EX-10.18

Exhibit 10.18

Execution Version

CREDITAGREEMENT

DATEDASOFDecember31,2024

AMONG

MN8DEVCO3 LLC

asDevco Borrower,

MN8 BLEEKER LLC

asOpco Borrower,

THELCISSUERSPARTYHERETOFROMTIMETOTIME,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

NATIXIS, NEW YORK BRANCH,

asAdministrativeAgent,

NATIXIS,NEWYORKBRANCH,

asCollateralAgent

and

NATIXIS,NEWYORKBRANCH,

asCoordinating LeadArranger, Sole Bookrunnerand Structuring Agent,

_____________________________________________________

AMERICANBEECHPROJECT,comprisinganapproximately196MWDC,140MWACsolar photovoltaic energy project located in Halifax County, North Carolina,

BLUEBIRDPROJECT,comprisinganapproximately137.6MWDC,100MWACsolar photovoltaic energy project located in Harrison County, Kentucky

and

PRAIRIEPROJECT,comprisinganapproximately183MWDC,135MWACsolarenergy photovoltaic project located in Champaign County, Illinois.

TABLE OF CONTENTS

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CREDITAGREEMENT

This Credit Agreement (this“Agreement”) is entered into as of December 31, 2024, by and among (i)MN8 DEVCO 3 LLC, a Delaware limited liability company (the “Devco Borrower”), (ii) MN8 BLEEKER LLC, a Delaware limited liability company (the“Opco Borrower”),(iii)NATIXIS,NEWYORKBRANCH,asadministrativeagentfortheLenders(in such capacity, together with any successor administrative agent appointed pursuant to Section11in such capacity, the“Administrative Agent”), (iv) NATIXIS, NEW YORK BRANCH, as collateralagentfortheSecuredParties(insuchcapacity,togetherwithitssuccessorsandpermitted assigns in such capacity, the “Collateral Agent”) and (v)THE LC ISSUERS AND LENDERS FROMTIMETOTIMEPARTYHERETO.Allcapitalizedtermsusedhereinwithoutdefinition shall have the same meanings herein as such terms are defined in Section 1.1hereof.

PreliminaryStatement

WHEREAS, the Borrower (as defined below) has, subject to the terms and conditions set forth in this Agreement, requested that the Lenders (as defined below) provide (a)a construction loan facility and (b)a bridge loan facility, which will be used to support the construction of the Projects (as defined below), subject to certain limitations set forth herein;

WHEREAS, the Borrower has, subject to the terms and conditions set forth in this Agreement,requestedthat(a)theLCIssuer(asdefinedbelow)committoissuecertainLettersof Credit (as defined below) from time to time, in each case, subject to the terms and conditions set forthherein,and(b)theLenderscommittomakeLCLoans(asdefinedbelow)totheBorrowerin order to fund any drawings on any such Letters of Credit issued hereunder; and

WHEREAS, the Lenders and the LC Issuers are willing to provide the above-referenced extensions of credit to the Borrower on the terms and subject to the conditions set forth herein.

Now, therefore, in consideration of the mutual agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION1.DEFINITIONS;INTERPRETATION.

Section 1.1.    Definitions.    Thefollowingtermswhenusedhereinshallhavethefollowing meanings:

“Acceptable Bank” means any bank or trust company which is organized or is licensed as a branch or agency under the laws of the United States of America, Canada or any state or provincethereofwhichhasacombinedcapitalandsurplusandundividedprofitsofatleast

$1,000,000,000andhasoutstandingunguaranteedandunsecuredlong-termindebtednesswhichis rated “BBB+” or better by S&P or “Baa1” or better by Moody’s.

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“AcceptableLCIssuingBank”meansanybankortrustcompanywhichisorganizedor is licensed as a branch or agency under the laws of the United States of America, Canada or any stateorprovincethereofwhichhasacombinedcapitalandsurplusandundividedprofitsofatleast $1,000,000,000andhasoutstandingunguaranteedandunsecuredlong-termindebtednesswhichis rated “A-” or better by S&P or “A3” or better by Moody’s.

“Additional Project Document” means any contract or agreement entered into by (or assignedto)anyProjectGroupMemberaftertheFinancialClosingDatethateither(a)replacesor is entered into in substitution of an existing Project Document, (b) contains obligations the performance or non-performance of which could be reasonably expected to have a Material Adverse Effect or (c) could reasonably be expected to have payments to or by the Project Group Membersoravalueinexcessof$3,000,000intheaggregateoverthetermofsuchcontractor $500,000 per year, and in each case other than Tax Credit Transfer Documents or Tax Equity Documents.

“AdministrativeAgent”isdefinedinthe preambleofthisAgreement.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“AffectedFinancialInstitution”means(a)anyEEAFinancialInstitutionor(b)anyU.K. Financial Institution.

“AffectedLender”isdefinedinSection2.13hereof.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“AgentIndemnitee”isdefinedinSection11.5hereof.

“Agents”means,collectively,theAdministrativeAgentandtheCollateralAgent.

“Agreement”isdefinedinthepreambleofthisAgreement.

“ALTA Survey” shall mean the Bluebird Survey, the American Beech Survey and the Prairie Survey.

“AlternateBaseRate”shallmean,foranyday,arateperannumequaltothegreatestof

(a)the Base Rate in effect on such day, (b)the sum of the Federal Funds Rate in effect on such day plus one half of one percent (0.5%), (c)the sum of Term SOFR in effect on such day (or, if suchdayisnotaBusinessDay,theimmediatelyprecedingBusinessDay)plusonepercent(1.0%) and (d) the Floor.Any change in the Alternate Base Rate shall be effective from and including the effective date of such change in the Base Rate, the Federal Funds Rate or Term SOFR, respectively.

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“American Beech EPC Contract” means that certain PV Engineering, Procurement and ConstructionAgreement,datedasofSeptember24,2024,byandbetweenAmericanBeechProject Company and Pure Power Contractors, LLC, as supplemented by that certain Limited Notice to Proceed,datedasofJanuary24,2024,thatcertainLimitedNoticetoProceed#2,datedasofMay 31,2024,thatcertainLimitedNoticetoProceed#3,datedasofJune24,2024,thatcertainLimited NoticetoProceed#4,datedasofAugust8,2024,thatcertainLimitedNoticetoProceed#5,dated asofAugust14,2024andthatcertainLimitedNoticetoProceed#6,datedasofOctober10,2024.

“American Beech HV BOP Agreement” means that certain HV Balance of Plant Agreement, dated as of September 27, 2024, by and between American Beech Project Company and RES America Construction Inc, as supplemented by that certain Limited Notice to Proceed, dated as of April 23, 2024, that certain Amended and Restated Limited Notice to Proceed, dated as of June 6, 2024, that certain Second Amended and Restated Limited Notice to Proceed, dated as of August 12, 2024, and that certain Third Amended and Restated Limited Notice to Proceed, dated as of August 30, 2024.

“American Beech Interconnection Construction Service Agreement” means that certainInterconnectionConstructionServiceAgreement,datedasofMay2,2022,byandamong PJMInterconnection,L.L.C.,AmericanBeechProjectCompany,andVirginiaElectricandPower Company, as amended by that certain Agreement to Amend, dated as of May 4, 2023, by and amongPJMInterconnection,L.L.C.,AmericanBeechProjectCompany,andVirginiaElectricand Power Company.

“American Beech Interconnection Service Agreement” means that certain Interconnection Service Agreement, dated as of March 25, 2022, by and among PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company, as amended by that certain Agreement to Amend, dated as of May 4, 2023, by and amongPJMInterconnection,L.L.C.,AmericanBeechProjectCompany,andVirginiaElectricand Power Company.

“American Beech JV Operating Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of AC1 ASOA LLC, dated as of January 10, 2023, between American Beech Project Company, Edgecombe AC1 ASOA LLC, and Halifax CountySolarLLC,asamendedbythatcertainAmendmenttotheSecondAmendedandRestated Limited Liability Company Agreement of AC1 ASOA LLC, dated as of April 14, 2023.

“American Beech JV Operating Agreement Guaranty” means that certain Guaranty, dated as of December 17, 2024, issued by the Sponsor in favor of JVCo.

“American Beech Module Supplier Parent Guaranty” means that certain Seller Parent Guaranty,datedasofMay16,2024,issuedbyJinkoSolarCo.,Ltd.,infavorofAmericanBeech Project Company.

“American Beech Module Supply Agreements” means, collectively, (a)that certain Project Module Supply Agreement, dated as of May 16, 2024, by and between American Beech ProjectCompany,andJinkoSolar(U.S.)IndustriesInc.,asamendedbythatcertainFirst

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Amendment to Project Module Supply Agreement, dated as of September 24, 2024, by and between American Beech Project Company and Jinko Solar (U.S.) Industries Inc. and (b)that certain Project Module Supply Agreement, dated as of September 27, 2024, by and between American Beech Project Company and Jinko Solar (U.S.) Industries Inc.

“AmericanBeechMortgage”meansthatcertainDeedofTrust,AssignmentofRentsand Leases, Security Agreement and Fixture Filing (North Carolina) from American Beech Project Company to Chicago Title Insurance Company, a Florida corporation, as Trusteefor the benefit of Collateral Agent.

“American Beech PCS Skid and Commissioning Purchase Order” means that certain Purchase Order No. P-0284-6245 for PCS Skids and Commissioning, dated as of July 17, 2024, by and between American Beech Project Company and Sungrow USA Corporation.

“American Beech Power Purchase Agreement” means that certain Renewable Energy Purchase Agreement, dated as of February 1, 2024, by and between American Beech Project Company and Microsoft Corporation.

“American Beech Project” means the approximately 196MW solar photovoltaic energy project located in Halifax County, North Carolina.

“American Beech Project Beginning of Construction Certificate” means that certain certificate in the form attached as Exhibit Mhereto.

“American Beech Project Company” means American Beech Solar LLC, a North Carolina limited liability company.

“American Beech Site” means the real property described on Exhibit A of the American Beech Pro Forma.

“AmericanBeechTitlePolicy”isdefinedinError!Referencesourcenotfound.hereof.

“American Beech Tracker Supply Agreement” means that certain Tracker Supply Agreement, dated as of September 6, 2024, by and between American Beech Project Company and Nextracker, LLC.

“American Beech Transformer Purchase Agreement” means that certain Purchase Order No. P-0234-911, dated as of August 16, 2019, by and between Virginia Transformer Corporation and American Beech Project Company ( as assignee of BayWa r.e. Solar Projects LLC pursuant to that certain Assignment and Assumption Agreement, dated as of October 20, 2024,byandbetweenBayWar.e.SolarProjectsLLCandAmericanBeechProjectCompany),as amended by that certain Change Order No. 1, dated February 28, 2020, and that certain Change Order No. 2, dated September 12, 2024.

“American Beech Warehouse Agreements” means, collectively, (a)the Warehousing Services Agreement, dated September 30, 2024, between American Beech Project Company and HellmannWorldwideLogistics,(b)theWarehouseServicesAgreement,datedSeptember30,

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2024, between American Beech Project Company and Premier Global Logistics, and (c)the Logistics and Warehouse Services Agreement, dated September 30, 2024, between American Beech Project Company and Weida Freight System, Inc.

“Ancillary Services” means services and products related to the attributes of electricity and to the capacity to generate electricity, including black start services, reactive supply and voltage control from generation or other sources, regulation and frequency response service, energyimbalanceservice,operatingreserve-spinningreserveservice,operating reserve-supplemental reserve service, generator imbalance service, and other ancillary energy services,ineachcase,asacceptedorapprovedby(a)FERCunderOrderNo.888or890or(b)any dulyauthorizedandoperatingRegionalTransmissionOrganization,IndependentSystemOperator or balancing authority.

“AmericanBeechSurvey”isdefinedinSection6.1(q)hereof.

“Annual Operating Budget” means, with respect to a Project, an operating budget containinginformationsubstantiallyintheformprovidedinthetabslabeled“BluebirdSchedule” (withrespecttotheBluebirdProject),“AmericanBeechSchedule”(withrespecttotheAmerican BeechProject)and“PrairieSchedule”(withrespecttothePrairieProject)intheBaseCaseModel, to be prepared by the Borrower.

“Anti-CorruptionLaws”meansanylaws,rulesorregulationsofanyjurisdictionrelating toorconcerningthepreventionorprohibitionofbriberyorcorruption,includingtheU.S.Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.

“Anti-MoneyLaunderingLaws”meansanylaws,rulesorregulationsofanyjurisdiction relatingtoorconcerningthepreventionorprohibitionofmoneylaunderingorterrorism,including theU.S.CurrencyandForeignTransactionsReportingActof1970(commonlyknownastheU.S. Bank Secrecy Act), as amended by the PATRIOT Act.

“Applicable Law” means any constitution, statute, law, rule, regulation, ordinance, judgment, order, decree or Governmental Approval, or any published directive or requirement which has the force of law, or other governmental restriction which has the force of law, or any determinationby,orinterpretationofanyoftheforegoingby,anyjudicialauthority,applicableto and/orbindingonagivenPerson,asthecontextmayrequire,whetherineffectasoftheFinancial Closing Date or thereafter and, in each case, as amended (including all Environmental Laws and any of the foregoing pertaining to land use or zoning restrictions).

“Applicable Margin” means, for any day, as to any SOFR Loan or Base Rate Loan, as the case may be, the applicable percentages per annum set forth in the table below:

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“Applicable Permit” means, at any time, any material Permit, including any EnvironmentalPermit,landuseapproval,sitingorbuildingpermit,decisionorauthorizationgiven by any Governmental Authority, that is (a)required to be obtained and necessary at such given time in light of the stage of development, construction or operation of any Project (to the extent required by Applicable Law or the Operative Documents) to occupy the applicable Site and construct, test, interconnect, operate, maintain, or own such Project as contemplated by the applicable Operative Documents, and for the applicable Project Company to sell electricity and renewableenergycreditstherefrom,ineachcase,inaccordancewithallApplicableLawsand/or

(b)listed on Schedule5.12; provided that, as of the date of each Credit Event after the Financial Closing Date, the Borrower shall supplement Schedule5.12with any additional Applicable Permits that previously were not, but as of the date of such Credit Event are, required to be disclosed pursuant to clause (a)above.

“Application”isdefinedinSection2.4(b)(i)hereof.

“ApprovedFund”meansanyFundthatisadministeredormanagedby(a)aLender,

(b)anAffiliateofaLenderor(c)anentityoranAffiliateofanentitythatadministersormanages a Lender.

“Asset Disposition” means, with respect to any Person, any sale, assignment, transfer or other disposition by such Person of any personal or real property owned by such Person.

“AssetDispositionProceeds”means,withrespecttoanyAssetDisposition,theNetCash Proceeds actually received by the Borrower in connection with such Asset Disposition.

“Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Lender and an assignee (with the consent of any party the consent of which is required by Section12.19hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit Eor any other form approved by the Administrative Agent.

“Authorized Officer” means, with respect to any Person, the chief executive officer, president,chieffinancialofficer,generalcounsel,principalaccountingofficer,treasurer,assistant treasurer, secretary, assistant secretary or any vice president of such Person, or the equivalent position of such Person provided pursuant to the applicable Organizational Documents, or such other officer or representative (or individual holding a designated authorized office) specifically authorized by such Person’s managing member, board of directors, management committee or equivalent governing body.

“Available Bridge Loan Commitment” means, at any time, the Total Bridge Loan Commitment at such time minus the aggregate principal amount of all Bridge Loans made or deemed made hereunder.

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“AvailableConstructionFunds”means,atanytime,thesumof,withoutduplication,(a)the aggregate amount of Available Construction Loan Commitments at such time, (b)the aggregateamountofAvailableBridgeLoanCommitmentsatsuchtime,(c)theaggregateamount of Available Upsize Bridge Loan Commitments at such time, (d) any amounts on deposit at such time in the Borrower Accounts that are available for payment of Project Costs, and (e)any liquidateddamages,insuranceproceeds,orwarrantypaymentsunderProjectDocumentsreceived by the Borrower, any Project Company, or an Affiliate of any Project Company (except to the extent such amounts are required to be applied to prepay Loans hereunder).

“Available Construction Loan Commitment” means, at any time, the Total Construction Loan Commitment at such time minus the aggregate principal amount of all Construction Loans made or deemed made hereunder.

“Available LC Commitment” means, at any time, the LC Commitment at such time, minus the aggregate stated amounts of any Letters of Credit issued and outstanding at such time, minus the aggregate amount of any unpaid Reimbursement Obligations in respect of such Letters of Credit, minus the aggregate principal amount of all LC Loans made or deemed made in connection with any Letters of Credit hereunder.

“AvailableLCLoanCommitment”means,atanytime,theaggregateamountoftheLC Loan Commitments at such time minus the aggregate principal amount of all LC Loans made or deemed made hereunder, as may be increased at any time pursuant to Section 2.4(c)(ii).

“AvailableTenor”means,asofanydateofdeterminationandwithrespecttothe then-current Benchmark, as applicable, (x)if such Benchmark is a term rate, any tenor for such Benchmark(orcomponentthereof)thatisormaybeusedfordeterminingthelengthofaninterest periodpursuanttothisAgreementor(y)otherwise,anypaymentperiodforinterestcalculatedwith reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant tothisAgreement,ineachcase,asofsuchdateandnotincluding,fortheavoidanceofdoubt,any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 12.20(b)(iv).

“Available Upsize Bridge Loan Commitment” means, at any time, the Total Upsize BridgeLoanCommitmentatsuchtimeminustheaggregateprincipalamountofallUpsizeBridge Loans made or deemed made hereunder.

“Back-Leverage Date” means the date on which Completion and SC Funding Date have occurred with respect to a Project.

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

“Bail-InLegislation”means,(a)withrespecttoanyEEAMemberCountryimplementing Article55ofDirective2014/59/EUoftheEuropeanParliamentandoftheCounciloftheEuropean Union,theimplementinglaw,regulation,ruleorrequirementforsuchEEAMemberCountryfrom

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timetotimewhichisdescribedintheEUBail-InLegislationSchedule;and(b)withrespecttothe UnitedKingdom,PartIoftheUnitedKingdomBankingAct2009(asamendedfromtimetotime) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution ofunsoundorfailingbanks,investmentfirmsorotherfinancialinstitutionsortheiraffiliates(other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 of the United States of America, as amended and as the same may be further amended, and any other Applicable Laws with respect to bankruptcy, insolvency or reorganization that are successors thereto.

“Bankruptcy Default” means an Event of Default occurring under Section9.1(k)with respect to any Project Group Member.

“BaseCaseModel”meansthefinancialmodelasoftheFinancialClosingDatereferenced in Exhibit J-1, as updated pursuant to Section 7.21, Section 7.22or Section 7.24.

“Base Rate” means for any day the rate of interest, per annum, announced or otherwise established by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, in effect at its principal office in New York City, on such day and notified to the Borrower,withanychangeintheBaseRateresultingfromachangeinsaidprimecommercialrate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Administrative Agent’s best or lowest rate).

“BaseRateLoan”meansaLoanbearinginterestataratespecifiedinSection2.5(a)hereof.

“BaseRateTermSOFRDeterminationDay”isdefinedinthedefinitionof“Term

SOFR”.

“Beginning of Construction Certificate” means each of the American Beech Project BeginningofConstructionCertificate,theBluebirdProjectBeginningofConstructionCertificate and the Prairie Project Beginning of Construction Certificate.

“Beginning of Construction Requirements” means beginning of construction requirements as provided under Notice 2018-59.

“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark TransitionEventhasoccurredwithrespecttoCompoundedSOFRorthethen-currentBenchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement hasreplaced such prior benchmark rate pursuant to Section12.20(b)(i).

“BenchmarkReplacement”means,withrespecttoanyBenchmarkTransitionEvent,the sum of: (a)the alternate benchmark rate that has been selected by the Administrative Agent and theBorrowergivingdueconsiderationto(i) anyselectionorrecommendationofareplacement

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benchmarkrateorthemechanismfordeterminingsucharatebytheRelevantGovernmentalBody or (ii)any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b)the related Benchmark Replacement Adjustment; provided that, if such BenchmarkReplacement(aftergivingeffecttotherelatedBenchmarkReplacementAdjustment) would be less than the Floor, such Benchmark Replacement (after giving effect to the related Benchmark Replacement Adjustment) will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negativevalueorzero)thathasbeenselectedbytheAdministrativeAgentandtheBorrowergiving due consideration to (a)any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with theapplicableUnadjustedBenchmarkReplacementbytheRelevantGovernmentalBodyor

(b)any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“BenchmarkReplacementConformingChanges”means,withrespecttoeithertheuse or administration of Compounded SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changestothedefinitionof“AlternateBaseRate,”thedefinitionof“BusinessDay,”thedefinition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar oranalogousdefinition(ortheadditionofaconceptof“interestperiod”),timingandfrequencyof determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section12.20(b)and other technical, administrative or operational matters) that theAdministrativeAgentdecides(exceptuponandduringtheoccurrenceofanEventofDefault, inconsultationwiththeBorrower)maybeappropriatetoreflecttheadoptionandimplementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a mannersubstantiallyconsistentwithmarketpractice(or,iftheAdministrativeAgentdecidesthat adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“BenchmarkReplacementDate”meanstheearliesttooccurofthefollowingeventswith respect to the then-current Benchmark:

(a)    in the case of clause(a)or (b) of the definition of “Benchmark Transition Event”, thelaterof(i)thedateofthepublicstatementorpublicationofinformationreferencedthereinand (ii)thedateonwhichtheadministratorofsuchBenchmark(orthepublishedcomponentusedin

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the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such componentthereof)or,ifsuchBenchmarkisatermrate,allAvailableTenorsofsuchBenchmark (or such component thereof); and

(b)    inthecaseofclause(c)ofthedefinitionof“BenchmarkTransitionEvent”,thefirst date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administratorofsuchBenchmark(orsuchcomponentthereof)tobenon-representative;provided that such non-representativeness will be determined by reference to the most recent statement or publicationreferencedinsuchclause(c)andevenifsuchBenchmark(orsuchcomponentthereof) or,ifsuchBenchmarkisatermrate,anyAvailableTenorofsuchBenchmark(orsuchcomponent thereof) continues to be provided on such date.

For the avoidance of doubt, if the then-current Benchmark is a term rate, the“Benchmark Replacement Date” will be deemed to have occurred in the case of clause(a)or (b)with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respecttoallthen-currentAvailableTenorsofsuchBenchmark(orthepublishedcomponentused in the calculation thereof).

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

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

(b)    a public statement or publication of information by the regulatory supervisor for theadministratorofsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (orsuchcomponent)oracourtoranentitywithsimilarinsolvencyorresolutionauthorityoverthe administratorforsuchBenchmark(orsuchcomponent),whichstatesthattheadministratorofsuch Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such componentthereof)or,ifsuchBenchmarkisatermrate,allAvailableTenorsofsuchBenchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark(orsuchcomponentthereof)or,ifsuchBenchmarkisatermrate,anyAvailableTenor of such Benchmark (or such component thereof); or

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(c)    a public statement or publication of information by the regulatory supervisor for theadministratorofsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

Fortheavoidanceofdoubt,ifthethen-currentBenchmarkisatermrate,a“BenchmarkTransition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publicationofinformationsetforthabovehasoccurredwithrespecttoeachthen-currentAvailable Tenor of such Benchmark (or the published component used in the calculation thereof).

“BenchmarkUnavailabilityPeriod”means,theperiod(ifany)(a)beginningatthetime that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section12.20(b)and (b)ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 12.20(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial OwnersofLegalEntityCustomerspublishedjointly,inMay2018,bytheLoanSyndicationsand Trading Association and Securities Industry and Financial Markets Association.

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230.

“BHCActAffiliate”isdefinedin Section12.36(b)hereof.

“Bluebird Energy Management Agreement” means the Energy Management Agreement, dated as of December 4, 2023, by and between Bluebird Project Company and Tenaska Power Services Co.

“BluebirdEPCContract”meansthatcertainEngineering,ProcurementandConstruction Agreement, dated as of August 25, 2023, by and between Bluebird Project Company and DEPCOMPower,Inc.,asamendedbythatcertainAmendmentNo.1toEngineering,Procurement and Construction Agreement, dated as of September 13, 2024, that certain Change Order No. 1, dated as of July 17, 2024, that certain Change Order No. 2, dated as of February 6, 2024, , that certain Change OrderNo.4, dated as of February 14, 2024, that certain ChangeOrderNo. 5, that certainChangeOrderNo.8,datedasofApril10,2024,thatcertainChangeOrderNo.9,datedas ofApril24,2024,thatcertainChangeOrderNo.11,datedasofApril30,2024,thatcertainChange Order No. 12, dated as of May 17, 2024, that certain Change Order No. 13, dated as of June 4, 2024,thatcertainChangeOrderNo.14,datedasofSeptember13,2024,thatcertainChangeOrder No. 15, dated as of August 15, 2024,that certain Change Order No. 18, dated as of August 6, 2024, that certain Change Order No. 19, dated as of August 6, 2024,that certain Change Order No. 23, dated as of September 6, 2024, that certain Change Order No. 24, dated as of September 6,2024,thatcertainChangeOrderNo.26,datedasofNovember6,2024,thatcertainChange

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Order No. 27, dated as of November 19, 2024, that certain Change Order No. 31, dated as of November20,2024,assupplementedbythatcertainLimitedNoticetoProceedNo.1,datedasof November14,2022,thatcertainLimitedNoticetoProceedNo.2,datedasofFebruary20,2023, that certain Limited Notice to Proceed No. 3, dated as of July 27, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Bluebird HV EPC Contract” means that certain HV Engineering, Procurement and Construction Agreement, dated as of December 19, 2023, by and between Bluebird Project CompanyandRESSystem3,LLC,asamendedbyChangeOrderNo.01,datedasofFebruary16, 2024,ChangeOrderNo.2,datedasofAugust8,2024,ChangeOrderNo.3,datedasofJune19, 2024, Change Order No. 4, dated as of August 5, 2024, Change Order No. 5, dated as of August 12,2024,ChangeOrderNo.6,datedasofAugust12,2024,andChangeOrderNo.7,datedasof October16,2024,andassupplementbyLimitedNoticetoProceed,datedasofFebruary4,2023, FirstAmended&RestatedLimitedNoticetoProceed,datedasofMarch9,2023,Amendmentto the First Amended & Restated Limited Notice to Proceed dated as of May 3, 2023, Second Amended & Restated Limited Notice to Proceed, dated as of June 1, 2023, Third Amended & RestatedLimitedNoticetoProceed,datedasofAugust8,2023,andFourthAmended&Restated Limited Notice to Proceed, dated as of October 27, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Bluebird Interconnection Construction Service Agreement” means that certain Interconnection Construction Service Agreement, dated as of January 19, 2021, by and among PJMInterconnection,L.L.C.,BluebirdProjectCompany,andEastKentuckyPowerCooperative, Inc., as amended by that certain Agreement to Amend, dated as of June 27, 2023, by and among PJMInterconnection,L.L.C.,BluebirdProjectCompany,andEastKentuckyPowerCooperative, Inc.

“Bluebird Interconnection Service Agreement” means that certain Interconnection ServiceAgreement,datedasofJuly1,2021,byandamongPJMInterconnection,L.L.C.,Bluebird Project Company, and East Kentucky Power Cooperative, Inc., as amended by that certain Agreement to Amend, dated as of June 27, 2023, by and among PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc.

“Bluebird Inverter Supply Agreement” means that certain Purchase Order (P-0235-4918), dated as of September 1, 2023, by and between Bluebird Project Company and Sungrow USACorporation,asamendedbyChangeOrder#1,datedSeptember22,2023,ChangeOrder#2, datedOctober18,2023,ChangeOrder#3,datedApril10,2024,ChangeOrder#4,datedJuly12,

2024,ChangeOrder#5,datedAugust12,2024,ChangeOrder#6,datedSeptember20,2024,

Change Order #7, dated September 20, 2024, and Change Order #8, dated December 5, 2024, enteredintopursuanttothatcertainMasterSupplyAgreement,datedasofApril21,2023,byand between BayWa r.e. Solar Projects LLC and Sungrow USA Corporation.

“Bluebird Module Buyer Parent Guaranty” meansthat certain Buyer Parent Guaranty, dated as of June 6, 2023, issued by BayWa r.e. AG, in favor of Jinko Solar (U.S.) Industries Inc.

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“Bluebird Module Supplier Parent Guaranty” means that certain Seller Parent Guaranty, dated as of June 13, 2023, issued by Jinko Solar Co., Ltd., in favor of Bluebird Project Company.

“Bluebird Module Supply Agreement” meansthat certain Project Module Supply Agreement No. MCUSGT22Q303, dated as of May 16, 2023, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc., as amended by that certain First Amendment to ProjectModuleSupplyAgreement,datedasofJanuary17,2024,byandbetweenBluebirdProject Company and Jinko Solar (U.S.) Industries Inc., and as amended by that certain Second Amendment to Project Module Supply Agreement, dated as of June 4, 2024, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc.

“BluebirdMortgage”meansthatcertainLeaseholdandEasementMortgage,Assignment of Rents and Leases, Security Agreement and Fixture Filing (Kentucky) from Bluebird Project Company to the Collateral Agent.

“Bluebird Power Purchase Agreement” means that certain Amended and Restated VirtualPowerPurchaseAgreement,datedasofOctober23,2023,byandbetweenBluebirdProject Company and J. Aron & Company LLC.

“Bluebird Project” means the approximately 137MW solar photovoltaic energy project located in Harrison County, Kentucky.

“BluebirdProjectBeginningofConstructionCertificate”meansthatcertaincertificate in the form attached as Exhibit Nhereto.

“Bluebird Project Company” means Bluebird Solar LLC, a Kentucky limited liability company.

“BluebirdProjectEnergyCommunityAdderCertificate”meansthatcertaincertificate in the form attached as Exhibit Qhereto.

“BluebirdSite”meanstherealpropertydescribedonExhibitAoftheBluebirdProForma.

“BluebirdSolarInvestments”meansBluebirdSolarInvestmentsLLC,aKentucky limitedliabilitycompany.

“BluebirdTitlePolicy” isdefinedin Section6.1(q)hereof.

“Bluebird Transformer Purchase Agreement” means that certain Purchase Order No. P-0288-911, dated as of August 23, 2019, by and between Virginia Transformer Corporation and BluebirdProjectCompany(asassigneeofBayWar.e.SolarProjectsLLC,pursuanttothatcertain AssignmentandAssumptionAgreement,datedasofSeptember11,2023,byandbetweenBayWa r.e. Solar Projects LLC and Bluebird Project Company).

“BluebirdSurvey”isdefined inSection 6.1(q)hereof.

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“Borrower”means,(a)priortothedateonwhichtheBack-LeverageDateforallProjects shall have occurred, collectively, the Devco Borrower and the Opco Borrower, and each, a “Borrower”, and (b) from and after the date on which the Back-Leverage Date for all Projects shall have occurred, the Opco Borrower.

“BorrowerAccounts”meanstheCollateralAccountsandtheRevenueAccount.

“Borrowing”meansaborrowingbytheBorrowerofaLoan.

“BorrowingDate Certificate”isdefinedin Section6.2(a)(ii)hereof.

“BridgeLender”meansanyLenderwith(a)anobligationtoadvanceBridgeLoansinan aggregate principal amount not to exceed such Lender’s Bridge Loan Commitment or (b)an outstanding Bridge Loan.

“Bridge Loan Amount” means the Bridge Loan Amount (American Beech), the Bridge Loan Amount (Bluebird) or the Bridge Loan Amount (Prairie), as applicable.

“Bridge Loan Amount (American Beech)” means the portion of the Bridge Loan CommitmentsallocabletotheAmericanBeechProject,whichprincipalamountisequaltoFifty-One Million, Four Hundred Fifteen Thousand, Three Hundred Sixty-Two Dollars ($51,415,362).

“BridgeLoanAmount(Bluebird)”meanstheportionoftheBridgeLoanCommitments allocable to the Bluebird Project, which principal amount is equal to Fifty-Six Million, One Hundred Forty-Two Thousand, Five Hundred Twenty-One Dollars ($56,142,521).

“Bridge Loan Amount (Prairie)” means the portion of the Bridge Loan Commitments allocable to the Prairie Project, which principal amount is equal to Sixty-Five Million Seven Hundred Eighty Thousand Two Hundred Nineteen Dollars ($65,780,219).

“BridgeLoanAvailabilityPeriod”meanstheperiodfrom(andincluding)theFinancial Closing Date through (and including) the Bridge Loan Maturity Date.

“Bridge Loan Commitment” means, at any time with respect to each Lender, such Lender’s Proportionate Share of the Total Bridge Loan Commitment at such time.

“BridgeLoanCommitmentFees”isdefinedinSection3.1(a)(ii)hereof.

“BridgeLoanFacility”isdefinedinSection2.2(a)hereof.

“BridgeLoanMaturityDate”meanstheearliertooccurof(a)July1,2026and(b)the date of any acceleration of the Bridge Loans following an Event of Default.

“BridgeLoanNote”isdefinedinSection2.10(d)hereof.

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“Bridge Loans” means, collectively, each bridge loan made pursuant to a request by the Borrower under Section2.2and each drawing on the Bridge Loan Commitments deemed made pursuant to Section 2.5(d).

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holidayunderthelawsoftheStateofNewYorkorisadayonwhichbankinginstitutionsinsuch state are authorized or required by Applicable Law to close.

“CapitalLease”means,atanytimewithrespecttoanyPerson,anyleaseofanyproperty ofsuchPersonaslesseethatshould,inaccordancewithGAAP,beclassifiedandaccountedforas a capital lease on a consolidated balance sheet of such Person.

“Capital Lease Obligations” means, as of any date, the amount of the obligations of a PersonaslesseeunderaCapitalLeasethat,inaccordancewithGAAP,wouldappearonabalance sheetofsuchlesseeinrespectofsuchCapitalLease,incurredorcreatedorassumedaspartofthe acquisition, construction or improvements of any fixed or capital asset.

“Cash”meansmoney,currencyoracreditbalanceinany account.

“CashEquivalents”meansanyofthefollowing,totheextentownedbytheBorroweror any of their Subsidiaries:

(a)    DollarsorCanadiandollars;

(b)    readilymarketableobligationsissuedordirectlyandfullyguaranteedorinsuredby thegovernmentoranyagencyorinstrumentalityof(i)theUnitedStatesorCanada,(ii)theUnited Kingdom, (iii)Switzerland or (iv)any member nation of the European Union rated “A” (or the equivalent thereof) or better by S&P and “A2” (or the equivalent thereof) or better by Moody’s, having average maturities of not more than twenty-four(24) months from the date of acquisition thereof; provided that the full faith and credit of such country or such member nation of the European Union is pledged in support thereof;

(c)    timedepositswith,orinsuredcertificatesofdepositorbankers’acceptancesof,any commercial bank that has combined capital and surplus of at least $250,000,000 or its equivalent (any such bank, an “Approved Bank”), in each case with average maturities of not more than twelve (12) months from the date of acquisition thereof;

(d)    commercialpaperandvariableorfixedratenotesissuedbyanApprovedBank(or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated “A-2” (or the equivalent thereof) or better by S&P or “P-2” (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than twelve(12) months from the date of acquisition thereof;

(e)    repurchaseagreementsenteredintobyanyPersonwithanApprovedBank,abank ortrustcompanyorrecognizedsecuritiesdealer,ineachcase,havingcapitalandsurplusinexcess of$250,000,000oritsequivalentfordirectobligationsissuedbyorfullyguaranteedorinsuredby

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thegovernmentoranyagencyorinstrumentalityof(i) theUnitedStates,(ii)theUnitedKingdom, (iii)Switzerland or (iv)any member nation of the European Union rated “A” (or the equivalent thereof)orbetterbyS&Pand“A2”(ortheequivalentthereof)orbetterbyMoody’s,inwhichsuch Person shall have a perfected first priority security interest (subject to no other Liens) or title to which shall have been transferred to such Person and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f)    marketableshort-termmoneymarketandsimilarhighlyliquidfundseither (i)havingassetsinexcessof$250,000,000oritsequivalent,or(ii)havingaratingofatleast“A-2” or“P-2”fromeitherS&PorMoody’s(or,ifatanytimeneitherS&PnorMoody’sshallberating such obligations, an equivalent rating from another nationally recognized rating service);

(g)    securities with average maturities of twelve(12) months or less from the date of acquisitionissuedorfullyguaranteedbyanystate,commonwealthorterritoryoftheUnitedStates, theUnitedKingdom,Switzerland,amemberoftheEuropeanUnionorbyanypoliticalsubdivision or taxing authority of any such state, member, commonwealth or territory having an Investment Grade Rating from either S&P or Moody’s (or the equivalent thereof);

(h)    investmentswithaveragematuritiesoftwelve(12)monthsorlessfromthedateof acquisitioninmutualfundsrated“AAA-”(ortheequivalentthereof)orbetterbyS&Por“Aaa3” (or the equivalent thereof) or better by Moody’s;

(i)    investments,classifiedinaccordancewithGAAPascurrentassetsoftheBorrower in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000 or its equivalent, and, in either case, the portfolios of which are limited such that substantially all of suchinvestmentsareofthecharacter,qualityandmaturitydescribedinclauses(a)through(h)of this definition; and

(j)    investment funds investing at least 90% of their assets in securities of the types described in clauses (a)through (i)above.

“CasualtyEvent”meansaneventthatcausesanypropertyofanyProjectCompanyorall oranypartofanyProjecttobelost,damaged,destroyedorrenderedunfitforitsintendedusefor any reason whatsoever.

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.

“ChangeinControl”shallbedeemedtohaveoccurredif(i)theSponsorceasestolegally and beneficially own and control, directly or indirectly, the power to direct or cause (subject, in each case, to the terms of any Tax Equity Arrangement or TC Structure Document) the direction of the management and policies of each Borrower and each Project Company or (ii) the Sponsor ceases to directly or indirectly own one hundred percent (100%) of the equity interests in each BorrowerandeachProjectCompany(otherthanany“ClassA”interestsownedbytheapplicable investorunderaTaxEquityArrangementorTCStructureDocumentandanyequityinterestssold

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orotherwisetransferredinaPermittedDispositionunderclause(k)ofthedefinitionof“Permitted Disposition”).

“CITL”meansonoraftertheFinancialClosingDateand(1)priortotheexecutionofany TaxDocuments,(a)anyamendment,modification,additionorchangetoU.S.federalincomeTax law (including as a result of any issuance, promulgation and/or change in, or of, (i) temporary or final Treasury Regulations, (ii) applicable guidance, notice or announcement, in each case, published in written form by the U.S. Department of the Treasury, Internal Revenue Service or any other Governmental Authority or (iii) the interpretation of the Code or Treasury Regulations attributable to a decision by the United States Tax Court, a United States District Court, United States Court of Appeals or the United States Supreme Court) that has been enacted, promulgated or issued, as applicable, and (b) that materially and adversely affects the tax credits or tax depreciation benefits reasonably anticipated to be received by any Project, or prohibits or materiallyrestrictstaxequityinvestmentortransfersoftaxcreditsfromanyProjectunderSection 6418 of the Code (or successor provision), or (2) after the execution of any Tax Documents, “CITL” or “Change in Tax Law” (or similar term) as defined in such Tax Documents.

“CITL/Proposed CITL Condition” means, with respect to any Project, the satisfaction of one of the following:

(a)    ACITL or ProposedCITL hasnotyet occurred; or

(b)    ACITL orProposed CITL hasoccurred, andone of thefollowing issatisfied:

(i)    The CITL or Proposed CITL relates to elimination of transferability of tax credits as provided under Section 6418 of the Code, but such Project is subject to approved Tax EquityDocumentsthatdonotrequiretheavailabilityoftransferabilitytomonetizethetaxcredits (i.e., not a hybrid tax equity arrangement);

(ii)    The CITL or Proposed CITL relates to modification of tax depreciation benefits, but the approved Tax Documents for such Project are solely Tax Credit Transfer Documents or do not require the tax depreciation benefits to be monetized;

(iii)    (x) If such Project has Tax Documents then in effect and the CITL or Proposed CITL reduces the amount payable pursuant to a then-existing Tax Documents (determined based on an updated Base Case Model reasonably satisfactory to the Lenders), the Borrowers shall take CITL Remedial Actions in an amount equal to (i) the proceeds previously expectedundersuchTaxDocumentspriortotheCITLorProposedCITLminus(ii)theproceeds now expected under such Tax Documents after taking into consideration solely the CITL or ProposedCITL(determinedbasedonanupdatedBaseCaseModelreasonablysatisfactorytothe Lenders); and (y) if such Project does not have a Tax Documents then in effect and the CITL or ProposedCITLreducestheBridgeLoanCommitmentsorUpsizeBridgeLoanCommitmentsfor such Project (determined based on an updated Base Case Model reasonably acceptable to the Lenders), the Borrowers shall take CITL Remedial Actions in an amount equal to such reduction (itbeingunderstoodthatsuchCITLRemedialActionsshallnotberequiredtocoverUpsizeBridge

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Loan Commitments to the extent that such commitments are already covered under the EquityContribution Agreement); or

(iv)    TheBorrowersputinplaceaneworreplacementTaxDocumentsapproved bytheLendersinaccordancewithSections7.22,7.23and/or7.24forsuchProjectsuchthat(i)if suchProjecthasTaxDocumentstheninplace,theproceedsexpectedundertheneworreplacement Tax Documents are anticipated to equal or exceed the amounts previously expected under the applicable Tax Documents (prior to giving effect to such CITL or Proposed CITL) and (ii) if Project does not have Tax Documents then in place, the Bridge Loan Commitments and Upsize BridgeLoanCommitmentsforsuchProjectreflectedinaBaseCaseModelupdatedtoreflectthe new or replacement Tax Documents and reasonably acceptable to the Lenders exceed the sum of the then current Bridge Loan Commitments and Upsize Bridge Loan Commitments in respect of such Project.

“CITLRemedialActions”meanseither(i)causetheSponsortomake,orcommittomake (pursuanttoanequitycontributionagreementinformandsubstancereasonablyacceptabletothe Lenders), additional equity contributions, which are applied, or to be applied, to prepay the applicable Bridge Loans or Upsize Bridge Loans (or to pay Project Costs to the extent that such Loanshavenotbeendrawnintheapplicableamountatsuchtime),or(ii)deliveraguarantyofthe applicable Bridge Loans or Upsize Bridge Loans from the Sponsor in form and substance reasonably acceptable to the Lenders, in either case, in the amounts specified where this term is used.

“Class” means, when used in respect of a Commitment, a Construction Loan Commitment, a Bridge Loan Commitment, an Upsize Bridge Loan Commitment, an LC Loan Commitment or an LC Commitment, as applicable.

“ClassAMember”means,withrespecttoaProjectsubjecttoaTaxEquityArrangement, the Tax Equity Investor, and, with respect to a Project subject to a Tax Credit Transfer Arrangement,ato-be-formedentitythatwillbeeitheranaffiliateoftheSponsor,anunrelatedthird party, or a partnership between an affiliate of the Sponsor and an unrelated third party.

“Class A Member Pledge Agreement” means, with respect to a Project subject to a Tax Credit Transfer Arrangement, a pledge agreement, in form and substance reasonably satisfactory totheRequiredLenders,tobeenteredintoinconnectionwithapplicableTCStructureDocuments by and between an applicable Class A Member Pledgor and the Collateral Agent.

“Class A Member Pledgor” means, with respect to a Project subject to a Tax Credit Transfer Arrangement, any entity that is a wholly-owned affiliate of the Sponsor that is party to applicable TC Structure Documents as a Class A Member.

“Class B Member (American Beech)” means either (a) a to-be-formed direct wholly-owned Subsidiary of a Borrower, which following the SC Funding Date in connection with the AmericanBeechProject,ownsonehundredpercent(100%)ofthe“ClassB”membershipinterests inHoldCo(AmericanBeech)or(b)theClassBMember(Bluebird)orClassBMember(Prairie).

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“Class B Member (Bluebird)” means MN8 FMG Class B LLC, a Delaware limited liability company.

“Class B Member (Prairie)” means either (a) a to-be-formed direct wholly-owned Subsidiary of a Borrower, which following the HoldCo Effective Date in connection with the Prairie Project, owns one hundred percent (100%) of the “ClassB” membership interests in HoldCo (Prairie) or (b) the Class B Member (American Beech) or Class B Member (Bluebird).

“ClassBMembers”meanstheClassBMember(AmericanBeech),theClassBMember (Bluebird) and the Class B Member (Prairie), and each, a “Class B Member”.

