping and/or countervailing duties, tariffs, importdutiesorsimilarobligations(includingifanysuchobligationsareimposedonaretroactive basis)thatareunpaidorforwhichappropriatereserveshavenotbeenmade,andthenon-payment ofwhichhashad,orcouldreasonablybeexpectedtohave,aMaterialAdverseEffect.ToSeller’s knowledge,SellerhasnotimportedandwillnotimportintotheUnitedStatesmaterialequipment for use in the Project if such import violated the Xinjiang Restrictions.

(r)    Sponsor, Guarantor, Seller and the Project Company have been and continueto remain in compliancein all material respects with all ApplicableLaws relating to the prevention of corruption orbribery (including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Anti-Kickback Act of 1986, as amended, and any other Applicable Laws of similar effect promulgated, enforced, or administered by any Governmental Authority in the jurisdictions where the Project conducts business (collectively “Anti-Corruption Laws”)). To Seller’sknowledge,thereisnoactionthreatenedorpendingagainstSponsor,Guarantor,Selleror theProjectCompany beforeanycourtorotherGovernmental Authoritywithrespectto anyAnti-Corruption Laws.

(s)    Sponsor, Guarantor, Seller and the Project Company have been and continue to remain in compliance in all material respects with all Anti-Terrorism and Money LaunderingLawsandRegulations.ToSeller’sknowledge,thereisnoactionthreatenedorpending againstSponsor,Guarantor,SellerortheProjectCompanybeforeanycourtorotherGovernmental Authority with respect to any Anti-Terrorism and Money Laundering Laws and Regulations.

(t)    All certificates executed and delivered to Buyer by Seller or its Affiliates pursuant to this Agreement are true, correct and complete in all respects and all documentation and written information provided to Buyer for purposes of Buyer’s due diligence review is true, correct, and complete in all material respects; providedthat Seller makes no representation or warrantywithrespecttoprojectionsorotherforward-lookingstatementsprovidedbyoronbehalf of Seller or its Affiliates (including the proforma base case mode for the Project and the assumptions set forth therein); provided, further, that, with respect to any information that is expressly identified as being obtained from a publicly-available third-party source and described as not being independently verified, this representation is made only to the knowledge of Seller.

5.2    RepresentationsandWarrantiesofBuyer.Buyerherebyrepresentsandwarrantsto Seller, as of the Effective Date and each Funding Date, as follows:

(a)    Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to carry on its business as it is currently conducted except as would not reasonably be expected to prevent, materially delay, or materially restrict orimpair the ability ofBuyerto carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

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(b)    Buyerhasallrequisitecorporatepowerandauthoritytoexecuteanddeliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplatedherein.Theexecution,delivery,andperformancebyBuyerofthisAgreement andthe consummation of the transactions contemplated hereunder have been duly authorized by all necessary corporate action on the part of Buyer.

(c)    This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution, and delivery by Seller) constitutes the legal, valid, and bindingobligationofBuyer,enforceableagainstBuyerinaccordancewithitsterms,exceptassuch enforceability may be limited by applicable Bankruptcy or other similar laws affecting the enforcementofcreditors’rightsandsubjecttogeneralequitableprinciples(regardlessofwhether enforcementissoughtinaproceedingatlaworinequity).

(d)    None of the execution and delivery by Buyer of this Agreement, the performanceoftheobligationsofBuyerhereunder,northeconsummationbyBuyerofthe transactions contemplated herein will, directly orindirectly (with or without notice, lapse of time or both) conflict with, result in any breach or violation of, constitute a default under, give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, modification, imposition of additional obligations or loss of rights under, result in any payment becoming due under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under (i) theOrganizationalDocumentsofBuyer,(ii) any contractor permit to which Buyer is a party or by which any of its respective assets are bound, or (iii) any ApplicableLawtowhichBuyerissubject,except,inthecaseofclause(ii),ashavenot,andwouldnot reasonably be expected to, materially restrict or impair the ability of Buyer to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

(e)    Buyerisnotapartyto,subjectto,orboundbyanycontractorotherbinding commitment,oranyjudgment,order,writ,prohibition,injunction,ordecreeofanyGovernmental Authority, which would prevent the consummation by Buyer of the transactions contemplated herein.

(f)    No action, suit, investigation, proceeding, or claim by or against, or involving the business or property of, Buyer is pending or threatened in writing, before any GovernmentalAuthority,thatwouldreasonablybeexpectedtopreventtheconsummationbyBuyer of the transactions contemplated herein.

(g)    BuyerisincomplianceinallmaterialrespectswithallApplicableLawsand ordersofanyGovernmentalAuthorityapplicabletoit,exceptforanynoncomplianceaswouldnot reasonably be expected to prevent the consummation by Buyer of the transactions contemplated herein.

(h)    Other than the filing of the Transfer Election Statement(s), no consents, approvals, authorizations, waivers, licenses, registrations, declarations, qualifications, filings, or noticesofortoPersons,includingGovernmentalAuthorities,arerequired in connection with the execution and delivery by Buyer of this Agreement, the performance of the obligations of Buyer hereunder, or theconsummation byBuyerofthetransactionscontemplatedherein.

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(i)    ToBuyer’sknowledge,BuyerisnotrelatedtoSellerwithinthemeaningof Section 267(b) or 707(b)(1) of the Code.

(j)    Buyerisa“taxpayer”withinthemeaningofSection6418(a)oftheCode.

(k)    BuyerisacquiringtheTransferredTaxCreditssolelyforitsownaccount.

ARTICLE VI

COVENANTS

6.1    SellerCovenants.Sellerherebycovenantsand agreesasfollows:

(a)    Tax Year. Seller shall report as a calendar year taxpayer for U.S. federal incometaxpurposesforeachofitstaxableyearendingonDecember31,2025,andonDecember 31, 2026.

(b)    RelatedPerson.Sellershallnottakeanyaffirmativeactionthatwouldcause SellertobecomerelatedtoBuyerwithinthemeaningofSection267(b)or707(b)(1)oftheCode.

(c)    Transferred Tax Credits. During the Compliance Period, Seller shall not, and shall cause the Project Company not to, take any action that would, or fail to take any action the absence of which would, be reasonably expected to cause any Recapture, Disallowance, or deferraloftheTransferredTaxCredits.Assoonaspracticable,butnotlaterthanfifteen(15)days aftertheoccurrencethereof,SellershallprovidetoBuyerareasonablydetaileddescriptionofany eventreasonablyexpectedtoresultinDisallowance,Recapture,ordeferraloftheTransferredTax CreditsandshallotherwisecomplywiththenotificationrequirementsunderTreasuryRegulations Section 1.6418-5(d)(2)(i) to the extent applicable.

(d)    Maintenance of Insurance. From the Effective Date through the end of the Compliance Period, Seller will cause the Project Company to maintain customary property and casualty insurance.

(e)    Compliance.SubjecttoSection6.1(f),Sellerwillcomplywithallpre-filing registration requirements under Treasury Regulations Section 1.6418-4 and will duly and timely file all tax elections, tax forms, and other relevant documentation and take any other compliance actions, in each case, as necessary or advisable to effectuate the transfer of the Transferred Tax Credits to Buyer pursuant to Section 6418 of the Code.

(f)    IRSPre-FilingRegistration.Sellershall(i)applyforapre-filingregistration number(s) fortheportion ofthe Project generating Tax Credits in each TaxableYear through the IRS electronic registration system within sixty (60) days of the date on which the last portion of the Project generating Tax Credits in the applicable Taxable Year is Placed in Service; providedthat, if the IRS electronic registration system is not available as of such date (including any unavailabilityduetosystemfailuresorothertechnicalissues),Sellershallapplyforsuchpre-filing registration number(s)within thirty (30)days ofsuch system becoming available; and (ii)deliver to Buyer a copy of such completed pre-filing registration. Seller shall provide to Buyer any pre-

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filing registration number(s)issued by the IRS with respect to theProject promptly following the issuance thereof by the IRS.

(g)    TransferElection.

(i)    ExecutionofTransferElectionStatement.Totheextentnotalready delivered pursuant Section 4.2(a)(xii), Seller shall cooperate with Buyer to finalize and execute the Transfer Election Statement(s) with respect to the Transferred Tax Credits as promptly as possible after receipt of the applicable pre-filing registration number(s) from the IRS and in no case later than sixty (60) days prior to the due date for Seller’s filing thereof.

(ii)    Records. Seller will maintain records substantiating all elections to transfer the Transferred Tax Credits to Buyer pursuant to Section 6418 of the Code, as required by Applicable Law.

(h)    Financing Agreements. Except with respect to any financing which has beenorwillbepaidoffinfullonorpriortotheFirstFundingDate,duringtheCompliancePeriod, none of Seller, the Project Company, nor any of their respective Affiliates will enter into any financing agreement, contract or other binding commitment with a lender or any other Person pledging a security interest in the property or assets comprising the Project or the direct membershipinterestsoftheProjectCompanyoranyotherentityinthechainofownershipbetween Sellerand theProject Company that is disregarded as separatefrom Seller forfederal income tax purposes.

(i)    No Inconsistent Position. Seller shall not claim any of the Transferred Tax CreditsonitsU.S.federalincometaxreturnsagainstitsowntaxliabilitynortakeanypositionfor taxreportingpurposesinconsistentwithasaleortransferoftheTransferredTaxCreditstoBuyer.

(j)    No Transfers to Other Persons. Seller shall not make an election under Section 6418(a) of the Code to transfer any of the Transferred Tax Credits to a Person other than Buyer.

(k)    PWA Requirements. Seller shall take all commercially reasonable actions to ensure that the Project complies with the PWA Requirements until the end of the Compliance Period, including by curing or causing to be cured by the applicable contractor any instances of non-compliancewithinthetimeperiodrequiredunderSections45(b)(7)(B)and45(b)(8)(D)ofthe Code and Treasury Regulations Sections 1.45-7(c) and 1.45-8(f)(2), as applicable.

(l)    PWAReporting.Assoonasreasonablypracticableafterthereceiptthereof, Seller shall deliver to Buyer a copy of any PWA Assurance Report received from the PWA Consultant after the PWA Assurance Reports delivered pursuant to Section 4.1(b)(xxiv)and Section 4.2(a)(iv). To the extent any physical work is performed on any tangible property comprisingtheProjectaftertheFirst FundingDateuntiltheendoftheCompliancePeriod,Seller shall reasonably consult with its advisors to determine whether such work constitutes “alteration or repair” within the meaning of Section 48(a)(10)(A)(ii) of the Code. To the extent any such

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“alteration or repair” is performed with respect to the Project in any calendar year during the CompliancePeriod,withinonehundredandtwenty(120)daysaftertheendofeachsuchcalendar year,SellershallnotifyBuyeroftheoccurrenceofsuch“alterationorrepair”duringthepreceding calendar year and shall deliver to Buyer evidence reasonably satisfactory to Buyer of the compliance of such “alteration or repair” work with the PWA Requirements.