“ClosingDateDistributionPayment”meansapaymentorDistributionbytheBorrower to the Sponsor or its designee on the Financial Closing Date as set forth in the Funds Flow Memorandum delivered pursuant to Section6.1(w), solely to reimburse any Affiliate of the Borrower for cash contributions (or purchase price) made by such Affiliate to, on behalf of, or in respectof,theBorroweroranyProjectCompanytofundorinrespectofProjectCosts(including, for the avoidance of doubt, the purchase price paid by the Sponsor and its Affiliates prior to the Financial Closing Date to acquire the Projects), as confirmed by the Independent Engineer, and consistent with the Base Case Model as of the Financial Closing Date; provided that after giving effecttotheClosingDateDistributionPayment,thetotalEquityContributionshallbeequaltoor greater than the Minimum Equity Commitment.

“Code”meanstheInternalRevenue Codeof1986,asamended.

“Collateral” means all real and personal property that, from time to time, is subject to or isintendedorrequiredtobecomesubjecttothesecurityinterestsorLiensgrantedorpurportedto be granted by any of the Security Documents.

“CollateralAccounts”hasthemeaningsetforthintheDepositaryAgreement.

“CollateralAgent”isdefinedin thepreambleofthisAgreement.

“Commitment” means, individually or collectively, as the context requires, a Construction Loan Commitment, a Bridge Loan Commitment, an Upsize Bridge Loan Commitment or an LC Commitment.

“Commitment Fees” means, collectively, Construction Loan Commitment Fees, Bridge Loan Commitment Fees and LC Commitment Fees.

“CommodityExchangeAct”meanstheCommodityExchangeAct(7U.S.C.§1etseq.), as amended from time to time, and any successor statute.

“Completion”means,withrespecttoaProject,theoccurrenceofeachofthefollowing: (a)such Project is interconnected under the applicable Interconnection Agreement, (b)Work SubstantialCompletion,(c)theCommercialOperationDateunderandasdefinedintheapplicable PowerPurchaseAgreementand(d)fromandaftertheexecutionoftheTaxEquityDocumentsor TCStructureDocuments,asapplicable,“substantialcompletion”andthe“placedinservicedate”

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(orsuchsimilardefinedtermsasareusedintherelevantECCAorTaxCreditSaleAgreement),if applicable.

“CompoundedSOFR”isdefinedinSchedule1.1(c).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consent” means the consents to collateral assignment identified on Schedule6.1(d)(includingfromandaftereachProject’sTaxEquityClosingDateorTCStructureEffectiveDate, as applicable, the Interparty Agreement applicable to such Project), by and among the Collateral Agent and the Persons identified therein and in form and substance reasonably satisfactory to the Required Lenders.

“Construction Account” has the meaning set forth in the Depositary Agreement. “ConstructionContracts”meanstheEPC Contracts,theHVContracts,the Transformer Purchase Agreements, the Tracker Supply Agreements and the Prairie Module Supply Agreements.

“ConstructionLender”meansanyLenderwith(a)anobligationtoadvanceConstruction Loans in an aggregate principal amount not to exceed such Lender’s Construction Loan Commitment or (b) an outstanding Construction Loan.

“ConstructionLoanAmount”meanstheConstructionLoanAmount(AmericanBeech), the Construction Loan Amount (Bluebird) or the Construction Loan Amount (Prairie), as applicable.

“ConstructionLoanAmount(AmericanBeech)”meanstheportionoftheConstruction Loan Commitments allocable to the American Beech Project, which principal amount is equal to One Hundred Seven Million, Nine Hundred Twenty-Five Thousand, Forty-One Dollars ($107,925,041).

“Construction Loan Amount (Bluebird)” means the portion of the Construction Loan Commitments allocable to the Bluebird Project, which principal amount is equal to Fifty One Million Three Hundred Seventy Three Thousand Four Hundred Fifty Dollars ($51,373,450).

“Construction Loan Amount (Prairie)” means the portion of the Construction Loan Commitments allocable to the Prairie Project, which principal amount is equal to Fifty-One Million, Seven Hundred Fifty-Seven Thousand, Two Hundred Seventy-Five Dollars ($51,757,275).

“Construction Loan Availability Period” means the period from (and including) the Financial Closing Date through (and including) the Construction Loan Maturity Date.

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“ConstructionLoanCommitment”means,atanytimewithrespecttoeachLender,such Lender’s Proportionate Share of the Total Construction Loan Commitment at such time.

“ConstructionLoanCommitmentFees”isdefinedinSection3.1(a)(i)hereof.

“ConstructionLoanFacility”isdefinedinSection2.1(a)hereof.

“ConstructionLoanMaturityDate”meanstheearliesttooccurof(a)July1,2026and (b) thedate ofany accelerationof theConstruction Loansfollowing anEvent of Default.

“ConstructionLoanNote”isdefinedinSection2.10(d)hereof.

“Construction Loans” means, collectively, each construction loan made pursuant to a request by the Borrower under Section2.1and each drawing on the Construction Loan Commitments deemed made pursuant to Section 2.5(d).

“Construction Management Agreements” means, collectively, the Construction Management Agreement (American Beech), the Construction Management Agreement (Bluebird), the Construction Management Agreement (Prairie), and each a “Construction Management Agreement”.

“Construction Management Agreement (American Beech)” means, that certain Agreement, dated as of October 29, 2024, between the American Beech Project Company and BayWa r.e. Solar Projects LLC.

“Construction Management Agreement (Bluebird)” means, that certain Construction Management andAdministrative Services Agreement, datedas ofOctober 29,2024, between the Bluebird Project Company and BayWa r.e. Solar Projects LLC.

“Construction Management Agreement (Prairie)” means, that certain Construction ManagementAgreement,datedasofOctober29,2024,betweenthePrairieProjectCompanyand BayWa r.e. Solar Projects LLC.

“Control”meansthepossession,directlyorindirectly,ofthepowertodirectorcausethe direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.The terms “Controls”, “Controlled” and “Controlling” shall have corollary meanings.

“CoveredEntity”isdefinedinSection12.36(b)hereof.

“CoveredParty”isdefinedinSection12.36(a)hereof.

“CreditDocuments”meansthisAgreement,theNotes(ifany),theSecurityDocuments, the Fee Letters, the Permitted Hedging Agreements, the Letters of Credit, the Sponsor Equity ContributionAgreementandanyothersimilardocuments,agreementsorinstrumentsenteredinto in connection with any of the foregoing or with the transactions contemplated by the Credit Documents.

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“CreditEvent”meanstheFinancialClosingDateandeachBorrowing.

“Credit Rating” means, with respect to (a)a Person, the rating assigned by a Rating Agencytotheseniorlong-termunsecureddebtobligationsofsuchPersonor,ifsuchPersondoes nothaveseniorunsecuredlong-termdebtthatisratedbyaRatingAgency,theratingassignedby a Rating Agency as the corporate credit rating or issuer rating of such Person (in each case not supported by any third party credit enhancement) and (b)any Securities, the rating assigned by a RatingAgencytosuchSecurities.IntheeventtwoRatingAgencieshaveassignedsuchPersona Credit Rating, the applicable Credit Rating shall be the lower of the two and, in the event more thantwoRatingAgencieshaveassignedsuchPersonaCreditRating,theapplicableCreditRating shall be the second highest of the ratings.

“Debt Service” means, for any period and as of any date of determination, (a)all ObligationspayablebytheBorrowerduringsuchperiodunderthisAgreement,includingprincipal payments and net obligations in respect of Permitted Hedging Agreements, and (b)any interest, commitment fees and scheduled fees accrued on the Loans and the LC Obligations and payable duringsuchperiod,otherthanfeespaidontheFinancialClosingDate,butineachcaseexcluding Mandatory Prepayments, Optional Prepayments and the Obligations payable on the Construction Loan Maturity Date.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,receivership,insolvency,reorganization,orsimilardebtorrelieflawsoftheUnited States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default”meansanyeventorconditionwhichuponthegivingofnotice,thelapseoftime or both would, unless cured or waived, become an Event of Default.

“DefaultRate”isdefined inSection 2.9hereof.

“DefaultRight”is definedin Section12.36(b)hereof.

“DefaultingLender”shallmean, subject toSection2.14,any Lender that:

(a)    has failed to (i)fund all or any portion of its Loans within two(2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,togetherwithanyapplicabledefault,shallbespecificallyidentifiedinsuchwriting)has not been satisfied, or (ii)pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due;

(b)    hasnotifiedtheBorrower,theAdministrativeAgentoranyotherLenderinwriting thatitdoesnotintendtocomplywithitsfundingobligationshereunder,orhasmadeapublic

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statementtothateffect(unlesssuchwritingorpublicstatementrelatestosuchLender’sobligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied);

(c)    has failed, within three(3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that suchLendershallceasetobeaDefaultingLenderpursuanttothisclause(c)uponreceiptofsuch written confirmation by the Administrative Agent and the Borrower); or

(d)    has,orhasadirectorindirectparentcompanythathas,(i)becomethesubjectofa proceeding under any Debtor Relief Law, (ii)had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged withreorganizationorliquidationofitsbusinessorassets,includingtheFederalDepositInsurance Corporationoranyotherstateorfederalregulatoryauthorityactinginsuchacapacityor (iii)become the subjectof a Bail-In Action;

provided that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof byaGovernmentalAuthoritysolongassuchownershipinterestdoesnotresultinorprovidesuch Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.Any determination by the Administrative Agent that a Lender is a DefaultingLenderunderanyoneormoreofclauses(a)through(d)aboveshallbeconclusiveand bindingabsentmanifesterror,andsuchLendershallbedeemedtobeaDefaultingLender(subject to Section2.14) upon delivery of written notice of such determination to the Borrower and each Lender.

“Depositary”meansU.S.Bank,NationalAssociation,initscapacityasDepositaryunder the Depositary Agreement, or its successor or assignee appointed pursuant to the terms of the Depositary Agreement.

“Depositary Agreement” means that certain Depositary Agreement, to be executed in accordance with Section 7.25, among certain of the Loan Parties, the Administrative Agent, the Collateral Agent and the Depositary.

“DevcoBorrower”hasthemeaninggiven inthe preamble.

“Devco Pledgor” means MN8 Energy Development Company LLC, a Delaware limited liability company.

“Development Period Security” means any letter of credit or surety bond provided in respectofanyProjectDocumentorApplicableLawthatisreturnedtotheBorroweroritsaffiliate

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upon the issuance and delivery to the applicable beneficiary thereof of a Letter of Credit issuedhereunder.

“Discharge Date” means the date on which this Agreement shall have terminated (other than those provisions the expressly survive such termination), all Commitments shall have been terminated or fully utilized, all Letters of Credit shall have been cancelled or terminated and the principal of and interest on each Loan and all applicable fees and other expenses or amounts payableunderthisAgreementandallotherObligations(otherthanunassertedcontingentpayment obligations that expressly survive the termination of this Agreement) shall have been paid in full in cash.

“DisqualifiedPerson”means(a)a“tax-exemptentity”asdefinedinSection168(h)(2)of the Code (unless the exception under Section 168(h)(1)(D) or Section 168(h)(2)(B) of the Code applies) or “tax-exempt controlled entity” as defined in 168(h)(6)(F)(iii) of the Code (unless an electionisineffectunderSection168(h)(6)(F)(ii)oftheCode);(b)aPersondescribedinSection 50(b)(3)(unlesssuchPersonwouldbesubjecttotaxunderSection511oftheCodeonallincome fromtheHoldCo)orSection50(b)(4)oftheCode;(c)aPersonwhoseownershipofamembership interestwouldresultinadisallowanceorreductionofITCspursuanttoSection50(d)oftheCode; or (d) any partnership or other pass-through entity with any direct or indirect owner described in clauses (a)-(c).

“Distribution” means, in respect of any Person: (a) dividends or other distributions or payments on Equity Interests of such Person (except distributions made in the form of Equity InterestsofsuchPerson);and(b)theredemptionoracquisitionofEquityInterestsofsuchPerson orofwarrants,rightsorotheroptionstopurchasesuchEquityInterests(exceptwhenmadesolely in exchange for Equity Interests of such Person).

“Dollars”or“U.S.$”or“$”meanslawfulmoneyoftheUnitedStatesofAmerica.

“ECCA” means, with respect to a Project subject to a Tax Equity Arrangement, the applicable Tax Equity ECCA, and, with respect to a Project subject to a Tax Credit Transfer Arrangement, the applicable TC ECCA.

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

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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

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“EnvironmentalClaim”meansanyandallobligations,liabilities,losses,administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, warning notices, noticesofnoncomplianceorviolation,investigations,proceedings,removalorremedialactionsor orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages),penalties,fees,out-of-pocketcosts,expenses,disbursements,attorneys’orconsultants’ fees, arising under or relating in any way to any Environmental Liability, Environmental Law or any Governmental Approval issued under any Environmental Law (hereafter as used in this definition, “Claims”), including (a)any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages arising under or pursuant to any applicable Environmental Laws or Permits issued pursuant thereto, and (b)any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from or relating to any violation of applicable EnvironmentalLawsoranyHazardousMaterialsorarisingfromallegedinjuryorthreatofinjury to health, safety or the environment in connection with the Release of or exposure to Hazardous Materials.

“Environmental Consultant” means, with respect to the American Beech Project, Kimley-Horn and Associates, Inc., with respect to the Bluebird Project, Civil & Environmental Consultants, Inc., and, with respect to the Prairie Project, SWCA Environmental Consultants, or, in each case, its successor appointed pursuant to Section 11.10of this Agreement.

“Environmental Laws” means any and all Applicable Laws relating to pollution, the environment, endangered, threatened or protected species, cultural and archaeological resources, preservation or reclamation of natural resources, the management, Use, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters related to exposure to any Hazardous Material.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities, and includinganyLienfiledagainstanyrealpropertyinfavorofanyGovernmentalAuthority)ofany Project Group Member or any Project directly or indirectly resulting from or based upon (a)the violation of any Environmental Law, (b)the presence, generation, use, handling, transportation, storage,treatmentordisposalorarrangementfordisposalofanyHazardousMaterials, (c)exposuretoanyHazardousMaterials,(d)theReleaseorthreatenedReleaseofanyHazardous Materialsintotheenvironment,(e)thetakeofanyendangered,threatenedorprotectedspeciesor (f)anycontract,agreementorotherconsensualarrangementpursuanttowhichliabilityisassumed or imposed with respect to any of the foregoing.

“EnvironmentalPermit”meansanyPermitrequiredpursuanttoanyEnvironmental Law.

“EnvironmentalReports”meansthosecertainreportstitled(a)PhaseIEnvironmental SiteAssessmentforthePrairieSolar1,LLCProjectinChampaignCounty,Illinois,datedOctober 14,2024,(b)PhaseIEnvironmentalSiteAssessmentforAmericanBeechSolarSite,Undeveloped Tracts,HalifaxCounty,NorthCarolina,datedOctober7,2024,and(c)PhaseIEnvironmentalSite Assessment for BluebirdSolar Properties, RussellCave Road, HarrisonCounty, Kentucky,dated

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July31,2024,eachpreparedbysuchProject’sEnvironmentalConsultantanddeliveredtothe Administrative Agent in accordance with this Agreement.

“EPC Contractors” means, collectively, (i) Pure Power Contractors, LLC a North Carolina limited liability company, in its capacity as contractor under the American Beech EPC Contract, or its successor and permitted assign appointed pursuant to the terms of the American Beech EPC Contract, (ii) DEPCOM Power, Inc., a Delaware corporation, in its capacity as contractor under the Bluebird EPC Contract, or its successor and permitted assign appointed pursuant to the terms of the Bluebird EPC Contract, and (iii) BayWa r.e. Power Solutions, Inc., a Californiacorporation,initscapacityascontractorunderthePrairieEPCContract,oritssuccessor and permitted assign appointed pursuant to the terms of the Prairie EPC Contract, and each, an “EPC Contractor”.

“EPC Contracts” means, collectively, the American Beech EPC Contract,the Bluebird EPC Contract and the Prairie EPC Contract, and each, an “EPC Contract”.

“Equator Principles” means the principles so entitled and described in “Equator Principles – A financial industry benchmark for determining, assessing and managing environmental and social risk in projects” and available at: https://equator-principles.com/wp-content/uploads/2020/05/The-Equator-Principles-July-2020-v2.pdf.

“EquityContribution”meansanamountequalto(a)thesumof(i)anycashcontribution toaBorroweroranyProjectCompanybyanyAffiliateoftheBorrower(otherthanaProjectGroup Member) and (ii)Project Costs paid by an Affiliate of the Borrower (other than a Project Group Member) without repayment obligations in support thereof by a Borrower or any Project Group Memberless(b)DistributionsmadebytheBorrower(oranyotherProjectGroupMember)toany of the Borrower’s Affiliates as a reimbursement of amounts described in clauses (a)(i)or (a)(ii). AsoftheFinancialClosingDateandaftergivingeffecttotheClosingDateDistributionPayment, the aggregate Equity Contributions are $175,943,282.

“EquityInterests”meansanyandallshares,interests,participationsorotherequivalents (howeverdesignated)ofcapitalstockofacorporation,anyandallequivalentownershipinterests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section414(b) or (c) of the Code, or, solely for purposes of Section302 of ERISA and Section412 of the Code, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“ERISAEvent”means:(a)anyoftheeventssetforthinSection4043(c)ofERISAorthe regulationsissuedthereunder,otherthaneventsforwhichthethirty(30)daynoticeperiodhas

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been waived; (b)the failure of any Plan to satisfy the minimum funding standard (as defined in Section412oftheCodeorSection302ofERISA),whetherornotwaived;(c)thefilingpursuant to Section412(c) of the Code or Section302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d)the incurrence by any Loan Party or any oftheirERISAAffiliatesofanyliabilityunderTitleIVofERISAwithrespecttothetermination of any Plan; (e)the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)the incurrence by any Loan Party or any of their ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g)the receipt by any Loan Party or any ERISA Affiliate of any notice, or thereceiptbyanyMultiemployerPlanfromanyLoanPartyoranyERISAAffiliateofanynotice, concerning the imposition of liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in PartI of SubtitleE of TitleIVofERISAoradeterminationthataMultiemployerPlanis,orisexpectedtobe,insolvent within the meaning of TitleIV of ERISA; or (h)the incurrence by any Loan Party or any ERISA Affiliate of any liability pursuant to Section4063 or 4064 of ERISA or a cessation of operations with respect to a Plan within the meaning of Section 4062(e) of ERISA.

“ErroneousPayment”isdefinedinSection11.9(a)hereof.

“ErroneousPaymentNotice”isdefinedinSection11.9(b)hereof.

“EUBail-InLegislationSchedule”meanstheEUBail-InLegislationSchedulepublished by the Loan Market Association (or any successor Person), as in effect from time to time.

“EventofDefault”meansanyeventorconditionidentifiedassuchinSection9.1hereof.

“Event of Eminent Domain” means any compulsory transfer, seizure or taking by condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking, of any material part of the Collateral, by any agency, department, authority, commission, board, instrumentality or political subdivision of the state where each Project is physically located, the United States or another Governmental Authority having jurisdiction.

“EWG”meansan“exemptwholesalegenerator,”assuchtermisdefinedin Section 1262(6) of PUHCA and FERC’s implementing regulations at 18 C.F.R. Part 366.

“Excluded Swap Obligation” means, with respect to a guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of, or the grant by such guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures TradingCommission(ortheapplicationorofficialinterpretationofanythereof)byvirtueofsuch guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or the grant of such security interest becomes effective with respect to such Swap Obligation.If a Swap Obligationarisesunderamasteragreementgoverningmorethanoneswap,suchexclusionshall

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applyonlytotheportionofsuchSwapObligationthatisattributabletoswapsforwhichsuch guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Lender,anyLCIssuerortheAdministrativeAgentorrequiredtobewithheldordeductedfroma payment to any Lender, any LC Issuer or the Administrative Agent: (a)Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in eachcase,(i)imposedasaresultofsuchrecipientbeingorganizedunderthelawsof,orhavingits principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii)that are Other ConnectionTaxes,(b)inthecaseofaLender,U.S.federalwithholdingTaxesimposedonamounts payable to or for the account of the Lender with respect to an applicable interest in an Obligation pursuant to a law in effect on (i)the Financial Closing Date, (ii)the date on which the Lender acquires such interest or (iii)the date on which the Lender changes its lending office, except in eachcasetotheextentthat,pursuanttoSection12.1orSection12.3,amountswithrespecttosuch TaxeswerepayableeithertotheLender’sassignorimmediatelybeforetheLenderbecameaparty hereto or to the Lender immediately before it changed its lending office, (c)Taxes attributable to therecipient’sfailuretocomplywithSection12.5orSection12.6,and(d)anywithholdingTaxes imposed under FATCA.

“FATCA”or“ForeignAccountTaxComplianceAct”means(a)Sections1471through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any currentorfutureregulationsorofficialinterpretationsthereof,(b)anytreaty,laworregulationof anyotherjurisdiction,orrelatingtoanintergovernmentalagreementbetweentheUnitedStatesof America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause(a), and (c)any agreements entered into pursuant to Section1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate determined by the Administrative Agenttobetheaverage(roundedupward,ifnecessary,tothenexthigher1/100of1%)oftherates per annum quoted to the Administrative Agent at approximately 10:00 a.m. (New York time) (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by three or more Federal funds brokers of recognized strandingselectedby the AdministrativeAgent for saleto the Administrative Agentat facevalue ofFederalfundsinthesecondarymarketinanamountequalorcomparabletotheprincipalamount owed to the Administrative Agent for which such rate is being determined.

“FederalReserveBoard”meanstheBoardofGovernorsoftheFederalReserveSystem of the United States of America.

“FeeLetters”means,collectively,(a)thatcertainMandateLetter,datedasofNovember 21,2024,byandbetweenMN8EnergyOperatingCompanyLLCandNatixis,NewYorkBranch and (b) that certain Fee Letter, dated as of the Financial Closing Date, by and between the Borrower, the Administrative Agent and the Collateral Agent.

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“FERC”meanstheFederalEnergyRegulatoryCommission,andanysuccessorthereto.

“Financial Closing” means the satisfaction (or waiver in accordance with the terms hereof) of each of the conditions precedent listed in Section 6.1.

“FinancialClosingDate”meansthedateupon whichFinancialClosing occurs.

“Fitch”meansFitchRatings,Inc.

“Flood Documents” means (a) evidence as to whether any parcel which constitutes a portion of any Site and on which an improvement is located is a Flood Hazard Property pursuant to a “Life-of-Loan” FEMA Standard Flood Hazard Determination, and (b) if any parcel which constitutes a portion of the Sites and on which an improvement is located is a Flood Hazard Property,(i)evidenceastowhetherthecommunityinwhichsuchparcelislocatedisparticipating in the National Flood Insurance Program; (ii) the Borrower’s written acknowledgment of receipt ofwrittennotificationfromAdministrativeAgentastothefactthatsuchparcelisaFloodHazard Property and as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (iii)evidence that Borrower has obtained the flood insurance required under Section7.2, which evidence may consist of an application for such insurance policy marked to show that the premium has been paid in full or accompanied by a separate receipt from the insurance provider indicating that the premium was paid in full, a declaration page confirming that the insurance has been issued, or a certificate of such insurance or copy of the policy itself.

“Flood Hazard Property” means any parcel which constitutes a portion of any Site and on which an improvement is located to the extent such parcel is located in a Flood Zone.

“Flood Laws” means the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Biggert-Waters Flood Insurance Act of 2012 and all other Applicable Laws relating to flood insurance.

“FloodZone”meansanareaasidentifiedbytheFederalEmergencyManagementAgency as an area having special flood or mud slide hazards.

“Floor”meansarateofinterest equalto 0.00%.

“FPA”meanstheFederalPowerAct,16U.S.C.§791a,etseq.,andFERC’simplementing regulations adopted thereunder, as amended, modified, supplemented or replaced from time to time.

“Fund”meansanyPerson(otherthananaturalperson)thatisabonafidediversifieddebt fundprimarilyengagedinmaking,purchasing,holdingorotherwiseinvestingincommercialloans and similar extensions of credit in the ordinary course of its business.

“FundingDateGuaranty”means,withrespecttoeachoftheProjects(ifandtotheextent applicable), a guarantee or equity contribution agreement, to be executed by the Sponsor or AffiliateoftheSponsorreasonablysatisfactorytoallLendersinfavoroftheapplicableHoldCo

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undertheapplicableECCA,informandsubstancereasonablysatisfactorytotheRequired Lenders.

“FundsFlowMemorandum”shallmeanthememorandumsettingforththeflowoffunds on the Financial Closing Date.

“GAAP”meansgenerallyacceptedGAAPasineffectfromtimetotimeintheUnited States.

“Good-FaithContest”meansthecontestofanitemif(a)theitemisdiligentlybeing contestedingoodfaithand,whenapplicable,byappropriateproceedingstimelyinstituted,(b)adequatereservesareestablishedinaccordancewithGAAPwithrespecttothecontesteditem (if and to the extent GAAP require the establishment of such reserves) and (c)during the period of such contest, the enforcement of any contested item is effectively stayed.

“Governmental Approval” means (a)any authorization, consent, approval, license, lease, ruling, permit, tariff, rate, certification, waiver, exemption, filing, variance, claim, order, judgmentordecreeof,byorwith,(b) anyrequirednoticeto,(c) anydeclarationoforwith,or (d) anyregistration by orwith, any Governmental Authority.

“Governmental Authority” means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department, ministry, agency, authority,instrumentality,regulatorybody,court,centralbankorotherentitylawfullyexercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including FERC, NERC and any State PUC.

“Guarantee”oforbyanyPerson(the“guarantor”)meansanyobligation,contingentor otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any IndebtednessorotherobligationofanyotherPersoninanymanner,whetherdirectlyorindirectly, andincludinganyobligationoftheguarantor,directorindirect,(a)topurchaseorpay(oradvance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase(ortoadvanceorsupplyfundsforthepurchaseof)anysecurityforthepaymentthereof, (b)to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof or (c)as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Completion Date” means (a) with respect to the American Beech Project, the“GuaranteedCommercialOperationDate”asdefinedintheAmericanBeechPowerPurchase Agreement,(b)withrespecttotheBluebirdProject,the“GuaranteedCommercialOperationDate” as defined in the Bluebird Power Purchase Agreement, (c) with respect to the Prairie Project, the earliest “Guaranteed Commercial Operation Date” as defined in each Prairie Power Purchase Agreement.

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“Hazardous Material” means (a)any petroleum or petroleum products, flammable materials, explosives, radioactive materials, friable asbestos, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances and transformers or other equipment that contain dielectric fluidcontainingpolychlorinatedbiphenyls(PCBs)inregulatedconcentrations,(b)anychemicals, wastes, materials or substances which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or words of similar import under any Environmental Law, (c)any other chemical, waste, material or substance, exposure to which is now or hereafter prohibited, limitedorregulatedassuchunderanyEnvironmentalLaw,and(d)allothermaterials,substances or wastes of any nature with respect to which liability or standards of conduct are imposed under any Environmental Law.

“Hedging Agreement” means any interest rate protection or swap agreement, foreign currency exchange agreement, commodity (or other product) price protection agreement, power or energy swap agreement or other interest or currency exchange rate or commodity (or other product) or power or energy price hedging arrangement, including any forward sale, put option, synthetic put option, floor, cap, collar or other arrangement entered into by any Person to hedge suchPerson’sexposuretomovementsininterestrates,exchangeratesorthepriceofcommodities, power, energy or other products.“Hedging Agreement” shall not include any type of Ancillary Service, alternative energy credit, renewable energy credit, energy or capacity sales agreement.

“Hedging Settlement Value” means in respect of any one or more transactions under a HedgingAgreement,theordinarycoursesettlementamount(s)determinedinaccordancewithsuch Hedging Agreement, other than any Hedging Termination Value.

“Hedging Termination Value” means in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement or provisionsrelatingtosuchHedgingAgreements,(a)foranydateonorafterthedatesuchHedging Agreements have been wholly or partially closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b)for any date prior to the date referenced in clause(a), the amount(s) determined as if such Hedging Agreements were to be wholly or partially closed out as of such date and termination value(s) determined in accordance therewith as of such date.

“HoldCo Effective Date” means, with respect to each Project, the date the relevant HoldCo LLCA becomes effective and applies to such Project following its contribution to the relevant HoldCo.

“HoldCo(AmericanBeech)”meansato-be-formedindirectwholly-ownedSubsidiaryof Opco Borrower, which following the HoldCo Effective Date in connection with the American BeechProject,willownonehundredpercent(100%)oftheEquityInterestsintheAmericanBeech Project Company.

“HoldCo(Bluebird)”meansMN8FMGLLC,aDelawarelimitedliabilitycompanyand indirectwholly-ownedSubsidiaryofOpcoBorrower,whichfollowingtheHoldCoEffectiveDate

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inconnectionwiththeBluebirdProjectwillownonehundredpercent(100%)oftheEquity Interests in the Bluebird Project Company.

“HoldCo (Prairie)” means a to-be-formed indirect wholly-owned Subsidiary of Opco Borrower,whichfollowingtheHoldCoEffectiveDateinconnectionwiththePrairieProject,will own one hundred percent (100%) of the Equity Interests in the Prairie Project Company.

“HoldCoLLCA”meanswithrespecttoanyProject,theamendedoramendedandrestated limitedliabilitycompanyagreementoftheapplicableHoldCo,expectedtobeexecutedonthedate of the initial capital contribution related to a Project by the Class A Member(s) to such HoldCo under the Tax Equity ECCA or TC ECCA, as applicable, by and among the applicable Class B Member and Class A Member, which is in form and substance reasonably satisfactory to all Lenders.

“HoldCos” means HoldCo (American Beech), HoldCo (Bluebird) and HoldCo (Prairie), and each, a “HoldCo”.

“HV Contracts” means the American Beech HV BOP Agreement and the Bluebird HV EPC Contract, and each, an “HV Contract”.

“IFRS”meansInternationalFinancialReportingStandardsissuedbytheIFRSFoundation and the International Accounting Standards Board, as in effect from time to time.

“Improvements” means all buildings, structures, fixtures, and other similar improvements now or hereafter situated on a Site.

“Indebtedness” of any Person means, without duplication: (a)all indebtedness of such Personforborrowedmoneyorwithrespecttodepositsoradvancesofanykind;(b)allobligations ofsuchPersonevidencedbybonds(otherthansurety,appeal,orperformancebondstotheextent that such surety, appeal or performance bonds do not constitute or result in the incurrence of reimbursementobligationspayablebysuchPerson),debentures,notesorsimilarinstruments;(c)allobligationsofsuchPersonunderconditionalsaleorothertitleretentionagreementsrelating to property acquired by such Person; (d)all obligations of such Person in respect of the deferred purchasepriceofpropertyorservices(excludingtradeandaccountspayableandaccruedexpenses incurred in the ordinary course of business within one hundred eighty(180) days following the date they were incurred), if such purchase price is (i)due more than six(6) months from the incurrence of the obligation in respect thereof or (ii)evidenced by a note or similar written instrument;(e)allIndebtednessofotherssecuredby(orforwhichtheholderofsuchIndebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquiredbysuchPerson,whetherornottheIndebtednesssecuredtherebyhasbeenassumed;(f)all Guarantees by such Person of Indebtedness of others; (g)that portion of the obligations with respect to Capital Lease Obligations that is properly classified as a liability on a balance sheet in conformitywithGAAP;(h)allobligations,contingentorotherwise,ofsuchPersonasanaccount party in respect of letters of credit and letters of guaranty supporting obligations which would otherwise constitute Indebtedness within the meaning of this definition (excluding, for the avoidanceofdoubt,lettersofcreditexistingontheFinancialClosingDatewhichareanticipated

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to be replaced with letters of credit under this Agreement and for which cash collateral in an amount at least equal to the face amount of such letter of credit has been provided to the issuing bankthereof);(i) amountsdueandowingbysuchPersonunderallHedgingAgreements;and (j)allobligations,contingentorotherwise,ofsuchPersoninrespectofbankers’acceptances.The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing: (x)any obligation arising from any agreement providing for indemnities, guarantees, earnouts or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets shall not constitute “Indebtedness” unless and until such obligation becomes due and payable or certain to be due and payable and (y) any Loan under this Agreement shall constitute “Indebtedness”.

“Indebtedness Proceeds” means, with respect to the incurrence or issuance of any Indebtedness by any Project Group Member (other than Permitted Indebtedness), the Net Cash Proceeds received by any of the Project Group Members in connection with such incurrence or issuance.

“Indemnified Taxes” means (a)Taxes, other than Excluded Taxes, imposed on or with respecttoanypaymentmadebyoronaccountofanyobligationoftheBorrowerunderanyCredit Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitee”isdefinedinSection12.24(b)hereof.

“Independent Consultants” means, collectively, the Environmental Consultant, the Independent Engineer, the Insurance Consultant, and the Transmission Consultant.

“Independent Engineer” means Enertis Solar, Inc. or, as it relates to any Project, a successor appointed pursuant to Section 11.10of this Agreement.

“Independent Engineer’s Reports” means those certain reports titled (a) Independent EngineeringReviewforAmericanBeechSolarPhotovoltaicProject,datedDecember26,2024, (b) Independent Engineering Review for Prairie Solar Photovoltaic Project, dated December 26, 2024 , and (c) Independent Engineering Review for Bluebird Solar Photovoltaic Project, dated December 26, 2024 , each prepared by such Project’s Independent Engineer and delivered to the Administrative Agent in accordance with this Agreement.

“Independent System Operator” means an “ISO” as such term is defined in Section 3(28) of the FPA, and any entity determined by the FERC to meet the essential characteristics of an Independent System Operator as set forth in Order No. 888, as amended (61 FR 21,540 (May 10,1996),FERCStats.&Regs.P31,036(1996);orderonreh’g,OrderNo.888-A,62FR12,274 (Mar. 14, 1997), FERC Stats. & Regs.P 31,048 (1997); order on reh’g, Order No. 888-B, 81 FERC¶61,248(1997),orderonreh’g,OrderNo.888-C,82FERC61,046(1998),aff’dinrelevant part sub nom. Transmission Access Policy Study Group,etal. v. FERC, 225 F.3rd 667 (D.C. Cir. 2000), aff’d sub nom. New York v. FERC, 535 U.S. 1 (2002)).

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“Information” means all information received from (or on behalf of) the Sponsor or any of its Subsidiaries or any of their respective Affiliates or Related Parties relating to any of the foregoing or, in each case, any of their respective assets, businesses, or operations, or relating to any of the Operative Documents or the transactions contemplated thereby, other than any such information that is publicly available to the Administrative Agent, the Collateral Agent, any LenderoranyLCIssueronanonconfidentialbasispriortodisclosurebytheSponsororanyofits SubsidiariesoranyoftheirrespectiveAffiliatesorRelatedPartiesotherthanasaresultofabreach of Section 12.33by such Person or its Related Parties.Any Person required to maintain the confidentiality of Information as provided in Section 12.33shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information or, in thecase ofthe AdministrativeAgent andthe CollateralAgent, the confidential information of other customers in similar transactions.

“Insurance Consultant” means Moore-Mcneil LLC or its successor appointed pursuant to Section 11.10of this Agreement.

“InsuranceRequirements”isdefinedinSchedule7.2attachedhereto.

“InterconnectionAgreements”means,collectively,theAmericanBeechInterconnection Construction Service Agreement, the American Beech Interconnection Service Agreement, the Bluebird Interconnection Construction Service Agreement, the Bluebird Interconnection Service Agreement and the Prairie Generator Interconnection Agreement, each an “Interconnection Agreement”.

“Interest Period” means, as to any SOFR Loan or SOFR Borrowing, the period commencing on the date of such SOFR Loan or SOFR Borrowing and ending on the following Quarterly Date; provided that (i)if any Interest Period would end on a day other than a U.S. GovernmentSecuritiesBusinessDay,suchInterestPeriodshallbeextendedtothenextsucceeding U.S. Government Securities Business Day unless such next succeeding U.S. Government SecuritiesBusinessDaywouldfallinthenextcalendarmonth,inwhichcasesuchInterestPeriod shallendonthenextprecedingU.S.GovernmentSecuritiesBusinessDay,(ii)anyInterestPeriod thatcommencesonthelastU.S.GovernmentSecuritiesBusinessDayofacalendarmonth(oron a day for which there is no numerically corresponding day in the last calendar month of such InterestPeriod)shallendonthelastU.S.GovernmentSecuritiesBusinessDayofthelastcalendar month of such Interest Period and (iii)no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a SOFR Loan or SOFR Borrowing initially shall be the date on which such SOFR Loan or SOFR Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such SOFR Loan or SOFR Borrowing.

“InterpartyAgreement”means,withrespecttoeachoftheProjects,acustomaryconsent and agreement or interparty agreement among, inter alia, the relevant Class A Members and the Collateral Agent, dated as of the applicable Tax Equity Closing Date or TC Structure Effective Date, in form and substance reasonably satisfactory to the Required Lenders.

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“Inverter Supply Agreements” means, collectively, the American Beech PCS Skid and Commissioning Purchase Order, the Bluebird Inverter Supply Agreement and the Prairie PCU Supply Agreement, and each, an “Inverter Supply Agreement”.

“Investment” means, for any Person: (a)the acquisition (whether for cash, property, servicesorsecuritiesorotherwise)ofcapitalstock,bonds,notes,debentures,partnershiporother ownership interests or other Securities of, or capital contribution to, any other Person or any agreement to make any such acquisition or contribution; (b)the making of any deposit with, or advance, loan, extension of credit to, or purchase or other acquisition of an interest in, any other Person, but excluding any such advance, loan or extension of credit having a term not exceeding onehundredeighty(180)daysarisinginconnectionwiththesaleofinventoryorsuppliesbysuch Personintheordinarycourseofbusiness;or(c)theenteringintoofanyGuaranteeofIndebtedness of any other Person.Notwithstanding the foregoing, Hedging Agreements shall not constitute “Investments”.

“InvestmentGradeRating”means,withreferencetoaPersonoranySecurities,thatthe PersonhasortheSecuritieshavebeenassignedaCreditRatingof:(a) “BBB”orbetterbyS&P, (b)“Baa2”or better by Moody’s, or (c) “BBB” or better by Fitch.

“IRBDocuments”meanseachofthedocumentssetforthonScheduleB,insubstantially the form provided to the Administrative Agent and counsel on or prior to the Financial Closing Date.

“IRB Transaction” means the transactions expressly contemplated by the IRB Documents.

“IRS”meanstheUnitedStatesInternalRevenueService.

“ITC” means the investment tax credit applicable to energy property as defined in Section 48 of the Code, or any successor to such section.

“JVCo”meansAC1ASOALLC,aDelawarelimitedliabilitycompany.

“Knowledge” means, with respect to any Person, the actual knowledge of any chief executiveofficer,president,chieffinancialofficer,orprincipalaccountingofficerofsuchPerson or any other officer or employee of such Person with responsibility for the matter in question.

“LCAvailabilityPeriod”isdefinedinSection2.4(a)(i)hereof.

“LCCommitment”isdefined inSection2.4(a)(i)hereof.

“LCCommitmentFees”isdefinedinSection3.1(a)(iv)hereof.

“LC Credit Event” means (a)the issuance of, or extension of the expiration date or increaseintheamountof,anyLetterofCreditor(b)theextensionordeemedextensionofanyLC Loan.

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“LCIssuer”or“LCIssuingBank”meansNatixis,NewYorkBranch,anditssuccessors and assigns in such capacity.

“LC Lender” means any Lender with (a)an obligation to advance LC Loans in an aggregate principal amount not to exceed such Lender’s LC Loan Commitment or (b)an outstanding LC Loan.

“LCLoan”meanstheLoansinrespectofLettersofCreditspecifiedinSection2.4(c)(ii)or, as the context may require, their principal amount from time to time outstanding, whether outstanding as a Base Rate Loan or SOFR Loan or otherwise (each of which is a Type of Loan hereunder).

“LC Loan Commitment” means, with respect to any Lender, the Dollar commitment of suchLender,ifany,toacquireparticipationsintheLettersofCreditandmakeLCLoanspursuant toSection2.4(c)(ii)inanaggregateprincipalamountnottoexceedtheamountsetforthunderthe heading “LC Loans” opposite such Lender’s name on Part B of Schedule 1.1(a), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its LC Loan Commitment, as applicable, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender under Section 12.19.

“LCLoanMaturityDate”meanstheearliertooccurof(a)July1,2026and(b)thedate of any acceleration of the LC Loans following an Event of Default.

“LCNote”isdefinedinSection2.10(d)hereof.

“LCObligations”meansasatanydateofdetermination,theaggregateamountavailable to be drawn under all outstanding Letters of Credit plus the aggregate amount of all Reimbursement Obligations with respect to Letters of Credit, if any.

“Lenders” means the banks or other financial institutions from time to time party hereto as lenders and as LC Issuers.

“Lending Office” is defined in Section 10.4hereof.

“Letter of Credit” is defined in Section 2.4(a)(i)hereof.

“LetterofCreditFee”isdefinedinSection3.1(b)hereof.

“Lien” means, with respect to any asset, (a)any mortgage, deed of trust, lien, pledge, hypothecation,encumbrance,chargeorsecurityinterestin,onorofsuchassetand(b)theinterest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan”meansanLCLoan,aConstructionLoan,aBridgeLoanoranUpsizeBridgeLoan, as the context requires.

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“Loan Commitments” means the LC Loan Commitments, Construction Loan Commitments, the Bridge Loan Commitments or the Upsize Bridge Loan Commitments, as the context requires.

“Loan Facility” means the LC Loan Commitments, Construction Loan Facility, the Bridge Loan Facility or the Upsize Bridge Loan Facility, as the context requires.

“LoanParties”means,collectively,(a)theDevcoBorrowerandDevcoPledgor(ineach case, solely prior to the Back-Leverage Dates for all Projects), (b) the Opco Borrower and Opco Pledgor,(c)PrairieHoldings,HoldCo(Prairie)andPrairieProjectCompany(ineachcase,solely prior to the Back-Leverage Date for the Prairie Project), (d) Bluebird Solar Investments, HoldCo (Bluebird) and Bluebird Project Company (in each case, solely prior to the Back-Leverage Date for the Bluebird Project), (e) HoldCo (American Beech) and American Beech Project Company (in each case, solely prior to the Back-Leverage Date for the American Beech Project), (f) each Class B Member.

“Loss Proceeds” means insurance proceeds, condemnation awards or other similar compensation, awards, damages and payments or relief (exclusive, in each case of proceeds of businessinterruptioninsuranceandotherpaymentsreceivedforinterruptionofoperationsduring the applicable period and the proceeds of workers’ compensation, employees’ liability and automobile liability insurance) in respect of any Casualty Event or Event of Eminent Domain.

“LossProceedsAccount”hasthemeaningsetforthintheDepositaryAgreement.

“Major Project Participants” means any Person (other than a Project Group Member) thatispartytoanOperativeDocument;providedthatsuchPersonshallceasetobeaMajorProject Participant when all material obligations (other than with respect to confidentiality or any contingent obligations (other than warranty obligations) with respect to which no claim has then been asserted) of such Person under all Operative Documents to which it is a party have been performed and/or paid in full.

“MandatoryPrepayment”isdefinedin Section 2.8(b)(i)hereof.

“Master Services Agreements” means, with respect to each Project, a Master Services AgreementinsubstantiallytheformprovidedtotheAdministrativeAgentandcounselonorprior to the Financial Closing Date with such changes thereto as are reasonably acceptable to the Administrative Agent, and each, a “Master Services Agreement”.

“Material Adverse Effect” means a material adverse effect on (a)the business, operations,affairs,financialcondition,assetsorpropertiesoftheBorrowerand/oranyProject, (b)theabilityoftheLoanPartiestoperformtheirmaterialobligationsundertheCreditDocuments or (c) the validity or enforceability of this Agreement or the other Credit Documents.

“Material Governmental Approvals” means the Governmental Approvals necessary or requiredfor(a)theexecution,deliveryandperformancebytheBorroweroftheCreditDocuments or(b)thedevelopment,ownership,construction(asapplicable),operationandmaintenanceofthe

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Projects in accordance with Applicable Law, except, in the case of clause(b), for such Governmental Approvals the failure of which to obtain or maintain could not reasonably be expected to materially or adversely affect any Project.

“MaterialIndebtedness”means,atanytime,anyIndebtednessoftheBorrowerandtheir Subsidiarieswhich,individuallyorcollectively,hasanaggregateoutstandingprincipalamountat suchtimeinexcessoftwomillionDollars($2,000,000)(otherthan(a)Indebtednessevidencedby any Credit Document, or (b)intercompany Indebtedness among the Borrower or among the Borrower and their Subsidiaries).

“MaturityDate”meanstheConstructionLoanMaturityDate,theBridgeLoanMaturity Date, the LC Loan Maturity Date and the Upsize Bridge Loan Maturity Date, as the context may require.