(m)    TCL Policy. Sponsor (i)shall timely pay any underwriting fees and premiums with respect to the TCL Policy and shall, promptly after payment thereof, deliver to Buyer evidence of such payment; (ii)shall comply in all material respects with the terms of the TCLPolicy;(iii)shallnottakeanyactionorfailtotakeany actionthatwouldinvalidatetheTCL Policy or (other than pursuing a valid claim for recovery thereunder) result in a reduction in proceeds otherwise payable thereunder; (iv)without having first received the written consent of Buyer,shallnot(A)materiallychangeoramend,orotherwisesubstitutetheTCLPolicy, (B)consenttoanassignmentbyanyinsurerofitsobligationsundertheTCLPolicy,or(C)consent toortakeanyotheractioninitscapacityas“NamedInsured”undertheTCLPolicythatmaterially affectstherightsofBuyer(includingamountsrecoverablebyBuyer)undertheTCLPolicy;and (v)shallprovideBuyerpromptlywithcopiesofallmaterialcorrespondencesenttoorreceived fromtheinsurersortheinsurers’representativesinconnectionwithanyclaimsubmittedunderthe TCL Policy.

(n)    Tax-Exempt Ownership. Until the end of the Compliance Period, Seller shall ensurethat no Person that holds adirect orindirect interest in Seller (excluding any indirect owner that owns its indirect interest through a taxable C corporation that is not a “tax-exempt controlled entity” within the meaning of Section 168(h)(6)(F)(iii) of the Code) is a Disqualified Entity.

(o)    Foreclosure.IfanydirectorindirectinterestsinSellerareforeclosedupon, Sellershall(i)ensurethattherelevantsecuredpartiesareprohibitedfromtransferringsuchequity interestsduringtheCompliancePeriodinamannerthatwouldreasonablybeexpectedtoresultin aRecapture,DisallowanceordeferraloftheTransferredTaxCredits,and(ii)requiresuchsecured parties to take all necessary steps to prevent the actual or deemed dissolution or termination of Seller as a partnership for U.S. federal income tax purposes as a result of such foreclosure.

(p)    MaterialAdverseEffect.Assoonaspracticable,butnotlaterthanfifteen (15)BusinessDaysaftertheoccurrencethereof,SellershallprovideBuyerwithnoticeofany Material Adverse Effect.

(q)    Financial Statements. Not later than onehundred and fifty (150) days after the end of each calendar year, beginning with the year ended December 31, 2025, through the calendaryearinwhichtheCompliancePeriodends,SellershallprovidetoBuyerauditedfinancial statements of Guarantor, in each case prepared on a GAAP basis.

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6.2    BuyerCovenants.Buyer herebycovenantsandagreesasfollows:

(a)    No Inconsistent Position. Unless otherwise required by Applicable Laws, BuyershallnottakeanypositiononanyU.S.federalincometaxreturninconsistentwithatransfer of the Transferred Tax Credits to Buyer.

(b)    Further Transfer of Transferred Tax Credits. Buyer shall not make an electionunderSection6418(a)oftheCodetotransferanyoftheTransferredTaxCreditstoanother Person.

(c)    Related Party. Buyer shall not take any affirmative action which would causeBuyerto becomerelated to Seller within themeaning of Section267(b)or707(b)(1)ofthe Code.

(d)    Reporting and Recordkeeping Requirements. Buyer shall cooperate with Seller to finalize and execute the Transfer Election Statement(s) with respect to the Transferred Tax Credits no later than sixty (60) days prior to the due date for Seller’s filing thereof.

(e)    TCL Policy. Buyer shall (i) comply in all material respects with the terms of the TCL Policy and (ii) not take any action or fail to take any action that would invalidate the TCL Policy or(otherthan pursuing avalid claim forrecovery thereunder) result in areduction in proceeds otherwise payable thereunder.

ARTICLE VII

TAXPROCEEDINGS

7.1    Tax Proceedings Generally. In the event of a Tax Proceeding, the Party that first receives notice or obtains actual knowledge of such Tax Proceeding shall promptly, but not later than ten (10) Business Days after receiving such notice or obtaining such actual knowledge, providewrittennoticethereoftotheotherParty.Suchnoticeshallspecifyinreasonabledetailthe basis for such Tax Proceeding and shall include a copy of the relevant portion of any correspondence received from the relevant Governmental Authority.

7.2    Control of Proceedings. Subject to the requirements of the TCL Policy (including the right of the insurer to participate in a Tax Proceeding):

(a)    WithrespecttoanyTaxProceedingbroughtagainstBuyer:

(i)    Buyershallusecommerciallyreasonableeffortstorequestthatany portion of any audit, examination, or proceeding initiated by the IRS against Buyer that relates to theTransferred Tax Credits beconverted into an audit orexamination ofSeller;

(ii)    If Buyer is not successful in converting the audit or examination from Buyer to Seller, Buyer shall conduct the defense of such Tax Proceeding (including anysubsequentcontestorproceeding)diligently,ingoodfaithandinanon-discriminatory manner;

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(iii)    Seller shall have the right to participate in the Tax Proceeding (including participation in any scheduled meetings or conferences related to the Tax Proceeding with the relevant Governmental Authority), in each case, at its own expense and with its own counsel;

(iv)    Buyer shall promptly share with Seller all written correspondence Buyerreceivesfrom,andprovidesto,therelevantGovernmentalAuthoritywithrespectto such Tax Proceeding and shall conferin good faith with Sellerbefore making any written or substantive oral communication related to such Tax Proceeding to any Governmental AuthorityandotherwisekeepSellerreasonablyinformedofanymaterialdevelopmentsin such Tax Proceeding;

(v)    Buyer shall confer in good faith with Seller with respect to the strategyforconductingsuchTaxProceedingandbeforemakinganywrittenorsubstantive oralcommunicationrelatedtosuchTaxProceedingandallowSellertocommentondrafts of material filings, and Buyer shall implement Seller’s reasonably requested comments overstrategy,andincorporateSeller’sreasonablyrequestedcommentsincommunications, draftsandfilings,ineachcaseexcepttotheextentthatBuyerconsiderssuchcommentsto be inaccurate or misleading or to the extent they would have an adverse impact on any other portion of a larger audit, examination, or other contest of which the relevant Tax Proceeding forms one portion;

(vi)    Forthe avoidanceofdoubt,nothingshall(I) requireBuyertoshare internal or privileged communications or materials with Seller, (II) permit Seller to participate in any scheduled meetings or conferences with the IRS relating to any Tax ProceedingofBuyerunlessBuyerobtainsreasonableassurancefromtheapplicabletaxing authority that no topics or issues unrelated to such Tax Proceeding would be discussed in such meetings and conferences (which Buyer shall seek), (III) afford Seller any right to control any Tax Proceeding of Buyer, or (IV) allow Seller to participate in any meetings, conferencesorproceedings(whether,inperson,virtual,telephonic,orotherwise)withthe IRS that occurs prior to the issuance by the IRS of a Form 4564 (Information Document Request); and

(vii)    Neither Buyer nor any of its Affiliates shall enter into a settlement with a Governmental Authority concerning the Transferred Tax Credits, or reject a settlementproposedbyaGovernmentalAuthorityconcerningtheTransferredTaxCredits, without thepriorwritten consent ofSeller(such consent not to beunreasonably withheld, conditioned, or delayed); providedthat, once Buyer has exhausted all available administrativeremedies(including,inthecaseofaU.S.federalTaxProceeding,pursuing an appeal to the IRS Office of Independent Appeals) and has received a final judgment following a judicial proceeding in a court of competent jurisdiction, Buyer shall not be required to institute an appeal of such judgment or to further pursue the related Tax ProceedingifitisnotrequiredtodosobytheinsurersundertheTCLPolicyunlessSeller providesanopinionofanationallyrecognizedtaxcounselreasonablyacceptabletoBuyer that Buyer “should” prevail on such appeal.

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(b)    With respect to any Tax Proceeding brought against Seller (or convertedfrom a Tax Proceeding originally brought against Buyer):

(i)    Seller shall conduct the defense of such Tax Proceeding (including any subsequent contest or proceeding);

(ii)    Buyer shall have the right to participate in the Tax Proceeding (including participation in any scheduled meetings or conferences related to the Tax Proceeding with the relevant Governmental Authority), in each case, at its own expense and with its own counsel;

(iii)    Seller shall share with Buyer all written correspondence Seller receives from the relevant Governmental Authority with respect to such Tax Proceeding and shall confer in good faith with Buyer before making any written or substantive oral communication related to such Tax Proceeding to any Governmental Authority and otherwise keep Buyer reasonably informed of any material developments in such Tax Proceeding; and

(iv)    Once Seller has exhausted all available administrative remedies (including, in the case of a U.S. federal Tax Proceeding, pursuing an appeal to the IRS Office of Independent Appeals) and has received a final judgment following a judicial proceeding in a court of competent jurisdiction, Seller shall only be permitted to institute anappealofsuchjudgmentpreviouslyrenderedif(A)itisrequiredtodosobytheinsurers pursuant to the TCL Policy, or (B) it provides an opinion of a nationally recognized tax counsel reasonably acceptable to Buyer that Seller is “more likely than not” to prevail on such appeal.

ARTICLE VIII

INDEMNIFICATION

8.1    Indemnification of Seller. Buyer shall indemnify, defend, reimburse, and hold harmlessSeller,fromandagainstanyandallDamagesassertedagainst,imposedupon,orincurred bySeller,directlyorindirectly,byreasonoforresultingfrom(a)thebreachorinaccuracyofany representation or warranty of Buyer contained in this Agreement or in any certificates or other documentsexecutedanddeliveredbyitpursuanttoArticleIV,(b)thebreachorfailuretoperform byBuyerofanycovenant,undertaking,oragreementcontainedinthisAgreement,or(c)thegross negligence, fraud, or willful misconduct of Buyer.

8.2    IndemnificationofBuyer.

(a)    Subject to the terms and conditions of this Section 8.2, Sponsor shall indemnify, defend, reimburse, and hold harmless Buyer, from and against any and all Damages asserted against, imposed upon, or incurred by Buyer, directly or indirectly by reason of or resulting from (i) the Disallowance or Recapture of any Transferred Tax Credits, (ii) without duplication of any losses indemnified under the preceding clause (i), the breach or inaccuracy of any representation, warranty or covenant of Seller contained in this Agreement or in any

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certificatesorotherdocumentsexecutedanddeliveredbyitinconnectionwiththisAgreement, (iii)reasonablecostsincurredbyBuyerwithrespecttoanyadministrativeorjudicialproceedings related to the Transferred Tax Credits, (iv) third-party claims relating to the Project or the TransferredTaxCreditsand(v)reasonablecostsincurredbyBuyertoenforceitsindemnification rights under this Section 8.2(a); providedthat the amount of Damages required to be paid by SponsorpursuanttothisSection8.2(a)orbyGuarantorpursuanttothetermsoftheGuarantyshall (A) be reduced to the extent of any amounts actually recovered by Buyer under the TCL Policy, excluding, for the avoidance of doubt, the portion of any payment made to Buyer under the TCL Policyintendedto“grossup”BuyerforBuyer’staxeswithrespecttothereceiptofsuchpayment (such portion, the “Insurance Tax Proceeds”), and (B) to the extent relating to the Disallowance orRecaptureofanyTransferredTaxCredits,notbepaiduntilaFinalDeterminationismadethat such Disallowance or Recapture has occurred.