“MBRAuthority”meansanorderissuedbyFERC(a)granting,pursuanttoSection205 of the FPA and FERC’s regulations thereunder, authorization to make wholesale sales of electric energy,capacityand,totheextentapplicable,certainAncillaryServicesatnegotiated, market-based rates; (b) accepting a tariff for filing providing for such sales; and (c) granting the regulatorywaiversandexemptions,andtheblanketauthorizationscustomarilygrantedtoentities with MBR Authority, including blanket authorization for the issuance of securities and assumptions of liabilities under Section204 of the FPA and FERC’s implementing regulations at 18 C.F.R. Part 34.

“Mechanical Completion Date” means the date on which, (a) with respect to the American Beech Project, “Project Mechanical Completion”, as defined in the American Beech EPC Contract, (b) with respect to the Bluebird Project, “Project Mechanical Completion” as definedintheBluebirdEPCContract,(c)withrespecttothePrairieProject,“ProjectMechanical Completion” as defined in the Prairie EPC Contract, occurs.

“Merchant Curve” means merchant energy curves prepared by Wood Mackenzie or any other Person reasonably satisfactory to the Administrative Agent.

“MinimumEquityCommitment”meansthegreaterof(i)20%oftheaggregateamount of Project Costs as set forth in the Base Case Model on the Financial Closing Date and (ii) the aggregate amount of Project Costs as set forth in the Base Case Model on the Financial Closing minus the aggregate Construction Loan Commitments, Bridge Loan Commitments and Upsize BridgeLoanCommitments;provided,thatifanyProjectissoldortransferredpursuanttoclause (k) of the definition of “Permitted Disposition”, the Minimum Equity Commitment will be redetermined at such time based on an updated Base Case Model, reasonably satisfactory to the Administrative Agent, updated solely to reflect such sale or transfer and excluding the Project Costs, Project Revenues, Commitments and other items attributable to such Project.

“Module Supplier” means (a) with respect to the Bluebird Project and American Beech Project,JinkoSolar(U.S.)IndustriesInc.and(b)withrespecttothePrairieProject,RunergyUSA Trading LLC.

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“Module Supplier Guarantors” means, collectively, the guarantors under the American Beech Module Supplier Parent Guaranty and the Bluebird Module Supplier Parent Guaranty.

“ModuleSupply Agreements” means,collectively,theAmericanBeech ModuleSupply Agreements, American Beech Module Supplier Parent Guaranty, Bluebird Module Supply Agreement,BluebirdModuleSupplierParentGuaranty,BluebirdModuleBuyerParentGuaranty, Prairie Module Supply Agreement and Prairie Module Purchaser Parent Guaranty, and each, a “Module Supply Agreement”.

“Moody’s”meansMoody’sInvestorsService,Inc.

“Mortgages”meanstheAmericanBeechMortgage,theBluebirdMortgageandthePrairie Mortgage.

“MortgagedProperty”hasthemeaningassignedtotheterm“Property”intheAmerican Beech Mortgage, Bluebird Mortgage and the Prairie Mortgage, as applicable.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section4001(a)(3) of ERISA for which any Loan Party or any ERISA Affiliate had an obligation to contribute over the five (5) preceding calendar years.

“NationalFloodInsuranceProgram”meanstheprogramcreatedpursuanttotheFlood Laws.

“NERC”meanstheNorthAmericanElectricReliabilityCorporationoranysuccessor,

and any regional entity thereunder exercising delegated authority therefrom (or their respectivesuccessors).

“NetCashProceeds”means,asapplicable:

(a)    withrespecttoanyAssetDisposition,theexcess,ifany,of(i)thesumofCashand Permitted Investments actually received by any Project Group Member in connection with such Asset Disposition (including any Cash or Permitted Investments received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) and not diverted to the Class A Member pursuant to the terms of the applicable HoldCo LLCA over (ii) the sum of (A) the reasonable out of pocket costs, fees, commissions, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connection with such Asset Disposition to the extent such amounts were not deducted in determining the amount referred to in clause(i), (B) federal, state, provincial, foreign and local Taxes reasonably estimated to be actually payable by the Loan Parties within the current or the immediatelysucceedingtaxyearasaresultofanygainrecognizedinconnectiontherewithtothe extentsuchamountswerenotdeductedindeterminingtheamountreferredtoinclause(i),and(C) any amounts due to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section2.8(c)in connection with a Mandatory Prepayment in connection with such Asset Disposition.

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(b)    withrespecttotheincurrenceorissuanceofanyIndebtednessbyanyProjectGroup Membertheexcess,ifany,of(i)thesumoftheCashandPermittedInvestmentsactuallyreceived byanyProjectGroupMemberinconnectionwithsuchincurrenceorissuanceandnotdivertedto theClassAMemberpursuanttothetermsoftheapplicableHoldCoLLCAover(ii)thesumof (A)the underwriting discounts and commissions or other similar payments, other reasonable out of pocket costs, fees, commissions, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connection with such incurrence or issuance to the extent such amounts were not deducted in determining the amount referred to in clause(i), and (B)any amounts due to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section2.8(c)in connection with a Mandatory Prepayment in connection with such incurrence or issuance of Indebtedness.

(c)    withrespecttotheterminationofanyProjectDocument,theexcess,ifany,of (i)thesumofCashandPermittedInvestmentsactuallyreceivedbyanyProjectGroupMemberin connection with such termination and not diverted to the Class A Member pursuant to the terms oftheapplicableHoldCoLLCAover(ii)thesumof(A)thereasonablecosts,fees,commissions, fees, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connectionwithsuchterminationtotheextentsuchamountswerenotdeductedindeterminingthe amount referredtoinclause(i),and(B)anyamountsduetotheLendersunderSections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section2.8(c)in connection with a Mandatory Prepayment in connection with such termination of Project Documents.

(d)    with respect to any Casualty Event or Event of Eminent Domain, the aggregate amount of Loss Proceeds actually received by any Project Group Member (including by distribution from its Subsidiary) in connection with such Casualty Event or Event of Eminent Domain, in cash or Cash Equivalents.

“Non-RecourseEntity”isdefinedinSection12.21hereof.

“Non-RecourseParty”isdefinedinSection12.21hereof.

“Note”means,collectively,theConstructionLoanNotes,theBridgeLoanNotes,the Upsize Bridge Loan Notes and the LC Notes.

“NoticeofBorrowing”meansaNoticeofConstructionLoanBorrowing,Noticeof Bridge Loan Borrowing or a Notice of Upsize Bridge Loan Borrowing.

“Notice of Bridge Loan Borrowing” is defined in Section 2.2(b) hereof.

“NoticeofConstructionLoanBorrowing”isdefinedinSection2.1(b)hereof.

“Notice of Continuation/Conversion” is defined in Section 2.7(a)hereof.

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“NoticeofIssuance”isdefinedinSection2.4(b)(i)hereof.

“NoticeofUpsizeBridgeLoanBorrowing”isdefinedinSection2.3(b)hereof.

“O&MAgreements”means,withrespecttoeachProject,anOperationsandMaintenance AgreementinsubstantiallytheformprovidedtotheAdministrativeAgentandcounselonorprior to the Financial Closing Date with such changes thereto as are reasonably acceptable to the Administrative Agent, and each, a “O&M Agreement”.

“Obligations” means, (a)all obligations of the Borrower to pay principal and interest on the Loans; (b)until such time that they become Loans pursuant to Section2.4(c)(ii), all Reimbursement Obligations; (c)all fees and charges payable under this Agreement; and (d)all other payment obligations of the Borrower and the other Loan Parties arising under or in relation to any Credit Document (including all obligations of the Borrower under the Permitted Hedging Agreements),ineachcase,whethernowexistingorhereafterarising,dueortobecomedue,direct orindirect,absoluteorcontingent,andhowsoeverevidenced,heldoracquired;provided,however, that Obligations shall not include any Excluded Swap Obligations.

“OFAC”meanstheOfficeofForeignAssetsControloftheUnitedStatesDepartmentof the Treasury.

“Officer’s Certificate” means a certificate of an Authorized Officer of each applicable Loan Party.

“OpcoBorrower”hasthemeaninggiven inthe preamble.

“OpcoPledgor”meansMN8PortfolioIVLLC,aDelawarelimitedliabilitycompany.

“Operating Costs” means, with respect to each Project, for any period, all actual cash maintenanceandoperationcosts and expenses in relationtosuchProjectpaid forsuchperiod,all costsandexpensesofmanaging,administeringandoperatingsuchProject,thecostsofrepairsand replacements for such period, all applicable federal, state and local taxes, including real estate taxes,paidforsuchperiod,insurancepremiumsanddeductiblespaidduringsuchperiod,costsof any utilities and consumables for such period, payments under any lease paid for such period, payments pursuant to the agreements for the management, operation and maintenance of such Project(including,withoutlimitation,pursuanttotheapplicableProjectDocuments)paidforsuch period,alllegal,accounting,audit,taxpreparationandotherprofessionalfees,costsandexpenses withrespecttosuchProjectpaidforsuchperiod,costsandexpensesinconnectionwithobtaining, transferring, maintaining or amending or otherwise incurred in connection with the requirements of any Applicable Permits paid during such period, and reasonable general and administrative expenses paid during such period, including payments to the Borrower’s Affiliates that are the counterparties to the applicable Project Documents (including, without limitation, any management fees under the Tax Equity Documents or TC Structure Documents, as applicable); provided, however, that Operating Costs shall not include (x) any non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeepingentriesofasimilarnatureand(y)interestchargesandchargesforthepaymentor

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amortization of principal of indebtedness of the Borrower (other than those relating to Permitted Indebtedness described in clauses (c), (d), (f)and (i)of the definition thereof).

“Operative Document” means, individually or collectively, as the context may require, the Credit Documents, the Project Documents, and, with respect to each Project, the applicable Tax Equity Documents, TC Structure Documents or Tax Credit Transfer Documents.

“OptionalPrepayment”isdefined inSection2.8(a)hereof.

“Organizational Documents” means, as to any Person, the articles of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, partnership agreement or other organizational or governing documents of such Person.

“Original Project Document” means, individually or collectively, as the context may require,theAmericanBeechJVOperatingAgreement,AmericanBeechJVOperatingAgreement Guaranty, the Module Supply Agreements, the Warehouse Agreements, the O&M Agreements, the Bluebird Energy Management Agreement, the Master Services Agreements, the EPC Contracts, the HV Contracts, the Transformer Purchase Agreements, the Tracker Supply Agreements,theInverterSupplyAgreements,theInterconnectionAgreements,theRealProperty Documents, the Construction Management Agreement, the Power Purchase Agreements, the Prairie Shared Facilities Agreement, and (once executed) the IRB Documents.

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed as a resultofapresentorformerconnectionbetweenanyrecipientandthejurisdictionimposingsuch Tax(otherthanconnectionsarisingfromtherecipienthavingexecuted,delivered,becomeaparty to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“OtherTaxes”meansallpresentorfuturestamp,courtordocumentary,recording,filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other ConnectionTaxesimposedwithrespecttoanassignment(otherthananassignmentmadepursuant to Section 2.13(c)).

“Participant Register” is defined in Section 12.18hereof.

“Participating Interest” is defined in Section 2.4(e)(i)hereof.

“ParticipatingLCLender”isdefinedinSection2.4(e)(i)hereof.

“PATRIOT Act” is defined in Section 12.32hereof.

“Payment Date” means (a)as to any Base Rate Loan, each of the last Business Day inMarch,June,SeptemberandDecemberineachyearand(b) astoanySOFRLoan,thelastU.S.

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GovernmentSecuritiesBusinessDayofeachInterestPeriodtherefor;providedthatthefirst Payment Date shall be the last Business Day in March 2025.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Permits” means any action, approval, consent, waiver, exemption, variance, franchise, approval, ruling, permit, certification, exemption order, authorization, right or license of or from, or filing for registration by or with, a Governmental Authority.

“PermittedDispositions”means:

(a)    any sale, assignment, issuance, transfer or other disposition of any assets or propertybyandamongtheProjectGroupMembers(otherthananyTransferofownershipinterests inanyProjectGroupMemberunlesssuchTransferismadeinconnectionwithaPermittedTE/TC Reorganization);

(b)    any sale of energy, capacity, alternative energy credits, renewable energy credits, Ancillary Services or other products by a Project Group Member;

(c)    thegranting or existenceof any Permitted Lien;

(d)    anyCasualty Event or Eventof EminentDomain;

(e)    any sale, assignment, transfer or other disposition of any assets, land (including land options) or property that (i)is determined by a Project Group Member to be worn-out, obsoleteornotnecessaryinthebusinessofsuchProjectGroupMember,(ii)issoldortransferred atfairmarketvalueand(iii)thathasavaluenotinexcessofonemillionDollars($1,000,000)per sale or series of related sales and not in excess of two million Dollars($2,000,000) in the aggregate;

(f)    any sale or other such disposition of property (other than Mortgaged Property) so long as the property that is disposed is of equal or lesser value and utility than the property that replaces it (which replacement property shall constitute Collateral as shall be evidenced to the reasonable satisfaction of the Required Lenders) if the aggregate value of the property being replacedinoneoraseriesofrelatedtransactionsisnotinexcessoftenmillion Dollars ($10,000,000);

(g)    thetransferorissuanceof“ClassA”interests(orequivalent)inanyHoldCotothe relevantClassAMemberinaccordancewithTaxEquityDocumentsorTCStructureDocuments, as applicable;

(h)    transactionspermittedpursuanttoSection8.4orSection8.8;

(i)    anysale,assignment,transferorotherdispositionofITCsmadeinaccordancewith applicable Tax Credit Transfer Documents executed in accordance with Section 7.22;

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(j)    RestrictedPaymentsmadeinaccordancewithSection8.7;

(k)    so long no Event of Default (other than any Event of Default applicable solely to theProjectbeingsoldortransferred)hasoccurredandiscontinuingandtheprepaymentrequired by Section2.8(b)(i)(8)is made substantially concurrently with the consummation of such sale or transfer, sales or transfers (including transfers to Affiliates) of any Project, provided, that the AmericanBeechProjectshallnotbepermittedtobesoldortransferredpriortothedateonwhich the Mechanical Completion Date with respect to the Prairie Project has occurred; and

(l)    any sale, assignment, issuance, transfer or other disposition of any assets or property of Bluebird Project Company to County of Harrison, Kentucky pursuant to the IRB Transaction,provided,thattheBluebirdProjectCompanyretainstherighttocontrolandusesuch assets and property as contemplated under the Project Documents and Credit Documents.

“Permitted Encumbrances” means the specific exemptions to coverage identified in ScheduleBtoeachTitlePolicy(ortheProFormaTitlePolicydeliveredontheFinancialClosing Date) and exceptions listed or described in the landowner estoppel certificates and reasonably approved (or accepted) by the Required Lenders.

“PermittedHedgingAgreement”meansanyHedgingAgreement,includingwithrespect tointerestratehedging,enteredintobyaBorrowerwithaPermittedHedgingCounterpartythatis enteredintointheordinarycourseofbusinessandnotforthepurposeofspeculationinaccordance with Section 7.17.

“PermittedHedgingCounterparty”meansanyPerson(otherthantheBorrower)thatis the Administrative Agent, a Lender or any of their respective Affiliates at the time such Person enters into a Hedging Agreement with the Borrower.

“PermittedIndebtedness”means:

(a)    IndebtednesspursuanttothisAgreement;

(b)    Indebtedness pursuant to the Credit Documents (including obligations of the Borrower under Permitted Hedging Agreements);

(c)    solelywithrespecttotheProjectCompanies,tradeaccountspayable(otherthanfor borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so longassuchtradeaccountspayableoraccruedexpensesare(i)notmorethansixty(60)dayspast dueorbeingcontestedingoodfaithbyappropriateproceedingspromptlyinstitutedanddiligently conducted and (ii) are covered by the applicable Project Budget;

(d)    solelywithrespecttotheProjectCompanies,purchasemoneyorleaseobligations to the extent covered by the applicable Project Budget and incurred in the ordinary course of business, in an aggregate amount not to exceed two million Dollars ($2,000,000);

(e)    unsecured loans provided by a Borrower, Class B Member or Class A Member to a HoldCo in accordance with the applicable HoldCo LLCA;

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(f)    Indebtedness consisting of the financing of insurance premiums in the ordinary course of business, in an aggregate amount not to exceed five hundred thousand Dollars ($500,000);

(g)    to the extent constituting Indebtedness, obligations under any Permit or Project Document (other than Indebtedness for borrowed money);

(h)    any other unsecured Indebtedness (other than from an Affiliate of the Borrower) not to exceed two million Dollars($2,000,000) in aggregate principal amount, in each such case, incurred for the purpose of working capital, operating reserves, to the extent necessary for the construction and operation of a Project, or for any other purpose not inconsistent with this Agreement;

(i)    Indebtednessarisingfromthehonoringbyabankorotherfinancialinstitutionofa check,draft,paymentorderorotherdebitdrawn,presentedorissuedagainstinsufficientfundsin the ordinary course of business; provided that the Indebtedness described in this clause (i)is extinguished within fifteen (15) Business Days of its incurrence;

(j)    IndebtednessexistingasoftheFinancialClosingDateandlistedonSchedule5.17hereof; and

(k)    to the extent constituting Indebtedness, contingent obligations under or in respect ofperformancebonds,bidbonds,appealbonds,suretybonds,financialassurancesandcompletion guarantees and indemnification obligations, in each case incurred in the ordinary course of business and not in connection with Indebtedness for borrowed money.

“PermittedInvestments”means:

(a)    investments in direct obligations of, or obligations the principal of and interest on whichareunconditionallyguaranteedby,theUnitedStates(orbyanyagencythereoftotheextent such obligations are backed by the full faith and credit of the United States of America), in each case maturing in not more than three hundred sixty-five(365) days from the date of acquisition thereof;

(b)    investments in certificates of deposit, bankers’ acceptances and time deposits maturingwithinthreehundredsixty-five(365)daysfromthedateofacquisitionthereofissuedor guaranteed by or placed with, and money market deposit accounts issued or offered by, any Acceptable Bank;

(c)    investmentsincommercialpaper,maturinginnotmorethanthreehundred sixty-five(365)daysfromthedateofacquisitionthereof,whichareratedonthedateofacquisition at least A-1 or P-1 by S&P or Moody’s, respectively;

(d)    fullycollateralizedrepurchaseagreementswithatermofnotmorethanthirty(30) days for securities described in clause (a)above and entered into with an Acceptable Bank;

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(e)    investments in money-market funds having assets of at least $500,000,000 which invest solely in securities described in clauses(a)through (d)above and which have a maximum maturity of one(1) year or less after the date of acquisition; provided that, the average maturity date of the holdings in any such funds shall not exceed one hundred eighty (180) days;

(f)    other short-term investments utilized in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing; and

(g)    investments by the Bluebird Project Company and Bluebird Solar Investments in each other or in or to County of Harrison, Kentuckypursuant to the IRB Transaction and investments by the American Beech Project Company in JVCo as required pursuant to the American Beech JV Operating Agreement (including all payments required thereby).

“PermittedLiens”means:

(a)    LienscreatedpursuanttotheOperativeDocuments;

(b)    Liens imposed by any Governmental Authority for Taxes that are not yet due and payable or that are the subject of a Good-Faith Contest;

(c)    Liens in connection with clauses(b)and (d)of the definition of “Permitted Indebtedness”;

(d)    LiensexistingasoftheFinancialClosingDateandlistedonSchedule 1.1(b)

hereof;

(e)    Liensconstitutingsurveyrestrictions,encumbrancesinthenatureofzoning restrictions, condemnations, easements, encroachments, covenants, rights-of-way, defects, mineral interests that appear of record, irregularities and rights or restrictions of record on the title or use of real property, in each case that (A) do not secure any monetary obligations, (B) would not materially detract from the value of the applicable property for the use as of the date hereof, (C) wouldnotinterfereinanymaterialrespectwiththeordinaryconductofbusinessoftheBorrower asconductedasofthedatehereoforascontemplatedbytheOperativeDocuments,(D)couldnot reasonablybeexpectedtoresultinamaterialchangetothescopeofanyProjectorinasubstantial change from the general nature of the business in which any Project Company or the Borrower is engaged on the date of this Agreement or as contemplated by the Operative Documents, and (E) could not reasonably be expected to result in a Material Adverse Effect;

(f)    deposits or pledges to secure statutory obligations relating to worker’s compensation and/or unemployment insurance or other social security legislation;

(g)    carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, suppliers’, constructionorothersimilarLiensarisingintheordinarycourseofbusinessorintherestoration, repairorreplacementoftheProjectsinaccordancewiththisAgreementorinconnectionwiththe construction of the Projects that are (x)not past-due or (y)are being contested in good faith and that are adequately bonded or in respect of which adequate reserves have been established;

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(h)    judgmentLiensorliensinfavorofaGovernmentalAuthorityarisinginconnection with any condemnation or eminent domain proceeding by such Governmental Authority, which proceeding, in each case, does not otherwise constitute an Event of Default;

(i)    Liens, deposits or pledges to secure obligations or performance of bids, leases, tenders, or contracts (other than for the repayment of borrowed money), or for purposes of like nature in the ordinary course of its business;

(j)    customary rights of set-off, revocation, refund or chargeback under deposit agreementsorundertheUniformCommercialCodeinfavorofbanksorotherfinancialinstitutions where the Borrower maintains deposits in the ordinary course of business, which are not created with the intention of effectively securing debt;

(k)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods arising in the ordinary course of business;

(l)    Liens solely from precautionary UniformCommercial Code financing statement filings with respect to operating leases;

(m)    Liens securing payment of premiums on insurance to be paid in accordance with Section7.2; provided, however, that the amount of such Lien shall not exceed the amount of the premium being financed at such time and related taxes, fees and assessments, and any recourse with respect to such Lien shall be limited to the insurance proceeds that are payable in respect of such insurance premium which is being financed;

(n)    Liens created pursuant to the Organizational Documents of any Project Group Member of any of its Subsidiaries (including any Tax Equity Documents or TC Structure Documents);

(o)    exceptionslistedordescribedinthelandownerestoppelcertificatesandreasonably approved by the Required Lenders;

(p)    PermittedEncumbrances;

(q)    [Reserved];

(r)    farm tenant leases that are legally or contractually subordinate to the applicableReal Property Documents; and

(s)    LiensontheassetsoftheBluebirdProjectCompany(otherthanforborrowed money) pursuant to the IRB Documents.

“PermittedTE/TCReorganization”isdefinedinSection8.4hereof.

“Person” means any natural person, firm, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, state or agency of a state or any association, consortium or other entity.

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“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of TitleIV of ERISA or Section412 of the Code or Section302 of ERISA,andinrespectofwhichanyLoanPartyoranyERISAAffiliateare(or,ifsuchplanwere terminated, would under Section4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement (Devco)” means that certain Pledge Agreement, dated as of the FinancialClosingDate,dulyexecutedbytheDevcoPledgorandtheCollateralAgent,asamended, restated,modified,renewed,extended,refunded,refinanced,replaced,supplementedorotherwise modified from time to time.

“Pledge Agreement (Opco)” means that certain Pledge Agreement, dated as of the FinancialClosingDate,dulyexecutedbytheOpcoPledgorandtheCollateralAgent,asamended, restated,modified,renewed,extended,refunded,refinanced,replaced,supplementedorotherwise modified from time to time.

“Pledge Agreements” means, collectively, the Pledge Agreement (Devco), the Pledge Agreement (Opco) and any Class A Member Pledge Agreement.

“Pledgor” means, (a) prior to the date on which the Back-Leverage Date for all Projects hasoccurred,collectively,theDevcoPledgorandtheOpcoPledgor,andeach,a“Pledgor”,and

(b) from and after the date on which the Back-Leverage Date for all Projects has occurred, theOpco Pledgor.

“Power Purchase Agreements” means, collectively, the Bluebird Power Purchase Agreement, the American Beech Power Purchase Agreement, and the Prairie Power Purchase Agreements, and each, a “Power Purchase Agreement”.

“Power Purchasers” means (a) with respect to the American Beech Power Purchase Agreement, Microsoft Corporation, a corporation organized under the laws of Washington, (b) with respect to the Bluebird Power Purchase Agreement, J. Aron & Company LLC, a New York limited liability company, and (c) with respect to the Prairie Power Purchase Agreement, (i) AkamaiTechnologies,Inc.,aDelawarecorporation,(ii)CityofCambridge,apoliticalsubdivision and municipal electricity aggregate program, (iii) Wayfair LLC, a Delaware limited liability company and (iv) Teradyne, Inc., a Massachusetts corporation.

“Prairie EPC Contract” means that certain Engineering, Procurement and Construction Agreement,datedasofOctober18,2024,byandbetweenPrairieProjectCompanyandBayWa r.e.PowerSolutions,Inc.,includingthatcertainLimitedNoticetoProceed,datedasofDecember 29, 2023, by and between Prairie Project Company and BayWa r.e. Power Solutions, Inc.

“Prairie Generator Interconnection Agreement” means that certain Generator InterconnectionAgreement,datedasofOctober24,2022,byandamongPrairieProjectCompany andAmerenServicesCompanyasagentforAmerenIllinoisCompanyd/b/a/AmerenIllinoisand the Midcontinent Independent System Operator, Inc.

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“Prairie Holdings” means Prairie Solar Holdings LLC, a Delaware limited liability company.

“Prairie Module Purchaser Parent Guaranty” means that certain Limited Guaranty, dated as of August 23, 2024, made by BayWa r.e. Solar Projects LLC in favor of Runergy USA Trading LLC.

“Prairie Module Supply Agreement” means that certain Module Supply Agreement, dated as of May 24, 2024, by and between Prairie Project Company and Runergy USA Trading LLC.

“Prairie Mortgage” means that certain Leasehold and Easement Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Illinois) from Prairie Project Companyfor the benefit of Collateral Agent .

“Prairie PCU Supply Agreement” means that certain Supply Agreement dated September 18, 2024, between Prairie Project Company and GE Grid Solutions, LLC.

“Prairie Power Purchase Agreements” means, collectively, (a)that certain Renewable Energy Product Purchase Agreement, dated as of September 26, 2023, by and between Prairie Project Company and Akamai Technologies, Inc., a Delaware corporation, (b)that certain RenewableEnergyProductPurchaseAgreement,datedasofSeptember14,2023,byandbetween PrairieProjectCompanyandCityofCambridge,apoliticalsubdivisionandmunicipalcorporation of the Commonwealth of Massachusetts, (c)that certain Renewable Energy Product Purchase Agreement, dated as of December 16, 2022, by and between Prairie Project Company and Teradyne, Inc., a Massachusetts corporation, as amended by that certain First Amendment to Renewable Energy Product Purchase Agreement, dated June 20, 2023, that certain Second AmendmenttoRenewableEnergyProductPurchaseAgreement,datedJuly21,2023,thatcertain Third Amendment to Renewable Energy Product Purchase Agreement, dated August 19, 2023, thatcertainFourthAmendmenttoRenewableEnergyProductPurchaseAgreement,datedAugust 25,2023,thatcertainFifthAmendmentToRenewableEnergyProductPurchaseAgreement,dated September 1, 2023, and that certain Sixth Amendment to Renewable Energy Product Purchase Agreement, dated September 8, 2023, and (d)that certain Renewable Energy Product Purchase Agreement,datedasofDecember22,2022,byandbetweenPrairieProjectCompanyandWayfair LLC, a Delaware limited liability company, as amended by that certain First Amendment to Renewable Energy Product Purchase Agreement, dated June 16, 2023, that certain Second AmendmenttoRenewableEnergyProductPurchaseAgreement,datedJuly21,2023,thatcertain Third Amendment to Renewable Energy Product Purchase Agreement, dated August 19, 2023, thatcertainFourthAmendmenttoRenewableEnergyProductPurchaseAgreement,datedAugust 31,2023,andthatcertainFifthAmendmentToRenewableEnergyProductPurchaseAgreement, dated September 8, 2023, and each of the agreements in the foregoing clauses(a)through (d)individually, a “Prairie Power Purchase Agreement”.

“PrairieProject”meanstheapproximately183MWsolarphotovoltaicenergyproject located in Champaign County, Illinois.

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“PrairieProjectBeginningofConstructionCertificate”meansthatcertaincertificate in the form attached as Exhibit Ohereto.

“PrairieProjectCompany”means,PrairieSolar1,LLC,aDelawarelimitedliability company.

“PrairieProjectEnergyCommunityAdderCertificate”meansthatcertaincertificate in the form attached as Exhibit Rhereto.

“PrairieSharedFacilitiesAgreement”means(a)thatcertainConsentAgreement,dated asofMarch27,2023,byandbetweenPrairieProjectCompanyandLittlePrairieSolarLLCand (b)thatcertainSharedFacilitiesAgreement,datedasofAugust21,2024,byandbetweenPrairie Project Company and Little Prairie Solar LLC.

“PrairieSite”meanstherealpropertydescribedonExhibitA-2ofthePrairieProForma.

“Prairie Title Policy” is defined in Error! Reference source not found.hereof.

“PrairieTrackerPilePurchaseOrder”meansthatcertainPurchaseOrderNo.P0284- 6259, dated September 5, 2024, by and between Prairie Project Company and Unimacts Global, LLC, as amended by Change Order No. 1, dated September 19, 2024.

“Prairie Tracker Supply Agreement” means that certain Tracker Master Supply Agreement,datedasofAugust30,2024,byandbetweenPrairieProjectCompanyandArrayTech, Inc., a New Mexico corporation.

“Prairie Transformer Purchase Agreement” means that certain Purchase Order No. P-0235-911, dated as of August 23, 2019, by and between Virginia Transformer Corporation and Prairie Project Company (as assignee of BayWa r.e. Solar Projects LLC, pursuant to that certain AssignmentandAssumptionAgreement,datedasofSeptember11,2023,byandbetweenBayWa r.e. Solar Projects LLC and Prairie Project Company), as amended by that certain Change Order No. 1, dated February 28, 2020, and that certain Change Order No. 2, dated January 9, 2024.

“PrairieSurvey” isdefined inSection6.1(q)hereof.

“PrairieWarehouseAgreement”meanstheWarehouseAgreement,datedasofOctober 3, 2024, between Prairie Project Company and C.H. Robinson Worldwide, Inc.

“PrepaymentDate”isdefinedin Section 2.8(b)(ii)hereof.

“Pro Forma Title Policy” means each of the Bluebird Pro Forma, the American Beech Pro Forma, and the Prairie Pro Forma.

“ProjectBudgets”isdefinedinSection6.1(n)hereof.

“ProjectCompanies”meanstheAmericanBeechProjectCompany,theBluebirdProject Company and the Prairie Project Company, and each, a “Project Company”.

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“Project Completion Date” means, the earliest of (i)(a) with respect to the American BeechProject,May31,2026,(b)withrespecttotheBluebirdProject,December31,2025,and(c) with respect to the Prairie Project, June 30, 2026, (ii) sixty (60) days prior to the “Commitment Expiration Date” or similar term as defined in the Tax Equity Documents or TC Structure Documents, as applicable, for such Project (such date, the “Tax Document Deadline”), as such dateisactuallyextendedundertheapplicableTaxEquityDocumentsorTCStructureDocuments and(iii)sixty(60)dayspriortotheGuaranteedCompletionDate,forsuchProject,assuchdateis actually extended under the applicable Power Purchase Agreements.

“ProjectCosts”means,withrespecttoanyProject,(a)thecostsofdeveloping,designing, engineering,equipping,procuring,constructing,startingup,commissioning,acquiringandtesting such Project necessary to cause Completion to occur in accordance with the applicable Project Documents (including costs and fees paid or payable to third parties (including any payments previouslymadetotheoriginaldeveloperofsuchProject)),includingthecostofalllabor,services, materials, supplies, equipment, tools, transportation, supervision, storage, training, balance of plant contingency, demolition, site preparation, civil works, remediation and allocated overhead confirmed by the Independent Engineer in connection therewith; (b)the cost to the Borrower of constructing the switching station and feeder lines and substation interconnecting such Project to theapplicabletransmissionsystem,interconnectingandsynchronizingsuchProjecttosuchsystem and completing any necessary or desirable transmission system upgrades; (c)all costs and expenses incurred prior to or during the Construction Loan Availability Period in respect of the Project Documents, including, without limitation, remediation costs and any payments and liquidated damages paid by or on behalf of Borrower or any of its Affiliates under the Project Documents and any other contract or agreement relating to the Projects (including the reimbursementofanysuchProjectCostspaidbyanAffiliate);(d)thecostofacquiringandusing any fee, lease, easement and any other necessary interest in the applicable Site; (e)real and personalpropertytaxes,advaloremtaxes,sales,useandexcisetaxesandinsurance(includingtitle insurance) premiums payable with respect to such Project incurred prior to or during the Construction Loan Availability Period; (f)all interest costs (including any net payments payable bytheBorrowerunderthePermittedHedgingAgreementsoranycapitalizedinterestinrespectof theConstructionLoansorBridgeLoans)andfees(includinganycapitalizedCommitmentFeesin respect of the Construction Loans and Bridge Loans, and all fees, interest and other amounts payable by the Borrower under the Credit Documents, but excluding reimbursement obligations oftheBorrowerwithrespecttodrawingsunderanyletterofcreditissuedhereunder)inrespectof the Obligations during the Construction Loan Availability Period; (g)initial working capital requirementsofsuchProjectassetforthintheapplicableProjectBudget;(h)thecostsofacquiring PermitsforsuchProjectincurredpriortoorduringtheConstructionLoanAvailabilityPeriod;(i) all general and administrative costs of the Borrower and its Subsidiaries attributable to such Project incurred prior to or during the Construction Loan Availability Period as set forth in the applicable Project Budget; (j)the cost of establishing a spare parts inventory for such Project (if any); and (k)all other fees, costs and expenses incurred by the Borrower or any of its Affiliates relating to the development, construction, acquisition and closing of the financing (including any tax equity financing) or tax credit monetization for such Project, other than any development fee payable to the Sponsor or its Affiliates.For the avoidance of doubt, to the extent consistent with the foregoing, “Project Costs” shall include (i) all fees, costs, expenses and payments due under

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the applicable Power Purchase Agreement (including settlement payments) incurred prior to or duringtheConstructionLoanAvailabilityPeriodand(ii)financial,legalandconsultingfees,costs and expenses as set forth in the applicable Project Budget.

“ProjectDocumentProceeds”meansNetCashProceedsinrespectoftheterminationof anyProjectDocument(otherthaninthecaseofIRBDocuments,amountspaidbyaProjectGroup Member).

“Project Documents” means the Original Project Documents and the Additional Project Documents.

“ProjectEntity”meansthe Borrowerandeach HoldCo.

“ProjectGroupMember”means,collectively,eachBorrowerandtheirSubsidiaries.

“Project Revenues” means the sum of all cash (including by distribution or otherwise) receivedbytheBorroweranditsSubsidiariesderivedfromtheindirectownershiporoperationof the Projects (other than Net Cash Proceeds (excluding, for the avoidance of doubt, any capital contributions made by a Class A Member pursuant to the Tax Equity Documents or the TC Structure Documents, any payment pursuant to the Tax Credit Transfer Documents, Net Cash Proceeds that constitute revenue replacements (including delay damages and business interruption)) and amounts required to be applied as a Mandatory Prepayment).

“ProjectSchedule”isdefined inSection6.1(o)hereof.

“Projects” means the American Beech Project, the Bluebird Project and the Prairie Project, and each, a “Project”.

“Property”or“Properties”means,unlessotherwisespecificallylimited,realorpersonal property of any kind, tangible or intangible, choate or inchoate.

“Proposed CITL” means on or after the Financial Closing Date and (1) prior to the execution of any Tax Documents, any (a) proposed Treasury Regulations or (b) proposed amendment, modification, addition or change to U.S. federal income Tax law that is in the form of (i) a bill passed or adopted by either house of the U.S. Congress, or (ii) a bill reported by the House Ways and Means Committee or the Senate Finance Committee, in each case of the preceding clauses (a) – (b), (A) if it was issued as a final or temporary Treasury Regulation or became law would, in each case, be a CITL, and (B) such proposed Treasury Regulations or proposedlegislationhasareasonablelikelihoodofbeingissuedasafinalortemporaryRegulation orbecominglaw,asapplicable(takingintoaccountforthispurposeanydirect,writtenopposition or support issued, published, announced or otherwise publicly disseminated by Congress, the Executive Branch, the Internal Revenue Service, the U.S. Department of Treasury or any other relevant Governmental Authority), or (2) after the execution of any Tax Documents, “Proposed CITL” or “Proposed Change in Tax Law” (or similar term) as defined in such Tax Documents; provided,however,if,aftertheoccurrenceofclause(B),asaresultofinterveningevents,the

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partiesmutuallyagreethatsuchProposedCITLisnolongerreasonablylikelytobeissuedor become law, such Proposed CITL shall cease to be a Proposed CITL.

“Proportionate Share” means, with respect to each Lender, the percentages set forth opposite such Lender’s name in the applicable part of Schedule1.1(a)corresponding to the applicable Loan Facility, as such Schedule may be amended from time to time and as such percentages may be modified from time to time as a result of transfers of Loan Commitments or Loans by a Lender.

“Prudent Industry Practices” means, with respect to any Person at any time, those practices, methods, equipment, specifications and standards of safety as are engaged in or approved by a significant portion of owners and operators of utility-scale solar photovoltaic generation facilities in the United States of a type and size similar to the applicable Project(s) at such time as good, safe and prudent practices in connection with the construction, operation, maintenance,repairanduseofelectricalandotherequipment,facilitiesandimprovementsofsuch utility-scale solar photovoltaic generation facility, with commensurate standards of safety, performance,dependability,efficiencyandeconomy.PrudentIndustryPracticesarenotintended tobelimitedtotheoptimumpractices,methodsoractstotheexclusionofallothers,butratherto be a spectrum of possible acceptable practices, methods or acts generally accepted in the United States utility-scale solar photovoltaic generation facility industry having due regard for, among other things, manufacturers’ warranties and the requirements of any Applicable Law.

“PUHCA” means the Public Utility Holding Company Act of 2005 and FERC’s implementingregulationsat18C.F.R.Part366,asamended,modified,supplementedorreplaced from time to time.

“QFC”isdefinedinSection12.36(b)hereof.

“QFCCreditSupport”is definedinSection12.36 hereof.

“QualifiedECPGuarantor”means,inrespectofanySwapObligation,eachLoanParty that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other personasconstitutesan“eligiblecontractparticipant”undertheCommodityExchangeActorany regulations promulgated thereunder and can cause another Person to qualify as an “eligible contractparticipant”atsuchtimebyenteringintoakeepwellunderSection1a(18)(A)(v)(II)ofthe Commodity Exchange Act.

“QuarterlyDate”meansthelast BusinessDayofeachcalendar quarter.

“Rating Agency” means any of (a)S&P, Fitch, or Moody’s or (b) if at any time none of S&P,Fitch,orMoody’sshallberatingtheapplicableobligations,anyotherratingagencythat,at the time of its designation hereunder, is designated as a nationally recognized statistical rating organizationbytheU.S.SecuritiesandExchangeCommissionandhashaditsratingacceptedby theNationalAssociationofInsuranceCommissionersindeterminingitsequivalentrating

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designations for reporting and reserving purposes and that is acceptable to the Required Lenders (acting reasonably).

“RealProperty”meanstherealestateinterestsownedbyanyProjectCompanyinfeeor inwhichanyProjectCompanyholdsaleaseholdorsub-leaseholdinterestasatenant,aneasement orsub-easementrightasaneasementholder,arightofaccessoruseunderaright-of-way,alicense right as a licensee or otherwise occupies real property, in each case in respect of any Site.

“Real Property Documents” means any leases, subleases, easements or sub-easements, license agreements, crossing agreements, mineral agreements, subordination agreements, letters ofnoobjectionoranyotherrealpropertydocumentpursuanttowhichtheProjectCompanieshave rights or obligations with respect to the Sites.

“Recipient”means, asapplicable, (a)the AdministrativeAgent and(b) any Lender.

“Regional Transmission Organization” means an “RTO” as such term is defined in Section 3(27) of the FPA, and FERC’s regulations at 18 C.F.R. § 35.34(b)(1).

“Register”isdefined inSection12.19(d)hereof.

“ReimbursementObligation”isdefinedinSection2.4(c)(i)hereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, brokers, trustees, administrators, managers, advisorsandrepresentatives,includingaccountants,auditorsandlegalcounselofsuchPersonand of such Person’s Affiliates.

“Release” means, with respect to any Hazardous Materials, any release, spill, emission, leaking,pumping,injection,deposit,disposal,discharge,dispersal,leachingormigrationintothe indoororoutdoorenvironment,includingthemovementofHazardousMaterialsthroughambient air, soil, surface water, ground water, wetlands, land or subsurface strata.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

“Replacement Obligor” means, with respect to any Person (other than any Loan Party) partytoanOperativeDocument(otherthantheCreditDocuments),anyotherPersonwithrelevant experienceand/orcreditworthiness,asapplicable,reasonablysatisfactorytotheRequiredLenders who, pursuant to any definitive agreement or definitive guaranty reasonably satisfactory to the Required Lenders, assumes the obligations under such Operative Document on terms and conditions no less favorable to the Borrower than those to which such Person being replaced is obligated pursuant to such Operative Document.

“RequiredBridgeLenders”means,atanytime,Lendersholdingintheaggregategreater than fifty percent(50%) of the sum of (a)the Available Bridge Loan Commitments and (b)the aggregateunpaidandoutstandingprincipalamountoftheBridgeLoans.Indeterminingthe

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Required Bridge Lenders, for so long as not every applicable Lender is a Defaulting Lender, the Loans and Loan Commitments of any Defaulting Lender shall be disregarded at any time except that(i)theLoanCommitmentofanyDefaultingLendermaynotbeincreasedorextendedwithout theconsentofsuchLenderand(ii)anywaiver,amendmentormodificationrequiringtheconsent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; provided,thatiftherearetwoormorenon-affiliatedLendersholdingBridgeLoansorBridgeLoan Commitments, then the Required Bridge Lenders shall mean at least two (2) non-affiliated Lenders; provided, further that Loans and Commitments held by a Lender that is an Affiliate of the Borrower shall be disregarded in determining the Required Bridge Lenders.

“RequiredConstructionLenders”means,atanytime,Lendersholdingintheaggregate greaterthanfiftypercent(50%)ofthesumof(a) theAvailableConstructionLoanCommitments, (b)the aggregate unpaid and outstanding principal amount of the Construction Loans, (c)the aggregate unpaid and outstanding principal amount of the LC Loans and (d)the Available LC Commitmentthenineffect.IndeterminingtheRequiredConstructionLenders,forsolongasnot every applicable Lender is a Defaulting Lender, the Loans and Loan Commitments of any Defaulting Lender shall be disregarded at any time except that (i)the Loan Commitment of any DefaultingLendermaynotbeincreasedorextendedwithouttheconsentofsuchLenderand (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected LenderthatbyitstermsaffectsanyDefaultingLendermoreadverselythanotheraffectedLenders shall require the consent of such Defaulting Lender; provided, that if there are two or more non-affiliated Lenders holding Construction Loans, Construction Loan Commitments, LC Loans or Available LC Commitments then the Required Construction Lenders shall mean at least two (2) non-affiliatedLenders;provided,furtherthatLoansandCommitmentsheldbyaLenderthatisan AffiliateoftheBorrowershallbedisregardedindeterminingtheRequiredConstructionLenders.

“Required Lenders” means the Required Construction Lenders, the Required Bridge Lenders and the Required Upsize Bridge Lenders.

“RequiredUpsizeBridgeLenders”means,atanytime,Lendersholdingintheaggregate greaterthanfiftypercent(50%)ofthesumof(a)theAvailableUpsizeBridgeLoanCommitments and (b)the aggregate unpaid and outstanding principal amount of the Upsize Bridge Loans.In determining the Required Upsize Bridge Lenders, for so long as not every applicable Lender is a Defaulting Lender, the Loans and Loan Commitments of any Defaulting Lender shall be disregarded at any time except that (i)the Loan Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii)any waiver, amendment or modificationrequiringtheconsentofallLendersoreachaffectedLenderthatbyitstermsaffects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; provided, that if there are two or more non-affiliated Lenders holding Upsize Bridge Loans or Upsize Bridge Loan Commitments, then the Required Upsize Bridge Lenders shall mean at least two (2) non-affiliated Lenders; provided, further that Loans and Commitments held by a Lender that is an Affiliate of the Borrower shall be disregarded in determining the Required Upsize Bridge Lenders.

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“ResolutionAuthority”meansanEEAResolutionAuthorityor,withrespecttoanyU.K. Financial Institution, a U.K. Resolution Authority.

“Restore” means to rebuild, repair, restore or replace all or any part of the Project.The term “Restoration” has a correlative meaning.