(b)    SponsorshallhavenoliabilityunderSection8.2(a)foranyDamagestothe extent attributable to (i) the breach or failure to perform, as applicable, by Buyer of any representation,warranty,covenant,undertaking,oragreementcontainedinthisAgreementinany material respect, except to the extent (x) resulting from any act or omission of Seller or Sponsor, or(y)solelyattributabletoabreachofarepresentation,warranty,orcovenantofSellerorSponsor hereunderorthegrossnegligence,fraud,orwillfulmisconductofSellerorSponsor,(ii)thefraud, grossnegligence,orwillfulmisconductofBuyer,or(iii)theinabilityofBuyertoutilizeallorany portionoftheTransferredTaxCreditsintheamountthatwasvalidlytransferredbySellertoBuyer pursuant to this Agreement, including as a result of a lack of sufficient taxable income or tax capacity or tax liability.

(c)    Buyer shall, prior to making a claim for indemnification under Section8.2(a), use commercially reasonable efforts to mitigate any potential or actual Damages, such mitigation efforts shall include, but not be limited to, using commercially reasonable efforts to makeaclaimforpaymentorreimbursementpursuanttotheproceduressetforthintheTCLPolicy foranyDamagesforwhichrecoveryisnotexpresslyexcludedbythetermsoftheTCLPolicyand pursue recovery thereunder in good faith, including by exhausting all legal and contractual remedies thereunder (including, for the avoidance of doubt, receiving a final denial of coverage from the insurer) and any amounts recovered by Buyer under the TCL Policy in respect of such Damages, excluding, for the avoidance of doubt, any Insurance Tax Proceeds, shall reduce, on a dollar-for-dollar basis, the amount recoverable from the Sponsor. Without limiting any other reasonable mitigation efforts of Buyer pursuant to this Section 8.2(c), if Buyer does not recover all or any portion of such Damages under the TCL Policy after making commercially reasonable efforts, then Buyer will be permitted to make a claim against Sponsor for such unrecovered amount.

(d)    Any amounts owed to Buyer pursuant to this Section 8.2or by Buyer pursuant to Section 8.1shall be paid on an After-Tax Basis.

(e)    TheSurety Bond shall secureSponsor’s indemnification obligations under Section 8.2(a)that are excluded from coverage under the TCL Policy because of the amount of any retention that applies under the TCL Policy. Buyer shall be entitled to make a claim against

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the Surety Bond upon a Final Determination to the extent Sponsor fails to satisfy its indemnification obligations under Section 8.2(a)and Guarantor fails to make payment in full to BuyerpursuanttothetermsoftheGuarantyin connectionwithanysuchfailurebySponsor.Any amounts recovered by Buyer under the Surety Bond shall reduce, on a dollar-for-dollar basis, the amount recoverable from Sponsor under Section 8.2(a). The Surety Bond shall be released and returned to Sponsor upon the earliest to occur of: (i) the acceptance by the IRS of Buyer’s U.S. federalincometaxreturnforBuyer’staxableyearendingJune30,2026,onwhichtheTransferred Tax Credits are claimed by Buyer, through the IRS’ issuance of a Letter 590 (i.e., a “no change letter”) or similar document; or (ii) a Final Determination that the Transferred Tax Credits were properly claimed.

8.3    LimitationonLiability

(a)    Notwithstanding anything to the contrary contained in this Agreement and with the exception of claims arising from the fraud, gross negligence, or willful misconduct of Buyer, the aggregate amount payable by Buyer pursuant to Section 8.1or otherwise under this AgreementshallnotexceedtheFundingAmountplusSeller’sreasonableanddocumentedout-of-pocket costs incurred in connection with the enforcement of Seller’s claims for indemnification; providedthat the maximum liability of Buyer to Seller shall be reduced by the sum of (i) the aggregate amount of all indemnity payments made to Seller hereunder and (ii) any portion of the Funding Amount paid by Buyer to Seller.

(b)    Notwithstanding anything to the contrary contained in thisAgreement, the aggregateamountpayablebySponsorpursuanttoSection8.2orotherwise underthisAgreement shall not exceed one hundred and thirty five percent (135%) of the aggregate amount of Transferred Tax Credits;providedthattheforegoinglimitationonliabilityshallnotapplytoany Damages resulting from the fraud, willful misconduct, or gross negligence of Seller, Sponsor or any of their Affiliates.

(c)    WithoutlimitingBuyer’srightsandremediespursuanttotheGuaranty,and subjecttotheprovisionsofthisArticleVIII,Sponsor’sindemnitysetforthhereinshallbeBuyer’s sole recourse with respect to claims arising in connection with the transactions under this Agreement, and Buyer hereby waives all claims pursuant to this Agreement and the other Transaction Documents against Seller and each person holding equity interests in Seller (other than Sponsor and Guarantor).

(d)    In no event shall Seller, Guarantor, or any of their Affiliates have any liabilityunderthisAgreementfororinrespectof anypunitive,consequential,special,incidental, orexemplarydamagesofanynature,includingdamagesforlostprofitsorrevenuesorthelossor useofsuchprofitsorrevenues,damagestoreputation,anddamagesforlostopportunities,ineach case to the extent constituting consequential damages, regardless of whether such claim is based upon contract, warranty, tort (including negligence and strict liability) or other theory of law and regardless as to whether or not such damages may or may not have been reasonably foreseeable; providedthat, for the avoidance of doubt, for the purpose of this Section 8.3(d), any and all Damagesassertedagainst,imposedupon,orincurredbyBuyer,directlyorindirectlybyreasonof

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or resulting from the Disallowance or Recapture of any Transferred Tax Credits shall not be considered exemplary or consequential damages.

8.4    Survival.

(a)    The representations and warranties made by Seller and Buyer in this Agreement and in any certificate executed and delivered by Seller or Buyer pursuant to this Agreementshallsurvive untileighteen(18)monthsaftertheSecondFundingDate;providedthat therepresentationsandwarrantiesmadebySellerinthisAgreementorinanycertificateexecuted and delivered by Seller pursuant to this Agreement that relate to the eligibility of any portion of theProject forTax Credits, thedateon which any portion ofthe Project is Placed in Service, and similartaxmatters(including,butnotlimitedto,therepresentationsandwarrantiesmadebySeller inSection5.1(m))shallsurviveuntilsixty(60)daysaftertheexpirationofthestatuteoflimitations (as may be extended) applicable to Buyer’s claim of the relevant Transferred Tax Credits.

(b)    ThecovenantsandagreementsofthePartiesinthisAgreementshallsurvive in accordance with their respectiveterms until theearlierof(i)theperformanceofsuch covenant oragreementinaccordancewithitstermsand(ii)exceptassetforthinSection9.2,thetermination of this Agreement in accordance with its terms.

ARTICLE IX

TERMINATION

9.1    Termination.ThisAgreementmaybeterminated:

(a)    byBuyerupon:

(i)    theBankruptcyofSeller orSponsor;or

(ii)    Seller’s breach of this Agreement or of its covenants made under this Agreement or the failure or inaccuracy of one or more of the representations or warrantiesofSellercontainedinthisAgreementifsuchbreach,failure,or inaccuracy(A) is fraudulent, willful, or has a material adverse effect on Buyer and (B) either cannot be cured or is not cured by Seller prior to the twentieth (20th) Business Day after Seller’s receipt of written notice thereof from Buyer.

(b)    bySellerupon:

(i)    theBankruptcyofBuyer;

(ii)    Buyer’s failure to satisfy any of its payment obligations under this Agreement,ifsuchfailurehasnotbeencuredbythefifth(5th)BusinessDayafterBuyer’s receipt of written notice thereof from Seller; or

(iii)    other than as described in Section 9.1(b)(ii), Buyer’s breach of this Agreement or of its covenants made under this Agreement or the failure or inaccuracy of one or more of the representations or warranties of Buyer contained in this Agreement if

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suchbreach,failure,orinaccuracy(A)isfraudulent,willful,orhasamaterialadverseeffect on Seller and (B) either cannot be cured or is not cured by Buyer prior to the twentieth (20th) Business Day after Buyer’s receipt of written notice thereof from Seller;

(c)    byeitherPartyifanyGovernmentalAuthorityhasissuedanon-appealable final judgment or taken any other non-appealable final action, in each case having the effect of permanentlyrestraining,enjoining,orotherwiseprohibitingthetransactionscontemplatedbythis Agreement or the other Transaction Documents;

(d)    by either Party if, prior to the First Funding Date, there is a Change in Tax Lawthatresultsineither(i)aprohibitionontransfersofU.S.federalincometaxcreditscurrently permitted pursuant to Section 6418 of the Code that would apply to the transfer of Tax Credits contemplatedbythisAgreementor(ii)theProjectnolongerbeingeligibletogenerateTaxCredits, in which case Buyer’s commitment to purchase any Tax Credits shall terminate, without further liability;providedthatifaChangeinTaxLawsolelyreduces,orisreasonablyexpectedsolelyto reduce, the amount of Tax Credits for which Seller is eligible with respect to the Project that are availabletotransfertoBuyer,thenthisAgreementshallnotterminateand,instead,thisAgreement shallbeamendedtoprovideforthetransfertoBuyerofthereducedamountofTaxCreditswhich Seller remains eligible or is expected to remain eligible to claim with respect to theProject at the applicable Purchase Price Rate;

(e)    byeitherPartypursuanttoSection4.3(d);or

(f)    bythemutual writtenconsent oftheParties.

9.2    EffectofTermination.

(a)    If this Agreement is terminated pursuant to Section 9.1, all further obligationsofthePartiesunderthisAgreement(otherthantheprovisionsthatsurvivethe expirationorterminationofthisAgreementpursuanttoSection9.2(b))shallbeterminatedwithout furtherliabilityorobligationofanyPartyhereunder,andtheexerciseofsuchrightoftermination will not be an election of remedies; provided, however, that (i) nothing herein shall relieve any Party from liability in accordance with the terms and provisions of this Agreement for its breach of the terms or provisions of this Agreement prior to such termination; (ii) in the event that this Agreement is terminated prior to the First Funding Date pursuant to Section 9.1(a) or Section9.1(c), Sponsor shall promptly, and no later than five (5) Business Days of such termination, reimburse Buyer for all Third-Party Costs incurred by Buyer through such termination (less the amount ofall such Third-Party Costs previously reimbursed by Sponsoror its Affiliates to Buyer pursuant to this Agreement) pursuant to Section 3.4(a); and (iii) in the event that this Agreement isterminatedpriortotheFirstFundingDatepursuanttoSection9.1(b)orSection9.1(d),Sponsor shallpromptly,andnolaterthanfive(5)BusinessDaysofsuchtermination,reimburseBuyerfor all Third-Party Costs incurred by Buyer through such termination (less the amount of all such Third-Party Costs previously reimbursed by Sponsor or its Affiliates to Buyer pursuant to this Agreement) pursuant to Section 3.4(b).

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(b)    Regardless of the reason for termination, and without limiting any of Section 9.2(a), this Section 9.2, Article VIII (subject to the limitations and survival periods set forththerein)andArticleXwillsurviveanyterminationofthisAgreementwithrespecttoanyand all Transferred Tax Credits.

ARTICLE X

GENERALPROVISIONS

10.1    BurdenandBenefit.ThisAgreementshallbebindinguponandinuretothebenefit of the successors and permitted assigns of the respective Parties.