“Restricted Payment” means, with respect to any (a) Person, any Distribution made by such Person, (b) any payment by such Person in respect of any Indebtedness that is owed to an Affiliate and (c) any payment of management, development or similar fees to an Affiliate.

“RevenueAccount”hasthe meaningsetforth inthe Depositary Agreement.

“S&P”meansS&PGlobalRatings,adivisionofS&PGlobal,Inc.

“Same Day Funds” means with respect to disbursements and payments in Dollars, immediately available funds.

“Sanctioned Country” means a country, region or territory that is the subject of comprehensive Sanctions broadly prohibiting dealings in, with or involving such country, region or territory (currently, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region of Ukraine).

“Sanctioned Person” means any Person: (a) listed on any Sanctions-related list of designatedPersons;(b)domiciled,organizedorresidentin,orthatisanyGovernmentalAuthority of, any Sanctioned Country; (c) that is any governmental Authority of Venezuela; or (d) directly or indirectly owned (50% or more) or controlled by, or acting on behalf of, any Person described in the foregoing clause (a), (b), (c)or (d)otherwise the subject or target of Sanctions.

“Sanctions” means any and all economic and financial sanctions or trade embargoes imposed, administered or enforced by any Sanctions Authority.

“Sanctions Authority” means: (a)the United States (including OFAC and the U.S. DepartmentofState);(b) theUnitedNations;(c) theEuropeanUnionanditsmemberstates; (d)theUnitedKingdom(includingHisMajesty’sTreasury);and(e) Canada.

“SC Funding Date” means, with respect to each Project, the “Substantial Completion Funding Date” or similar term as defined in the Tax Equity Documents or TC Structure Documents, as applicable, for such Project.

“Secured Parties” means the Agents, the Construction Lenders, the Bridge Lenders, the UpsizeBridgeLenders,theLCIssuers,theLCLendersandthePermittedHedgingCounterparties.

“Securities” or “Security” shall have the meaning specified in Section2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.

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“Security Agreement” means that certain Guaranty, Pledge and Security Agreement, datedasoftheFinancialClosingDate,dulyexecutedbytheDevcoBorrower,theOpcoBorrower, the American Beech Project Company, the Bluebird Project Company, the Prairie Project Company, Prairie Holdings, Bluebird Solar Investments and the Collateral Agent, as amended, restated,modified,renewed,extended,refunded,refinanced,replaced,supplementedorotherwise modified from time to time.

“Security Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Depositary Agreement, the American Beech Mortgage, the Bluebird Mortgage, the Prairie Mortgage, the Consents, all Uniform Commercial Code financing statements, and any such other security agreement or instrument to be filed with respect to the Liens on personal property and fixtures of the grantor of the Liens created under such documents, and any other mortgages, deeds of trust, security agreements, pledge agreements or account control agreements entered into after the Financial Closing Date and providing security interests in favor of the Secured Parties to secure the Borrower’s obligations under the Credit Documents.

“Sites”meanstheAmericanBeechSite,theBluebirdSiteandthePrairieSite,eacha “Site”.

“SOFR”meansarateequaltothesecuredovernightfinancingrateasadministeredbythe

SOFR Administrator.

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

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan bearing interest at the rate per annum determined by reference to Compounded SOFR.

“Solvent” means, with respect to the Borrower and their Subsidiaries, on a consolidated basis,that(a)thefairvalueoftheassetsoftheBorrowerandtheirSubsidiaries,onaconsolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;(b)thepresentfairsaleablevalueofthepropertyoftheBorrowerandtheirSubsidiaries, onaconsolidatedbasis,isgreaterthantheamountthatwillberequiredtopaytheprobableliability, onaconsolidatedbasis,oftheirdebtsandotherliabilities,subordinated,contingentorotherwise, as such debts and other liabilities become absolute and matured; (c)the Borrower and their Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; (d)the Borrower and their Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital; and (e)the Borrower and their Subsidiaries are “solvent” within the meaning given that term and similar terms under the BankruptcyCodeandotherapplicablelawsrelatingtofraudulenttransfersandconveyances.For purposes of this definition, (i)“able to pay their debts and liabilities, direct, subordinated, contingentorotherwise,assuchdebtsandliabilitiesbecomeabsoluteandmatured(aftergiving

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effect to any Guarantee and credit support)” shall mean that the Borrower and their Subsidiaries, on a consolidated basis, will be able to generate enough cash from operations, asset dispositions orrefinancings,oracombinationthereof,tomeettheirobligationsastheybecomedue,and(ii)the amount of contingent liabilities at any time shall be computed as the amount that, in the light of allthefactsandcircumstancesexistingatsuchtime,representstheamountthatcanreasonablybe expected to become an actual or matured liability (irrespective of whether such contingent liabilitiesmeetthecriteriaforaccrualunderStatementofFinancialAccountingStandardsNo.5).

“Sponsor”meansMN8EnergyLLC,aDelawarelimitedliabilitycompany.

“Sponsor Equity Contribution Agreement” means that certain Equity Contribution Agreement, dated as of the date hereof, among the Sponsor, the Administrative Agent and the Collateral Agent.

“State PUC” means (i) the Illinois Commerce Commission (ii) the Kentucky Public Service Commission, (iii) the Kentucky State Board on Electric Generation and Transmission Siting, or (iv) the North Carolina Utilities Commission, and their respective successors.

“SubjectPerson”isdefinedinSection9.1(k)(i)hereof.

“Subsidiary” means with respect to any Person, any corporation, partnership or other entityofwhichatleastamajorityofthesecuritiesorotherownershipinterestshavingbytheterms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of thehappeningofanycontingency)isatthetimedirectlyorindirectlyownedorControlledbysuch PersonoroneormoreSubsidiariesofsuchPersonorbysuchPersonandoneormoreSubsidiaries of such Person.

“SubstantialCompletion”means(a)withrespecttotheAmericanBeechProject,thedate on which Substantial Completion (as defined in the American Beech EPC Contract) occurs, (b) with respect to the Bluebird Project, the date on which Substantial Completion (as defined in the Bluebird EPC Contract) occurs and (c) with respect to the Prairie Project, the date on which Substantial Completion (as defined in the Prairie EPC Contract) occurs.

“SupportedQFC”isdefinedinSection12.36hereof.

“SwapObligation”means,withrespecttoanyguarantor,anyobligationtopayorperform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Tax” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings(includingbackupwithholding),assessments,feesorotherchargesimposedbyany Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Tax Credit Buyer” means with respect to each Project, when subject to a Tax Credit Transfer Arrangement, the purchaser of the ITCs generated by such Project pursuant to the applicable TaxCreditTransferDocuments;providedthat,anysuchpurchaserisaPersonthat(a) (i)(A)hasseniorunsecureddebtthathasInvestmentGradeRating;or(B)hasitsobligationsunder the Tax Credit Transfer Documents either (1) guaranteed (such guaranty to be in form and substance reasonably satisfactory to the Required Lenders) by an Affiliate with such Investment GradeRatingor(2)backstoppedbyaletterofcreditthatis(X)informandsubstancereasonably satisfactory to the Administrative Agent, (Y) non-recourse to the applicable Class B Member, applicableHoldCoortheapplicableProjectCompanyoranyCollateralorProjectGroupMember and(Z)issuedbyabankwhichisorganizedorislicensedasabranchoragencyunderthelawsof the United States of America or any state thereof that has a senior unsecured debt rating of “A-” or higher by S&P or “A3” or higher by Moody’s and (ii) is not a Disqualified Person and is not, and is not an Affiliate of a Person that is, designated as a Sanctioned Person; or (b) is reasonably acceptable to each Lender (with any required consent of such Lenders not to be unreasonably withheld, conditioned or delayed).

“TaxCreditSale Agreement”isdefinedinSection7.21(e)hereof.

“TaxCreditTransferArrangement”means,withrespecttoanyProject,taxcredit transfer purchase and sale arrangement pursuant to Tax Credit Transfer Documents.

“Tax Credit Transfer Documents” is defined in Section 7.22(a)hereof.

“TaxCreditTransferEffectiveDate”isdefinedinSection7.22(a)hereof.

“TaxDocuments”means,individuallyorcollectively,asthecontextmayrequire,theTax Equity Documents, TC Structure Documents and Tax Credit Transfer Documents.

“TaxEquityArrangement”means,withrespecttoanyProject,ataxequityarrangement pursuant to Tax Equity Documents.

“TaxEquityClosingDate”means,withrespecttoanyProject,ifitbecomessubjecttoa Tax Equity Arrangement, the date of the execution of the applicable HoldCo LLCA pursuant to the applicable Tax Equity ECCA and, if applicable, the applicable contribution agreement, assignment agreement or membership interest purchase agreement in accordance with the terms of this Agreement.

“Tax Equity Documents” means, with respect to any Project subject to a Tax Equity Arrangement, collectively, the applicable Tax Equity ECCA and the other applicable definitive agreementsexecutedortobeexecutedbytherelevantTaxEquityInvestor(s)pursuanttosuchTax Equity ECCA.

“TaxEquity EffectiveDate”isdefined inSection 7.24(a)hereof.

“TaxEquityECCA”means,withrespecttoanyProjectsubjecttoaTaxEquityArrangement,anequitycapitalcontributionagreementorsimilartaxequitycommitmentbyaTax

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Equity Investor, by and among the applicable HoldCo, the applicable Class B Member and therelevant Tax Equity Investor, in form and substance reasonably satisfactory to all Lenders.

“TaxEquityInvestor”meansathirdpartyequityinvestorthatisaPersonthat(a)(i)(A) has senior unsecured debt that has Investment Grade Rating; or (B) has its obligations under the Tax Equity Documents guaranteed (such guaranty to be in form and substance reasonably satisfactory to the Required Lenders) by an Affiliate with such Investment Grade Rating and (ii) is not a Disqualified Person and is not an Affiliate of a Person that is, designated as a Sanctioned Person; (b) Affiliated FM Insurance Company a Rhode Island insurance company or (c) is reasonably acceptable to each Lender (with any required consent of such Lenders not to be unreasonably withheld, conditioned or delayed).

“Tax Related Person” means a Person (a) who is related (within the meaning of Section 45(e)(4)oftheCode)toanyPersonpurchasingelectricityfromaProjectifsuchrelationshipwould resultinfailuretosatisfytherequirementthatelectricitybesoldtoan“unrelatedperson”pursuant to Section 45(a)(2)(B) of the Code (but excluding any Person that so purchases electricity generatedbysuchProjecttotheextentsuchPersonresellstheelectricitytoathirdpartythatisnot related to such Project within the meaning of Section 45(e)(4) of the Code), (b) who is related to any Person purchasing electricity from a Project for purposes of the application of Section 7701(e)(4)oftheCodeorthelossdisallowancerulesofSection267(a)orSection707(b)(1)ofthe Code, or (c) whose ownership would cause a Project, or any portion thereof, to be classified as “tax-exemptuseproperty”forpurposesofSection168oftheCode.Clause(a)ofthisdefinitionis intended to comply with Section 4 of IRS Notice 2008-60, I.R.B. 2008-60 (June 25, 2008), and shall be interpreted consistent with that provision.

“Tax Returns” means any return, declaration, report, claim for refund or information returnorstatementfiledorrequiredtobefiledwithanyGovernmentalAuthorityrelatingtoTaxes, including any amendment thereof or schedule thereto.

“TCECCA”isdefinedinSection7.21(a)hereof.

“TC Structure Deadline” is defined in Section 7.21(a)hereof.

“TCStructureDocuments”isdefinedinSection7.21(a)hereof.

“TCStructureEffective Date”isdefinedin Section7.21(a)hereof.

“Term SOFR” means, for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days priortosuchday,assuchrateispublishedbytheTermSOFRAdministrator;provided,however, thatifasof5:00p.m.(NewYorkCitytime)onanyBaseRateTermSOFRDeterminationDaythe Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities BusinessDayforwhichsuchTermSOFRReferenceRateforsuchtenorwaspublishedbythe

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Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Dayisnotmorethanthree(3)U.S.GovernmentSecuritiesBusinessDayspriortosuchBaseRate Term SOFR Determination Day.

“TermSOFRAdministrator”meansCMEGroupBenchmarkAdministration Limited(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“TermSOFRReferenceRate”meanstheforward-lookingtermratebasedonSOFR.

“TitleInsurer”means,(a)withrespecttotheAmericanBeechTitlePolicy,ChicagoTitle Insurance Company and (b) with respect to the Bluebird Title Policy and the Prairie Title Policy, Stewart Title Guaranty Company.

“Title Policies” means, the Bluebird Title Policy, the American Beech Title Policy and the Prairie Title Policy.

“TotalBridgeLoanCommitment”isdefined inSection2.12(a)(ii)hereof.

“Total Construction Loan Commitment” is defined in Section 2.12(a)(i)hereof.

“Total Upsize Bridge Loan Commitment” is defined in Section 2.12(a)(iii)hereof.

“TrackerSupplyAgreements”means,collectively,theAmericanBeechTrackerSupply Agreement, the Prairie Tracker Supply Agreement, and the Prairie Tracker Pile Purchase Order, and each, a “Tracker Supply Agreement”.

“Transfer” means any sale, assignment, transfer, conveyance, gift, exchange or other disposition,whethersuchdispositionbevoluntary,involuntaryorbyoperationofApplicableLaw, including a merger, consolidation or conversion of such entity.

“Transformer Purchase Agreements” means, collectively, the American Beech TransformerPurchaseAgreement,theBluebirdTransformerPurchaseAgreementandthePrairie Transformer Purchase Agreement, and each, a “Transformer Purchase Agreement”.

“TransmissionConsultant”means,withrespecttoeachProject,PowerGEM,LLCorits successor appointed pursuant to Section 11.10of this Agreement.

“Transmission Consultant’s Reports” means that certain report titled, “Congestion & BasisAnalysisSolarFacilitiesinPJMandMISO”,datedasofOctober16,2024,preparedbythe TransmissionConsultantofeachProjectanddeliveredtotheAdministrativeAgentinaccordance with this Agreement.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interestonsuchLoan,orontheLoansconstitutingsuchBorrowing,isdeterminedbyreferenceto Compounded SOFR or the Alternate Base Rate.

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“UCC” or “UniformCommercial Code” means the UniformCommercial Code as in effectintheStateofNewYork(or,withrespecttoperfectionortheeffectsofperfection,anyother applicable jurisdiction).

“U.K. Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom PrudentialRegulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (asamendedfromtimetotime)promulgatedbytheUnitedKingdomFinancialConductAuthority, whichincludescertaincreditinstitutionsandinvestmentfirms,andcertainaffiliatesofsuchcredit institutions or investment firms.

“U.K. Resolution Authority” means the Bank of England or any other public administrativeauthority havingresponsibility forthe resolutionof anyU.K. FinancialInstitution.

“UnadjustedBenchmarkReplacement”meanstheapplicableBenchmarkReplacement excluding the related Benchmark Replacement Adjustment.

“Upsize Bridge Lender” means any Lender with (a)an obligation to advance Upsize Bridge Loans in an aggregate principal amount not to exceed such Lender’s Upsize Bridge Loan Commitment or (b) an outstanding Upsize Bridge Loan.

“Upsize Bridge Loan Amount” means the Upsize Bridge Loan Amount (American Beech),theUpsizeBridgeLoanAmount(Bluebird)ortheUpsizeBridgeLoanAmount(Prairie), as applicable.

“Upsize Bridge Loan Amount (American Beech)” means the portion of the Upsize Bridge Loan Commitments allocable to the American Beech Project, which principal amount is equal to Seventy-Six Million, One Thousand, One Hundred Twelve Dollars ($76,001,112).

“UpsizeBridgeLoanAmount(Bluebird)”meanstheportionoftheUpsizeBridgeLoan Commitments allocable to the Bluebird Project, which principal amount is equal to Forty-Six Million,OneHundredFifty-FourThousand,ThreeHundredNinety-SevenDollars($46,154,397).

“Upsize Bridge Loan Amount (Prairie)” means the portion of the Upsize Bridge Loan Commitments allocable to the Prairie Project, which principal amount is equal to Fifty-Five Million, Ninety-Seven Thousand, One Hundred Eighteen Dollars ($55,097,118).

“Upsize Bridge Loan Availability Period” means the period from (and including) the Financial Closing Date through (and including) the Upsize Bridge Loan Maturity Date.

“Upsize Bridge Loan Commitment” means, at any time with respect to each Lender, such Lender’s Proportionate Share of the Total Upsize Bridge Loan Commitment at such time.

“UpsizeBridgeLoanCommitmentFees”isdefinedinSection3.1(a)(iii)hereof.

“UpsizeBridgeLoanFacility”isdefinedinSection2.3(a)hereof.

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“UpsizeBridgeLoanMaturityDate”meanstheearliertooccurof(a)July1,2026and (b)thedate ofany accelerationofthe UpsizeBridge Loansfollowingan Eventof Default.

“UpsizeBridgeLoanNote”isdefinedinSection2.10(d)hereof.

“UpsizeBridgeLoans”means,collectively,eachbridgeloanmadepursuanttoarequest by the Borrower under Section2.3and each drawing on the Upsize Bridge Loan Commitments deemed made pursuant to Section 2.5(d).

“U.S.GovernmentSecuritiesBusinessDay”meansanydayexceptfor(a)aSaturday, (b)a Sunday or (c)a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S.Person”meansa“UnitedStatesperson”assetforthinSection7701(a)(30)ofthe Code.

“U.S.SpecialResolutionRegimes”isdefinedinSection12.36hereof.

“U.S.TaxComplianceCertificate”isdefinedinSection12.5(b)(ii)(3)hereof.

“Use” means,withrespect toanyHazardous Material and with respect to any Person,the generation, manufacture, processing, distribution, handling, use, treatment, recycling, storage, arrangement for disposal or disposal of such Hazardous Material or transportation to or from the assets or property of such Person of such Hazardous Material.

“Warehouse Agreements” means, collectively, the American Beech Warehouse Agreements and the Prairie Warehouse Agreement, and each, a “Warehouse Agreement”.

“Work Substantial Completion” means “Substantial Completion” as defined in each EPC Contract.

“Write-Down and Conversion Powers” means, (a)with respect to any EEA Resolution Authority,thewrite-downandconversionpowersofsuchEEAResolutionAuthorityfromtimeto time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b)with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any U.K. Financial Institution or any contract or instrument under which that liability arises, to convert all or part of thatliabilityintoshares,securitiesorobligationsofthatpersonoranyotherperson,toprovidethat any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section1.2.Interpretation.The foregoing definitions are equally applicable to both the singularandpluralformsofthetermsdefined.Thewords“hereof”,“herein”,and“hereunder”andwords oflikeimportwhenusedinthisAgreementshallrefertothisAgreementasawholeandnottoany

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particularprovisionofthisAgreement.Thewords“include”,“includes”,and“including”shallbedeemed to be followed by the phrase “without limitation”.All references to time of day herein are references to New York, New York, time unless otherwise specifically provided.Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of thisAgreement.Thewords“renew”or“renewal”andvariationsthereofasusedhereinwithrespecttoa Letter of Credit means to extend the term of such Letter of Credit or to reinstate an amount drawn under such Letter of Credit or both.Any reference to any agreement herein (a)shall include all exhibits, schedules and other attachments thereto and (b)shall mean, whether or not stated, such agreement as it may be amended, supplemented, restated, renewed, refunded, replaced or otherwise modified from time to time in accordance with the provisions thereof.

Section 1.3.    ChangeinGAAP.

(a)    If, after the date of this Agreement, there shall occur any change in GAAP, including any change in the applicable GAAP elected by the Borrower in accordance with the definition thereof, from those used in the preparation of the financial statements required to be deliveredtotheAdministrativeAgentpursuanttoSection7.8hereofandsuchchangeshallresult in a change in the method of calculation of any standard or term found in this Agreement, either the Borrower or the Required Lenders may by notice to the Administrative Agent and the Borrower,respectively,requirethattheRequiredLendersandtheBorrowernegotiateingoodfaith to amend such covenants, standards, and terms so as equitably to reflect such change in GAAP, withthedesiredresultbeingthatthecriteriaforevaluatingthefinancialconditionoftheBorrower and its Subsidiaries shall be the same as if such change had not been made.No delay by the BorrowerortheRequiredLendersinrequiringsuchnegotiationshalllimittheirrighttosorequire such a negotiation at any time after such a change in GAAP.

(b)    Notwithstanding the foregoing, if the Borrower elects to change GAAP to IFRS with the consent of the Administrative Agent, the Borrower may elect, in its sole discretion, to continue to utilize GAAP for the purposes of making all calculations under this Agreement that aresubjecttoGAAPandtherequesttotheAdministrativeAgentrequiredtochangetoIFRSshall setforthwhetherornottheBorrowerintendstocontinuetouseGAAPforpurposesofmakingall calculations under this Agreement.In the event the Borrower elects to change to IFRS with the consent of the Administrative Agent for purposes of making calculations under this Agreement, references in this Agreement to a standard or rule under GAAP shall be deemed to refer to the most nearly comparable standard or rule under IFRS.

Section 1.4.    LetterofCredit Amounts.

(a)    Unlessotherwisespecifiedherein,theamountofaLetterofCreditatanytimeshall be deemed to be the stated amount of such Letter of Credit in effect at such time (taking into account any reductions or increases of such stated amount implemented pursuant to the terms of such Letter of Credit).

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(b)    For purposes of computing the amount available to be drawn under any Letter of Credit,theamountofsuchLetterofCreditshallbedeterminedinaccordancewiththisSection1.4. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired byitstermsbutanyamountmaystillbedrawnthereunderbyreasonoftheoperationofRule3.14 of the International Standby Practices, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

Section1.5.Divisions.For all purposes under the Credit Documents, in connection with any divisionorplanofdivisionunderDelawarelaw(oranycomparableeventunderadifferentjurisdiction’s laws), if (a)any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liabilityofadifferentPerson,thenitshallbedeemedtohavebeentransferredfromtheoriginalPersonto thesubsequentPerson,and(b)ifanynewPersoncomesintoexistence,suchnewPersonshallbedeemed to have been organized on the first date of its existence by the holders of its capital stock at such time.

Section 1.6.    Project Sale; Permitted Tax Equity Arrangement.From and after the date of anyAssetDispositionpermittedpursuanttoclause(k)ofthedefinitionof“PermittedDispositions”and the prepayment contemplated thereunder, (a) the applicable transferred Subsidiary shall cease to be a Subsidiary and a Guarantor (if applicable), (b) the relevant Project shall be deemed not to be a Project, (c)    the equity in and assets of such transferred Subsidiary and its Subsidiaries and other Investments shall be deemed not to be part of the Collateral (and any Liens thereon granted under the Security Documentsshallbeautomaticallyreleased),and(d)anybreaches,defaultsorEventsofDefaultunder any Credit Document that solely relate to such Subsidiaries or Project shall be deemed cured.

SECTION2.THECREDITFACILITIES.

Section 2.1.    ConstructionLoanFacility.

(a)    Availability.Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to advance to the Borrower from time to time during the Construction Loan Availability Period such loans as the Borrower may request under this Section2.1(a), in an aggregateprincipalamountnottoexceedsuchLender’sConstructionLoanCommitment(the“Construction Loan Facility”); provided that, after giving effect to the making of any Construction Loans, in no event shall the aggregate principal amount of all Construction Loans then outstanding exceed the Total Construction Loan Commitment.Borrowings of Construction Loansshallbemadenotmorefrequentlythantwicepercalendarmonth(which,fortheavoidance of doubt, shall not include Borrowings of Construction Loans deemed made as contemplated by Section 2.5(d)).

(b)    Notice of Borrowing.The Borrower shall request a Borrowing of Construction Loans(exceptConstructionLoansdeemedmadeascontemplatedbySection2.5(d))bydelivering totheAdministrativeAgentwrittennoticesubstantiallyintheformofExhibitA-1,appropriately completed and duly executed by an Authorized Officer of the Borrower (a “Notice of Construction Loan Borrowing”).The amount of such requested Borrowing shall be in a minimum amount of two hundred fifty thousand Dollars($250,000), except for the final BorrowingofConstructionLoans(whichmaybeintheamountofthethen-AvailableConstruction LoanCommitments),ConstructionLoansdeemedmadeascontemplatedbySection2.5(d)oras

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mayotherwisebeagreedtobyAdministrativeAgent.ForeachBorrowingofConstructionLoans theBorrowershallspecifywhethertheConstructionLoansaretobeusedfortheBluebirdProject, the American Beech Project or the Prairie Project. Each Borrowing of Construction Loans specified for the Bluebird Project (taken together with any outstanding Construction Loans with respect to the Bluebird Project) shall not exceed the Construction Loan Amount (Bluebird), each Borrowing of Construction Loans specified for the American Beech Project (taken together with anyoutstandingConstructionLoanswithrespecttotheAmericanBeechProject)shallnotexceed the Construction Loan Amount (American Beech) and each Borrowing of Construction Loans specified for the Prairie Project (taken together with any outstanding Construction Loans with respect to the Prairie Project) shall not exceed the Construction Loan Amount (Prairie). The BorrowershalldelivertoAdministrativeAgentaNoticeofConstructionLoanBorrowingrelating to each Borrowing of Construction Loans (except Construction Loans deemed made as contemplatedbySection 2.5(d))(i) notlaterthan1:00p.m.,NewYorktime,atleastthree (3)BusinessDaysbeforethedateoftherequestedBorrowingofaSOFRLoanor(ii)notlaterthan 9:00 a.m., New York time, at least one (1)Business Day before the date of the Borrowing of a Base Rate Loan.If the Borrower changes the date of a Borrowing from that which is set forth in such Notice of Construction Loan Borrowing, the Borrower shall reimburse the Lenders for any amounts due to the Lenders under Section2.11hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

(c)    Construction Loan Principal Payments.The Borrower shall repay to the AdministrativeAgent,fortheaccountoftheapplicableLenders,infullontheConstructionLoan Maturity Date, the unpaid principal amount of (together with accrued and unpaid interest on) all Construction Loans made or deemed made by the Lenders, together with any remaining unpaid fees, costs and other amounts with respect thereto.

(d)    Use of Construction Loan Proceeds.The Borrower shall use the proceeds of the Construction Loans solely in accordance with Section7.5.Any Available Construction Loan Commitment that remains on the Construction Loan Maturity Date after the Borrowing of Construction Loans on such date shall be automatically reduced to zero Dollars ($0).

Section2.2.Bridge LoanFacility.

(a)    Availability.Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to advance to the Borrower from time to time during the Bridge Loan Availability Period such loans as the Borrower may request under this Section2.2(a), in an aggregate principal amount not to exceed such Lender’s Bridge Loan Commitment (the“Bridge LoanFacility”);providedthat,aftergivingeffecttothemakingofanyBridgeLoans,innoevent shalltheaggregateprincipalamountofallBridgeLoansthenoutstandingexceedtheTotalBridge Loan Commitment.Borrowings of Bridge Loans shall be made not more frequently than twice per calendar month (which, for the avoidance of doubt, shall not include Borrowings of Bridge LoansdeemedmadeascontemplatedbySection2.5(d)).Notwithstandinganythingtothecontrary herein,theBorrowershallnotbepermittedtoborrowBridgeLoansunlesstheConstructionLoan Commitments have been fully utilized or cancelled pursuant to this Agreement.

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(b)    Notice of Borrowing.The Borrower shall request a Borrowing of Bridge Loans (except Bridge Loans deemed made as contemplated by Section2.5(d)) by delivering to the Administrative Agent written notice substantially in the form of ExhibitA-2, appropriately completed and duly executed by an Authorized Officer of the Borrower (a “Notice of Bridge LoanBorrowing”).TheamountofsuchrequestedBorrowingshallbeinaminimumamountof two hundred fifty thousand Dollars($250,000), except for the final Borrowing of Bridge Loans (which may be in the amount of the then-Available Bridge Loan Commitments), Bridge Loans deemed made as contemplated by Section2.5(d)or as may otherwise be agreed to by Administrative Agent.For each Borrowing of Bridge Loans the Borrower shall specify whether theBridgeLoansaretobeusedfortheBluebirdProject,theAmericanBeechProjectorthePrairie Project. Each Borrowing of Bridge Loans specified for the Bluebird Project (taken together with any outstanding Bridge Loans with respect to the Bluebird Project) shall not exceed the Bridge Loan Amount (Bluebird), each Borrowing of Bridge Loans specified for the American Beech Project (taken together with any outstanding Bridge Loans with respect to the American Beech Project) shall not exceed the Bridge Loan Amount (American Beech) and each Borrowing of Bridge Loans specified for the Prairie Project (taken together with any outstanding Bridge Loans with respect to the Prairie Project) shall not exceed the Bridge Loan Amount (Prairie). The BorrowershalldelivertotheAdministrativeAgentaNoticeofBridgeLoanBorrowingrelatingto each Bridge Loan (except Bridge Loans deemed made as contemplated by Section2.5(d)) (i)not later than 1:00 p.m., New York time, at least three (3)Business Days before the date of the requestedBorrowingofaSOFRLoanor(ii) notlaterthan9:00a.m.,NewYorktime,atleastone (1)BusinessDaybeforethedateoftheBorrowingofaBaseRateLoan.IftheBorrowerchanges thedateofaBorrowingfromthatwhichissetforthinsuchNoticeofBridgeLoanBorrowing,the Borrower shall reimburse the Lenders for any amounts due to the Lenders under Section2.11hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

(c)    BridgeLoanPrincipalPayments.TheBorrowershallrepaytotheAdministrative Agent, for the account of the applicable Lenders, in full on the Bridge Loan Maturity Date, the unpaidprincipalamountof(togetherwithaccruedandunpaidintereston)theBridgeLoansmade ordeemedmadebytheLenders,togetherwithallremainingunpaidfees,costsandotheramounts with respect thereto.

(d)    Use of Bridge Loan Proceeds.The Borrower shall use the proceeds of the Bridge Loans solely in accordance with Section7.5.Any Available Bridge Loan Commitment that remainsontheBridgeLoanMaturityDateaftertheBorrowingofBridgeLoansonsuchdateshall be automatically reduced to zero Dollars ($0).

Section 2.3.    UpsizeBridgeLoanFacility

(a)    Availability. Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to advance to the Borrower from time to time during the Upsize Bridge Loan Availability Period such loans as the Borrower may request under this Section2.3(a), in an aggregateprincipalamountnottoexceedsuchLender’sUpsizeBridgeLoanCommitment (the“Upsize Bridge Loan Facility”); provided that, after giving effect to the making of any UpsizeBridgeLoans,innoeventshalltheaggregateprincipalamountofallUpsizeBridgeLoans

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then outstanding exceed the Total Upsize Bridge Loan Commitment.Borrowings of Upsize Bridge Loans shall be made not more frequently than twice per calendar month (which, for the avoidance of doubt, shall not include Borrowings of Upsize Bridge Loans deemed made as contemplated by Section2.5(d)). Notwithstanding anything to the contrary herein, the Borrower shallnotbepermittedtoborrowUpsizeBridgeLoansunlesstheConstructionLoanCommitments and the Bridge Loan Commitments have been fully utilized or cancelled pursuant to this Agreement.

(b)    Notice of Borrowing.The Borrower shall request a Borrowing of Upsize Bridge Loans (except Upsize Bridge Loans deemed made as contemplated by Section2.5(d)) by delivering to the Administrative Agent written notice substantially in the form of ExhibitA-3, appropriately completed and duly executed by an Authorized Officer of the Borrower (a “Notice of Upsize Bridge Loan Borrowing”).The amount of such requested Borrowing shall be in a minimum amount of two hundred fifty thousand Dollars($250,000), except for the final Borrowing of Upsize Bridge Loans (which may be in the amount of the then-Available Upsize BridgeLoanCommitments),UpsizeBridgeLoansdeemedmadeascontemplatedbySection2.5(d)orasmayotherwisebeagreedtobyAdministrativeAgent.ForeachBorrowingof Upsize Bridge Loans the Borrower shall specify whether the Upsize Bridge Loans are to be used for the Bluebird Project, the American Beech Project or the Prairie Project. Each Borrowing of Upsize Bridge Loans specified for the Bluebird Project (taken together with any outstanding UpsizeBridgeLoanswithrespecttotheBluebirdProject)shallnotexceedtheUpsizeBridgeLoan Amount (Bluebird), each Borrowing of Upsize Bridge Loans specified for the American Beech Project (taken together with any outstanding Upsize Bridge Loans with respect to the American Beech Project) shall not exceed the Upsize Bridge Loan Amount (American Beech) and each Borrowing of Bridge Loans specified for the Prairie Project (taken together with any outstanding Upsize Bridge Loans with respect to the Prairie Project) shall count towards the Upsize Bridge LoanAmount(Prairie).TheBorrowershalldelivertotheAdministrativeAgentaNoticeofUpsize BridgeLoanBorrowingrelatingtoeachUpsizeBridgeLoan(exceptUpsizeBridgeLoansdeemed madeascontemplatedbySection2.5(d))(i) notlaterthan1:00p.m.,NewYorktime,atleastthree (3)BusinessDaysbeforethedateoftherequestedBorrowingofaSOFRLoanor(ii)notlaterthan 9:00 a.m., New York time, at least one (1)Business Day before the date of the Borrowing of a Base Rate Loan.If the Borrower changes the date of a Borrowing from that which is set forth in suchNoticeofUpsizeBridgeLoanBorrowing,theBorrowershallreimbursetheLendersforany amounts due to the Lenders under Section2.11hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

(c)    Upsize Bridge Loan Principal Payments.The Borrower shall repay to the AdministrativeAgent,fortheaccountoftheapplicableLenders,infullontheUpsizeBridgeLoan Maturity Date, the unpaid principal amount of (together with accrued and unpaid interest on) the Upsize Bridge Loans made or deemed made by the Lenders, together with all remaining unpaid fees, costs and other amounts with respect thereto.

(d)    Use of Upsize Bridge Loan Proceeds.The Borrower shall use the proceeds of the Upsize Bridge Loans solely in accordance with Section7.5.Any Available Upsize Bridge Loan CommitmentthatremainsontheUpsizeBridgeLoanMaturityDateaftertheBorrowingofUpsize Bridge Loans on such date shall be automatically reduced to zero Dollars ($0).

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Section 2.4.    LetterofCredit Facility.

(a)    LetterofCreditGeneralTerms.

(i)    Subject to the terms and conditions hereof, from time to time from the Financial Closing Date through the Construction Loan Maturity Date (the“LC Availability Period”), and after submittal of an Application by the Borrower to the LC Issuer, such LC Issuer shall issue (or amend, renew or extend) a letter of credit (each, a “LetterofCredit”)intheamountequaltotheamountrequesteduptoanaggregateamount equaltofiftymillion,twohundredsixty-seventhousand,sevenhundredeighty-fiveDollars ($50,267,785)(the“LCCommitment”),insuchformastheBorrower,theLCIssuerand the beneficiary of the relevant Letter of Credit shall agree.The aggregate stated amount for all Letters of Credit outstanding at any time will not result in (A)the aggregate stated amountofallLettersofCreditissuedbyanyLCIssuerexceedingthetotalamountsetforth inrespectofsuchLCIssuerinPartBofSchedule1.1(a)or(B)thesumof(1)theundrawn amount for the outstanding Letters of Credit, (2) the principal amount of the outstanding LCLoans,and(3)theamountofallReimbursementObligationsoutstandinginrespectof the Letters of Credit exceeding the LC Commitment.

(ii)    Unless otherwise agreed by the LC Issuer, each Letter of Credit issued as providedin this Section2.4shall havean expiration date (or shall be cancellable) no later than the earlier of (A)twelve(12) months after the date of issuance (provided that such expirationdateshallbesubjecttoautomaticextensionascontemplatedby Section 2.4(b)(iii)) and (B)the LC Loan Maturity Date.

(b)    RequestingaLetterofCredit;Applications.

(i)    TheBorrowershallprovideatleasttwo(2)BusinessDays’advancewritten notice,dulyexecutedbyanAuthorizedOfficeroftheBorrowerandintheformofExhibitA-5(a “Notice of Issuance”), to the Administrative Agent and the LC Issuer of each request for the issuance of a Letter of Credit, and such Notice of Issuance shall be accompanied by an application to the LC Issuer (in such LC Issuer’s customary form of application for letters of credit, as provided to the Borrower from time to time) for such LetterofCreditproperlycompletedandexecutedbytheBorrower(each, an“Application”).In the case of a request for an extension (other than an automatic extension) or an amendment with respect to the stated amount of a Letter of Credit, the Borrower shall submit to the Administrative Agent and the LC Issuer a duly executed NoticeofIssuancetotheAdministrativeAgentandsuchLCIssuer,ineachcase,together with any applicable fees required pursuant to this Agreement.The LC Issuer shall promptly notify the Administrative Agent of the issuance of any Letter of Credit so requested or an amendment with respect to the expiration or stated amount of a Letter of Credit.Each Notice of Issuance shall specify, among other things:

(1)    thedateofissuance,amendment,renewalorextension(whichshall be a Business Day);

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(2)    the date on which such Letter of Credit is to expire (which shall comply with Section 2.4(a)(ii));

(3)    theface amount ofsuch Letter of Credit;

(4)    thenameandaddressofthebeneficiarythereof;and

(5)    such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit (including the form of a letter of credit, if any, required under the Project Documents).

(ii)    Notwithstanding anything contained in any Notice of Issuance or Applicationtothecontrary:(A)theBorrowershallpayfeesinconnectionwitheachLetter of Credit as set forth in Section3.1; (B)except as otherwise provided in Section2.8(b), unless an Event of Default exists, the LC Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder;(C) ifaLetterofCreditisdrawn,thetermsofSection 2.4(c)shallapply;and (D) the LC Issuer shall not be obligated to issue, amend or renew any Letter of Credit if any Lender (other than Lenders who are Affiliates of the LC Issuer) purchasing a Participating Interest in such Letter of Credit, at such time, is a Defaulting Lender hereunder, unless the LC Issuer has entered into satisfactory arrangements with the Borrower or such other Lenders to eliminate the LC Issuer’s risk with respect to such Defaulting Lender, including by cash collateralizing each such Defaulting Lender’s Participating Interest.

(iii)    If the LC Issuer issues any Letter of Credit with an expiration date that is automatically extended, such Letter of Credit shall automatically be extended unless such LC Issuer gives notice of non-renewal before such Letter of Credit is automatically set to beextendedinaccordancewiththetermsofsuchLetterofCredit,whichsuchnoticeshall onlybegivenwithouttheconsentoftheBorrowerif(A)theexpirationdateofsuchLetter ofCreditif so extendedwould beaftertheLC Loan Maturity Date,(B)theCommitments in respect of such Letter of Credit have been terminated, or (C)a Default or an Event of Default exists and is continuing.

(c)    The Reimbursement Obligations.

(i)    Upon receipt by an LC Issuer from the beneficiary of any Letter of Credit or any draft for payment or notice of drawing under such Letter of Credit, such LC Issuer shall promptly notify the Borrower and the Administrative Agent thereof.Subject to clause(ii)below,theBorrowershallreimbursetheLCIssuerforallamountsdrawnunder a Letter of Credit that has been honored by such LC Issuer (a “Reimbursement Obligation”)bynolaterthan12:00Noon(NewYorktime)onthedatethatsuchLCIssuer honoredthedrawing;providedthattheBorrowerhasbeeninformedofsuchdrawingator before11:30a.m.(NewYorktime)onthedatewhensuchdrawingishonoredand,ifnotice of such drawing is given to the Borrower after 11:30 a.m. (New York time) on the date whensuchdrawingishonored,suchreimbursementshallbepaidby12:00Noon(New

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York time) on the following Business Day, in Same Day Funds at the Administrative Agent’sprincipalofficeinNewYork,NewYork,orsuchotherofficeastheAdministrative Agent may designate in writing to the Borrower (and the Administrative Agent shall thereaftercausetobedistributedtotheapplicableLCIssuersuchamount(s)inlikefunds); provided, however, if such day is not a Business Day, the date for such payment shall be extended to the next succeeding Business Day.

(ii)    UpontheexistenceofanyReimbursementObligationinrespectofaLetter ofCredit,unlesstheAdministrativeAgentisnotifiedbytheBorrowerby12:00Noon(New Yorktime)onthedaythatsuchReimbursementObligationbecomesduethatitintendsto repay such Reimbursement Obligation with funds not borrowed under this Agreement, so longasnoEventofDefaulthasoccurredandiscontinuing,theBorrowershallbedeemed to have requested an LC Loan, from the Lenders holding a Participating Interest in such Letter of Credit in an amount equal to such Reimbursement Obligation, and the proceeds of such LC Loan shall be applied to satisfy such Reimbursement Obligation on behalf of the Borrower.Any such LC Loan initially shall be deemed to be requested as, and shall be, a Base Rate Loan.Each such LC Loan extended or deemed extended shall reduce the AvailableLCLoanCommitmentbytheprincipalamountofsuchLCLoan;providedthat, upon the repayment of any LC Loan resulting from draws on any Letter of Credit prior to thelastdayoftheLCAvailabilityPeriod,solongasnoEventofDefaulthasoccurredand iscontinuing,theAvailableLCLoanCommitmentshallbeincreasedbyanamountequal to such repaid amount.

(iii)    If an LC Issuer is not timely reimbursed for the amount of any drawing underaLetterofCreditissuedbyitonthedatesuchdrawingispaid,suchReimbursement Obligation shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date such drawing is paid at a rate per annum equal to the sum of the ApplicableMarginforBaseRateLoansplustheAlternateBaseRatefromtimetotimein effect (computed on the basis of a year of three hundred sixty-five(365) or three hundred sixty-six (366) days, as the case may be, and the actual number of days elapsed).

(d)    Obligations Absolute.The Reimbursement Obligations and the obligation of the BorrowertorepayeachBorrowingofLCLoansshallbeabsolute,unconditionalandirrevocable, andshallbepaidstrictlyinaccordancewiththetermsofthisAgreementunderallcircumstances, including the following: (i)any lack of validity or enforceability of a Letter of Credit, this Agreement, or any other Credit Document; (ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or any transfereeofaLetterofCredit(oranyPersonforwhomanysuchbeneficiaryoranysuchtransferee may be acting), such LC Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relatingthereto,oranyunrelatedtransaction;(iii)anydraft,demand,certificateorotherdocument presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv)any payment by such LC Issuer under such Letter of Credit against presentationofadraftorcertificatethatdoesnotstrictlycomplywiththetermsofaLetterof

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Credit,oranypaymentmadebysuchLCIssuerunderaLetterofCredittoanyPersonpurporting tobeatrusteeinbankruptcy,debtor-in-possession,assigneeforthebenefitofcreditors,liquidator, receiverorotherrepresentativeoforsuccessortoanybeneficiaryoranytransfereeofsuchLetter ofCredit,includinganyarisinginconnectionwithanyproceedingunderanyDebtorReliefLaw; or (v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing,includinganyothercircumstancethatmightotherwiseconstituteadefenseavailableto, or a discharge of, the Borrower.The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliancewiththeBorrower’sinstructionsorotherirregularity,theBorrowerwillpromptly notify such LC Issuer.

(e)    TheParticipating Interests; LC Loans.

(i)    BytheissuanceofaLetterofCredit(oranamendmenttoaLetterofCredit increasing or decreasing the stated amount thereof) by the LC Issuer, and without any further action on the part of such LC Issuer or the LC Lenders, such LC Issuer hereby grantstoeachLCLender,andeachsuchLCLenderherebyacquiresfromsuchLCIssuer, an undivided participating interest, to the extent of its Proportionate Share, in such Letter ofCreditissuedby,andeachReimbursementObligationowedto,suchLCIssuerinrespect thereof.Each such LC Lender so holding an undivided participating interest as provided in the preceding sentence shall be a “Participating LC Lender” and such undivided participating interest shall be a “Participating Interest”.