10.2    Governing Law. THIS AGREEMENT SHALL BE DEEMED MADE AND PREPAREDANDSHALLBECONSTRUEDANDINTERPRETEDINACCORDANCEWITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLESOFCONFLICTSOFLAWS(OTHERTHANSECTION5-1401AND5-1402OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY TO THIS AGREEMENT).

10.3    Counterparts.DeliveryofanexecutedcounterpartofthisAgreementmaybemade by telefacsimile, electronic mail (including portable document format (.pdf)), or other electronic signature pursuant to the Uniform Electronic Transactions Act, and all counterparts so executed shallconstituteoneagreementbindingonallParties,notwithstandingthatallthePartiesshallnot have signed the same counterpart.

10.4    Separability of Provisions; Reformation and Rescission. Each provision of this Agreementshallbeconsideredseparable,andifforanyreasonanyprovisionwhichisnotessential totheeffectuationofthebasicpurposesofthisAgreementisdeterminedtobeinvalidandcontrary toanyexistingorfuturelaw,suchprovisionshall bereformed asnecessary toeffecttheintention of the Parties and make the provision legal, valid, and enforceable. Unless the inability to reform such clause or provision precludes a Party from receiving the principal benefits intended to be incurred by this Agreement, the remainder of the Agreement will not be affected thereby.

10.5    EntireAgreement.This Agreement andtheother TransactionDocumentstogether set forth all (and are intended by the Parties to be an integration of all) of the representations, promises, agreements, and understandings among the Parties with respect to their subject matter, andtherearenorepresentations,promises,agreements,orunderstandings,oralorwritten,express or implied, among them other than as set forth or incorporated herein or therein.

10.6    Notices.

(a)    Any notices, consents, demands, requests, or other communications which may be or are required to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, by electronic mail (provided that the sender of such electronic maildoesnotreceiveanautomatedmessageindicatingthattheemailwasnotdelivered,suchasa bounceback,outofoffice,orsimilarmessage),orbyanationallyrecognizedovernightcourieror

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United States registered or certified mail, postage prepaid, to the recipient at its address set forth below or such other address as a Party may specify by notice to the other Party.

(b)    Any notice required by the provisions of this Agreement to be given to Seller shall be addressed as follows:

(c)    Any notice required by the provisions of this Agreement to be given to Buyer shall be addressed as follows:

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(d)    Any notice required by the provisions of this Agreement to be given to Sponsor shall be addressed as follows:

10.7    Amendment and Waiver. Neither this Agreement nor any term hereof may be changed, amended, or terminated orally, but only by written act of the Parties (or, in respect of a waiver,thewaivingParty).Anyconsentorwaiver,express,implied,ordeemed,toorofanybreach or default by any Person in the performance by that Person of its obligations with respect to this Agreement or any action inconsistent withthis Agreement is not a consentor waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of thatPersonwithrespecttothisAgreementoranyothersuchaction.FailureonthepartofaPerson toinsistinanyoneormoreinstancesuponstrictperformanceofanyprovisionsofthisAgreement, totakeadvantageofanyofitsrightshereunder,ortodeclareanyPersonindefaultwithrespectto this Agreement, irrespective of how long that failure continues, does not constitute a waiver by thatPersonofitsrightswithrespecttothatPersonoritsrightswithrespecttothatdefaultuntilthe applicablestatuteoflimitationsperiodhaslapsed.Allwaiversandconsents hereundershallbein writingdulyexecutedbythePartyaffectedbysuchwaiverorconsentandshallbedeliveredtothe other Party in the manner described in Section 10.6.

10.8    Rightsand Remedies.

(a)    Unless otherwise specifically provided herein, and except for the Parties’ rights under the TCL Policy, the rights and remedies of any of the Parties hereunder shall be the exclusiveremedies with respect to breach ofthis Agreement; providedthat theexerciseofoneor moreoftheprovisionshereofshallnotprecludetheexerciseofanyotherprovisionshereof.Each of the Parties confirms that damages at law may be an inadequate remedy for breach or threat of breach of any provisions hereof. The respective rights and obligations hereunder shall be enforceableby specificperformance,injunction,orotherequitableremedy, withoutthenecessity ofpostinganybondandwithoutthenecessityofestablishingthatmonetaryreliefwouldnot

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providean adequate remedy,but,other thanthe limitationsofliabilityprovisionshereof, nothing herein contained is intended to limit or affect any rights at law or by statute or otherwise of any PartyaggrievedasagainsttheotherPartyforabreachorthreatofbreachofanyprovisionhereof, it being the intention by this paragraph to make clear that under this Agreement the respective rights and obligations of the Parties shall be enforceable in equity as well as at law or otherwise.

(b)    Totheextentpermittedbylaw,eachPartyherebyirrevocably:

(i)    consents to any suit, action, or proceeding with respect to this Agreement being brought in the federal courts for the Southern District of New York;

(ii)    waivesanyobjectionthatitmayhavenoworhereaftertothevenue of any such suit, action, or proceeding in any such court and any claim that any of the foregoing have been brought in any inconvenient forum;

(iii)    (A)acknowledgesthecompetenceofanysuchcourt,(B)submitsto theexclusivejurisdictionofanysuchcourtinanysuchsuit,action,orproceeding,and(C) agrees that the final judgment in any such suit, action, or proceeding brought in any such court shall be conclusive and binding upon it and may be enforced in any court to the jurisdictionofwhichitisormaybesubjectbyasuituponsuchjudgment,acertifiedcopy of which shall be conclusive evidence of its liability;

(iv)    agrees that service of process in any suit, action, or proceeding broughtinanysuchcourtmaybemadeatitsaddresssetforthinSection10.6,orsuchother address designated by it pursuant to the terms of Section 10.6;

(v)    waives all claims of error by reason of any service effected in accordance with the provisions of subparagraph (iv)above and agrees that such service shall in every respect effect service upon it in any suit, action, or proceeding and shall be taken and held to be valid personal service upon or personal delivery to it, to the fullest extent permitted by law; and

(vi)    waivestrialbyjuryinanyactionrelatedtothisAgreement.

10.9    Assignment.

No Party nor any Person required to provide documentation under this Agreement may assign any or all of its rights, privileges, and obligations hereunder, except with the prior written consent of theParties. Notwithstanding the foregoing, (a) Buyermay assign all or aportion of its rightsandobligationsunderthisAgreementtoanyofitsAffiliatespriortotheFirstFundingDate without theprior consent ofSeller orSponsor; providedthat (i) such Affiliateassumes in writing all of Buyer’s rights and obligations under this Agreement pursuant to an assignment agreement informandsubstancereasonablysatisfactorytoSellerand(ii)Buyeragreestoretaintheobligation to pay any portion of all outstanding Funding Amount with respect to any such Transferred Tax CreditsandanyotherpaymentobligationsunderthisAgreementthatarenotpaidbysuchAffiliate; and(b)SellershallnotunreasonablywithholditsconsentforBuyertoassignitsrighttopurchase

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theTransferredTaxCreditsoranyportionthereofforaTaxableYear,toanyPersonthatassumes in writing all of Buyer’s rights and obligations under this Agreement with respect to such TransferredTaxCredits,solongasBuyerretainstheobligationtopayanyportionoftheFunding AmountwithrespecttoanysuchTransferredTaxCreditsandanyotherpaymentobligationsunder this Agreement that are not paid by the assignee.

10.10    ForwardContract.

(a)    Assuming that the Transferred Tax Credits constitute a “commodity” as defined in the Commodity Exchange Act (the “CEA”), each of the Parties acknowledges and agreesthatitintendsthatthisAgreementandthepurchaseandsaleoftheTransferredTaxCredits hereunder shall be considered a “forward contract” within the meaning of the United States Bankruptcy Code and a qualified financial contract within the meaning of the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(b)    Assuming that the Transferred Tax Credits constitute a “commodity” as defined in the CEA, the Parties confirm their determination that the purchase and sale of Transferred TaxCredits hereunder(i)arenotfuturescontractswithinthemeaningoftheCEAon the basis that such purchase and sale transactions are covered by the forward contract exclusion from such term and (ii) are not swaps within the meaning of clause (iii) of the swap definition in CEA section 1a(47)(A) on the basis that such transactions will convey future ownership of the TransferredTaxCreditsfromSellertoBuyerandarenotoptionsoreventcontractswithinclauses (i)or(ii),respectively,of theswapdefinitioninCEAsection1a(47)(A).

10.11    Confidentiality&Publicity.

(a)    Each Party agrees to keep confidential and shall not disclose (except (i) as otherwiserequiredbyApplicableLawsand(ii)toanyLendersfortheProjectandtosuchParty’s directors, officers, employees, investors (including the Preferred Equity Investor), agents, advisors, and other representatives in connection with such Person’s interests in the transactions contemplated hereby, the performance by such Party of its obligations under, the performance or exercisebysuchPartyofanyrightsorremediesunder,orthedefensebysuchPartyagainstclaims in connection with, this Agreement, or in connection with the preparation of any tax returns or financial statements) (i) the existence of and the terms and provisions of this Agreement and (ii) upon receipt from the other Party, any documentation or information (A) that is marked as “proprietary” or “confidential,” (B) that is supplied orally with a contemporaneous confidential designation, or (C) that is known or should be reasonably understood (based on the nature of the information or the manner in which it was conveyed) by the receiving Party to be confidential or proprietary information or documentation of the disclosing Party (collectively, “Confidential Information”). Each Party agrees to utilize the same standards and procedures with respect to ConfidentialInformationreceivedfromtheotherPartythatsuchreceivingPartyappliestoitsown confidential or proprietary information or documentation, but not less than reasonable care. The foregoing obligations regarding Confidential Information shall not apply to the tax treatment or tax structure of the transactions contemplated hereby, and each Party (and any employee, representative, or agent of such Party) may disclose the tax treatment and tax structure of such transactions.Theprecedingsentenceisintendedtocausethetransactionscontemplatedherebynot

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tobetreatedashavingbeenofferedunderconditionsofconfidentialityforpurposesofTreasury Regulations Sections 1.6011 4(b)(3) and 301.6111 2(a)(2)(ii) and shall be construed in a manner consistent with such purpose.

(b)    From the Effective Date, no Party shall (and each Party shall cause its Affiliates and representatives not to) issue any press release or make any public announcement relatingtotheexistenceorthesubjectmatterofthisAgreementwithoutthepriorwrittenapproval of the other Party; provided, however, that any Party may make any public disclosure relating to the subject matter of this Agreement that (i) is necessary for a Party to perform or exercise its rightsunder,ordefenditselfagainstclaimsinconnectionwith,thisAgreementor(ii)isreasonably required by, or made pursuant to, Applicable Laws or the applicable rules of any stock exchange havingjurisdictionoverthedisclosingPartyoranyofitsAffiliates;andprovided,further,that,in the case of clauses (i) and (ii), each Party shall use its commercially reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making suchreleaseorannouncement,and,inthecaseofclause(ii),thedisclosingPartyshall(A)disclose only that portion of information that it is advised by counsel in writing is legally required to be disclosedand(B)usecommerciallyreasonableeffortstoobtainanappropriateprotectiveorderor other reasonable assurance that confidential treatment will be afforded such information.

[Signaturepagesfollow]

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INWITNESSWHEREOF,thePartieshavesettheirsignaturestothisTaxCreditTransfer Agreement as of the Effective Date.

[Signature Page to Tax Credit Transfer Agreement]