(ii)    If(A)theLCIssuerisrequiredatanytimetoreturntotheBorrowerortoa trustee, receiver, liquidator, custodian or other Person, any portion of any payment of any Reimbursement Obligation or (B)the Borrower is deemed to request an LC Loan in accordancewithclause(c)(ii)aboveequaltoanyReimbursementObligation,then,ineach case,eachParticipatingLCLendershallfundtotheAdministrativeAgentfortheaccount of the LC Issuer an amount equal to such Participating LC Lender’s Participating Interest in such Reimbursement Obligation, in the case of subclause(A)of this paragraph, in paymentforsuchParticipatingLCLender’sParticipatingInterestinsuchReimbursement Obligation or, in the case of subclause(B)of this paragraph, as its advance of such Loan. Payment of each funding pursuant to the preceding sentence by the relevant Participating LCLendertotheAdministrativeAgentshallbedueinSameDayFundsnotlaterthanthe Business Day it receives a certificate in the form of ExhibitB-5hereto from the Administrative Agent (with a copy to the LC Issuer) to such effect, if such certificate is received before 1:00 p.m. (New York time), or not later than 1:00 p.m. (New York time) thefollowingBusinessDay,ifsuchcertificateisreceivedaftersuchtime,togetherineach casewithinterestonsuchamountaccruedfromthedatetherelatedpaymentwasmadeby the LC Issuer to the date of such funding by such Participating LC Lender at a rate per annum equal to: (i)from the date the related payment was made by the LC Issuer to the date two(2) Business Days after payment by such Participating LC Lender is due hereunder,theFederalFundsRateforeachsuchdayand(ii)fromthedatetwo(2)Business DaysafterthedatesuchpaymentisduefromsuchParticipatingLCLendertothedatesuch payment is made by such Participating LC Lender, the Base Rate in effect for each such day.WithoutlimitingtheobligationsofeachParticipatingLCLender,theAdministrative

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AgentshallprovidesuchcertificatepromptlytoeachParticipatingLCLender(withacopy to the LC Issuer) after the event giving rise thereto.Following the consummation of transactions contemplated by this Section 2.4(e), the LC Issuer shall have received each Lender’sProportionateShareforeachParticipatingLCLenderintheamountrequiredfor the applicable LC Loan.

(iii)    EachsuchParticipatingLCLendershallthereafterbeentitledtoreceiveits Proportionate Share of each payment received in respect of the relevant Reimbursement Obligation or LC Loan, as the case may be, and of interest paid thereon.The several obligationsoftheParticipatingLCLenderstotheLCIssuerunderthisSection2.4shallbe absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating LC Lender may have or have had against the Borrower, the LC Issuer, the Administrative Agent, any LC Lender or any other Person whatsoever.Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or EventofDefaultorbyanyreductionorterminationofanyCommitmentofanyLCLender, and each payment by a Participating LC Lender under this Section2.4shall be made without any offset, abatement, withholding or reduction whatsoever.

(iv)    The Participating LC Lenders shall, to the extent of their respective Participating Interests in Letters of Credit, indemnify the LC Issuer (to the extent not reimbursedbytheBorrower)againstanycost,expense(includingreasonablecounselfees anddisbursements),claim,demand,action,lossorliability(exceptsuchasresultfromsuch LCIssuer’sgrossnegligenceorwillfulmisconduct)thatsuchLCIssuermaysufferorincur in connection with any such Letters of Credit issued by it.The obligations of the Participating LC Lenders under this Section2.4shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(f)    No Obligation.No LC Issuer shall be under any obligation to issue any Letter of Credit if: (i)any order, judgment or decree of any Governmental Authority or arbitrator shall by itstermspurporttoenjoinorrestrainsuchLCIssuerfromissuingtheLetterofCredit,oranylaw applicable to such LC Issuer or any request or directive (whether or not having the force of law) fromanyGovernmentalAuthoritywithjurisdictionoversuchLCIssuershallprohibit,orrequest that such LC Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit inparticularorshallimposeuponsuchLCIssuerwithrespecttotheLetterofCreditanyrestriction, reserveorcapitalrequirement(forwhichsuchLCIssuerisnototherwisecompensatedhereunder) notineffectontheFinancialClosingDate,orshallimposeuponsuchLCIssueranyunreimbursed loss, cost or expense which was not applicable on the Financial Closing Date and which such LC Issuer in good faith deems material to it; or (ii)the issuance of the Letter of Credit would violate oneormorepoliciesofsuchLCIssuerapplicabletolettersofcreditgenerally(otherthanapolicy not to issue letters of credit generally).

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(g)    LC Loan Principal Payments.

(i)    LC Loans.The Borrower shall repay to the Administrative Agent, for the account of the LC Lenders, in full on the LC Loan Maturity Date, the unpaid principal amount of (together with accrued and unpaid interest on) each LC Loan made or deemed made by the LC Lenders, together with any unpaid fees, costs and other amounts with respect thereto.

Section 2.5.    ApplicableInterest Rates.

(a)    BaseRateLoans.EachBaseRateLoanmadeormaintainedbyaLendershallbear interest (computed on the basis of a year of three hundred sixty-five(365) or three hundredsixty-six(366) days, as the case may be, and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a SOFR Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to thesumoftheApplicableMarginplustheAlternateBaseRatefromtimetotimeineffect,payable on each Payment Date following the date such Loan is advanced or created by conversion, at maturity (whether by acceleration or otherwise) and on the date such Loan is paid in full.

(b)    SOFRLoans.EachSOFRLoanmadeormaintainedbyaLendershallbearinterest (computed,notwithstandinganyprovisiontothecontraryinthisAgreement(includingtheuseof the term “per annum”), on the basis of a year of three hundred sixty(360) days and the actual number of days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of (x)the Applicable Margin plus (y)Compounded SOFR from time to time in effect, payable on each Payment Date, at maturity (whether by acceleration or otherwise) and on the date such Loan is paid in full.

(c)    RateDeterminations.TheAdministrativeAgentshalldetermineeachinterestrate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be prima facie evidence of such interest rate except in the case of manifest error.

(d)    Capitalized Interest and Fees.Provided that (i)no Event of Default has occurred and is continuing and (ii)there are then sufficient Available Construction Loan Commitments (solely in the case of subsections(A), (D)and (G)hereof), Bridge Loan Commitments (solely in thecaseofsubsection(B),(E)and(H)hereof)orUpsizeBridgeLoanCommitments(solelyinthe case of subsections (C), (F)and (I)hereof), (A)accrued interest due and payable on outstanding Construction Loans under Sections2.5(a)or 2.5(b), as applicable, during the Construction Loan Availability Period shall be automatically capitalized and deemed paid from the Available Construction Loan Commitment, unless otherwise notified by the Borrower three (3) Business Days prior to the applicable date, (B)accrued interest due and payable on outstanding Bridge Loans under Sections2.5(a)or 2.5(b), as applicable, during the Bridge Loan Availability Period shallbeautomaticallycapitalizedanddeemedpaidfromtheAvailableBridgeLoanCommitment, unlessotherwisenotifiedbytheBorrowerthree(3)BusinessDayspriortotheapplicabledate,(C) accrued interest due and payable on outstanding Upsize Bridge Loans under Sections2.5(a)or 2.5(b),asapplicable,duringtheUpsizeBridgeLoanAvailabilityPeriodbutnotpaidincashshall

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automatically be capitalized and deemed paid from the Available Upsize Bridge Loan Commitment, unless otherwise notified by the Borrower three (3) Business Days prior to the applicable date, (D)on each Quarterly Date until the expiration of the Construction Loan Availability Period, all Construction Loan Commitment Fees, then due and payable in respect of outstanding Construction Loans pursuant to Section3shall be deemed paid from the Available Construction Loan Commitment, (E)on each Quarterly Date until the expiration of the Bridge Loan Availability Period all Bridge Loan Commitment Fees, then due and payable in respect of outstanding Bridge Loans pursuant to Section3shall be deemed paid from the Available Bridge LoanCommitmentand(F)oneachQuarterlyDateuntiltheexpirationoftheUpsizeBridgeLoan AvailabilityPeriod,allUpsizeBridgeLoanCommitmentFees,thendueandpayableinrespectof outstanding Upsize Bridge Loans pursuant to Section 3shall be deemed paid from the Upsize Bridge Loan Commitment.Any such deemed usage of the Available Construction Loan Commitment, Available Bridge Loan Commitment or Upsize Bridge Loan Commitment shall be deemedaConstructionLoan,aBridgeLoanoranUpsizeBridgeLoan,asapplicable,foranyand allpurposeshereunderandundertheotherCreditDocumentsasifborrowedpursuantto Section 2.1, Section 2.2or Section 2.3, as applicable.

Section2.6.Deemed Borrowings; LC Loans; Type.Each Borrowing requested or deemed requested by the Borrower pursuant to Section2.4(c)(ii)shall be in the amount of the applicable ReimbursementObligation.LCLoansmadeinconnectionwithdrawsondifferentLettersofCreditmay be outstanding at the same time; provided that all Loans made in connection with draws on Letters of Credit shall be (or shall be promptly made to be) of the same Type.Each Borrowing of Construction Loans shall be for Construction Loans of the same Type.Each Borrowing of Bridge Loans shall be for BridgeLoansofthesameType.EachBorrowingofUpsizeBridgeLoansshallbeforUpsizeBridgeLoans of the same Type.

Section2.7.Manner of Borrowing Loans, Designating Applicable Interest Rates and Construction Loan Funding.

(a)    Notice to the Administrative Agent.At any time after Loans are requested by the BorrowerpursuanttoSection2.1(b),Section2.2(b)orSection2.3(b)ordeemedrequestedbythe Borrower pursuant to Section2.4(c)(ii), as applicable, and made by the Lenders pursuant to Section2.1(b), Section 2.2(b), Section2.3(b)or Section2.4(c)(ii), as applicable, subject to the termsandconditionshereof,theBorrowermayfromtimetotimeelecttochangeorcontinue,with respect to all Loans, the Type of Loan or, all or a portion thereof, as follows: (i)if such Loan is a SOFRLoan,oneachPaymentDate,theBorrowermaycontinuepartorallofsuchLoanasaSOFR Loan or convert part or all of such Loan into a Base Rate Loan or (ii)if such Loan is a Base Rate Loan,onanyBusinessDay,theBorrowermayconvertallorpartofsuchLoanintoaSOFRLoan. TheBorrowershallgiveallsuchnoticesrequestingthecontinuationorconversionofaBorrowing to the Administrative Agent by e-mail, which notice shall be irrevocable once given (it being understoodthatthefailureoftheBorrowertoactuallyborrowpursuanttoSection2.1(b), Section2.2(b)orSection2.3(b),asapplicable,onthespecifieddateshallnotresultinareduction of any Commitment but shall result in an obligation of the Borrower to make any required payments under Section2.11) and substantially in the form attached hereto as ExhibitA-4(each, a “Notice of Continuation/Conversion”), as applicable, or in such other form acceptable to the AdministrativeAgent.NoticeofthecontinuationofaBorrowingofSOFRLoansorofthe

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conversion of part or all of a Borrowing of Base Rate Loans into SOFR Loans must be given by no later than 11:00 a.m. (New York time) at least three(3) Business Days before the date of the requestedcontinuationorconversion.Allsuchnoticesconcerningthecontinuationorconversion of a Borrowing shall specify the date of the requested continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be continued or converted and the Type of Loans to comprise such new, continued or converted Borrowing.The Borrower agrees that the Administrative Agent may rely on any such e-mail notice given by any person the Administrative Agent in good faith believes is an Authorized Officer of the Borrower without the necessity of independent investigation.

(b)    Notice to the Lenders.The Administrative Agent shall give prompt electronic noticetoeachLenderorLCIssuer,asthecasemaybe,ofanynoticefromtheBorrowerreceived pursuant to Section2.7(a)above and, if such notice requests the Lenders of the applicable Class tomakeSOFRLoans,theAdministrativeAgentshallgivenoticetotheBorrowerandeachLender of the applicable Class by like means of the interest rate applicable thereto promptly after the Administrative Agent has made such determination.

(c)    Borrower’s Failure to Notify; Automatic Continuations and Conversions.Any outstandingBorrowingofaBaseRateLoanshallautomaticallybecontinuedasaBaseRateLoan unless (x)the Borrower has notified the Administrative Agent within the period required by Section2.7(a)that the Borrower intends to convert such Borrowing into a Borrowing of SOFR Loans or (y)such Borrowing is prepaid in accordance with Section2.8(b).With respect to any outstanding Borrowing of SOFR Loans, if (x)the Borrower fails to give notice pursuant to Section2.7(a)above of the continuation or conversion of any outstanding principal amount of a BorrowingofSOFRLoansbeforeaPaymentDatewithintheperiodrequiredbySection2.7(a)the BorrowershallbedeemedtohaveelectedtocontinuesuchSOFRLoansasSOFRLoans,or

(y)there exists and is continuing an Event of Default and such Borrowing is not prepaid in accordancewithSection2.8(b),suchBorrowingshallautomaticallybeconvertedintoaBorrowing of Base Rate Loans on the next Payment Date.

(d)    [Reserved]

(e)    Construction, Upsize Bridge Loan and Bridge Loan Funding.Provided that the applicable conditions precedent listed in Section6have been satisfied or waived, each Lender shall, before 1:00 p.m., New York time, on the date of each Borrowing of a Construction Loan, Upsize Bridge Loan and/or Bridge Loan (except any Construction Loan, Upsize Bridge Loan or Bridge Loan deemed made as contemplated by Section2.5(d)or made in connection with the Financial Closing Date and the Closing Date Distribution Payment), make available in immediately available funds, such Lender’s Proportionate Share of such Borrowing and shall deposit such funds into the Construction Account.The failure of any Lender to make the Construction Loan, Upsize Bridge Loan and/or Bridge Loan to be made by it as part of such BorrowingshallnotrelieveanyotherLenderofitsobligationhereundertomakeitsConstruction Loan, Upsize Bridge Loan and/or Bridge Loan on the date of such Borrowing.No Lender shall be responsible for the failure of any other Lender to make the Construction Loan, Upsize Bridge Loan and/or Bridge Loan to be made by such other Lender on the date of such Borrowing.

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Section 2.8.    Prepayments.

(a)    Optional Prepayments.Subject to Section2.8(c), the Borrower may prepay (such prepayment, an “Optional Prepayment”) (A)Construction Loans, Upsize Bridge Loans and BridgeLoansinwholeand/orinpart,withoutpenaltyorpremium(exceptforanyamountsdueto the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty)), such Optional Prepayment to be in aminimumaggregateamountoffivehundredthousandDollars($500,000)oranintegralmultiple ofonehundredthousandDollars($100,000)inexcessthereof(unlessallsuchLoans,togetherwith allinterest,feesandotheramountsthendue,arebeingprepaidinfull)and(B)LCLoans,inwhole and/or in part, without penalty or premium (except for any amounts due to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty)), such prepayment to be in a minimum aggregate amount of two hundred fifty thousand Dollars($250,000) or an integral multiple of one hundred thousand Dollars($100,000) in excess thereof (unless all such Loans, together with all interest, fees and other amounts then due, are being prepaid in full).The Borrower shall give the Administrative Agent and each Lender written notice of each proposed Optional Prepayment not less than two(2) Business Days in the case of the prepayment of any Construction Loan, Upsize Bridge Loans and Bridge Loans or five(5) Business Days in the case of the prepayment of any portionofLCLoans(or,ineachcase,suchshorterperiodasagreedtobyAdministrativeAgent). Eachsuchnoticeshallspecify(A)theLoanstobeprepaidbytheBorrower,(B)thedateproposed forsuchOptionalPrepayment,(C) theaggregateprincipalamounttobeprepaidonsuchdate,and (D)the interest to be paid on the prepayment date with respect to such principal amount being prepaid as if the date of such notice were the date of the prepayment due in connection with such Optional Prepayment, and setting forth the details of such computation.Each such notice may also specify whether such prepayment is contingent on the closing of a sale of assets by the BorroweroranyotherPersonortherefinancingofanyIndebtednessbytheBorroweroranyother Person.Withinone(1)BusinessDaysafteritsreceiptofsuchnoticeofOptionalPrepayment,the Administrative Agent shall deliver to the Borrower and each applicable Lender a certificate of Administrative Agent setting forth the estimated amounts due, if any, to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

(b)    Mandatory Prepayments.

(i)    Mandatory Prepayment Events.The Borrower shall make the following prepayments of the Loans (such prepayment, a “Mandatory Prepayment”) on the Prepayment Date (as defined in paragraph 2.8(b)(ii)below):

(1)    SubjecttoSection7.16,uponreceiptbyanyBorrower,anyClassB Member and, prior to the Back-Leverage Date for any Project, the applicable HoldCo or any Subsidiary of such HoldCo, of any Net Cash Proceeds with respect to any Casualty Event or Event of Eminent Domain affecting a Project, an amount equal to (A)100% of the Net Cash Proceeds with respect to such Casualty Event or Event of Eminent Domain less(B)anyportionoftheNetCashProceedswithrespecttosuchCasualtyEventorEvent ofEminentDomainappliedorcommittedtotheRestorationofsuchProject(totheextent

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permittedbySection7.16),shallbeappliedasamandatoryprepaymentinaccordancewith theorderofprioritysetforthinSection2.8(c);providedthatnothinginthis Section2.8(b)(i)(1)shall be deemed to limit or otherwise affect any obligation of the ProjectGroupMemberstodeposit(orcausetobedeposited)intheLossProceedsAccount the Loss Proceeds in respect of any Casualty Event or Event of Eminent Domain in accordance with Section 7.16;

(2)    upon receipt by any Borrower, any Class B Member and, prior to theBack-LeverageDateforanyProject,theapplicableHoldCooranySubsidiaryofsuch HoldCo, of Indebtedness Proceeds or dividends in respect of any Indebtedness Proceeds, in an aggregate amount equal to such Indebtedness Proceeds or such dividends, as applicable, in accordance with the order of priority set forth in Section 2.8(c);

(3)    upon receipt by any Borrower, any Class B Member and, prior to theBack-LeverageDateforanyProject,theapplicableHoldCooranySubsidiaryofsuch HoldCo,ofanyAssetDispositionProceedsfromanAssetDispositionpermittedpursuant to clause(e)of the definition of “Permitted Dispositions” equal to or in excess of one million Dollars($1,000,000) in any calendar year, in an aggregate amount equal to such Asset Disposition Proceeds, in accordance with the priority set forth in Section 2.8(c); provided,however,that,solongasnoDefaultorEventofDefaultshallhaveoccurredand be continuing and with the consent of the Lenders, the Borrower may, prior to the date of therequiredprepayment,delivertotheAdministrativeAgentacertificateofanAuthorized Officer of the Borrower to the effect that the Borrower intends to invest (or commit to invest) such Asset Disposition Proceeds received by the Borrower (or a portion thereof specified in such certificate) within ninety(90) days following receipt thereof in assets useful in the business of the Borrower that constitute Collateral, and certifying that no DefaultorEventofDefaulthasoccurredandisthencontinuing,inwhichcasetheBorrower may so reinvest (or commit to reinvest) such Asset Disposition Proceeds within such period; provided, further, that any such Asset Disposition Proceeds received by any Borrower, any Class B Member and, prior to the Back-Leverage Date for any Project, the applicable HoldCo or any Subsidiary of such HoldCo, that are not so reinvested (or committedtobereinvested)bytheendofsuchperiod(orthatareinexcessoftheamount that is certified to be reinvested pursuant to this Section2.8(b)(i)(3)) may not be so reinvestedandshallbeappliedasaprepaymentofLoansinaccordancewithSection2.8(c);

(4)    upon receipt by any Borrower, any Class B Member and, prior to theBack-LeverageDateforanyProject,theapplicableHoldCooranySubsidiaryofsuch HoldCo, of any Project Document Proceeds or dividends received by any Borrower, any Class B Member and, prior to the Back-Leverage Date for any Project, the applicable HoldCo or any Subsidiary of such HoldCo, in respect of Project Document Proceeds (in each case, to the extent the terminated Project Document is not restored in form and substance reasonably acceptable to the Required Lenders, or replaced by a replacement Project Document in form and substance reasonably satisfactory to the Required Lenders with a Replacement Obligor), in an aggregate amount equal to such Project Document Proceedsorsuchdividends,asapplicable,inaccordancewiththeorderofprioritysetforth in Section 2.8(c);

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(5)    upon the occurrence of the SC Funding Date under the Tax Equity DocumentsforanyProjectoruponreceiptofpaymentpursuanttotheTaxCreditTransfer DocumentsforProject,inanamountequaltotheaggregateoutstandingprincipalofBridge LoansandUpsizeBridgeLoansborrowedwithrespecttosuchProjectplusaccruedinterest as of such prepayment date with respect to such principal amount being prepaid, and any amountsduetotheLendersunderSections2.11and10.3hereof(includinganyassociated HedgingTerminationValuesduetotherelevantPermittedHedgingCounterparty)incurred by Borrower following application of Section 2.8(c).

(6)    [Reserved]

(7)    from and after the execution of the Depositary Agreement, as expressly set forth in the Depositary Agreement.

(8)    in the case of an Asset Disposition permitted pursuant to clause (k)of the definition of “Permitted Dispositions”, in an amount equal to the aggregate outstandingprincipalofLoansborrowedwithrespecttotheapplicableProjectplusaccrued interestasofsuchprepaymentdatewithrespecttosuchprincipalamountbeingprepaid,in accordance with the order of priority set forth in Section 2.8(c).

(ii)    Each Mandatory Prepayment pursuant to (x)Sections 2.8(b)(i)(1), 2.8(b)(i)(4),2.8(b)(i)(5)or 2.8(b)(i)(6)shall be made within five(5) Business Days as required thereby, (y)Sections2.8(b)(i)(2)or 2.8(b)(i)(7)shall be made within one(1) BusinessDayasrequiredtherebyand(z)Sections2.8(b)(i)(3)or2.8(b)(i)(8)shallbemade substantially concurrently with the applicable disposition (such date, as applicable, a “Prepayment Date”).

(iii)    In the event of any prepayment pursuant to clause (i)(5)above, the CommitmentsundertheBridgeLoanFacilityandtheUpsizeBridgeLoanFacilityshallbe reduced by the applicable Bridge Loan Amount and Upsize Bridge Loan Amount with respect to such Project.

(iv)    In the event of any prepayment pursuant to clause (i)(8)above, (a) the Borrower shall return to the LC Issuer for cancellation each Letter of Credit previously issued in respect of the applicable Project and (b) the Commitments under each Loan Facility shall be reduced by the applicable Construction Loan Amount, Bridge Loan Amount and Upsize Bridge Loan Amount with respect to such Project.

(c)    Procedures for Prepayments.The proceeds of each Mandatory Prepayment and each Optional Prepayment shall be applied as follows:

(i)    first,totheAdministrativeAgentfortheaccountoftheapplicableLenders on a pro rata basis (based on their Proportionate Shares of the applicable Loan Facility), any accrued but unpaid interest and fees in respect of the applicable Loans being repaid and any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty;

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(ii)    second,ifsuchprepaymentisonadayotherthanthelastdayofanInterest Period,toeachapplicableLenderonaproratabasisanyamountsduetotheLendersunder Section 2.11and Section 10.3hereof.

(iii)    third,totheAdministrativeAgentfortheaccountoftheapplicableLenders on a pro rata basis (based on their Proportionate Shares of the Loan Facility), the outstanding principal in respect of the applicable Loans until such amounts have been repaid in full;

(iv)    fourth, cash collateralize, or provide another form of credit support that is reasonably acceptable to the Required Lenders, the outstanding Letters of Credit then outstanding in accordance with the procedures set forth in Section 9.2(h); and

(v)    fifth, to the prepayment of any other Obligations under the Credit Documents;

providedthat,MandatoryPrepaymentsmadeinaccordancewithSection2.8(b)(i)(5)shallprepay only Bridge Loans and Upsize Bridge Loans.

(d)    No Reborrowings.The Borrower may not reborrow the principal amount of any Construction Loan, Bridge Loan or Upsize Bridge Loan that is prepaid or repaid and may only reborrow LC Loans to the extent of any Available LC Loan Commitment.

(e)    Prepayment or Reduction of Permitted Hedging Agreements.To the extent that a prepayment (whether an Optional Prepayment or a Mandatory Prepayment) of any portion of the LoansunderthisAgreementcausestheaggregatenotionalamountofalloutstandingtransactions under all Permitted Hedging Agreements to exceed 105% of the then outstanding aggregate principalamountoftheLoans,theBorrowershall,concurrentlywithanysuchprepaymentorsuch otherreduction,asapplicable,partiallyterminateonaproratabasisacrossallPermittedHedging Counterparties a portion of the outstanding transactions under such Permitted Hedging Agreements to the extent necessary so that the aggregate notional amount of all outstanding transactions under Permitted Hedging Agreements after giving effect to such partial terminations is not less than 75% or more than 105% of the aggregate principal amount of the Loans then outstanding.

(f)    Notwithstanding any of the foregoing, it is expressly understood and agreed that nothingcontainedinSection2.8shallinanymannerorwayconstituteorbedeemedtobearelease of the obligations secured by, or impair the enforceability of, the Liens and security interests and possessoryrightscreatedbyorarisingfromtheCreditDocumentsorrestricttheremediesavailable to any Lender to realize upon the Collateral or alter, modify or release in any manner any of the obligations of the Borrower under this Agreement or the other Credit Documents.

Section2.9.Default Rate.Notwithstanding anything to the contrary contained herein, if any Event of Default has occurred and is continuing (including after acceleration)(i) the Borrower shall pay interest(afteraswellasbeforeentryofjudgmentthereontotheextentpermittedbylaw)onanyoverdue amountsfromthedateofsuchEventofDefaultuntilsuchEventofDefaultisnolongercontinuingata

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rateperannum(the“DefaultRate”)thatisthesumoftheinterestratefromtimetotimeineffectforany suchLoan(includingtheApplicableMarginorinthecaseofotherObligations,theBaseRate),plus2.0% and (ii) upon prior written notice by the Required Lenders, the Borrower shall pay all interest (after as well as before entry of judgment thereon to the extent permitted by law) on all outstanding Obligations (whetherornotoverdue)fromthedateofsuchnoticeuntilsuchEventofDefaultisnolongercontinuing ataperannumrateequaltotheDefaultRate.InterestaccruingattheDefaultRateshallbepaidasrequired pursuant to this Agreement or upon demand of the Administrative Agent.

Section 2.10.Evidence of Indebtedness.

(a)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)    TheAdministrativeAgentshallalsomaintainaccountsinwhichitwillrecord

(i)theamountofeachLoanmadehereunderandthetypethereof,(ii)theamountofanyprincipal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii)the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c)    Theentriesmaintainedintheaccountsmaintainedpursuanttoparagraphs(a)and (b)above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.In the event of any conflict between the Register and the accounts maintained by the Administrative Agent and the accounts maintainedbyanyLenderinparagraphs(a)and(b)above,theRegistershallcontrolintheabsence of manifest error.

(d)    AnyLendermayrequestthatitsLoansbeevidencedbyapromissorynoteornotes in substantially the forms of ExhibitC-1(referred to herein as a “Construction Loan Note”), ExhibitC-2(referred to herein as a “Bridge Loan Note”), Exhibit C-3(referred to herein as a “Upsize Bridge Loan Note”) or ExhibitC-4(referred to herein as an “LC Note”), as applicable. Insuchevent,theBorrowershallprepare,executeanddelivertosuchLenderaConstructionLoan Note, Bridge Loan Note, Upsize Bridge Loan Note or LC Note, as applicable, payable to such Lender or registered assigns in the amount of the relevant Commitment.Thereafter, the Loans evidenced by such Construction Loan Note or Construction Loan Notes, Bridge Loan Note or Bridge Loan Notes, Upsize Bridge Loan Note or Upsize Bridge Loan Notes or LC Note or LC Notes,asapplicable,andinterestthereonshallatalltimes(includingafteranyassignmentpursuant to Section12.19) be represented by one or more Construction Loan Notes, Bridge Loan Notes, Upsize Bridge Loan Notes or LC Notes, as applicable, payable to the payee named therein or registeredassigns,excepttotheextentthatanysuchLenderorassigneesubsequentlyreturnsany such Construction Loan Note, Bridge Loan Note or LC Note, as applicable, for cancellation and requests that such Loans once again be evidenced as described in subsections (a)and (b)above.

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Section2.11.FundingIndemnity.IfanyLendershallincuranyloss,costorexpense(including anyloss,costorexpenseincurredbyreasonoftheliquidationorre-employmentofdepositsorotherfunds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of:

(a)    any payment, prepayment or conversion of a SOFR Loan on a date other than the last day of its Interest Period;

(b)    any failure (because of a failure to meet the conditions of Section6or otherwise) bytheBorrowertoborroworcontinueaSOFRLoan,ortoconvertaBaseRateLoanintoaSOFR Loan,onthedatespecifiedinanoticegivenpursuanttoSection2.7(a)hereof(includingasaresult of the revocation of any conditional notice of prepayment);

(c)    any failure by the Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise); or

(d)    any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder,

then,uponthedemandofsuchLender,theBorrowershallpaytosuchLendersuchamountaswill reimburse such Lender for such loss, cost or expense.If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be prima facie evidence as to the amount thereof if reasonably determined.

Section 2.12.Total Commitments.

(a)    Commitment Amounts.

(i)    Construction Loan Commitment.The aggregate principal amount of all Construction Loans made by the Lenders outstanding at any time shall not exceed two hundred eleven million, fifty-five thousand, seven hundred sixty-six Dollars ($211,055,766) (subject to voluntary reduction pursuant to the terms of this Agreement) (such amount, as so reduced from time to time, the “Total Construction Loan Commitment”).

(ii)    Bridge Loan Commitment.The aggregate principal amount of all Bridge Loans made by the Lenders outstanding as of the Financial Closing Date shall notexceedone hundred seventy-three million, three hundred thirty-eight thousand, one hundredtwoDollars($173,338,102)(subjecttovoluntaryreductionpursuanttotheterms ofthisAgreement)(suchamount,assoreducedfromtimetotime,the“TotalBridgeLoan Commitment”).

(iii)    Upsize Bridge Loan Commitment. The aggregate principal amount of all UpsizeBridgeLoansmadebytheLendersoutstandingatanytimeshallnotexceedone

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hundredseventy-sevenmillion,twohundredfifty-twothousand,sixhundredtwenty-seven Dollars ($177,252,627) (subject to voluntary reduction pursuant to the terms of this Agreement) (such amount, as so reduced from time to time, the “Total Upsize Bridge Loan Commitment”).

(b)    ReductionsandCancellationsofCommitments.

(i)    The Available Construction Loan Commitment shall be automatically and permanently reduced by the principal amount of each Construction Loan borrowed hereunder.

(ii)    The Available Bridge Loan Commitment shall be automatically and permanently reduced by the principal amount of each Bridge Loan borrowed hereunder.

(iii)    TheAvailableUpsizeBridgeLoanCommitmentshallbeautomaticallyand permanently reduced by the principal amount of each Upsize Bridge Loan borrowed hereunder.

(iv)    TheBorrowermay,fromtimetotime,upontwo(2)BusinessDays’written noticetotheAdministrativeAgent(accompaniedbyacertificationconfirmingthematters set forth in Section2.12(b)(iii)(iv)(1)and (2)below), permanently reduce, by the amount of two hundred fifty thousand Dollars($250,000) or an integral multiple of one hundred thousand Dollars($100,000) in excess thereof or such other amount agreed to by the Administrative Agent, or cancel in its entirety, a Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or Total Bridge Loan Commitment; provided, however, that:

(1)    TheBorrowermaynotreduceorcancelalloranyportionofaTotal ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentorTotalBridge LoanCommitmentif,aftergivingeffecttosuchreductionorcancellation,(x)theaggregate principalamountofallLoansthenoutstandingwouldexceedtheTotalConstructionLoan Commitment,TotalUpsizeBridgeLoanCommitmentorTotalBridgeLoanCommitment under which such Loans were made, or (y) such reduction or cancellation would, in the reasonablejudgmentoftheRequiredLenders,beexpectedtoresultinabreachofaCredit Document, a Tax Equity Document, a TC Structure Document, a Tax Credit Transfer Document or a Project Document; and

(2)    The Borrower may not reduce or cancel all or any portion of the Total Construction Loan Commitment, Total Bridge Loan Commitment or Total Upsize Bridge Loan Commitment if, after giving effect to such reduction or cancellation, the AvailableConstructionFundswouldnot,intheRequiredLenders’reasonablejudgmentin consultation with the Independent Engineer, be sufficient to achieve Completion of each Project on or before each Project’s respective Project Completion Date.

(v)    The Borrower shall pay to the Administrative Agent all Commitment Fees thendueinrespectofanyTotalConstructionLoanCommitment,TotalUpsizeBridge

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LoanCommitmentorTotalBridgeLoanCommitmentuponanyreductionorcancellation ofsuchTotalConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentor TotalBridgeLoanCommitment.FromtheeffectivedateofanysuchreductionofaTotal ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentorTotalBridge Loan Commitment, the Commitment Fees with respect to the applicable Loan Commitment shall be computed on the basis of such Total Construction Loan Commitment,TotalUpsizeBridgeLoanCommitmentorTotalBridgeLoanCommitment as so reduced.Once reduced or canceled pursuant to Section2.12(b)(iv), a Total ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentorTotalBridge Loan Commitment may not be increased or reinstated.Any reductions pursuant to Section2.12(b)(iv)shallbeappliedratablytoeachLender’srespectiveLoanCommitments in accordance with Section 4.2.

(c)    LetterofCreditCommitment,CommitmentTerminationandReductions.

(i)    Subject to the terms and conditions hereof, the LC Issuer agrees to issue LettersofCreditonbehalfoftheBorrowerinaccordancewithSection2.4(a)andeachLC Lender severally agrees to make LC Loans to the Borrower in respect of the Letters of Credit in accordance with Section 2.4(c).

(ii)    Termination. Unless previously terminated, any unutilized LC Commitments shall terminate on the last date of the LC Availability Period.

(iii)    LC Commitments.The Borrower may, at any time or from time to time, upon written notice to the Administrative Agent (accompanied by a certification confirming the matters set forth in the following provisos in this Section2.12(c)(iii)), without premium or penalty, terminate in whole, or reduce in part, the LC Commitment; provided, however, that (x)no termination of the LC Commitment shall become effective unless and until (1)each Letter of Credit previously issued in respect of such LC CommitmentbeingterminatedshallhavebeenreturnedtotheLCIssuerforcancellation, (2)no Reimbursement Obligation in respect of such LC Commitment shall remain outstandingand(3)allLCLoansrelatingtosuchLCCommitmentshallhavebeenrepaid, (y)any partial reduction to the LC Commitment shall be in a minimum amount of two hundredfiftythousandDollars($250,000)oranintegralmultipleofonehundredthousand Dollars($100,000), and (z)no partial reduction to the LC Commitments shall become effective unless and until the sum of (1)the remaining aggregate stated amount of the applicable Letter of Credit outstanding pursuant to such LC Commitment, plus (2)the principalamountofallLCLoansmadeordeemedmadehereunderinconnectionwithsuch LC Commitment, plus (3) the amount of any Reimbursement Obligations outstanding in respect of such LC Commitment is less than or equal to the requested reduced LC Commitment (which may be accomplished through the return of a Letter of Credit to the LC Issuer in exchange for a replacement Letter of Credit with a reduced stated amount).

Section2.13.Substitution ofLenders.In theevent (a)any Lender isaDefaultingLenderor is otherwiseindefaultinanymaterialrespectwithrespecttoitsobligationsundertheCreditDocuments, (b)anyLenderfailstoconsenttoanamendmentorwaiverrequestedunderSection12.20hereofatatime

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whentheRequiredLendershaveapprovedsuchamendmentorwaiveror(c)anyLendermakesademand forcompensationofanyincreasedcost,anyreductionoftheamountofanysumreceivedorreceivableby such Lender or any reduction in the rate of return on such Lender’s or any corporation controlling such Lender’scapitalpursuanttoSections10.3(a)or10.3(b)ortheBorrowerisrequiredtopayanyIndemnified TaxesoradditionalamountstoanyLenderoranyGovernmentalAuthorityfortheaccountofanyLender pursuanttoSection12.1orSection12.3(anysuchLenderreferredtoinclauses(a),(b)or(c)abovebeing hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the BorrowermayhavehereunderorunderApplicableLaw,require,atitsexpense,anysuchAffectedLender toassign,atparplusaccruedinterestandfees,withoutrecourse,allofitsinterest,rights,andobligations hereunder(includingallofitsCommitmentsandtheLoansandparticipationinterestsinLettersofCredit andotheramountsatanytimeowingtoithereunder,andtheotherCreditDocuments(includingits(orits Affiliate’s)PermittedHedgingAgreements))toacommercialbankorotherfinancialinstitutionspecified by the Borrower; provided that (i)such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii)the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed,tosuchassignment,(iii)theAffectedLendershallhavereceivedallmonies(togetherwith,unless theAffectedLenderisindefaultinanymaterialrespectwithrespecttoitsobligationshereunder,amounts duetosuchAffectedLenderunderSection2.11hereofasiftheLoansowingtoitwereprepaidratherthan assigned) including the principal and accrued interest and fees owed to it hereunder and (iv)the assignment is entered into in accordance with the other requirements of Section12.19hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Section 2.14.Defaulting Lenders.

(a)    Adjustments.Notwithstanding anything to the contrary contained in this Agreement,ifanyLenderbecomesaDefaultingLender,then,untilsuchtimeasthatLenderisno longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)    The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth inSection 12.20.

(ii)    Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section9or otherwise), shall be applied at such time ortimesasmaybedeterminedbytheAdministrativeAgentasfollows:first,tothepayment of any amounts owing by that Defaulting Lender to the Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any LC Issuer hereunder; third, as the Borrower may request (so long as no Default or Event of Defaultexists),tothefundingofanyLoaninrespectofwhichthatDefaultingLenderhas failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest-bearing deposit account and released pro rata to satisfy the future obligations of that Defaulting Lender to fund Loans under this Agreement;fifth,tothepaymentofanyamountsowingtotheLendersortheLCIssuersas aresultofanyjudgmentofacourtofcompetentjurisdictionobtainedbyanyLenderorLC

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Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a courtofcompetentjurisdictionobtainedbytheBorroweragainstthatDefaultingLenderas a result of that Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction;providedthatif(A)suchpaymentisapaymentoftheprincipalamountofany LoansinrespectofwhichthatDefaultingLenderhasnotfullyfundeditsappropriateshare and (B)such Loans were made at a time when the conditions set forth in Section6were satisfiedorwaived,suchpaymentshallbeappliedsolelytopaytheLoansof,andowedto, allnon-DefaultingLendersonaproratabasispriortobeingappliedtothepaymentofany Loans of, or owed to, that Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments.Any payments, prepayments or other amounts paid or payable to aDefaultingLenderthatareapplied(orheld)topayamountsowedbyaDefaultingLender pursuant to this Section2.14(a)(ii)shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    (x)The Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section3.1(a)for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would havebeenrequiredtohavebeenpaidtothatDefaultingLender);(y)theDefaultingLender shallbeentitledtoreceiveLetterofCreditFeesforanyperiodduringwhichthatLenderis aDefaultingLenderonlytotheextentallocabletoitsapplicableProportionateShareofthe stated amount of Letters of Credit for which it has provided cash collateral; and (z)with respect to any commitment fee or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause(x)or (y)above, the Borrower shall (A)pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting LenderwithrespecttosuchDefaultingLender’sparticipationinObligationsthathasbeen reallocated to such non-Defaulting Lender below and (B)not be required to pay the remaining amount of any such fee.

(b)    DefaultingLCLenderCure.IftheBorrower,theAdministrativeAgentandtheLC IssueragreeinwritingintheirsolediscretionthataDefaultingLenderthatisanLCLendershould nolongerbedeemedtobeaDefaultingLender,theAdministrativeAgentwillsonotifytheparties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that LC Lender will, to the extent applicable, purchase that portion of outstanding LC Loans of the other LCLendersortakesuchotheractionsastheAdministrativeAgentmaydeterminetobenecessary tocausetheLCLoansandfundedandunfundedparticipationsinLettersofCredittobeheldona pro rata basis by the LC Lenders in accordance with their applicable Proportionate Shares, whereuponthatLCLenderwillceasetobeaDefaultingLender;providedthatnoadjustmentswill be made retroactively with respect to fees accrued or payments made by or on behalf of the BorrowerwhilethatLCLenderwasaDefaultingLender;andprovided,further,thatexcepttothe extentotherwiseexpresslyagreedbytheaffectedparties,nochangehereunderfromDefaulting

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LendertoLCLenderwillconstituteawaiverorreleaseofanyclaimofanypartyhereunderarising from that LC Lender’s having been a Defaulting Lender.

(c)    Defaulting Construction Lender Cure.If the Borrower, the Administrative Agent andtheConstructionLendersagreeinwritingintheirsolediscretionthataDefaultingLenderthat isaConstructionLendershouldnolongerbedeemedtobeaDefaultingLender,theAdministrative Agentwillsonotifythepartieshereto,whereuponasoftheeffectivedatespecifiedinsuchnotice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Construction Lender will, to the extent applicable, purchase that portion ofoutstandingConstructionLoansoftheotherConstructionLendersortakesuchotheractionsas the Administrative Agent may determine to be necessary to cause the Construction Loans to be held on a pro rata basis by the Construction Lenders in accordance with their applicable Proportionate Shares, whereupon that Construction Lender will cease to be a Defaulting Lender; provided that no adjustments willbe maderetroactively with respect to fees accrued orpayments made by or on behalf of the Borrower while that Construction Lender was a Defaulting Lender; and provided, further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Construction Lender’s having been a Defaulting Lender.

(d)    DefaultingBridgeLenderCure.IftheBorrower,theAdministrativeAgentandthe Bridge Lenders agree in writing in their sole discretion that a Defaulting Lender that is a Bridge Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notifythepartieshereto,whereuponasoftheeffectivedatespecifiedinsuchnoticeandsubjectto any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Bridge Lender will, to the extent applicable, purchase that portion of outstanding Bridge Loans of the other Bridge Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Bridge Loans to be held on a pro rata basis by the Bridge Lenders in accordance with their applicable Proportionate Shares, whereupon that Bridge Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactivelywithrespecttofeesaccruedorpaymentsmadebyoronbehalfoftheBorrowerwhile that Bridge Lender was a Defaulting Lender; and provided, further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender toLenderwillconstituteawaiverorreleaseofanyclaimofanypartyhereunderarisingfromthat Bridge Lender’s having been a Defaulting Lender.

(e)    DefaultingUpsizeBridgeLenderCure.IftheBorrower,theAdministrativeAgent and the Upsize Bridge Lenders agree in writing in their sole discretion that a Defaulting Lender that is an Upsize Bridge Lender should no longer be deemed to be a Defaulting Lender, the AdministrativeAgentwillsonotifythepartieshereto,whereuponasoftheeffectivedatespecified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Upsize Bridge Lender will, to the extent applicable, purchase that portion of outstanding Upsize Bridge Loans of the other Upsize Bridge Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Upsize Bridge Loans to be held on a pro rata basis by the Upsize Bridge Lenders in accordance withtheirapplicableProportionateShares,whereuponthatUpsizeBridgeLenderwillceasetobe

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aDefaultingLender;providedthatnoadjustmentswillbemaderetroactivelywithrespecttofees accrued or payments made by or on behalf of the Borrower while that Upsize Bridge Lender was aDefaultingLender;andprovided,furtherthatexcepttotheextentotherwiseexpresslyagreedby the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Upsize Bridge Lender’s having been a Defaulting Lender.

SECTION3.FEES.

Section 3.1.    Fees.

(a)    CommitmentFee.

(i)    On each Quarterly Date until the expiration of the Construction Loan AvailabilityPeriod(wherealloranyportionofsuchcalendarquarteroccursonorafterthe Financial Closing Date) and on the Construction Loan Maturity Date (and, if the ConstructionLoanCommitmentiscancelledinfullpriortosuchdate,onthedateofsuch cancellation), the Borrower shall pay to the Administrative Agent, for the benefit of each Lender, for its own account in accordance with such Lender’s Construction Loan Commitment,accruingfromtheFinancialClosingDateorthefirstdayofsuchquarter,as the case may be, Construction Loan commitment fees (the“Construction Loan Commitment Fees”), for such quarter (or portion thereof during the Construction Loan AvailabilityPeriod)thenendingequaltotheproductof(A)onehalfofonepercent(0.50%) times(B)thedailyaverageAvailableConstructionLoanCommitmentforsuchquarter(or portion thereof during the Construction Loan Availability Period), including the first day but excluding the last day thereof, times (C)a fraction, the numerator of which is the number of days in such quarter (or portion thereof during the Construction Loan Availability Period), including the first day but excluding the last day thereof, and the denominatorofwhichisthreehundredsixty(360);providedthat,iftheFinancialClosing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitmentfeesthatotherwisewouldbedueandpayableonsuchQuarterlyDateinstead shall be due and payable on the immediately following Quarterly Date.

(ii)    OneachQuarterlyDateuntiltheexpirationoftheBridgeLoanAvailability Period (where all or any portion of such calendar quarter occurs on or after the Financial ClosingDate)andontheBridgeLoanMaturityDate(and,iftheBridgeLoanCommitment iscancelledinfullpriortosuchdate,onthedateofsuchcancellation),theBorrowershall pay to the Administrative Agent, for the benefit of each Lender, for its own account in accordance with such Lender’s Bridge Loan Commitment, accruing from the Financial ClosingDateorthefirstdayofsuchquarter,asthecasemaybe,BridgeLoancommitment fees (the“Bridge Loan Commitment Fees”), for such quarter (or portion thereof during the Bridge Loan Availability Period) then ending equal to the product of (A)one half of one percent (0.50%) times (B)the daily average Available Bridge Loan Commitment for suchquarter(orportionthereofduringtheBridgeLoanAvailabilityPeriod),includingthe firstdaybutexcludingthelastdaythereof,times(C)afraction,thenumeratorofwhichis thenumberofdaysinsuchquarter(orportionthereofduringtheBridgeLoanAvailability

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Period), including the first day but excluding the last day thereof, and the denominator of which is three hundred sixty(360); provided that, if the Financial Closing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitment fees that otherwise would be due and payable on such Quarterly Date instead shall be due and payable on the immediately following Quarterly Date.

(iii)    On each Quarterly Date until the expiration of the Upsize Bridge Loan AvailabilityPeriod(wherealloranyportionofsuchcalendarquarteroccursonorafterthe Financial Closing Date) and on the Upsize Bridge Loan Maturity Date (and, if the Upsize Bridge Loan Commitment is cancelled in full prior to such date, on the date of such cancellation), the Borrower shall pay to the Administrative Agent, for the benefit of each Lender, for its own account in accordance with such Lender’s Upsize Bridge Loan Commitment,accruingfromtheFinancialClosingDateorthefirstdayofsuchquarter,as the case may be, Upsize Bridge Loan commitment fees (the“Upsize Bridge Loan Commitment Fees”), for such quarter (or portion thereof during the Upsize Bridge Loan AvailabilityPeriod)thenendingequaltotheproductof(A)onehalfofonepercent(0.50%) times (B)the daily average Available Upsize Bridge Loan Commitment for such quarter (orportionthereofduringtheUpsizeBridgeLoanAvailabilityPeriod),including the first day but excluding the last day thereof, times (C)a fraction, the numerator of which is the number of days in such quarter (or portion thereof during the Upsize Bridge Loan Availability Period), including the first day but excluding the last day thereof, and the denominatorofwhichisthreehundredsixty(360);providedthat,iftheFinancialClosing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitmentfeesthatotherwisewouldbedueandpayableonsuchQuarterlyDateinstead shall be due and payable on the immediately following Quarterly Date.

(iv)    On each Quarterly Date following the Financial Closing Date until the last dayoftheLCAvailabilityPeriod(wherealloranyportionofsuchcalendarquarteroccurs on or after the Financial Closing Date) and on the last day of the LC Availability Period (and, if the LC Commitment is cancelled in full prior to such date, on the date of such cancellation), the Borrower shall pay to Administrative Agent, for the benefit of the LC Issuer, for its own account in accordance with such LC Issuer’s pro rata share of the Available LC Commitment, accruing from the Financial Closing Date or the first day of suchquarter,asthecasemaybe,commitmentfees(the“LCCommitmentFees”)forsuch quarter(orportionthereof)thenendingequaltotheproductof(A)onehalfofonepercent (0.50%) times (B)the daily average Available LC Commitment of the LC Issuer for such quarter(orportionthereof),includingthefirstdaybutexcludingthelastdaythereof,times (C)a fraction, the numerator of which is the number of days in such quarter (or portion thereof),includingthe firstday butexcluding thelast daythereof,and thedenominatorof which is three hundred sixty(360); provided that, if the Financial Closing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitment fees that otherwise would be due and payable on such Quarterly Date instead shall be due and payable on the immediately following Quarterly Date.

(b)    TheBorrowershallpaytotheAdministrativeAgent,fortheaccountoftheLC Issuer,aletterofcreditfee(computed,notwithstandinganyprovisiontothecontraryinthis

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Agreement (including the use of the term “per annum”), on the basis of a year of three hundred sixty(360)daysandthe actualnumberofdayselapsed) foreachdayatarateper annumequalto (x)theApplicableMarginforSOFRLoanstimes(y)theaveragestatedamountofeachapplicable Letter of Credit issued by such LC Issuer and outstanding as of such day (the“Letter of Credit Fee”).Accrued Letter of Credit Fees shall be due and payable in arrears on each Quarterly Date andontheMaturityDate.Inaddition,theBorrowershallpaytotheLCIssuerforitsownaccount the applicable LC Issuer’s standard issuance, drawing, negotiation, amendment, assignment, and other administrative fees for each Letter of Credit as reasonably established by such LC Issuer from time to time.For the avoidance of doubt, with respect to any Letter of Credit, no Letter of Credit Fee will accrue to the extent that such Letter of Credit has been cash collateralized in accordance with the procedures set forth in Section9.2(h)or other credit support reasonably acceptabletotheAdministrativeAgentandanyapplicableLCIssuerhasbeenprovided.Letterof Credit Fees.

(c)    UpfrontFee.OntheFinancialClosingDate,theBorrowershallpaytoeachLender and the LC Issuer such upfront fees and other fees as may from time to time be agreed in writing betweenthe Borrower and such Lenderor such LCIssuer (includingpursuant to the Fee Letters).

SECTION4.PLACEANDAPPLICATIONOFPAYMENTS.

Section4.1.Place and Application of Payments.Except with respect to payments under the Permitted Hedging Agreements, all payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Credit Documents, shall be made by the Borrower to the Administrative Agent by no later than2:00p.m.(NewYorktime)ontheduedatethereofattheofficeoftheAdministrativeAgentspecified inSection12.15(orsuchotherlocationastheAdministrativeAgentmaydesignatetotheBorrower),for thebenefitoftheLender(s).Anypaymentsreceivedaftersuchtimeshallbedeemedtohavebeenreceived by the Administrative Agent on the next Business Day.All such payments shall be made in Same Day Funds at the place of payment, in each case without set-off or counterclaim.The Administrative Agent will promptly thereafter cause to be distributed such funds ratably to the Lenders to be applied in accordance with the terms of this Agreement.If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender, together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and endingon(butexcluding)thedatesuchLenderrepayssuchamounttotheAdministrativeAgent,atarate per annum equal to: (i)from the date the distribution was made to the date two(2) Business Days after paymentbysuchLenderisduehereunder,theFederalFundsRateforeachsuchdayand(ii)fromthedate two(2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.

Notwithstanding Sections 5.03 or 5.05 (as applicable) of the Security Agreement to the contrary, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the maturityoftheObligationsorterminationoftheCommitmentsasaresultofanEventofDefaultshallbe applied in accordance with Section 9.3.

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Section4.2.Pro Rata Treatment.Except to the extent otherwise provided herein: (i)each Borrowing shall be made from the relevant Lenders, each payment of a commitment fee under Section3in respect of Commitments shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section2.14shall be applied to the respective CommitmentsoftherelevantLenders,prorataaccordingtotheamountsoftheirrespectiveCommitments; (ii)each Borrowing shall be allocated pro rata among the relevant Lenders according to the amounts of theirrespectiveCommitments(inthecaseofthemakingofLoans)ortheirrespectiveLoansthataretobe includedinsuchBorrowing(inthecaseofconversionsandcontinuationsofLoans);(iii)eachpaymentor prepayment of principal of Loans and each payment of Hedging Termination Values by the Borrower shall be made for account of the relevant Lenders and the relevant Permitted Hedging Counterparties, respectively, pro rata in accordance with the respective unpaid principal amounts of the Loans held by such Lenders and the unpaid Hedging Termination Values then due and payable to such Permitted Hedging Counterparties; and (iv)each payment of interest on Loans and each payment of Hedging Settlement Values by the Borrower shall be made for account of the relevant Lenders and the relevant Permitted Hedging Counterparties, respectively, pro rata in accordance with the respective unpaid amounts of interest on the Loans held by such Lenders and the unpaid Hedging Settlement Values then due and payable to such Permitted Hedging Counterparties.

SECTION5.REPRESENTATIONSANDWARRANTIES.

The Borrower makes the following representations and warranties to the Administrative Agent, the Collateral Agent, the Lenders and the LC Issuing Banks as of the Financial Closing Date and as of the date of each other Credit Event (except that any representation or warranty in this Section5.which relates expressly to an earlier date, by direct reference or by reference to a document dated a certain date, shall be made only as of such date), all of which representations and warranties shall survive the Financial Closing Date and the making of the Borrowings:

Section 5.1.    Organization,Powers.

(a)    Each of the Project Group Members (as applicable) is duly organized and validly existing,hasallrequisitecorporate,limitedliabilitycompanyorpartnership(asapplicable)power and authority to carry on its business as now conducted.

(b)    Each of the ProjectGroup Members (as applicable) is qualified to do business in, andisingoodstandingin,everyjurisdictionwheresuchqualificationisrequiredexceptwherethe failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c)    Each of the ProjectGroup Members (as applicable) has the corporate, limited liability company or partnership (as applicable) power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d)    EachoftheLoanParties(asapplicable)hasthecorporate,limitedliabilitycompany orpartnership(asapplicable)powerandauthoritytoexecuteanddeliverthisAgreement,theother Credit Documents and the Operative Documents to which it is or is intended to be a party and to

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performtheprovisionshereofandthereofandcreatetheLiensintendedtobecreatedbythe Security Documents to which it is a party.

Section5.2.Authorization, Enforceability.Each of the Operative Documents required to be in place as of the relevant Credit Event to which any Loan Party is a party (a)has been duly authorized, executedanddeliveredbysuchLoanParty;and(b)whenexecutedanddeliveredbysuchLoanPartyand each of the other parties thereto will be the legal, valid and binding obligation of such Loan Party, enforceableagainstsuchLoanPartyinaccordancewithitsterms,exceptastheenforceabilitythereofmay be limited by (i)applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affectingtheenforcementofcreditors’rightsgenerallyand(ii)generalprinciplesofequity(regardlessof whether such enforceability is considered in a proceeding in equity or at law).

Section5.3.Disclosure.All written information (other than projections, budgets, reports, forecastsandotherforward-lookinginformationpreparedbythirdpartyconsultants(butincludingwritten information provided to such consultants by the Borrower) or information of a general economic nature) provided directly or indirectly by or on behalf of the Borrower to Administrative Agent, any Lender or theIndependentEngineerinconnectionwiththetransactionscontemplatedhereby,whentakenasawhole, whenprovided,wascompleteandcorrectinallmaterialrespectsanddidnotcontainanyuntruestatement of material fact or omit to state any material fact necessary to make the statements therein (taken as a whole)notmisleadinginlightofthecircumstancesunderwhichsuchstatementsweremade(givingeffect tosupplementsandupdatesthereto);providedthatwithrespecttoanyfinancialstatements,thepreceding representations and warranties made with respect thereto are subject to the limitations in Section5.4(a). There is no fact, to the Borrower’s Knowledge, that could reasonably be expected to have a Material AdverseEffectthathasnotbeensetforthhereinorinsuchwritteninformationprovidedbytheBorrower.

Section 5.4.    FinancialCondition;No MaterialAdverse Effect.

(a)    FinancialCondition.ThefinancialstatementsdeliveredpursuanttoSection7.8,if any,presentfairly,inallmaterialrespects,thefinancialpositionandresultsofoperationsandcash flows of the entities covered thereby as of the dates of such financial statements and for such periods in accordance with GAAP.

(b)    NoMaterialAdverseEffect.SincethedateofformationoftheBorrower,noevent or circumstance (including any Casualty Event or Event of Eminent Domain) has occurred that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Section5.5.No Conflicts.Except as set forth on Schedule5.5, the execution, delivery and performance by each Loan Party of this Agreement and the other Credit Documents to which such Loan Party is a party does not and, to the Knowledge of such Loan Party, will not (a)violate any Applicable Law or Governmental Approval in any material respect, (b)violate any provision of the Organizational Documents of such Loan Party, (c)violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Loan Party or such LoanParty’sassets,orgiverisetoarightthereundertorequireanymaterialpaymenttobemadebysuch Loan Party or (d)except for the Liens created pursuant to the Credit Documents, result in the creation or imposition of any Lien on any asset of such Loan Party.

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Section5.6.Applicable Laws.Each Project Group Member is in compliance in all material respects with all Applicable Laws applicable to such Project Group Member, each Project and, to the extentapplicabletosuchProjectGroupMemberorsuchProject,theSites.Exceptasotherwisehavebeen deliveredtoAdministrativeAgent,nowrittennoticeofmaterialviolationofanyApplicableLawrelating toanyProjectGroupMember,anyProjector,totheextentapplicabletoaProjectGroupMemberorany Project, any Site, has been issued or received by any Project Group Member or any of the Borrower’s Affiliates.

Section5.7.ExistingDefaults.NoProjectGroupMemberisinmaterialdefaultorinmaterial breachofanytermorprovisionapplicabletoitunderanymaterialOperativeDocumentoranyagreement relating to any obligations of any Project Group Member for or with respect to borrowed money and, to the Knowledge of the Borrower, no other party to any Operative Document is in material default or in materialbreachofanymaterialtermorprovisionapplicabletoitunderanymaterialOperativeDocument.

Section5.8.Environmental Matters; Equator Principles.No Project Group Member (i)is in material violation of any Environmental Law relating to the Projects or the Sites, (ii)issubject to any pending or, to the Knowledge of the Borrower, threatened material Environmental Claim (including any inquiries or requests for information) relating to the Projects or the Sites or (iii)has Released any HazardousMaterialsat,in,on,under,toorfromtheSites,anyMortgagedPropertythatcouldreasonably beexpectedtoresultinmaterialEnvironmentalLiabilityorrequireanyProjectGroupMembertoconduct materialremedialactionpursuanttoanyEnvironmentalLaw.NoneoftheSitesarelistedorproposedfor listing on the National Priorities List pursuant to CERCLA. The Sites and all construction and operation of the Projects are in material compliance with the Equator Principles.To the Borrower’s Knowledge, there is no event, condition or circumstance that could reasonably be expected to result in any material liability under any Environmental Law to, or any material Environmental Claim against, the Agents, the Lenders, or any Project Group Member.

Section5.9.Litigation.Except as set forth on Schedule5.9, there is (a)no action, suit or proceedingbyorbeforeanyarbitratororGovernmentalAuthoritynowpendingagainstanyProjectGroup Member or any Project or, to the Knowledge of the Borrower, threatened in writing against any Project Group Member or any Project, in each case (i)that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii)that seeks to invalidate any material Operative Document or the transactions contemplated by the Operative Documents, and (b)no Project Group Member is in material default with respect to any material applicable order, writ, injunction or decree of any Governmental Authority or arbitral tribunal.

Section5.10.Default.NoDefaultorEventofDefaulthasoccurredandiscontinuing.

Section 5.11.Taxes.

(a)    EachProjectEntityhasfiled,orcausedtobefiledonitsbehalf,allincomeandall material non-income Tax Returns required to be filed by it (after giving effect to any extensions that have been requested by, and granted to, such Project Entity by the applicable Governmental Authority).All such Tax Returns were true, complete, and correct in all material respects at the timeofsuchfiling.EachProjectEntityhaspaidorcausedtobepaidonitsbehalfallincomeand all material non-income Taxes due by it, including all Taxes shown as due on such Tax Returns

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(other than those Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP).

(b)    No material adjustments to the Tax liability of any Project Entity have been proposedinwriting(orarecurrentlypending)byanyGovernmentalAuthorityinconnectionwith any Tax Return of such Project Entity.

(c)    Each Project is designed to use, and upon being placed in service for U.S. federal income tax purposes will use, solar energy to generate electricity within the meaning of Section 48 of the Code.

(d)    NoProjectGroupMemberis(i)aDisqualifiedPersonor(ii)aTaxRelatedPerson.

(e)    There has never been (A) any grant applied for or provided by the United States, anystateoranypoliticalsubdivisionofastateforuseinconnectionwithaProjectorwithrespect to which the Borrower or a Project is the beneficiary, including a grant with respect to a Project (oranyoftheassets,property,orequipmentincludedintheProject)fromtheU.S.Departmentof Treasury under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, as amended, (B) any proceeds of any issue of state or local government obligations used to provide financing for a Project the interest of which is exempt from federal income tax under Section 103 of the Code or (C) prior to the Financial Closing Date, any tax credits pursuant to Sections 48 or 45 of the Code taken by the Borrower with respect to any Project, any property or equipmentincludedtherein.Noelectionhasbeenmadetoelecttoclaimtheproductiontaxcredit under Section 45 of the Code in lieu of the ITC with respect to any Project.

(f)    NotangiblepropertyofaProjectisleasedtoa“tax-exemptentity”orotherwiseis “tax-exempt”usepropertywithinthemeaningofSection168(h)oftheCode.Nopartoftheassets, property or equipment of the Project is (A) “imported property” within the meaning of Section 168(g)(1)(D) of the Code or as defined in Section 168(g)(6) of the Code, (B) “tax-exempt bond financedproperty”withinthemeaningofSection168(g)(1)(C)oftheCodeorasdefinedinSection 168(g)(5)oftheCode,or(C)“publicutilityproperty”withinthemeaningofSection168(i)(10)of the Code.

(g)    EachProjectislocated initsentirety intheUnited States.

(h)    Less than fivepercent (5%) of the fair market value of the property, materials and parts that comprise each Project, on the date such property is placed in service for U.S. federal incometaxpurposes,consistsofproperty,tools,materialsandpartsthatwerepreviouslyusedby anypersonotherthantheapplicableHoldcoortheapplicableProjectCompany(ortheapplicable EPC Contractor) (other than in connection with the construction, start-up, testing, and commissioning of such Project).

(i)    Each Projectis expected to be “placed in service” for U.S. federal income tax purposes no later than June 30, 2026.

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(j)    None of the Power Purchase Agreements are of an adverse type described in Section 45(e)(7) of the Code.

(k)    EachBeginning ofConstruction Certificateistrueand correctin allrespects.

(l)    EachoftheBluebirdProjectandPrairieProjectqualifiesforthe“increaseincredit rate for energy communities” described in Section 48(a)(14) of the Code.

(m)    The PrairieProject Energy Community Adder Certificate is true and correct in all respects.IftheBluebirdProjectqualifiedforthe“increaseincreditrateforenergycommunities” describedinSection48(a)(14)oftheCode,theBorrowershalldelivertheBluebirdProjectEnergy Community Adder Certificate and such certificate shall be true and correct in all respects.

(n)    EachProjecteither(i)isexemptfrom(byreasonofbeginningconstructionbefore January 29, 2023) or (ii) will be in compliance with the prevailing wage and apprenticeship requirementssetforthinSections48(a)(10)and48(a)(11)oftheCode,takingintoaccountforthis purposethecorrectionandpenaltyprovisionsdescribedinSections48(a)(10)and48(a)(11)ofthe Code.

Section 5.12.Permits.

(a)    TherearenoPermitsthatarerequiredtobeobtainedundercurrentApplicableLaw bytheProjectGroupMembersforthedevelopment,siting,construction,interconnection,testing, operation, ownership, sale of electricity and RECs, or maintenance of the Projects as currently designed that are Applicable Permits other than the Permits described in Schedule 5.12.

(b)    EachApplicablePermitlistedinPartIofSchedule5.12,(A)wasvalidlyissuedor made,isinfullforceandeffectandisissuedinthenameoftheapplicableProjectCompanyoris otherwiseforthebenefitoftheProjectownedbysuchProjectCompany,(B)isnotsubjecttoany unsatisfied condition applicable to the Project Company or Project owned by such Project Companythatiscurrentlyrequiredtobesatisfiedthathasnotbeensatisfiedinallmaterialrespects, (C)is not the subject of pending or, to the Borrower’s Knowledge, threatened proceedings (including administrative or judicial appeal, Permit renewals or modifications, suspensions or revocations) that could reasonably be expected to result in a Material Adverse Effect and (D)if thereisaspecifictimelimitfortheappealbyathirdpartyofsuchpermitunderspecificApplicable Law pursuant to which such Applicable Permit was issued, such third-party appeal period has expired(exceptassetforthonSchedule5.12).TheBorrowerreasonablybelievesthateachPermit listedinPartIIofSchedule5.12willbeobtainedbeforeitbecomesanApplicablePermit,andno PermitlistedinPartIIofSchedule5.12isthesubjectofpendingor,totheBorrower’sKnowledge, threatened proceedings that could reasonably be expected to result in a Material Adverse Effect. The Borrower has notified the Administrative Agent of each Applicable Permit not listed on Schedule5.12that, since the Financial Closing Date, due to a change in Applicable Law or otherwise,hasbecomeanApplicablePermit.NoProjectCompanyisinmaterialviolationofany Applicable Permit.

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Section 5.13.Intellectual Property.

(a)    No Loan Party has received notice that any material product, process, method, substance,part,serviceorothermaterialpresentlycontemplatedtobesoldbyoremployedbyany Loan Party infringes in any material respect any license, permit, franchise, authorization, patent, copyright,proprietarysoftware,servicemark,trademark,tradenameorotherrightownedbyany otherPersonthat,individuallyorintheaggregate,couldreasonablybeexpectedtohaveaMaterial Adverse Effect.

(b)    There is no violation by any Loan Party, or to the Borrower’s Knowledge, any pending or threatened claim or litigation by any Person contesting the right of any Loan Party, in each case, with respect to any license, permit, franchise, authorization, patent, copyright, proprietarysoftware,servicemark,trademark,tradenameorotherrightownedorusedbyaLoan Party that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c)    EachLoan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property necessary to carry on its business, and the use thereofbysuchLoanPartydoesnotinfringeupontherightsofanyotherPersonthat,individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section5.14.Insurance.InsurancecomplyingwithSection7.2isinfullforceandeffectandall premiums due thereon have been paid in full (or will be timely paid) and there is no premium due that is inarrears.Exceptwithrespecttopoliciesthathavebeenreplacedwithotherpoliciesincompliancewith thisAgreement,nonoticefromanyinsureroritsrepresentativeastoanycancellationorreductionorother change in coverage has been received.

Section5.15.Project Documents.

(a)    The real property described on Exhibit A of the American Beech Pro Forma provided at Financial Closing and the American Beech Title Policy provided pursuant to Error!Referencesourcenotfound.constitutestheentireSitefortheAmericanBeechProject.Thereal propertydescribedonExhibitAoftheBluebirdProFormaprovidedatFinancialClosingandthe Bluebird Title Policy provided pursuant to Error! Reference source not found.constitutes the entire Site for the Bluebird Project. The real property described on Exhibit A-2 of the pro forma PrairieTitlePolicy provided atFinancialClosing and thePrairieProForma provided pursuantto Error!Referencesourcenotfound.constitutestheentireSiteforthePrairieProject.Otherthan those services, materials, real property interests, Real Property Documents and other rights that canbereasonablyexpectedtobecommerciallyavailablewhenandasrequired,theservicestobe performed, the materials to be supplied and the Real Property (including all necessary easements and rights of way in respect to the construction, operation, interconnection and utilization of any necessary Project transmission lines), the Real Property Documents and other rights granted pursuant to the Project Documents(i) are sufficient to enable (x) each Project to be located, constructed and interconnected on the applicable Site and (y) each Project to be operated and maintained on the applicable Site, in each case in accordance with Prudent Industry Practices, all ApplicableLaws,theapplicableProjectDocuments,theapplicableProjectBudget,theapplicable

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Project Schedule, the Base Case Model and the applicable Annual Operating Budget and (ii) provide adequate ingress to and egress from each Project for the construction, operation and maintenance of such Project under the applicable Project Documents.

(b)    True, correct and complete copies of all Project Documents, as currently in effect, have been delivered to Administrative Agent by or on behalf of the Borrower.Except as previously disclosed in writing to Administrative Agent, none of the Operative Documents have expiredorbeenamended,modifiedorterminated,otherthaninaccordancewiththetermsofsuch OperativeDocumentandthetermsofthisAgreement,andeachsuchOperativeDocumentnotso terminatedorexpiredinaccordancewiththetermsofsuchOperativeDocumentandthetermsof this Agreement, is in full force and effect.

Section5.16.Compliance with Employee Benefit Plan.No ERISA Event with respect to any LoanPartyoranyERISAAffiliate,hasoccurredandiscontinuingorisreasonablyexpectedtooccur,that couldreasonablybeexpectedtoresultinapaymentobligationbyanyLoanParty.TotheKnowledgeof the Borrower, the present value of the aggregate benefit liabilities under each of the Plans (other than MultiemployerPlans),determinedasoftheendofsuchPlan’smostrecentlyendedplanyearonthebasis oftheactuarialassumptionsspecifiedforfundingpurposesinsuchPlan’smostrecentactuarialvaluation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by a material amount.The term “benefit liabilities” has the meaning specified in Section4001 of ERISA and the terms “current value” and “present value” have the meaning specified in Section3 of ERISA.

Section5.17. Business, Indebtedness, Contracts, Etc.No Project Group Member has conducted any business other than the business contemplated by the Operative Documents and activities incidental thereto or incurred outstanding Indebtedness or other liabilities other than pursuant to or allowedbytheOperativeDocuments,andnoProjectGroupMemberispartytoorboundbyanymaterial contract other than the Operative Documents and any contract entered into after the Financial Closing Date in compliance with this Agreement.

Section5.18.Margin Regulations.No part of the proceeds from the Loans hereunder will be used,directlyorindirectly,forthepurposeofbuyingorcarryinganymarginstockwithinthemeaningof RegulationUoftheFederalReserveBoard(oranysuccessor),orforthepurposeofbuyingorcarryingor tradinginanySecuritiesundersuchcircumstancesastoinvolvetheBorrowerinaviolationofRegulation X of the Federal Reserve Board (or any successor) or to involve any broker or dealer in a violation of Regulation T of the Federal Reserve Board (or any successor).Margin stock does not constitute any of thevalueoftheassetsoftheBorrowerandtheBorrowerdoesnothaveanypresentintentionthatmargin stockwillconstituteanyofthevalueofsuchassets.AsusedinthisSection5.18,theterms“marginstock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section5.19.ForeignAssetsControlRegulations, Etc.

(a)    None of the Borrower or any Project Group Member or any of the respective Subsidiaries of the Borrower and Project Group Members, or any of the respective directors, officers, agents or employees of the Borrower or any Project Group Member or any of the respectiveSubsidiariesoftheBorrowerandProjectGroupMembers,ortotheBorrower’s

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knowledge,anyoftheBorrower’sAffiliates,(i)isaSanctionedPersonor(ii)hasengaged,directly orindirectly,inanydealings,transactionsorinvestmentswith,involvingorforthebenefitofany Sanctioned Person or otherwise in violation of applicable Sanctions.

(b)    None of the Borrower or any Project Group Member or any of the respective Subsidiaries of the Borrower and Project Group Members, or any of the respective, or any of the respectivedirectors,officers,agentsoremployeesoftheBorroweroranyProjectGroupMember or any of the respective Subsidiaries of the Borrower and Project Group Members, or to the Borrower’s knowledge, any of the Borrower’s Affiliates, has (i) violated any applicable Anti-Corruption Laws or Anti-Money Laundering Laws or (ii) been the subject of any claim, action, proceeding or, to the Borrower’s Knowledge, investigation by any Governmental Authority for anysuspectedoractualviolation ofanyAnti-CorruptionLaws,Anti-MoneyLaunderingLawsor Sanctions.

(c)    TheBorrower,eachProjectGroupMemberandeachoftherespectiveSubsidiaries of the Borrower and the Project Group Members has instituted and maintains, or is subject to, policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(d)    TheBorrowerwillnotuse,directlyorindirectly,anyportionoftheproceedsofthe Loans, or lend, contribute or otherwise make available such proceeds to any Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of applicable Anti-Corruption Laws; (ii) in any other manner that would constitute a violation of applicable Anti-Corruption Laws or Anti-Money Laundering Laws; (iii) to fund any activities or business with, involving or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iv) otherwise in any manner that would constitute or give rise to a violation of Sanctions by any party hereto, including any Lender.

Section 5.20.Status.

(a)    Investment Company.The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(b)    Regulatory Status.Except for the Project Companies, no Loan Party is or will become (i)subject to regulation as a “public utility” as defined under Section201(e) of the FPA, or (ii)subject to, or not exempt from, regulation as an “electric utility company” or a “public-utility company” as such terms are defined in Section1262 of PUHCA.Each Project Company willhave(A)EWGstatusandbeexemptfromFERCregulationunderPUHCApursuantto18 C.F.R. § 366.7(e), and (B) MBR Authority in full force and effect on or prior to the date electric energy (including test energy) is first generated by the Project owned by such Project Company. Each Loan Party is either (i)not a “holding company” as such term is defined in Section1262(8) of PUHCA, or (ii)a “holding company” within the meaning of PUHCA that is exempt from the federalaccesstobooksandrecordsprovisionsofPUHCAandFERC’saccounting, record-retention, and reporting regulations pursuant to 18C.F.R.§366.3 or has a waiver of FERC’saccounting,record-retention,andreportingregulationspursuantto18C.F.R.§366.3.No

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LoanPartyisor,uponthecommencementofgeneration(includingtestpower)ofanyProject,will become subject to regulation by any State PUC with respect to the rates of electric utilities or publicutilitiesorthefinancialandorganizationalregulationofelectricutilitiesorpublicutilities. NopriornoticetoorauthorizationbyanyStatePUCisrequiredfortheexecutionanddeliveryof the Credit Documents or the performance of obligations thereunder.

Section5.21.Offices, Locations of Collateral.The chief executive office or principal place of business(assuchtermisusedinArticle9oftheUniformCommercialCode)ofeachLoanPartyislocated at c/o MN8 Energy LLC, 1155 Avenue of the Americas, 27thFloor, New York, New York 10036.The Mortgaged Property and all tangible Collateral is, or when installed pursuant to the Project Documents will be, located at or on the Sites (other than any equipment that has been installed and temporarily removed for any warranty work, repair or maintenance) or at the address set forth in Annex1 to the Security Agreement.

Section5.22.Bank Accounts.The Borrower is not the beneficiary of any bank account, including any “deposit account” with a “bank” (in each case within the meaning of Section 9-102 of the Uniform Commercial Code as in effect in the State of New York from time to time), other than any Borrower Accounts.

Section5.23.Solvency.The Borrower is and, upon the incurrence of any Obligations by the Borrower and after giving effect to the transactions contemplated hereby, will be Solvent.

Section5.24.TitleandLiens.

(a)    Subject(inthecaseoftheBluebirdProject)totheIRBDocuments,eachLoanParty has good title to all of its personal property comprising Collateral, and, as applicable, a valid and insurableleasehold,subleasehold,rightofway,easement,permit,licenseorfeeinterestineachof theapplicableSites,notsubjecttoanyLiensotherthanPermittedLiens.AllofthematerialReal PropertyDocumentsthatpertaintotheSitesarelistedonSchedule5.24hereof(or,followingthe FinancialClosingDate,haveotherwisebeendisclosedandprovidedtotheAdministrativeAgent).

(b)    To the Knowledge of the Borrower, there is no pending or threatened Event of Eminent Domain that would reasonably be expected to materially impair the use of the Sites by the Project Companies for the purposes contemplated by the Operative Documents.

(c)    Neither the Borrower nor any Project Company has been informed in writing by anyofthelandownersandeasementgrantorswithrespecttotheRealPropertyDocumentsthatthe BorroweroranyProjectCompanyisinmaterialbreachofitsobligationsunderthecorresponding Real Property Documents (other than any such breach that is not continuing).

Section5.25.ProjectBudgets;ProjectSchedules.TheProjectBudgets,theProjectSchedules andtheresultingBaseCaseModelare,totheBorrower’sKnowledge(and,withrespecttotheBaseCase Model, solely as of the Financial Closing Date), (a)based on reasonable assumptions as to all legal and factual matters material to the estimates set forth therein, and set forth a good faith estimate, believed by management of the Borrower to be reasonable at the time made and at the time so furnished, of the expectedfinancialperformanceoftheProjects;(b) areconsistentwiththeprovisionsoftheOperative

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Documents; and (c)except as previously approved by the applicable Lenders in accordance with this Agreement,provideagoodfaithestimatethattheestimatedProjectCostswillnotexceedfundsavailable to pay Project Costs.Except as previously approved by the applicable Lenders in accordance with this Agreement,totheBorrower’sKnowledge,therearenomaterialProjectCosts(includinganticipatedsales andusetaxes)thatarenotincludedintheProjectBudgets.EachProjectBudgetaccuratelyrepresentsin all material respects the Borrower’s estimated anticipated sales and use taxes taxable to the Borrower of the applicable Project Company for the construction of the applicable Project.

Section5.26.Collateral.ThesecurityinterestsintheCollateralgrantedtotheCollateralAgent pursuant to the Security Documents (a)as to personal property included in the Collateral constitute and, as to subsequently acquired personal property included in the Collateral, will constitute, the first priority security interest purported to be created under such Security Document (except for the Permitted Liens), and(b)are,and,withrespecttosuchsubsequentlyacquiredproperty,willbe,astoCollateralthatcanbe perfected by the proper filing of a UCC financing statement, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise subject only to Permitted Liens.All such action as is necessary has been taken (or contemporaneously with the execution hereof will be taken) to establish and perfect the Collateral Agent’s (for the benefit of the Secured Parties) rights in and to, and first priority Lien on, subject to Permitted Liens, the Collateral, including any recording, filing, registration, giving of notice, granting of control or other similar action.The Security Documents relating to the Collateral and the financing statements relating thereto have been or contemporaneously with the execution hereof will be dulyfiledorrecordedineachofficeandineachjurisdictionwhererequiredinordertocreate,perfectand maintainperfectedthefirstpriorityLien(subjecttoPermittedLiens)andsecurityinterestdescribedabove.

Section5.27.OwnershipofEquityInterests.

(a)    As of the Financial Closing Date, (i)the Sponsor indirectly owns one hundred percent (100%) of the membership interests in Devco Pledgor and Opco Pledgor; (ii)Devco Pledgor owns one hundred percent (100%) of the membership interests in the Devco Borrower; (iii)Opco Pledgor owns one hundred percent (100%) of the membership interests in the Opco Borrower,(iv)theDevcoBorrowerownsonehundredpercent(100%)ofthemembershipinterests in the Bluebird Project Company, the American Beech Project Company and Prairie Solar Holdings, (v) Prairie Solar Holdings owns one hundred percent (100%) of the membership interests in the Prairie Project Company, (vi) the Bluebird Project Company owns one hundred percent(100%)ofthemembershipinterestsinBluebirdSolarInvestmentsand(vii)theAmerican Beech Project Company owns thirty-three and one-third percent (33 1/3%) of the membership interests in JVCo.

(b)    The Equity Interests in the Borrower and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable.Except in connection with theTaxEquityDocumentsorTCStructureDocuments,asapplicable,thereisnoexistingoption, warrant, call, right, commitment or other agreement to which the Borrower, Prairie Holdings, the Project Companies, any Class B Member or any HoldCo is a party requiring, and, except in connectionwiththeTaxEquityDocumentsorTCStructureDocuments,asapplicable,thereisno membership interest in or other Equity Interests in the Borrower, Prairie Holdings, the Project Companies,anyClassBMemberoranyHoldCooutstandingwhichuponconversionorexchange

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would require, the issuance by the Borrower, Prairie Holdings, the Project Companies, any Class B Member or any HoldCo of any additional membership interests or other Equity Interests in the Borrower,PrairieHoldings,theProjectCompanies,anyClassBMemberoranyHoldCoorother securitiesconvertibleinto,exchangeablefororevidencingtherighttosubscribefororpurchasea membership interest or other Equity Interests in the Borrower, Prairie Holdings, the Project Companies, any Class B Member or any HoldCo.

(c)    ExceptasdescribedinthisSection5.27,asoftheFinancialClosingDate,noLoan Party is a general partner or a limited partner in any general or limited partnership or a joint venturerinanyjointventureoraholderofEquityInterestsinanycompanyormemberinalimited liability company or has any subsidiaries.

Section5.28.Completion.The Borrower reasonably believes that (a) Completion of each Project will occur on or before each Project’s respective Project Completion Date, (b)the aggregate amount of outstanding Project Costs required to be paid in order to achieve Completion for each Project are consistent with the Project Budgets and, in the aggregate, do not exceed the Available Construction Fundsand(c)eachProject,uponcompletioninaccordancewiththeConstructionContracts,willcomply in all material respects with the applicable Operative Documents and all Applicable Laws.To the Borrower’sKnowledge,allworkdoneontheProjectshasbeendoneinallmaterialrespects(i)inagood and workmanlike manner, (ii) in accordance with the applicable Construction Contracts, the applicable Interconnection Agreement and all Applicable Laws and (iii)in accordance with Prudent Industry Practices.

Section5.29.CollectiveBargainingAgreement;LaborDisputes;ActsofGod.None of the Loan Parties is a party to or bound by any collective bargaining agreement.Except as set forth on Schedule 5.29, neither the business nor the properties of any Loan Party (or, to the knowledge of Borrower, any Major Project Participant) is materially affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of Godor of the publicenemy, or other casualtyor force majeure event(whether or notcoveredbyinsurance),ineachcaserelatedtoanyProjectoritsobligationswithrespecttoeach Project.

Section5.30.FloodCompliance.NoneoftheCollateralincludesimprovedrealproperty that is or will be located in an area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under any Applicable Law relating to flood insurance (including the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, theNationalFloodInsuranceReformActof1994andtheBiggert-WatersFloodInsuranceActof 2012).

SECTION6.CONDITIONSPRECEDENT.

Section6.1.Conditions Precedent to the Financial Closing Date.The occurrence of the Financial Closing Date and the obligation of each Lender party hereto to make the initial Loans to be applied in accordance with the applicable Notice of Borrowing and otherwise enter into the transactions contemplatedbythis Agreementis subjectto theprioror concurrentsatisfaction ofeach ofthe following

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conditions and each of the other conditions (as applicable) set forth in this Section6(unless waived in writing by Administrative Agent and the Lenders); provided that the making of the initial Loans by the LendersshallactasaconfirmationofthesatisfactionofanyconditionprecedenttotheFinancialClosing Datethatshallbesatisfactory,reasonablysatisfactoryorreasonablyacceptable,orin(orsubstantiallyin) a form acceptable, to any of the Administrative Agent or the Lenders:

(a)    Certificates;Organizational Documents.

(i)    DeliverytotheAdministrativeAgentofanOfficer’sCertificate,datedasof the Financial Closing Date, certifying as to (A)the resolutions attached thereto and other limitedliabilitycompanyproceedingsrelatingtotheauthorization,executionanddelivery of each Operative Document to which each Loan Party is a party, (B)each Loan Party’s andtheSponsor’scertificateofformationandoperatingagreementasthenineffectand (C)acertificateofanotherresponsibleofficerastotheincumbencyandspecimensignature ofthenaturalpersonsauthorizedtoexecuteanddelivereachOperativeDocumenttowhich each Loan Party and the Sponsor is a party.

(ii)    Delivery to the Administrative Agent of a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of the Sponsor and each Loan Party as of the Financial Closing Date.

(b)    IndependentConsultantDeliverables.

(i)    Delivery to the Administrative Agent of a reliance letter of each IndependentEngineersubstantiallyintheformofExhibitF-1A,whichreliancelettershall certify and attach the applicable Independent Engineer’s Report, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;

(ii)    Delivery to the Administrative Agent of a certificate of the Insurance Consultant substantially in the form of ExhibitF-1C, which certificate shall certify and attach the reports prepared by the Insurance Consultant, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders; and

(iii)    Delivery to the Administrative Agent of the Merchant Curves, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(c)    Permit Schedule.Delivery to the Administrative Agent of Schedule5.12, the scheduleofApplicablePermitsrequiredunderApplicableLawtodevelop,construct,test,operate, ownormaintaintheProjects,informandsubstancereasonablysatisfactorytotheAdministrative Agent and the Lenders, together with copies of each Applicable Permit listed on Part I of Schedule 5.12, each of which has been obtained prior to the Financial Closing Date.

(d)    CreditDocuments.DeliverytotheAdministrativeAgentor,inthecaseof clause(viii)below,eachapplicablecounterparty,or,inthecaseofclauses(x)and(xi)below,the

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CollateralAgent,ofthefollowingdocuments,executedanddeliveredbythepartiesthereto,each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:

(i)    thisAgreement;

(ii)    theSecurity Agreement;

(iii)    thePledge Agreement(Devco) andthePledge Agreement (Opco);

(iv)    theSponsor Equity Contribution Agreement;

(v)    theAmerican Beech Mortgage;

(vi)    theBluebird Mortgage;

(vii)    thePrairie Mortgage;

(viii)    each of the Consents required to be executed as of the Financial Closing Date as set forth in Part I of Schedule 6.1(d);

(ix)    each FeeLetter;

(x)    original physical membership interest certificates representing all issued and outstanding membership interests in each Borrower, the American Beech Project Company,thePrairieProjectCompany,PrairieHoldings,BluebirdSolarInvestmentsand any other subsidiary of each Borrower and each Project Company; and

(xi)    such other documents, instruments and agreements as Collateral Agent (at the written direction of the Administrative Agent) or the Title Insurer may reasonably require with respect to any Loan Party to perfect and/or insure in favor of the Collateral AgentfirstpriorityLiens(subjecttoPermittedLiensthat,pursuanttoApplicableLaw,are entitledtoahigherprioritythantheLiensgrantedpursuanttotheSecurityDocuments)in all Collateral, including UCC financing statements.

(e)    ProjectDocuments.

(i)    Delivery to the Administrative Agent of true, correct and complete copies of each of the Original Project Documents, and any supplements or amendments thereto, all duly executed by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(ii)    All conditions precedent to the commencement of performance of each party under the Construction Contracts, the Interconnection Agreements and the Real PropertyDocumentshavebeenperformed,haveoccurredorhavebeensatisfiedorwaiver (or,simultaneouslywiththeFinancialClosingDate,willoccurorbesatisfiedorwaived).

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(iii)    The Administrative Agent shall have received evidence that each Project Companyhasissuedthefullnoticetoproceed(howeverdefined)under,andasdefinedin, each EPC Contract.

(f)    Borrower’s Closing Certificate.Delivery to the Administrative Agent of a certificate of an Authorized Officer of the Borrower or the applicable Loan Party certifying that the conditions precedent that require certification by an Authorized Officer of the Borrower or applicable Loan Party set forth in this Section 6.1have been met.

(g)    LegalOpinions.DeliverytotheAdministrativeAgentoffavorableopinionletters, dated as of the Financial Closing Date, in form and substance reasonably satisfactory to the Lenders, of:

(i)    Skadden, Arps, Slate, Meagher and Flom LLP, as special New York and Delaware counsel to the Loan Parties and the Sponsor;

(ii)    Sturgill, Turner, Barker and Moloney, PLLC, as special Kentucky counsel to the Loan Parties;

(iii)    FoxRothschildLLP,asspecialNorthCarolinacounseltotheLoanParties;

(iv)    Rock Creek Energy Group, LLP, as special federal energy regulatory counsel to the Loan Parties; and

(v)    Sturgill, Turner, Barker and Moloney, PLLC, as special federal, state and local permitting counsel to the Loan Parties in connection with the Bluebird Project.

(h)    Insurance.

(i)    TheAdministrativeAgentshallhavereceived(x)either(i)certifiedcopies of all policies evidencing insurance complying with the provisions of Section7.2or (ii)a binder or certificates signed by the insurer or a broker authorized to bind the insurer, in eithercaseinformandsubstancereasonablysatisfactorytotheAdministrativeAgentand the Lenders and naming the Collateral Agent and the other Secured Parties as additional insuredandtheCollateralAgentassolelosspayeeand(y)acertificatefromtheBorrower’s insurance broker stating that the insurance policies required under Section 7,2 are in full force and effect and that all premiums then due thereon have been paid and that, in the opinion of such Person, such insurance complies with Section 7.2.

(ii)    The Administrative Agent shall have received a copy of that certain (i) the Excess Buyer-Side Representations and Warranties Insurance Policy, Policy No. ET111-008-270, (ii) Frist Excess Buyer-Side Representations and Warranties Insurance Policy, PolicyNo.[***],(iii)Buyer-SideRepresentationsandWarrantiesInsurance, Policy No. 14362281 and (iv) Excess Buyer-Side Representations and Warranties Insurance Binder Agreement, Policy No. [***].

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(i)    Financial Statements.Delivery to Administrative Agent of (i) the audited annual financial statements of the Sponsor for the year ending December31,2023, and (ii) an unaudited pro forma balance sheet of each Borrower and each Project Company.

(j)    KYC.DeliverytoeachLenderatleastthree(3)BusinessDayspriortotheFinancial ClosingDate,informandsubstancereasonablysatisfactorytotheLenders,alldocumentationand other information required by bank regulatory authorities, including a properly completed and signed applicable IRS Form W-8, under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, which are applicable to the Lenders.

(k)    Base Case Model.Delivery to the Administrative Agent of the Base Case Model in form and substance reasonably satisfactory to the Administrative Agent and the Lenders (in consultation with the Independent Engineer) and substantially in the form of Exhibit J-1.

(l)    NoMaterialAdverseEffect.SincetheacquisitionoftheProjectCompaniesbythe Sponsor, no event, condition or circumstance shall have occurred and be continuing that would reasonably be expected to result in a Material Adverse Effect.

(m)    Payment of Fees.The Administrative Agent shall have been provided with evidencethat(i)subjecttoSection2.5(d),allamountsrequiredtobepaidtoordepositedwiththe Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or other Credit Documents have been so paid or deposited (or shall be paid or deposited concurrently with the occurrence of the Financial Closing Date), and (ii)to the extent reasonably requested,allTaxes,ifany(includingallfiling,recordation,subscriptionandallothersimilarfees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings), due and payable on or before the Financial Closing Date in connection with the execution, delivery, recording and filing of this Agreement or any other Operative Document, or any document or instrument contemplated thereby, or necessary for the consummation of the transactionscontemplatedbythisAgreementandtheotherOperativeDocuments,havebeenduly paid in full (or shall be paid concurrently with the occurrence of the Financial Closing Date).

(n)    Project Budget.Delivery to the Administrative Agent of project construction budgets for each Project (including contingencies and as amended or modified, the “Project Budgets”), which shall include the applicable Project Costs and be in form and substance reasonablysatisfactorytotheAdministrativeAgent,theLendersand,withrespecttosuchProject Costs, in consultation with the Independent Engineer, and attached hereto as Exhibit I-1.

(o)    Project Schedules.Delivery to the Administrative Agent of (i)detailed and good faith estimates of the construction schedules of the Projects (each, as amended or modified, a “Project Schedule”) indicating that each Project will (ii)achieve Work Substantial Completion in accordance with Prudent Industry Practices, Applicable Law and the relevant Project Documents by no later than with respect to each Project, such Project’s applicable Project CompletionDate,whichProjectSchedulesshallbeinformandsubstancereasonablysatisfactory to the Administrative Agent and the Lenders in consultation with the Independent Engineer and attached hereto as Exhibit I-2.

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(p)    [Reserved.]

(q)    Title Insurance and Survey.(a) With respect to the Bluebird Project, a pro forma version of the Bluebird Title Policy in form and substance reasonably acceptable to the Required Lenders(the“BluebirdProForma”)andadraftpre-constructionALTA/NSPSLandTitleSurvey depictingtheBluebirdSite,otherwiseinformandsubstancereasonablyacceptabletotheRequired Lenders (the “Bluebird Survey”); (b)with respect to the Prairie Project, a pro forma version of thePrairieTitlePolicyinformandsubstancereasonablyacceptabletotheRequiredLenders(the “PrairieProForma”)andadraftpre-constructionALTA/NSPSLandTitleSurveydepictingthe BluebirdSite,otherwiseinformandsubstancereasonablyacceptabletotheRequiredLenders(the “Prairie Survey”); and (c)with respect to the American Beech Project, a pro forma version of the American Beech Title Policy in form and substance reasonably acceptable to the Required Lenders (the “American Beech Pro Forma”) and a draft pre-construction ALTA/NSPS Land Title Survey depicting the Bluebird Site, otherwise in form and substance reasonably acceptable to the Required Lenders (the “American Beech Survey”).

(r)    RepresentationsandWarranties.TherepresentationsandwarrantiesofeachLoan Party in this Agreement and the other Credit Documents to which it is a party shall be true and correctinallmaterialrespectsasoftheFinancialClosingDate(or,ifstatedtohavebeenmadeon orasofanearlierdate,weretrueandcorrectinallmaterialrespectsonorasofsuchearlierdate); provided that, to the extent that any such representations and warranties are qualified by materiality,suchrepresentationsandwarrantiesaretrueandcorrectinallrespectsonandasofthe Financial Closing Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(s)    DueDiligence.TheLendersandtheIndependentEngineershallhavesatisfactorily concludedtheirlegal,financialandtechnicalduediligencereviewoftheLoanParties,theProjects, the Project Documents and the Permits.

(t)    Minimum Equity Commitment.The total Equity Contribution shall be equal to or greater than the Minimum Equity Commitment.

(u)    UCC Reports.Administrative Agent shall have received a Form UCC-11 report (orsimilarreport)datednoearlierthanten(10)BusinessDayspriortotheFinancialClosingDate for each jurisdiction in which the UCC-1 financing statements are to be filed in respect of the personalpropertyCollateral,theAmericanBeechMortgage,theBluebirdMortgageorthePrairie Mortgage, showing that, upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), the security interests created under the Security Documentswillbepriortoallotherfinancingstatements,fixturefilings,mortgages,deedsoftrust orothersecuritydocumentsofrecordinrespectoftheCollateral(subjectonlytoPermittedLiens that, pursuant to Applicable Law, are entitled to a higher priority than the Liens granted by the Security Documents).

(v)    Filing and Recordation of Security.All Liens contemplated by the Security DocumentstobecreatedandperfectedbyfilingorrecordinginfavorofCollateralAgentpursuant to the Security Documents shall have been perfected, recorded (or deemed recorded) and/or filed

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(orcustomaryarrangementsforsuchrecordationand/orfilingpromptlyaftertheFinancialClosing Date shall have been made) in the appropriate jurisdictions, shall be in full force and effect and shall constitute valid and enforceable first-priority Liens (subject to Permitted Liens). Administrative Agent shall have received evidence that the UCC financing statements to be filed asoftheFinancialClosingDatenecessarytoeffecttheforegoinghavebeendulyfiledandrecorded (or will be filed and recorded on or around the Financial Closing Date), as applicable, in respect of the Collateral under the Security Documents and otherwise as required under the Security Documents.

(w)    Flow of Funds Memorandum.Administrative Agent andCollateral Agent shall have received the Funds Flow Memorandum, in form and substance reasonably satisfactory to Administrative Agent and each Lender.The Administrative Agent is hereby authorized and directedtomakepaymentsandtransfersinaccordancewiththeFundsFlowMemorandumonthe Financial Closing Date.

(x)    Establishment of Accounts.The Borrower Accounts required to be opened as of the Financial Closing Date shall have been established.

(y)    RegulatoryStatusandFilings.AdministrativeAgentshallhavereceivedevidence that the Bluebird Project Company has self-certified with FERC as an EWG.

(z)    Flood Hazard Deliverables. Administrative Agent shall have received copies of anyrequiredFloodDocumentsforeachparcelwhichconstitutesaportionoftheSiteandonwhich an improvement is located.

(aa)Ownership Diagram. Administrative Agent shall have received an ownership diagram of Borrower that shows each level of ownership from the Project Companies up to the Sponsor as of the Financial Closing Date.

(bb)    IndependentEngineer’sDrawdownDeliverables.

(i)    The Independent Engineer applicable to the Bluebird Project shall have provided the Administrative Agent with a certificate of such Independent Engineer, in substantially the form of ExhibitF-2B(i)at least three(3) Business Days before the date oftherequestedBorrowingofaConstructionLoanorBridgeLoanthatisaSOFRLoanor (ii) at least one(1) Business Day before the date of the requested Borrowing of a Construction Loan or Bridge Loan that is a Base Rate Loan.

(ii)    The Independent Engineer applicable to the American Beech Project shall have provided the Administrative Agent with a certificate of such Independent Engineer, insubstantiallytheformofExhibitF-2B(i)atleastthree(3)BusinessDaysbeforethedate oftherequestedBorrowingofaConstructionLoanorBridgeLoanthatisaSOFRLoanor (ii)at least one(1) Business Day before the date of the requested Borrowing of a Construction Loan or Bridge Loan that is a Base Rate Loan.

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(iii)    The Independent Engineer applicable to the Prairie Project shall have provided the Administrative Agent with a certificate of such Independent Engineer, in substantially the form of ExhibitF-2B(i)at least three(3) Business Days before the date oftherequestedBorrowingofaConstructionLoanorBridgeLoanthatisaSOFRLoanor (ii)at least one(1) Business Day before the date of the requested Borrowing of a Construction Loan or Bridge Loan that is a Base Rate Loan.

(cc)Available Construction Funds.After taking into consideration the Borrowingbeing requested, the Available Construction Funds shall not be less than the aggregate unpaid amount of Project Costs estimated by the Borrower to cause Completion to occur with respect to eachoftheProjectsthathasnotyetachievedCompletion,inaccordancewithallApplicableLaws and the Project Documents, not later than such Project’s applicable Project Completion Date, as certified by the Independent Engineer with respect to each Project.

(dd)Microsoft Notice. The notice required to be delivered to the Power Purchaser pursuant to Section 2.5(a)(ii) of the American Beech Power Purchase Agreement shall have been delivered concurrently with the Financial Closing Date.

(ee)Interconnection Notices. Each notice of collateral assignment required to be delivered under any Interconnection Agreement shall have been delivered concurrently with the Financial Closing Date.

(ff)Beginning of Construction Certificates. Delivery to the Administrative Agent of each Beginning of Construction Certificate, dated as of the Financial Closing Date.

(gg)EnergyCommunityAdderCertificate.DeliverytotheAdministrativeAgentofthe Prairie Project Energy Community Adder Certificate, dated as of the Financial Closing Date.

Section6.2.Conditions Precedent to Each Construction Loan Borrowing, each Bridge Loan Borrowing and each Upsize Bridge Loan Borrowing.In addition to the conditions set forth in Section6.1(which are required to be satisfied solely in connection with the first Borrowing of ConstructionLoans,UpsizeBridgeLoansandBridgeLoans),theobligationoftheConstructionLenders, UpsizeBridgeLendersandtheBridgeLenderstoeffectorpermitanyBorrowingofConstructionLoans, UpsizeBridgeLoansandBridgeLoans,asapplicable(otherthanpursuanttoSection2.5(d)),issubjectto the prior satisfaction of each of the following applicable conditions (to the extent such conditions are Project specific, with respect to the Project(s) for which a Borrowing is requested) (unless waived in writing by the Administrative Agent with the consent of the Required Lenders):

(a)    NoticeofBorrowing;Borrower’sDrawdownCertificate.

(i)    The Borrower shall have delivered a Notice of Construction Loan Borrowingand/orNoticeofUpsizeBridgeLoanBorrowingand/orNoticeofBridgeLoan Borrowing to the Administrative Agent in accordance with the procedures specified in Section2.1(b), Section2.2(b)or Section2.3(b), as applicable, together with all attachments thereto in form and substance reasonably satisfactory to the Construction Lenders.

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(ii)    Not less than three (3) Business Days prior to the date of the requested Borrowing, the Borrower shall provide the Administrative Agent and the Independent Engineer with a certificate in substantially the form of Exhibit F-2A, signed by an AuthorizedOfficeroftheBorrower,withallapplicableattachments(the“BorrowingDate Certificate”);providedthat,withrespecttothefirstBorrowingofConstructionLoanson the Financial Closing Date, delivery shall be required on the Financial Closing Date.

(b)    IndependentEngineer’sDrawdownDeliverables.

(i)    Not less than three (3) Business Days prior to the date of the requested Borrowing, or such shorter time acceptable to the applicable Independent Engineer to comply with Section6.2(b)(ii), the applicable Independent Engineer shall have reviewed theBorrower’scertificatesandsupportinginvoicesrelatedtoProjectCostsinexcessof $500,000,orotherevidenceofpaymentandotherinformationreferredtointheBorrower’s Borrowing Date Certificate.

(ii)    The Independent Engineer shall have provided the Administrative Agent with a certificate of such Independent Engineer, in substantially the form of ExhibitF-2B(i)at least three(3) Business Days before the date of the requested Borrowing of a ConstructionLoan,UpsizeBridgeLoanorBridgeLoanthatisaSOFRLoanor(ii)atleast one(1) Business Day before the date of the requested Borrowing of a Construction Loan, Upsize Bridge Loan or Bridge Loan that is a Base Rate Loan.

(c)    Permit Schedule.Delivery to the Administrative Agent of Schedule5.12, as supplemented in accordance with the definition of “Applicable Permit”, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and delivery to the Administrative Agent on a monthly basis, at the time construction and operating reports are delivered, of any Permits issued in the prior thirty (30) days.

(d)    Available Construction Funds.After taking into consideration the Borrowing being requested, the Available Construction Funds shall not be less than the aggregate unpaid amount of Project Costs estimated by the Borrower to cause Completion to occur with respect to eachoftheProjects,inaccordancewithallApplicableLawsandtheProjectDocuments,notlater thaneachProject’sapplicableProjectCompletionDate,ascertifiedbytheIndependentEngineer.

(e)    Lien Waivers.(i)For each invoice for on-site construction work that creates a mechanics’ or materialmen’s lien under Applicable Law in respect of such Project(s) that is in excessoffivehundredthousandDollars($500,000),theAdministrativeAgentshallhavereceived a duly executed conditional waiver and release or a lien subordination instrument, in each case effectiveuponpayment,toreleaseorsubordinate,asapplicable,allmechanics’andmaterialmen’s liens in respect of the work covered by the applicable invoice, in a form enforceable under Applicable Law, and (ii)other than Permitted Liens, there has not been filed against, or served upon,theBorrowerortheProjectCompaniesanyLienoranynoticeoforapplicationforanyLien with respect to the Projects.

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(f)    RepresentationsandWarranties.TherepresentationsandwarrantiesofeachLoan Party in this Agreement and the other Credit Documents to which it is a party shall be true and correctinallmaterialrespectsasofthedateofsuchCreditEvent(or,ifstatedtohavebeenmade on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality,suchrepresentationsandwarrantiesaretrueandcorrectinallrespectsonandasofthe dateofsuchCreditEvent(or,ifstatedtohavebeenmadeonorasofanearlierdate,weretrueand correct in all respects on or as of such earlier date).

(g)    Default or Event of Default.No Default or Event of Default has occurred and is continuing or would reasonably be expected to result from such Credit Event.

(h)    Material Adverse Effect.No Material Adverse Effect has occurred and is continuing or would be expected to result from such Credit Event.

(i)    Minimum Equity Commitment.The total Equity Contribution shall be equal to or greater than the Minimum Equity Commitment.

(j)    Operative Documents.Each Operative Document required to be executed and deliveredonorpriortothedateofsuchBorrowingshallbeinfullforceandeffect,withoutmaterial changeoramendmentsincetheFinancialClosingDate,exceptaspermittedpursuantto Section 8.13, Section 8.18, or Section 12.20, as applicable.

(k)    Payment of Fees.All amounts then required to be paid by the Borrower to, or depositedbytheBorrowerwith,AdministrativeAgentoranyLenderundertheCreditDocuments, and all actual taxes and reasonable and documented out-of-pocket fees and costs then due and payable by the Borrower in connection with the execution, delivery, recordation and filing of the documents and instruments required to be filed as a condition precedent in this Section6.2in respectoftherequestedBorrowing,shallhavebeenpaidinfullorshallbepaidconcurrentlywith, including with the proceeds of, such Borrowing.

(l)    Title Policy Update. Other than with respect to the first Borrowing of Loans, (i) prior to any Permitted Disposition described in clause (k) of the definition thereof involving the Bluebird Project, within forty five (45) days prior to such Borrowing and (ii) from and after any suchPermittedDisposition,withinthirty(30)dayspriortosuchBorrowing,AdministrativeAgent shallhavereceivedevidencefromtheTitleInsurerthatanupdatedtitlesearchhasbeenconducted andnonewdocumentshavebeenrecordedintheofficialrecordsimpactingtheapplicableProject Site(s) that would constitute a Lien other than a Permitted Lien.

(m)    FinancialClosingDate.The FinancialClosingDate shallhave occurred.

(n)    CITL; Proposed CITL. The CITL/Proposed CITL Condition shall have been satisfied with respect to the applicable Project.

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Section6.3.Conditions Precedent to each LC Credit Event.The obligation of each LC Issuer to consummate any LC Credit Event is subject to delivery by the Borrower to the Administrative Agent of a certificate certifying the prior or concurrent satisfaction of each of the following:

(a)    RepresentationsandWarranties.TherepresentationsandwarrantiesofeachLoan Party in this Agreement and the other Credit Documents to which it is a party shall be true and correct in all material respects as of the date of such LC Credit Event (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlierdate);providedthat,totheextentthatanysuchrepresentationsandwarrantiesarequalified bymateriality,suchrepresentationsandwarrantiesaretrueandcorrectinallrespectsonandasof the dateof suchLC CreditEvent (or,if statedto havebeen madeon oras ofan earlierdate, were true and correct in all respects on or as of such earlier date).

(b)    NoDefaultorEventofDefault.NoDefaultorEventofDefaultshallhaveoccurred and be continuing or would occur as a result of such LC Credit Event.

(c)    Application.In respect of a request for the issuance or amendment of a Letter of Credit,theAdministrativeAgentshallhavereceivedarequestforsuchissuanceoramendment,as applicable.

Section6.4.No Approval of Work.The making of any Loan, or issuance of any Letter of Credit, hereunder shall not be deemed an approval or acceptance by the Administrative Agent or the Lenders of any work, labor, supplies, materials or equipment furnished or supplied with respect to any Project.

SECTION7.AFFIRMATIVECOVENANTS.

Borrower covenants and agrees that so long as this Agreement is in effect, unless the Required Lenders (or Administrative Agent with consent from the Required Lenders) waive compliance in writing, it will comply with each of the following covenants:

Section7.1.Compliance with Applicable Laws and Governmental Approvals.The Borrower shall, and shall cause each Project Group Member to, comply (i) in all material respects with ApplicableLaws(includingapplicableEnvironmentalLawsandERISA),(ii)inallmaterialrespectswith Material Governmental Approvals and (iii) withall applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.The Borrower shall, and shall cause each Project Group Member to procure, maintain and comply in all material respects, or cause to be procured, maintained and complied with in all material respects, all Applicable Permits required for the Projects or any part thereof.The BorrowershallprovidetheAdministrativeAgent(actingforitselfandonbehalfoftheLenders)withany information reasonably requested by the Administrative Agent regarding the Borrower or any Project GroupMemberasnecessaryfortheAdministrativeAgentandLenderstocomplywithallapplicableAnti-MoneyLaunderingLawsandSanctions.TheBorrowershall,andshallcauseeachProjectGroupMember to,continuetoimplementandmaintain,orremainsubjectto,policiesandproceduresdesignedtopromote and achieve compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

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Section7.2.Insurance.The Borrower shall maintain or cause to be maintained, without cost to the Collateral Agent or the Secured Parties, the type of insurance required pursuant to the Insurance Requirements attached hereto as Schedule7.2, in the amount and on the terms and conditions specified therein, with financially sound and reputable insurers.

Section 7.3.    Taxes.

(a)    The Borrower shall, and shall cause each Project Group Member to, pay and dischargeallmaterialTaxesowedbyitbeforesuchTaxesbecomedelinquent,exceptthosesubject to a Good-Faith Contest.Each Project Group Member shall file all income and all material non-incomeTaxReturnsrequiredtobefiledinanyjurisdiction.Borrowershallremaina“disregarded entity”,andshallcauseeachotherProjectGroupMembertoremaina“disregardedentity”(orwith respect to each HoldCo, a “disregarded entity” or a partnership), in each case, for U.S. federal income tax purposes.

(b)    TheBorrower(orifitisadisregardedentity,itsownerforU.S.federalincometax purposes)shall,andshallcauseeachotherProjectGroupMember(orifitisadisregardedentity, itsownerforU.S.federalincometaxpurposes)to,remainaU.S.Personnotsubjecttowithholding under Section 1445 and Section 1446 of the Code (other than any such withholding in respect of a Class A Member).

(c)    The Borrower shall ensure that (i) each Project will at all times be located in its entiretyintheUnitedStates;(ii)noassets,propertyorequipmentincludedinaProject(otherthan de minimis amounts) will have been used by any Person prior to being placed in service for U.S. federal income tax purposes as part of such Project (other than in connection with the start-up, testing and commissioning of such Project); and (iii) no portion of any Project will become “tax-exempt use property” within the meaning of Section 168(h) of the Code (other than as a result of any Tax Equity Investor’s ownership in the applicable Holdco).

(d)    In the event any HoldCo receives a notice of final partnership adjustment under Section 6231(a)(3) of the Code that would, with the passing of time, result in an “imputed underpayment” (as that term is used in Section 6225 of the Code) imposed on such HoldCo, Borrowershall,orshallcausesuchHoldCowithinthirty(30)daysafterthedateofsuchnotice,to

(x) timely elect pursuant to Section 6226 of the Code to make inapplicable to such HoldCo the requirementsinSection6225oftheCodetopaythe“imputedunderpayment”asthattermisused inthatsection,(y)complywithalloftherequirementsandproceduresrequiredinconnectionwith suchelection,and(z)provideevidenceofsuchelectiontoAdministrativeAgent;providedthatno such election shall be required, if, with respect to a HoldCo, (i) the Borrower confirms in writing that the member responsible for the associated underpayment has agreed to make a capital contributiontotheHoldCointhefullamountoftheimputedunderpaymentand(ii)theCollateral Agentissatisfiedwithsuchmember’scredit(takingintoaccountanycreditsupportofferedatthe time).

(e)    To the extent a Project is not “placed in service” for U.S. federal income tax purposes by December 31, 2025, and the Beginning of Construction Requirements are not otherwisesatisfied,theBorrowershallensure(orcauseeachapplicableHoldCotoensure)that

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such Project complies with the prevailing wage and apprenticeship requirements set forth in Sections 48(a)(10) and 48(a)(11) of the Code, including by making any correction and penalty paymentsdescribedinSections48(a)(10)and48(a)(11)oftheCode,ifapplicable;provided,that, for any Project not “placed in service” for U.S. federal income tax purposes by December 31, 2025, the Beginning of Construction Requirements will be deemed to not have been satisfied unless the Borrower delivers to the Administrative Agent and each of the Required Lenders by December31,2025,alegalopinionofnationallyrecognizedtaxcounselselectedbyBorrowerand reasonably acceptable to the Administrative Agent that the Beginning of Construction Requirements “should” be satisfied.

Section7.4.Maintenance of Existence.Except for Permitted TE/TC Reorganizations or as otherwisepermittedbySection8.4,eachProjectGroupMembershallpreserveandmaintaininfullforce and effect (a)its legal existence under the laws of the State of its formation or incorporation (as applicable),(b)allrights,privilegesandfranchisesnecessaryinthenormalconductofitsbusinessand (c)all rights, privileges and franchises necessary to be maintained and preserved by it for the ownership, development,construction,financing,operationandmaintenanceofanyProjectandperformandobserve allofitsrespectivematerialcovenantsandobligationscontainedineachOperativeDocumenttowhichit is a party.

Section7.5.Use of Proceeds and Project RevenuesThe proceeds of the Construction Loans shall be used solely to pay Project Costs (including any budgeted contingencies) and the Closing Date DistributionPayment,andtheproceedsoftheBridgeLoansandUpsizeBridgeLoansshallbeusedsolely to pay Project Costs (including any budgeted contingencies) and the Closing Date Distribution Payment. TheproceedsofanyLCLoanshallbeusedsolelytopayReimbursementObligationsinrespectofLetters ofCreditasprovidedinSection2.4(c).LettersofCreditshallbeissuedsolelytosatisfyaProjectGroup Member’s credit support obligations in connection with any of the Projects.

Section7.6.BooksandRecords; Inspection.

(a)    Each Project Group Member shall maintain separate books of record and account inconformitywith,inallmaterialrespects,GAAP.EachProjectGroupMembershallkeepbooks, records and accounts which, in reasonable detail, accurately reflect, in all material respects, all transactionsanddispositionsofassets.NoProjectGroupMembershallcommingleitsfundswith those of any other Affiliate who is not a Project Group Member.Each Project Group Member shall cause the liabilities of such Project Group Member to be readily distinguishable from the liabilities of each other Project Group Member and any other Affiliate of any Project Group Member.Each Project Group Member shall conduct its business solely in its own name in a manner not misleading to other Persons as to its identity and shall correct any known misunderstandingregardingitsseparateidentity.EachProjectGroupMembershallobtainproper authorization from members, directors and managers if and to the extent required by its limited liability company agreement for all of its limited liability company actions.Each Project Group Member shall comply in all material respects with any separateness provisions set forth in its OrganizationalDocuments.Notwithstandingtheforegoing,deminimisbreachesofthis Section7.6(a)that (a)are not in the aggregate, misleading as to the identity of a Project Group Member,(b)donotcallintoquestiontheseparatenessasalegalentityofaProjectGroupMember

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from its affiliated entities, and (c)otherwise do not undermine the purpose intended to be served by the requirements of this Section 7.6(a), shall not be deemed a breach of this Section 7.6(a).

(b)    TheProjectGroupMembersshall,uponreasonablepriornotice,permitandarrange fortheLendersandanyagentsorrepresentativesoftheLenders,astheLendersmaydesireduring normalbusinesshoursandsubjecttothetermsandconditionssetforthinSection12.33,to: (i)conduct reasonable inspections and examinations of any properties and the books and records of the Project Group Members and, during any period in which a Default or Event of Default has occurred and is continuing, make copies of such books and records; and (ii)discuss the affairs, finances and accounts of the Project Group Members with the principal officers of the Project GroupMembers(whichofficerstheProjectGroupMembersshallmakereasonablyavailable)and theirrespectiveauditors;providedthatsolongasnoDefaultorEventofDefaulthasoccurredand iscontinuing,thereshallbenomorethanone(1)inspectionofeachSiteinanycalendaryearand one(1)inspectionoftheofficesoftheProjectGroupMembers(collectively)inanycalendaryear at the Borrower’s expense; provided, further, that any inspection conducted after the occurrence and during the continuance of a Default or Event of Default shall be at the Borrower’s expense.

(c)    TheIndependentEngineershallhavetherighttovisitandinspecttheProjectsfrom timetotime.Fortheavoidanceofdoubt,theIndependentEngineershallhavetherighttowitness from time to time the construction, installation, testing, start-up, commissioning and operation of any Project.

Section 7.7.    PreservationofRights;FurtherAssurances.

(a)    The Borrower shall diligently preserve, protect, enforce, pursue and defend, and cause each Project Group Member to preserve, protect, enforce, pursue and defend, its respective material rights under each and every Project Document and, prior to the applicable SC Funding DateorfinalPaymentDate,anythen-effectiveTaxEquityDocument,TCStructureDocumentor Tax Credit Transfer Document, including, if appropriate in the reasonable business judgment of such Project Group Member, prosecution of suits to enforce any right of such Project Group Memberthereunderandenforcementofanyclaimswithrespectthereto,ineachcasetotheextent deemed commercially reasonable by the Borrower.

(b)    The Borrower shall, at its own cost and expense, cause to be taken, executed, acknowledgedanddeliveredallsuchfurtheracts,documents,informationandassurancesasmay be necessary in order to carry out the intent and purposes of this Agreement, the other Operative Documents and the transactions contemplated hereby and thereby, including such information as maybereasonablyrequestedbyanyLenderfromtimetotime.TheBorrowershalltake,orcause to be taken, all action required to maintain and preserve the Liens created by the Security Documents and the priority and perfection of such Liens.Further, the Borrower shall take, or cause to be taken, all action required to maintain (i) the applicable Project Company’s interest in theSitespursuanttotheRealPropertyDocuments,subjectonlytoPermittedLiens,and(ii)good andvalidtitleto,orleaseholdoreasementinterestsin,allofitsothermaterialpropertiesandassets, subject to Permitted Liens and dispositions not prohibited hereby.The Borrower shall from time to time execute or cause to be executed any and all further instruments (including financing statements,continuationstatementsandsimilarstatementswithrespecttoanySecurityDocument)

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reasonablyrequestedbytheCollateralAgent(atthewrittendirectionoftheAdministrativeAgent) for such purposes.

(c)    If at any time prior to the date a Project Company is released from its obligations under the Security Agreement pursuant to Section 2.10(b) thereof, such Project Company shall acquire any material fee, leasehold, easement or other interest in real property other than the applicableSitethatistobeutilizedinconnectionwiththeapplicableProject,promptlyfollowing suchacquisition,theBorrowershallcausetheapplicableProjectCompanytoexecute,deliverand record an amendment to the applicable Mortgage, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, subjecting such fee, leasehold, easement or other interest in real property to the Lien and security interest created by such Mortgage.

(d)    IntheeventthattheBorrowerdirectlyorindirectlyformsoracquiresanyHoldCo, Class B Member or other Subsidiary, the Borrower shall promptly cause such HoldCo, Class B Memberor other Subsidiary to become aguarantor andgrantor underthe Security Agreementby executing and delivering a joinder to the Security Agreement in substantially the form attached thereto and in accordance with the terms thereof.

Section 7.8.    FinancialStatements;ReportingRequirements.TheBorrowershall:

(a)    deliver (or cause to be delivered) to the Administrative Agent within ninety (90) days after the end of each applicable fiscal year (commencing with fiscal year 2024), the audited consolidated balance sheet and related statements of operations, stockholders’ (or members’ or partners’)equityandcashflowsofeachBorrowerasoftheendofandforsuchfiscalyear,setting forth in comparative form the figures for the previous fiscal year (to the extent such figures from thepreviousfiscalyearweredeliveredunderthisSection7.8(a)),allreportedonbyanindependent publicaccountantofrecognizednationalstanding(withouta“goingconcern”orlikequalification orexceptionandwithoutanyqualificationorexceptionastothescopeoftheauditonwhichsuch opinionisbased,otherthananyexceptionwithrespectto,orresultingfrom,anupcomingmaturity date of Indebtedness that is scheduled to occur within one(1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations, stockholders’ (or members’ or partners’) equity and cash flows of such Borrower in accordance with GAAP;

(b)    deliver(orcausetobedelivered)totheAdministrativeAgentwithinforty-five(45) days after the end of each of the first three(3) fiscal quarters of each applicable fiscal year (commencingwiththefirstfullfiscalquarterfollowingtheFinancialClosingDate),theunaudited consolidated balance sheet and related statements of operations, stockholders’ (or members’ or partners’)equityandcashflowsofeachBorrowerforsuchfiscalquarterinaccordancewithGAAP settingforthincomparativeformthefiguresfor(or,inthecaseofthebalancesheet,asoftheend of)thecorrespondingperiodorperiodsofthepreviousfiscalyear(totheextentsuchfiguresfrom the previous fiscal year were delivered under this Section7.8(b)), all certified by an Authorized Officer of such Borrower as presenting fairly in all material respects the financial position and results of operations, stockholders’ (or members’ or partners’) equity and cash flows of the BorrowerinaccordancewithGAAP,subjecttonormalyear-endauditadjustmentsandtheabsence of footnotes;

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(c)    deliver (or cause to be delivered) to the Administrative Agent, concurrently with any delivery of any financial statements under clause(a)or (b)of this Section7.8, a certificate executedbyanAuthorizedOfficeroftheBorrower(i)certifyingastowhetheraDefaultorEvent ofDefaulthasoccurredthatiscontinuingand,ifaDefaultorEventofDefaulthasoccurredandis continuing,specifyingthedetailsthereofandanyactiontakenorproposedtobetakenwithrespect thereto and (ii)stating whether any change in GAAP or in the application thereof has occurred sincethedateofthemostrecentlydeliveredauditedfinancialstatementswhichresultsinachange to the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d)    during the period commencing on the Financial Closing Date and ending on the dateCompletionofeachProjectoccurs,delivertotheAdministrativeAgentwithinthirty(30)days aftertheendofeachmonth,areportforeachProjectinsubstantiallytheformrequiredbytheEPC ContractforsuchProject(asrevisedorsupplementedtoincludetheitemsinclauses(ii)and(iii)), describing in reasonable detail (i) the progress of the construction of such Project since the last priorreporthereunder,(ii)theactualconstructiontimelinecomparedtotheconstructionschedule and any causes of delays, (iii) Project Costs spent in comparison to the budget and any causes of overruns, together with copies of all Applicable Permits, and any material amendments, supplements or other modifications to any Applicable Permit previously delivered, received by any Project Group Member since the such prior construction report; and

(e)    during the period commencing on the date Completion of each Project occurs, deliver to theAdministrativeAgent within thirty(30) daysafter theend of each calendarquarter, areportforeachProjectinformandsubstancereasonablyacceptabletotheAdministrativeAgent, describing in reasonable detail the operation of such Project since the last report delivered hereunder, together with copies of all newly obtained Applicable Permits, and any material amendments, supplements or other modifications to any Applicable Permit previously delivered, receivedbyanyProjectGroupMembersincethelastpriorconstructionreportoroperatingreport delivered hereunder.

Section7.9.NoticesofMaterialEvents.TheBorrowerwillfurnish(orcausedtobefurnished) to the Administrative Agent written notice, which shall be accompanied by a statement of an Authorized OfficeroftheBorrowersettingforththedetailsoftheeventordevelopmentrequiringsuchnoticeandany actiontakenorproposedtobetakenwithrespectthereto(ifany),ofthefollowingwithinfive(5)Business Days after the Borrower obtains Knowledge thereof (or such other time period set forth below):

(a)    the occurrence of any event or condition which constitutes (i)a Default or (ii)an Event of Default;

(b)    anymaterialfilingorcommencementofanyaction,suitorproceedingbyorbefore any arbitrator or Governmental Authority against the Borrower or any Project Group Member;

(c)    any material actual or threatened (in writing) Environmental Claim by any Person against,orwithrespecttotheactivitiesof,theBorrower,anyProjectGroupMemberoranyProject and any material violation or alleged violation of or material non-compliance with any Environmental Laws or any Governmental Approvals;

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(d)    theoccurrenceof,ortheexecutionofanyagreementprovidingfor,anyChangein ControlortransferofdirectownershipinterestintheBorrower(otherthanpursuanttoaTaxEquity Arrangement);

(e)    theexistenceofanymaterialERISAEvent;

(f)    the occurrence of any other development that has resulted in, or the Borrower believes in good faith would result in, a Material Adverse Effect;

(g)    any dispute, litigation, action or proceeding pending or, to the Knowledge of the Borrower, threatened in writing against any Project Group Member (including by any Governmental Authority) and (i) involving claims against any Project Group Member or in connectionwithanyProject(x)inexcessofonemillionDollars($1,000,000)individuallyortwo million Dollars ($2,000,000) in the aggregate outstanding in any fiscal year or (y) otherwise seekingtomateriallyimpair,restrain,prohibit,suspendorinvalidateanyoftheProjectDocuments, any of the Credit Documents or any of the Applicable Permits or (ii) involving any material injunctive,specificperformanceorotherequitablerelieforanyadmissionofanyviolationoflaw, in each case, that, if obtained, would result in any curtailment, forced outage or impairing deliveriesofelectricalproductionfromanyProjectthatwouldreasonablybeexpectedtolastmore than forty-eight (48) consecutive hours, such notice to include copies of all papers filed in such litigation, action or proceeding and to be given monthly if any such papers have been filed since the last notice given;

(h)    any Casualty Event, Event of Eminent Domain or other event in which losses or damages in connection with any Project exceed one million Dollars ($1,000,000) for any one event;

(i)    any written notice of cancellation or material change in the terms, coverages or amounts of any insurance described in Section 7.2;

(j)    anytermination,noticeofeventofdefault,noticeofforcemajeureorothermaterial notice given or received by any Project Group Member under any Project Document;

(k)    a copy of (i) the executed “Substantial Completion Certificate” for each Project under and as defined in the applicable EPC Contract and (ii) a copy of the notice of the actual Commercial Operation Date for each Project (as defined in the applicable Power Purchase Agreement);

(l)    anywrittennoticeorlegalprocessgiventoanyProjectGroupMember(butnotthe public) from FERC, any State PUC, NERC or under the Interconnection Agreements that could reasonably be expected to materially and adversely affect any Project Company’s EWG status or MBR Authority, or materially and adversely affect the ability of the applicable Project Company to sell electricity from its Project;

(m)    prior to Completion of a Project, any amendment, modification, waiver or change order to any Project Document;

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(n)    prior to the Completion of a Project, any event or circumstance that could reasonably be expected to result in Completion of such Project occurring after such Project’s respective Project Completion Date;

(o)    after Completion of a Project, the occurrence of any event or circumstance that couldreasonablybeexpectedtocausesuchProject’sOperatingCostsinanyfiscalyeartoexceed, by more than ten percent (10%) the Operating Costs (excluding taxes and the costs of required insurance)forsuchProjectsetforthintheprioryear’sAnnualOperatingBudgetforsuchProject, or with respect to the first full year following Substantial Completion, by more than ten percent (10%) the Operating Costs (excluding taxes and the costs of required insurance) for such Project projected for such year in the Base Case Model; and

(p)    promptly following (i) a Tax Equity Closing Date, copies of the executed Tax Equity Documents, applicable Interparty Agreement and applicable Funding Date Guaranty, if any,(ii)aTCStructureEffectiveDate,copiesoftheexecutedTCStructureDocuments,applicable InterpartyAgreementandapplicableFundingDateGuaranty,ifanyand(ii)aTaxCreditTransfer Effective Date, copies of executed Tax Credit Transfer Documents.

Section 7.10.DeliveryofCertainDocuments.    TheBorrowerwillfurnish(orcausetobe furnished) to the Administrative Agent the following within the applicable time period set forth below:

(a)    promptly, but in no event later than thirty(30) days, after the receipt or delivery thereof by any Project Group Member, copies of (i) Additional Project Documents required and obtainedorenteredintoaftertheFinancialClosingDate;(ii)anyamendment,supplementorother modification to, or waiver of, any Project Document; (iii)all material notices relating to any Project received by any Project Group Member from any Governmental Authority; and (iv) any recentlyissuedPermits,tobedeliveredatthetimeconstructionandoperatingreportsaredelivered. For the avoidance of doubt, this paragraph(a)does not require the Borrower to deliver (or cause to be delivered) amendments, supplements or modifications to Permits that are not Applicable Permits(whetherornotlistedonSchedule5.12tothisAgreement),communicationstoorfroma Governmental Authority, materials submitted to a Governmental Authority to comply with an ApplicablePermit,communicationswithGovernmentalAuthoritiesforthepurposeofconfirming compliance,orothersimilarcorrespondencewithaGovernmentalAuthoritytotheextentthatsuch communications, submissions or correspondence are not an amendment, modification or waiver of the requirements of an Applicable Permit; provided that, if reasonably requested by Lenders, the Borrower shall provide (or cause to be provided) such information within thirty (30) days of receipt of Lenders’ request;

(b)    use commercially reasonable efforts to cause each counterparty to an Additional ProjectDocument(otherthanIRBDocuments)enteredintobytheBorrowertoexecuteanddeliver to Administrative Agent a Consent in respect of such Additional Project Document;

(c)    promptly,butinnoeventlaterthanfive(5)BusinessDays,afterreceiptofawritten requestfromanyLender,copiesofanyreportprovidedbyaProjectGroupMemberinsatisfaction of a condition precedent to a Tax Equity Closing Date, a capital contribution by any Tax Equity

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InvestorunderanyTaxEquityDocumentsorasrequiredtobedeliveredunderTCStructure Documents or Tax Credit Transfer Documents; and

(d)    concurrently with or promptly following the execution of each HoldCo LLCA, OpcoBorrowershalldelivertoCollateralAgentoriginalphysicalmembershipcertificatesorother instrumentsevidencing(i)theOpcoBorrower’sownershipofonehundredpercent(100%)ofthe ownership interests in the applicable Class B Member and (ii) the applicable Class B Member’s ownership of one hundred percent (100%) of the applicable ClassB Membership Interests (as defined in the applicable HoldCo LLCA) in the applicable HoldCo, in form and substance reasonably acceptable to the Lenders and accompanied by duly executed instruments of transfer or assignment and irrevocable proxies with respect to such membership interests; and Collateral Agent shall have returned to the Devco Borrower or destroyed (at the Devco Borrower’s sole discretion) the original physical membership certificates, together with the duly executed instruments of transfer or assignment and irrevocable proxies, with respect to the Devco Borrower’s one hundred percent (100%) of the ownership interests in the applicable Project Company.

Section7.11.Electronic Delivery.Financial statements, opinions of independent certified publicaccountants,notices,documents,agreements,otherinformationandOfficer’sCertificatesthatare requiredtobedeliveredbytheBorrowerpursuanttoSection7.8,Section7.9,Section7.10andSection8.7shallbedeemedtohavebeendeliveredifthedocumentsrequiredtobedeliveredare:(a)deliveredtothe Administrative Agent by e-mail; (b)timely posted by or on behalf of the Borrower on a SharePoint, IntralinksorDebtdomain(orequivalent)website;or(c)madeavailableonitshomepageontheinternet; provided, however, that upon request of the Administrative Agent to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Borrower will promptly deliver such paper copies or deliver them by e-mail, as the case may be, to the Administrative Agent.

Section7.12.Beneficial Ownership Certification.The Borrower shall furnish to any Lender, promptly upon the request of such Lender or the Administrative Agent on such Lender’s behalf, (a)an updated Beneficial Ownership Certification with respect to itself or any Loan Party or (b)to the extent applicable,acertificationthattherehasbeennochangeinfactswhichwouldrenderapreviouslydelivered Beneficial Ownership Certification to be untrue, incomplete or misleading.

Section7.13.Regulatory Status.The Borrower shall cause each Project Company to take or cause to be taken all necessary actions and make all necessary filings so that such Project Company (a) obtains EWG status on or prior to the date electric energy (including test energy) is first generated by its respectiveProjectandmaintainsitsstatusasanEWGthereafter(totheextentconsistentwithApplicable Law); provided, however, that the Project Companies may obtain an exemption from regulation under PUHCA equivalent to that provided by EWG status and provide an opinion of counsel reasonably satisfactorytoAdministrativeAgentandtheRequiredLendersthatEWGstatusisnolongerrequired,and (b)obtainsMBRAuthorityonorpriortothedateelectricenergy(includingtestenergy)isfirstgenerated by its respective Project and maintains its MBR Authority in full force and effect thereafter.

Section7.14.OperationofProject.TheBorrowershallcauseeachProjectCompanytooperate and maintain the Project owned by such Project Company, or cause such Project to be operated and maintained,inallmaterialrespectsinaccordancewithPrudentIndustryPractices,theapplicableAnnual

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OperatingBudget,allApplicableLawsandapplicablerequirementsoftheapplicableOperative Documents.

Section7.15.Construction of Project; Completion.The Borrower shall make or cause to be made all contracts and do or cause to be done all things necessary for each Project to be constructed, expanded, improved and equipped and to achieve Completion on or before each Project’s respective Project Completion Date, in accordance with Prudent Industry Practices, the applicable Operative Documents, the applicable Project Budget and the applicable Project Schedule.

Section 7.16.Special Proceeds.

(a)    UntileachProject’sHoldCoEffectiveDate,ifanyProjectGroupMemberreceives any amount of Loss Proceeds, the Net Cash Proceeds thereof shall be deposited in the Loss Proceeds Account in accordance with the Depositary Agreement. From and after each Project’s HoldCo Effective Date, if any ProjectGroupMember receives anyamount ofLoss Proceeds, the Net Cash Proceeds thereof shall be deposited in the Revenue Account.

(i)    In the event that the aggregate Loss Proceeds in respect of any Casualty Event or Event of Eminent Domain is less than or equal to five million Dollars ($5,000,000), the Net Cash Proceeds of such amounts shall be made available to the applicableProjectCompanyfromtimetotimeattherequestoftheBorrowerandshallbe appliedbysuchProjectCompanytotheRestorationoftheapplicableProject(includingto reimburseanyAffiliateoftheBorrowerforpaymentsmadebysuchAffiliatewithrespect tosuchRestorationinadvanceofreceiptbyaProjectGroupMemberoftheapplicableNet Cash Proceeds), and any amount remaining with respect to such event following such Restorationshallbe usedtomake aprepayment ofLoanspursuant toSection2.8(b)(i)(1).

(ii)    (A)IntheeventthattheaggregateLossProceedsinrespectofanyCasualty EventorEventofEminentDomainexceedfivemillionDollars($5,000,000),theamounts tobemadeavailabletotheapplicableProjectCompanytobeappliedtotheRestorationof the applicable Project (including to reimburse any Affiliate of the Borrower for payments made by such Affiliate with respect to such Restoration in advance of receipt by a Project GroupMemberoftheapplicableNetCashProceeds)shallonlyberemittedtosuchProject Companyfollowingpriorsatisfactionofthefollowingconditions:deliverytotheCollateral AgentandtheLendersofacertificate,signedbytheIndependentEngineerstatingthat(1) the Borrower’s plans and specifications and schedule for the Restoration are technically feasible and (2) the amounts attributable to such event on deposit in the Loss Proceeds Account or Revenue Account are sufficient (together with all other monies reasonably expected to be available to the Borrower) to Restore the applicable Project and pay all applicable Project Costs (including any reimbursements to Affiliates of the Borrower), Operating Costs and Debt Service; and (B) if such Loss Proceeds in respect of such CasualtyEventorEventofEminentDomainexceedtwentymillionDollars($20,000,000), the amounts attributable to such event to be made available to the applicable Project Company from the Loss Proceeds Account or Revenue Account to be applied to the RestorationoftheapplicableProject(includingtoreimburseanyAffiliateoftheBorrower forpaymentsmadebysuchAffiliatewithrespecttosuchRestorationinadvanceofreceipt

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byaProjectGroupMemberoftheapplicableNetCashProceeds)shallonlyberemittedto such Project Company following receipt of the prior written consent of the Required Lenders.Any amount remaining with respect to such event in a Borrower Account following such Restoration shall be used to make a prepayment of Loans pursuant to Section 2.8(b)(i)(1).

(iii)    In the case of the foregoing clause(i)or clause (ii)(A), the Borrower shall have one hundred eighty(180) days to reinvest such Net Cash Proceeds before the Borrower is required to make a prepayment of Loans pursuant to Section 2.8(b)(i)(1).

(b)    Notwithstanding anything in this Agreement to the contrary, following the SC Funding Date with respect to a Project, if any Project Group Member receives (i) any amount of Loss Proceeds or (ii) any amount of Asset Disposition Proceeds, the Borrower shall be permitted to cause the applicable Class B Member, applicable HoldCo and applicable Project Company to address the underlying circumstances giving rise to the applicable preceding clause(s)(i)and (ii)in accordance with and manage related cash as required by the applicable HoldCo LLCA.

Section 7.17.Hedging Requirements.

(a)    TheOpcoBorrowershall,withinten(10)BusinessDaysaftertheFinancialClosing Date (as may be extended with the written consent of the Administrative Agent by up to five (5) additional Business Days), enter into (including by way of assignment, transfer, novation, conversionoramendment)andmaintaininfullforceandeffectthroughtheMaturityDate,oneor moretransactionsunderoneormorePermittedHedgingAgreementsforthepurposeofmitigating the Borrower’s exposure to interest rate risk in connection with the Loans projected to be outstandingasoftheMaturityDateasreflectedintheBaseCaseModeldeliveredontheFinancial Closing Date, subject to the termination of any portion of such transactions under such Permitted Hedging Agreements in connection with a prepayment as permitted herein; provided, that the aggregatenotionalamountsofsuchtransactionsshallcorrespondtoatleast75%butnomorethan 105%oftheaggregateprincipalamountofloansprojectedtobeoutstandingoneachsuchdatein accordancewiththeBaseCaseModelduringatheoreticaltwenty(20)yearamortizationperiodof the loans beginning on the projected Back-Leverage Date for each Project.Each Permitted Hedging Agreement shall be in form and substance reasonably satisfactory to the applicable Permitted Hedging Counterparty and the Opco Borrower.

(b)    The obligations of the Opco Borrower under each Permitted Hedging Agreement betweentheOpcoBorrowerandeachPermittedHedgingCounterpartyshallbesecuredatalltimes by the Security Documents, and shall rank pari passu with the Obligations of the Opco Borrower in respect of the Loans.

Section7.18.AnnualOperating Budget.

(a)    Notlessthanthirty(30)daysinadvanceofthebeginningofeachcalendaryear,the Borrower shall adopt and furnish to the Administrative Agent and the Lenders proposed Annual Operating Budgets for the Projects for such ensuing calendar year. If, for any year following the first full year, such proposed Annual Operating Budget does not exceed ten percent (10%) of the

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OperatingCosts(excludingtaxesandthecostsofrequiredinsurance)assetforthintheprioryear’s Annual Operating Budget (or any agreed modification thereto thereafter), such proposed Annual Operating Budget shall be deemed to be the approved Annual Operating Budget for such Project for such ensuing calendar year. Otherwise, concurrently with the delivery of any such proposed AnnualOperatingBudgettotheLenders,theBorrowershalldelivertoeachLenderacomparison of the costs in such proposed Annual Operating Budget with the costs set forth in the respective Annual Operating Budget for the current calendar year and an explanation of the reasons for any material increase or decrease in any category, and such proposed Annual Operating Budget will notbeadoptedwithoutthepriorwrittenapprovaloftheRequiredLenders,nottobeunreasonably withheld or delayed. If such proposed Annual Operating Budget is not approved (or deemed approved)bytheRequiredLenderswithinthirty(30)daysafterreceiptthereof,theBorrowershall prepare (or cause to be prepared) a revised proposed Annual Operating Budget, which shall be submittedtotheRequiredLendersfortheirreviewandapprovalinaccordancewiththis Section7.18(a).UntiltheproposedAnnualOperatingBudgetforanysuchProjectisapprovedas providedhereinforarelevantcalendaryear,theAnnualOperatingBudgetforsuchProjectforany yearshallbeonehundredtenpercent(110%)oftheOperatingCosts(excludingtaxesandthecosts of required insurance) of such Project set forth in the prior year’s Annual Operating Budget (includinganyagreedmodificationthereto)plus,inanysuchcase,amountsrequiredbyApplicable LawtobepaidortoensurecompliancewithSection7.2.CopiesofeachadoptedAnnualOperating Budget shall be furnished to the Administrative Agent and the Lenders upon its adoption.

(b)    If, in accordance with the provisions of any HoldCo LLCA, the Borrower amends any Annual Operating Budget after delivering such Annual Operating Budget pursuant to clause (a), which amendment shall require the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall promptly deliver such amended Annual Operating Budget to the Administrative Agent and the Lenders.

(c)    The Borrower shall operate and maintain the Projects in accordance with the adopted Annual Operating Budgets, except in the case of emergency repairs or conditions that present an imminent hazardous condition or threat to the safety of persons or property and the scopeoftheactiontakenwasnecessarytopreventormitigatesuchhazardousconditionandthreat to such persons and property; provided, however, that any Annual Operating Budget may be amendedwithRequiredLenders’priorwrittenconsent(whichshallnotbeunreasonablywithheld, conditionedordelayed),andinsuchevent,theBorrowershalloperateandmaintaintheapplicable Project within such Annual Operating Budget as so amended.

Section7.19.Event of Eminent Domain.If an Event of Eminent Domain shall occur with respectto anyof theCollateral, the Borrowershall, andshall cause eachother ProjectGroup Member to, (a)usecommerciallyreasonableeffortstodiligentlypursueitsrightstocompensationagainsttherelevant Governmental Authority in respect of such Event of Eminent Domain, (b) not, without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed,compromiseorsettleanymaterialclaimagainstsuchGovernmentalAuthorityinrespectofsuch EventofEminentDomain;provided,thattheBorrowershallnotberequiredtoobtainwrittenconsentof the Required Lenders to compromise or settle any claim (irrespective of the amount thereof) resulting fromanEventofEminentDomainiftheBorrowerhasusedcommerciallyreasonableeffortstomaximize thevalueofsuchsettlementorcompromissiontotheapplicableProjectGroupMember,and(c)payor

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apply all Net Cash Proceeds for application in accordance with Section7.16hereof and the Depositary Agreement, as applicable.Borrower consents to the participation of Administrative Agent in any proceedingsresultingfromanEventofEminentDomain,andtheBorrowershallfromtimetotimedeliver to Administrative Agent all documents and instruments reasonably requested by it to permit such participation. Notwithstanding anything in this Section7.19to the contrary, from and after the HoldCo Effective Date with respect to a Project, to the extent the applicable HoldCo LLCA conflicts with this Section7.19,theBorrowershallmanagerelatedcash(orcausetherelatedcashtobemanaged)asrequired by the applicable HoldCo LLCA.

Section7.20.Equator Principles.The Borrower shall comply in all material respects with the Equator Principles.

Section7.21.TCStructure Documents.

(a)    TotheextentnoTaxEquityArrangementhasyetbeenexecutedinconnectionwith a Project, then no later than sixty (60) days prior to the Mechanical Completion Date for such Project(ineach case, suchdate, the“TC StructureDeadline”),butsubjectto the Lenderreview and consent rights set forth in clause (b)of this Section 7.21, the Borrower, in connection with each such Project (as applicable), shall cause to be executed (A) an equity capital contribution agreement or similar tax equity commitment (the “TC ECCA”) between the applicable Class B Member and a Class A Member providing for the issuance to the Class A Member of “Class A” membership interests in the applicable HoldCo, (B) a HoldCo LLCA, which shall provide, inter alia,forthetaxallocationsandcashdistributionstotheapplicableClassAMemberandapplicable ClassBMemberand(C)acontributionagreement,anassignmentagreement,membershipinterest purchase agreement, distribution agreement or similar agreement (such agreement together with theTCECCA,theHoldCoLLCAand/oranyotherdocumentation(includinganysuchassignment agreement, contribution agreement, distribution agreement or similar agreement) pursuant to whichthetransactionsinthisclause(a)maybeeffectuatedwithrespecttoaparticularProject,as applicable, the “TC Structure Documents”), pursuant to which (x) the applicable HoldCo will acquireonehundredpercent(100%)ofthedirectEquityInterestsintherelevantProjectCompany no later than the TC Structure Deadline and (y) the “Class A” membership interests in the applicable HoldCo shall be issued to such Class A Member.The date on which the TC Structure Documents with respect to a Project are executed in accordance herewith is referred to herein as such Project’s “TC Structure Effective Date”.

(b)    Notlessthanfifteen(15)BusinessDayspriortoaProject’sproposedTCStructure Effective Date, the Borrower shall provide materially progressed drafts of such Project’s TC StructureDocumentstotheAdministrativeAgent(fordistributiontotheLenders),andnoProject Group Member shall enter into any TC Structure Document without the prior written consent of each of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided that, in connection with the granting of any such consent by the Lenders, the Class A MemberproposedtobepartytoanyTCStructureDocumentshallbereasonablyacceptabletothe Lenders and the Lenders shall have satisfactorily completed their respective “know-your-customer” requirements in respect of such Class A Member. Pending receipt of the requisite approval by all Lenders, to the extent that Borrower has complied with this Section 7.21, the Borrower’s obligations under clause (a)shall be tolled for up to thirty (30) days.

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(c)    Subject to the requirements of Section 7.21(b), on a Project’s TC Structure EffectiveDate,theBorrowershalldelivertotheAdministrativeAgenttrue,completeandcorrect executed copies of the TC Structure Documents for such Project, each of which shall be in full force and effect, as certified by the Borrower.

(d)    On a Project’s TC Structure Effective Date, the parties hereto agree to consider in good faith, and to execute, any amendments to the Credit Documents reasonably necessary to facilitate the TC Structure Documents of such Project and the transactions contemplated therein, all such amendments to be in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender.

(e)    If requested by the Borrower, prior to the first TC Structure Effective Date, the Borrower and the Lenders will in good faith negotiate and seek to agree on a form of contract regarding the purchase and sale of ITCs generated by the Projects (such form, the “Tax Credit Sale Agreement”).

(f)    Notwithstanding the foregoing or anything to the contrary contained herein, the Bluebird Project shall not be governed by this Section 7.21unless its Tax Equity Effective Date shall not have occurred by the date that is twelve (12) Business Days prior to its Mechanical Completion Date.If such Tax Equity Effective Date has not occurred by such date, this Section7.21shallapplytotheBluebirdProjectexceptthat(a)theperiodoftimeinclause(a)shallbetwo (2) Business Days and (b) the period of time in clause (b) shall be ten (10) Business Days (or, to theextenttheTCStructureDocumentsaresubstantiallysimilartodocumentationprovidedtothe Administrative Agent pursuant to Section 7.24, five (5) Business Days).

Section 7.22.Tax Credit Transfer Documents

(a)    If a TC Structure Effective Date occurs with respect to any Project, then the BorrowershallcausetheClassBMemberoftheapplicableHoldcocreatedpursuantto Section7.21(a)toagreetoselltheITCsgeneratedbytheapplicableProjecttoaTaxCreditBuyer pursuant to Section 6418 of the Code by December 31 of the year in which such Project was “placed in service”, pursuant to a tax credit sale agreement and any related tax credit transfer documentation (the “Tax Credit Transfer Documents”) substantially in the form of the Tax Credit Sale Agreement, or otherwise in form and substance reasonably acceptable to each of the Lenders(suchconsentnotbeunreasonablywithheld,conditionedordelayed).Thedateonwhich any Tax Credit Transfer Document is executed (pursuant to the terms of a Tax Credit Sale Agreement or otherwise) and delivered by the parties thereto is referred to herein as the “Tax Credit Transfer Effective Date”.

(b)    Notlessthanfifteen(15)BusinessDayspriortotheproposedTaxCreditTransfer EffectiveDate,theBorrowershallprovidemateriallyprogresseddraftsoftheTaxCreditTransfer Documents to the Administrative Agent (for distribution to the Lenders), and none of the applicableClassBMembers,applicableHoldCos,orProjectCompanies,shallenterintosuchTax Credit Transfer Documents without the prior written consent of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed). Pending receipt of the requisite approval by

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allLenders,totheextentthatBorrowerhascompliedwiththisSection7.22,theBorrower’s obligations under clause (a)shall be tolled for up to thirty (30) days.

(c)    SubjecttotherequirementsofSection7.22(b),ontheTaxCreditTransferEffective Date, the Borrower shall deliver to the Administrative Agent true, complete and correct executed copiesoftherelevantTaxCreditTransferDocuments,allofwhichshallbeinfullforceandeffect, as certified by the Borrower.

(d)    In connection with the execution of the Tax Credit Transfer Documents, the Class B Member shall deliver to the Lenders an updated Base Case Model that is updated to take into account only the terms of the Tax Credit Transfer Documents and any amendments to the Credit Documents made pursuant to clause (e)below, which updated Base Case Model is in form and substance reasonably acceptable to the Lenders. On the basis of such updated Base Case Model, as so approved, (i) the Construction Loan Commitment, Bridge Loan Commitment and Upsize Bridge Loan Commitments shall be adjusted (but in no event shall the aggregate amount of such Commitments increase), (ii) to the extent the outstanding Loans under any facility exceed the corresponding Commitments (after giving effect to clause (i)), such Loans shall be prepaid in the amountofsuchexcess,and(iii)totheextentcontemplatedinsuchupdatedBaseCaseModel,the Borrower shall cause the Sponsor to make additional equity commitments to the Borrower.

(e)    On the first Tax Credit Transfer Effective Date for any of the Projects, the parties heretoagreetoconsideringoodfaith,andseektoagree,anyamendmentstotheCreditDocuments reasonablynecessarytofacilitatetherelevantTaxCreditTransferDocumentsandthetransactions contemplatedtherein,allsuchamendmentstobeinformandsubstancereasonablysatisfactoryto the Administrative Agent, the Collateral Agent and each Lender.

(f)    Notwithstanding the foregoing or anything to the contrary contained herein, any failure of the Borrower to cause ITCs to be sold pursuant to Section 7.22(a)shall not result in a DefaultorEventofDefaultiftheBridgeLoansfortheapplicableProjecthavebeenrepaidinfull.

Section7.23.Tax Returns of Each HoldCo.The Borrower and each HoldCo subject to a Tax Credit Transfer Arrangement shall obtain, or cause to be obtained, an automatic extension of time to file the partnership income tax returns of such HoldCo by filing a properly completed IRS Form 7004 on or before the normal due date for filing such partnership income tax returns, which such extension shall extendthetimetofilesuchpartnershipincometaxreturnsthroughthefifteenth(15th)dayofSeptember. TheBorrowerandeachHoldCosubjecttoaTaxCreditTransferArrangementshallnotfile,andshallnot cause to be filed, any partnership income tax returns of such HoldCo prior to the due date (taking into account any extensions thereof) for filing such partnership income tax returns.

Section 7.24.Tax Equity Documents.

(a)    At any time prior to the TC Structure Deadline, but subject to the Lender review andconsentrightssetforthinclause(b)ofthisSection7.24,(i)theBorrower,inconnectionwith each such Project (as applicable), may cause to be executed Tax Equity Documents between the applicableClassBMemberandaClassAMember,pursuanttowhichtheapplicableHoldCowill acquireonehundredpercent(100%)ofthedirectEquityInterestsintherelevantProjectCompany

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no later than the TC Structure Deadline and (ii) the “Class A” membership interests in the applicable HoldCo shall be issued to such Class A Member. The date on which the Tax Equity Documents with respect to a Project are executed in accordance herewith is referred to herein as such Project’s “Tax Equity Effective Date”.

(b)    Not less than fifteen (15) Business Days prior to a Project’s proposed Tax Equity Effective Date, the Borrower shall provide materially progressed drafts of such Project’s Tax Equity Documents to the Administrative Agent (for distribution to the Lenders), and no Project Group Member shall enter into such Tax Equity Documents without the prior written consent of theLenders(suchconsentnottobeunreasonablywithheld,conditionedordelayed);providedthat, inconnectionwiththegrantingofanysuchconsentbytheLenders,theClassAMemberproposed to be party to any Tax Equity Document shall be reasonably acceptable to the Lenders and the Lenders shall have satisfactorily completed their respective “know-your-customer” requirements in respect of such Class A Member.

(c)    Subject to the requirements of Section7.24(b), on the Tax Equity Effective Date, theBorrowershalldelivertotheAdministrativeAgenttrue,completeandcorrectexecutedcopies oftherelevantTaxEquityDocuments,allofwhichshallbeinfullforceandeffect,ascertifiedby the Borrower.

(d)    In connection with the execution of the Tax Equity Documents, the Class B Member shall deliver to the Lenders an updated Base Case Model that is updated to take into accountonlythetermsoftheTaxEquityDocumentsandanyamendmentstotheCreditDocuments made pursuant to clause (e)below, which updated Base Case Model is in form and substance reasonably acceptable to the Lenders. On the basis of such updated Base Case Model, as so approved, (i) the Construction Loan Commitment, Bridge Loan Commitment and Upsize Bridge Loan Commitments shall be adjusted (but in no event shall the aggregate amount of such Commitments increase), (ii) to the extent the outstanding Loans under any facility exceed the corresponding Commitments (after giving effect to clause (i)), such Loans shall be prepaid in the amountofsuchexcess,and(iii)totheextentcontemplatedinsuchupdatedBaseCaseModel,the Borrower shall cause the Sponsor to make additional equity commitments to the Borrower.

(e)    On the first Tax Equity Effective Date for any of the Projects, the parties hereto agree to consider in good faith, and seek to agree, any amendments to the Credit Documents reasonably necessary to facilitate the relevant Tax Equity Documents and the transactions contemplatedtherein,allsuchamendmentstobeinformandsubstancereasonablysatisfactoryto the Administrative Agent, the Collateral Agent and each Lender.

Section 7.25.Post-Closing Covenants.

(a)    Within sixty (60) days after the Financial Closing Date (as may be extended with the written consent of the Administrative Agent by up to thirty (30) additional days) or, solely in the case of the O&M Agreements and Master Services Agreements, concurrently with the execution of such O&M Agreement or Master Services Agreement, Borrower shall deliver to the delivertotheAdministrativeAgent,eachoftheConsentssetforthinSchedule6.1(d)informand substancereasonablysatisfactorytotheRequiredLenders;provided,thatotherthanwithrespect

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toO&MAgreements,MasterServicesAgreements,PowerPurchaseAgreements,EPCContracts, Transformer Purchase Agreements (to the extent not substantially fully performed, other than warranty obligations) and Module Supply Agreements (to the extent not substantially fully performed,otherthanwarrantyobligations),theBorrower’sobligationsunderthisSection7.25(a)with respect to any Consent shall be satisfied if it has used commercially reasonable efforts to obtain such Consent; and

(b)    Within thirty (30) days after the Financial Closing Date, Borrower shall cause the IRB Documents to be executed, and copies thereof delivered to the Administrative Agent.

(c)    Within sixty (60) days after the Financial Closing Date (as may be extended with the written consent of the Administrative agent by up to thirty (30) additional days), Borrower shall deliver to the Administrative Agent, favorable opinion letters, in form and substance reasonably satisfactory to the Required Lenders, of legal counsel reasonably acceptable to the AdministrativeAgent,asspecialfederal,stateandlocalpermittingcounseltotheLoanPartiesin connection with the American Beech Project and the Prairie Project.

(d)    With respect to the Bluebird Project, the American Beech Project and the Prairie Project,upontheearlierof(a)(x)(i)withrespecttotheBluebirdProject,thedatethatistheearlier of (A) fifteen (15) days following the consent of the Lenders to the execution of the Tax DocumentswithrespecttotheBluebirdProjectand(B)sixty(60)daysaftertheFinancialClosing Dateor(ii)withrespecttotheAmericanBeechProjectandthePrairieProject,thedatethatissixty (60) days after the Financial Closing Date and (y) the delivery of the same under the applicable ECCA (if applicable), Borrower shall deliver to the Administrative Agent a fully paid owner’s policy of title insurance with respect to such Project (the “Bluebird Title Policy”, “American BeechTitlePolicy”orthe“PrairieTitlePolicy”,insubstantiallythesameformandsubstanceas the Pro Forma Title Policy for such Project and (b) to the extent required by the Title Insurer to issuetheTitlePolicy,anupdatedALTASurveydepictinganyupdatestotheALTASurveyfrom the versions provided to Required Lenders pursuant to Section6.1(q). The Borrower shall also deliver to the Lenders any updates to the ALTA Survey made in connection with the Tax Documents.

(e)    Prior to the second Borrowing date, the Collateral Agent and the Borrower shall execute and deliver, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders the Depositary Agreement.

(f)    Withinthirty(30)daysaftertheFinancialClosingDate,theBorrowershalldeliver totheAdministrativeAgentarelianceletterofeachTransmissionConsultant,whichrelianceletter shall certify and attach the applicable Transmission Consultant Report, and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(g)    Withinthirty(30)daysaftertheFinancialClosingDate,theBorrowershalldeliver to the Administrative Agent a reliance letter of each Environmental Consultant, which reliance letter shall certify the applicable Environmental Consultant Report, and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

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(h)    Within ten (10) Business Days after the execution of the Depositary Agreement, the Borrower shall close any bank account it owns which is not a Collateral Account.

Section7.26.Distributions.AfteraProject’sBack-LeverageDate,theBorrowershallcausethe applicable Project Group Members to distribute as promptly as practicable to the Borrower all amounts received by such Project Group Member (other than the Borrower) and permitted to be distributed by its applicable Organizational Documents (other than Loan proceeds or equity contributions to be applied to payProjectCosts,andsubjecttoretentionofworkingcapitalofupto$1,500,000atanytimeperProject.

Section7.27.Change inTax LaworProposedChangeinTax Law.

(a)    The Borrower shall use commercially reasonable efforts to notify Lenders of any changeintaxlaw,proposedchangeintaxlaworexecutiveorderthatcouldreasonablybeexpected tobecomeaCITLorProposedCITL,inanycase,withinten(10)BankingDaysoftheBorrowers’ obtaining knowledge thereof.

(b)    Upon the occurrence of a CITL or Proposed CITL, the Borrowers shall promptly, andinanyeventwithinfifteen(15)BankingDaysofsuchoccurrence,deliveraBaseCaseModel reasonably satisfactory to the Lenders updated to quantify solely the estimated impact of such CITLorProposedCITL.Notwithstandingtheforegoing,iftheBorrowerandtheRequiredLenders subsequently mutually agree that a Proposed CITL is no longer reasonably likely to be issued or becomelaw,thensuchpartiesshallcooperateingoodfaithtocauseanyupdatesmadetotheBase CaseModelpursuanttothisparagraph(b)tonottakeeffectandtorestoretheBaseCaseModelto its original form prior to taking into consideration such Proposed CITL.

(c)    (x)IfsuchProjecthasTaxDocumentsthenineffectandaCITLorProposedCITL occursthatreducestheamountpayablepursuanttosuchthen-existingTaxDocuments(determined pursuanttoanupdatedBaseCaseModelreasonablysatisfactorytotheLenders),then,withinthirty (30) days after the earlier of the delivery of the updated Base Case Model pursuant to the immediately preceding paragraph (b) and the date on which such Base Case Model was required to be delivered, the Borrowers shall take CITL Remedial Actions in an amount equal to (i) the proceeds previously expected under such Tax Documents prior to the CITL or Proposed CITL minus (ii) the proceeds now expected under such Tax Documents after taking into consideration solely the CITL or Proposed CITL (determined pursuant to an updated Base Case Model reasonably satisfactory to the Lenders) (or enter into new or replacement Tax Documents reasonablyacceptabletotheLenders);and(y)ifsuchProjectdoesnothaveaTaxDocumentsthen in effect and a CITL or Proposed CITL occurs that reduces the Bridge Loan Commitments or UpsizeBridgeLoanCommitmentsforsuchProject(determinedpursuanttoanupdatedBaseCase ModelreasonablysatisfactorytotheLenders),then,withinthirty(30)daysaftertheearlierofthe deliveryoftheupdatedBaseCaseModelpursuanttotheimmediatelyprecedingparagraph(b)and the date on which such Base Case Model was required to be delivered, the Borrowers shall take CITL Remedial Actions in an amount equal to such reduction (or enter into new or replacement Tax Documents reasonably acceptable to the Lenders) (it being understood that such CITL Remedial Actions shall not be required to cover Upsize Bridge Loan Commitments to the extent that such commitments are already covered under the Equity Contribution Agreement).

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SECTION8.NEGATIVECOVENANTS.

Borrower covenants and agrees that so long as this Agreement is in effect, unless the Required Lenders (or Administrative Agent with consent from the Required Lenders) waive compliance in writing, it will comply with the following covenants:

Section8.1.Indebtedness.The Borrower shall not, and shall cause each Project Group Member not to, create, incur, assume or permit to exist any Indebtedness, except for Permitted Indebtedness.

Section8.2.Liens.TheBorrowershallnot,andshallcauseeachProjectGroupMembernotto, create, incur, assume or suffer to exist any Lien on any of the Collateral or any of its other assets or property except for Permitted Liens.

Section8.3.TransactionswithAffiliates.TheBorrowershallnot,andshallcauseeachProject GroupMembernotto,enterintoanytransactionorgroupofrelatedtransactions(includingthepurchase, lease,saleorexchangeofpropertiesofanykindortherenderingofanyservice)withanyAffiliate,except for:(a)transactionsupontermsthatanAuthorizedOfficeroftheBorrowerorsuchProjectGroupMember has determined in good faith are not less favorable to the Borrower or such Project Group Member than wouldbeobtainableinacomparablearm’s-lengthtransactionwithaPersonnotanAffiliate; (b)transactions pursuant to or in accordance with the agreements listed in Schedule8.3; (c)Restricted Payments permitted by Section8.7; (d)transactions among the Project Group Members; (e)any transaction pursuant to the Tax Equity Documents, TC Structure Documents, Tax Credit Transfer Documents or the Credit Documents; (f) Permitted Dispositions described in clause (k)of the definition of “Permitted Dispositions”; (g)transactions permitted pursuant to Section8.8(iii); (h) Permitted TE/TC Reorganizations or (i) transactions pursuant to the IRB Documents.

Section8.4.Fundamental Change.The Borrower shall not, and shall cause each Project GroupMembernotto(a)combine,consolidatewithormergewithorintoanyotherPerson,(b)liquidate, wind-up, dissolve or dispose of all or substantially all of its assets in a single transaction or series of transactionstoanyPersonor(c)changeitslegalform,exceptfor:(i)theBorrowerandanyProjectGroup Member may make Permitted Dispositions or (ii) the Borrower and the Project Group Members may consummate internal reorganizations with other Project Group Members (including newly formed Subsidiaries)totheextenttheydeemsuchinternalreorganizationnecessaryinconnectionwithfacilitating any Tax Equity Arrangement or Tax Credit Transfer Arrangement (including with respect to the TC Structure Documents and the performance of any obligations set forth thereunder) and so long as such internalreorganization(x)isnotadversetotheLendersinanymaterialrespect(aftertakingintoaccount any Mandatory Prepayment the Borrower is required to make in connection with the related internal reorganization, even if there is a related change to the structure of the Collateral) and (y) could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (a “Permitted TE/TC Reorganization”).

Section8.5.Line of Business.The Borrower shall not, and shall cause each Project Group Member not to, engage in any business other than the ownership, development, construction, financing, operation and maintenance of the Projects as contemplated by the Operative Documents and activities incidental thereto.

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Section8.6.Anti-Corruption, Anti-Money Laundering and Sanctions. The Borrower shall not, and shall not permit any Project Group Member to:

(a)    useanyproceedsoftheLoans,orlend,contributeorotherwisemakeavailablesuch proceeds to any Person, directly or indirectly: (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of applicable Anti-Corruption Laws; (ii) in any other manner that would constitute a violation of applicable Anti-Corruption Laws or Anti-Money Laundering Laws; (iii) to fund any activities or business with, involving or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iv) otherwise in any manner that would constitute or give rise to a violation of Sanctions by any party hereto, including any Lender; or

(b)    (i) become a Sanctioned Person (including by virtue of being owned or controlled by a Sanctioned Person), or (ii) own or control a Sanctioned Person.

Section8.7.Restricted Payments.Except (A)Restricted Payments by a Project Group Member to a Project Group Member and by any HoldCo to its Class A Member in accordance with the Tax Equity Documents or TC Structure Documents, as applicable, (B)payments of management, developmentorsimilarfeestoanAffiliateunder(i)anyMasterServicesAgreementorO&MAgreement or any other Project Document entered into with the consent of the Required Lenders to the extent such costs are reflected in the Base Case Model or (ii) in an amount not to exceed $500,000 in the aggregate, any other agreement entered into with an Affiliate in accordance herewith, (C)for the Closing Date Distribution Paymentmadewiththeproceedsof the initialBorrowing ofConstructionLoansandBridge LoansontheFinancialClosingDate,(D)forreturnbytheBorrowertotheSponsororitsdesigneeofthe DevelopmentPeriodSecurity,or(E)totheextentfundedbyadditionalequitycontributionsbytheSponsor to Opco Borrower, the distribution of the proceeds of payments to Devco Borrower pursuant to the membership interest purchase agreement entered into as a Tax Equity Document or TC Structure Document for a Project, the Borrower shall not make, permit any Project Group Member to make, agree to pay or make, or permit any Project Group Member to make, directly or indirectly, any Restricted Payment.

Notwithstanding anything to the contrary herein, the Borrower and any Project Group Member shall be permitted to: (1)reimburse any Affiliate, so long as no Event of Default has occurredandiscontinuing,forpaymentsmadebysuchAffiliateonbehalfoftheBorroweroranyProject GroupMemberwithrespectto:(A)repairs,replacementorrestorationpaidforand/orundertakenbysuch AffiliateinadvanceofreceiptbytheBorrowerorsuchProjectGroupMemberofanyapplicableinsurance proceeds;providedthatsuchRestrictedPaymentismadesolelywithproceedsofsuchinsuranceproceeds whenreceivedandsolelytotheextentnotrequiredtobeappliedasaprepaymentinaccordancewiththis Agreement, or (B) any interconnection network upgrades paid for and/or undertaken by such Affiliate pursuanttoanInterconnectionAgreementortheAmericanBeechJVOperatingAgreement,and(2)make paymentspursuanttoorinaccordancewiththeagreementslistedinSchedule8.3and/oranyothercontract orarrangementwithanAffiliatepermittedhereunder(otherthananycontractorarrangementevidencing or relating to Indebtedness owing to an Affiliate).

Section 8.8.    Investments.TheBorrowershallnot,andshallcauseeachProjectGroupMember notto,makeanyInvestmentsexceptfor(i) PermittedInvestments,(ii) pursuanttotheOperative

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Documents,(iii)InvestmentsinProjectGroupMembers,(iv)anyacquisitionofcapitalstock,partnership or other ownership interests or other Securities of, or capital contributions to, any Person in connection withaPermittedTE/TCReorganization,(v)acceptingcontributionsandtransfersfromaPersonthatowns anyoutstandingsharesofitscapitalstockorsimilarEquityInterestsorfromanyAffiliate,(vi)Investments infurtheranceofthedevelopment,construction,operationorownershipoftheProjectsfundedsolelywith capitalcontributionsbytheSponsororanyofitsAffiliates(otherthanaProjectGroupMember),and(vii) to the extent constituting an Investment, the formation of Subsidiaries.

Section8.9.Disposition of Property.The Borrower shall not, and shall cause each Project Group Member not to, make any Asset Dispositions other than Permitted Dispositions.

Section8.10.HedgingAgreements.TheBorrowershallnot,andshallcauseeachProjectGroup Membernotto,enterintoanyHedgingAgreementotherthan(a)theHedgingAgreementsenteredintoin accordancewithSection7.17or(b)thePowerPurchaseAgreements(oranyreplacementthereofentered into in accordance with Section 8.12).

Section8.11.Regulations.Borrower shall not directly or indirectly, apply any part of the proceedsofanyLoanorProjectRevenuesforthepurposeofbuyingorcarryinganymarginstockwithin themeaningofRegulationUoftheFederalReserveBoard(oranysuccessor),orforthepurposeofbuying orcarryingortradinginanySecuritiesundersuchcircumstancesastoinvolvetheBorrowerinaviolation of Regulation X of the Federal Reserve Board (or any successor) or to involve any broker or dealer in a violation of Regulation T of the Federal Reserve Board (or any successor).

Section8.12.Additional Project Documents.The Borrower shall not, and shall cause each Project Group Member not to, enter into or become a party to any Additional Project Document (other thananIRBDocument)withoutthepriorwrittenconsentoftheRequiredLenders,nottobeunreasonably withheld, conditioned or delayed.To the extent such Additional Project Document (other than an IRB Document) is being executed by a Borrower, or any other Project Group Member that is party to the Security Agreement at such time, the Borrower shall use commercially reasonable efforts to deliver to AdministrativeAgentaconsenttocollateralassignmentfromthecounterpartytosuchAdditionalProject Document in form and substance reasonably satisfactory to the Required Lenders.

Section8.13.Amendments; Change Orders.The Borrower shall not, and shall cause each Project Group Member not to, cause, consent to, or permit any termination (other than pursuant to its scheduled term), amendment, modification, waiver of timely compliance with any material terms or conditions of, or assignment of any rights under, without the consent (not to be unreasonably withheld, conditionedordelayed)oftheRequiredLenders,anyProjectDocument,anyTaxEquityDocument,any TC Structure Document or any of the Tax Credit Transfer Documents, other than (a) amendments, modifications, variances or waivers to cure any defective provisions contained in such Operative Documentortopermitotherminordeviationsfromthetermsthereof,ineachcasethatarenotadverseto the interests of the Lenders in any material respect, (b)prior to the date on which a Project achieves Completion, amendments, modifications, waivers, and change orders to Project Documents (other than thePowerPurchaseAgreements)withrespecttosuchProjectnotexceeding,intheaggregate,fiftypercent (50%) of the contingency allowance provided in the then-current applicable Project Budget and which would not reasonably be expected to cause Completion of such Project to occur later than such Project’s applicableProjectCompletionDate(subjecttoextensioninaccordancewiththedefinitionthereof);

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provided that, in the case of this clause (b), such amendment, modification, waiver or change order is in thebestinterestofeachProjectGroupMemberandtheLenders,(c)followingthedateonwhichaProject achieves Completion, amendments, modifications, variances or waivers concerning such Project, which wouldnotreasonablybeexpectedtohaveamaterialandadverseeffectontheSecuredParties,anyProject, theBorroweroranyapplicableProjectGroupMember,and(d)assignmentsofanyrightsofcounterparties to any such applicable Operative Documents where the applicable Borrower or Project Group Member reasonablydeterminesthatithasnoconsentrightsunderthetermsoftheapplicableOperativeDocument.

Section8.14.NameandLocation;FiscalYear;AccountingChanges.TheBorrowershallnot, and shall cause each Project Group Member not to, change (i) its name or (ii) its jurisdiction of organization without written notice to the Administrative Agent at least thirty (30) days prior to such change, or change its fiscal year without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld).

Section8.15.UseofSite.TheBorrowershallnot,andshallcausetheProjectCompaniesnotto, use, or permit to be used (except by utility providers and to the extent the Borrower or the Project Companies has the right to control the Sites, Persons on the Sites or the activities of such Persons on the Sites),theSitesforanypurposeotherthanforthedevelopment,construction,operationandmaintenance (andusesincidentalthereto)oftheProjectsascontemplatedbytheOperativeDocumentswithouttheprior written consent of the Required Lenders (or the Administrative Agent with consent from the Required Lenders), or permanently locate any portion of any Project on real property other than the Sites and as permitted by the Project Documents.

Section8.16.HazardousMaterials.TheBorrowershallnot,andshallcauseeachProjectGroup Member not to, (a)Release into the environment any Hazardous Materials in violation in any material respectof,orinamannerthatwouldreasonablybeexpectedtoresultintheincurringofmaterialliability under, any Environmental Laws, Applicable Law or Applicable Permits, or (b)allow (to the extent the Borrower or any Project Company has the right to control the Sites, Persons on the Sites or the activities of Persons on the Sites) any Hazardous Materials to be Released by other Persons on, in, under, from, to or above the Sites or Improvements, in violation in any material respect of, or in a manner that would reasonably be expected to result in the incurring of material liability under, any Environmental Laws, Applicable Law or Applicable Permits.

Section8.17. Borrower Accounts.The Borrower shall not maintain, establish or be the beneficiary of any deposit account, securities account (as each such term is defined in the Uniform Commercial Code) or other banking account other than Borrower Accounts.

Section8.18.Tax Equity Documents, Tax Credit Transfer Documents or TC Structure Documents.

(a)    TheBorrowershallnot,andshallcauseeachProjectGroupMembernottoexecute any Tax Equity Document, any Tax Credit Transfer Document or any TC Structure Document without the consent of all Lenders (not to be unreasonably withheld, conditioned or delayed).

(b)    Notwithstanding anything to the contrary in Section 8.13, the Borrower shall not, andshallcauseeachProjectGroupMembernotto,(i)terminate,assignormateriallyamend,

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modify or waive any Tax Equity Document (other than the Funding Date Guaranties), any Tax Credit Transfer Document or any TC Structure Document, without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed), and (ii) terminate, assign or materiallyamend,modifyorwaiveanyoftheFundingDateGuarantieswithouttheconsentofall Lenders (not to be unreasonably withheld, conditioned or delayed).

Section8.19.Partnership; Subsidiaries.Except for the Operative Documents, no Loan Party shall execute a binding agreement to become a general or limited partner in any partnership, or a joint venturer in any joint venture or a member in any limited liability company.

Section8.20.Federal IncomeTax Matters.

(a)    No Project Group Member shall make an affirmative election to treat such Project GroupMemberasanassociationtaxableasacorporationforincomeTaxpurposes,ortootherwise beanythingotherthana“disregardedentity”(or,inthecaseofaHoldco,apartnership)withinthe meaning of Treasury Regulations Section 301.7701-3 for U.S. federal income tax purposes.No Project Group Member shall allow any transfer of its interests that would cause it to be treated as a publicly traded partnership under Section 7704 of the Code (or any successor laws or regulations).

(b)    No Project Group Member shall (i) for purposes of and within the meaning of Section48oftheCode,applyforanygrantsfromtheUnitedStates,astate,apoliticalsubdivision ofastate,oranyotherGovernmentalAuthorityforuseinconstructingorfinancingalloraportion of any Project or with respect to which such Project Group Member or such Project is the beneficiary;(ii)forpurposesofandwithinthemeaningofSections48and168(g)(5)oftheCode, useanyproceedsofanyissueofstateorlocalgovernmentobligationstoprovidefinancingforall oraportionofanyProjecttheinterestonwhichisexemptfromtaxunderSection103oftheCode; or (iii) claim any U.S. federal tax credit (other than, with respect to the Projects the, ITC) with respect to any property that is part of such Project.

(c)    The Borrower shall not (i) become, or allow or cause a Project Group Member to become,(A)aDisqualifiedPersonor(B)aTaxRelatedPerson,(ii)electtheapplicationofSection 6417oftheCodewithrespecttoanyITCsor(iii)takeanyactionthatwouldcause,orpermitany transfer of any direct or indirect ownership interests in any Project Group Member (except in connectionwithaforeclosurebyanyLender)thatwouldcause,theITCapplicabletotheProjects to be subject to recapture pursuant to Section 50 of the Code or otherwise reduced or disallowed.

Section8.21.TitlePolicies.TheBorrowershallnot,andshallcauseeachProjectGroupMember not to, materially amend or modify any Title Policy without the consent of the Required Lenders.

SECTION9.EVENTSOFDEFAULTANDREMEDIES

Section9.1.Events of Default.An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

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(a)    Failure to Make Payments of Principal.The Borrower defaults in the payment of any principal on any Loan when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise.

(b)    Failureto MakePaymentsofInterestandOther Amounts.TheBorrowerdefaults inthepaymentofanyinterestonanyLoanoranyotherfee,cost,chargeorotheramountdueunder thisAgreementoranyotherCreditDocumentformorethanthree(3)BusinessDaysafterthesame becomes due and payable.

(c)    Failure of Sponsor to Make Payments.The Sponsor or its applicable Affiliate defaults in the payment of its obligations under a Funding Date Guaranty.

(d)    LoanPartiesFailuretoMakePayments.ExceptasotherwiseprovidedinSections9.1(a)and (b), a Loan Party shall fail to pay any amount due from it under any Credit Document to which it is a party within ten (10) Business Days after the same becomes due and payable.

(e)    Misstatements.Any certification, representation or warranty made by any Loan Party in any Credit Documentsto which it is aparty orany amendment or modification hereof or thereof, or in any certificate furnished by an Authorized Officer thereof to the Administrative Agent or the Lenders in accordance with the terms of the Credit Documents, shall prove to have been incorrect in any material respect as of the time made; provided that the same shall not constituteanEventofDefaultifthefactandcircumstancesunderlyingsuchmisrepresentationand theeffectsofsuchmisrepresentationarecapableofbeingremediedsuchthattherepresentationor warrantyistrueinallmaterialrespectsandsucheffectsarecuredandsuchcureiseffectedwithin thirty(30) days after the earlier of (A)an Authorized Officer of the Borrower obtaining Knowledge of such misrepresentation and (B)the Borrower receiving written notice of such misrepresentation from the Administrative Agent or any Lender.

(f)    Breach of Certain Covenants.(i) The Borrower shall fail to comply with any covenant, condition or agreement contained in Section7.1(solely as it relates to Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions), Section 7.4(a), Section 7.5, Section 7.9(a), Section 7.25, Section 7.27(in relation to a CITL) or Section8or (ii) the Borrower shall fail to comply with any covenant, condition or agreement contained in Section 7.27(in relation to a ProposedCITL)and,inthecaseofthisclause(ii),suchfailureshallcontinueuncuredforaperiod ofthirty(30)ormoredaysfromtheearlierof(A)anAuthorizedOfficeroftheBorrowerobtaining Knowledgeofsuchfailureand(B)theBorrowerreceivingwrittennoticeofsuchbreachorfailure from the Administrative Agent or any Lender.

(g)    Insurance.The Borrower shall fail to comply with Section7.2(Insurance) and suchfailureshallcontinueuncuredforaperiodoften(10)ormoreBusinessDaysfromtheearlier of (A)an Authorized Officer of the Borrower obtaining Knowledge of such failure and (B)the BorrowerreceivingwrittennoticeofsuchbreachorfailurefromtheAdministrativeAgentorany Lender.

(h)    Breach of Terms of Agreement.Any Loan Party fails to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified

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elsewhereinthisSection9.1)towhichitisapartyand,ineachcase,suchfailurecontinuesuncured for a period of thirty(30) or more days after the earlier of (i)an Authorized Officer of such Loan Party obtaining Knowledge of such Default and (ii)receipt by the Borrower of a notice of such Default from the Administrative Agent or any Lender; provided, however, that if such Person commences efforts to cure such Default within such thirty(30) day period, it may continue to effect such cure of the Default (and such Default will not be deemed an Event of Default) for an additional sixty(60) days for a total cure period of ninety(90) days; provided, further, that in the case of a Default arising from any failure to comply with Applicable Laws or Material GovernmentalApprovalsinaccordancewithSection7.1,ifwithinsuchperiodtherelevantPerson enters into a consent decree or other arrangement under which the applicable Governmental Authoritiesagreetostayordelayenforcementduetosuchnon-compliance,thensuchcureperiod shall be further extended for the period of such stay or delay.

(i)    Cross Default. (i)The Borrower is in default in payment of any principal, interest or other amount due under any agreement (other than the Credit Documents) governing indebtednessconstitutingMaterialIndebtednessbeyondanyperiodofgraceprovidedwithrespect thereto;or(ii)theBorrowerisindefaultintheperformanceoforcompliancewithanytermofany contractoragreementevidencinganyMaterialIndebtednessorofanymortgage,indentureorother agreement relating thereto or any other condition exists (excluding mandatory prepayments not arising from a default), and, as a consequence of such default or condition, such Material Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment.

(j)    BreachofTaxEquityDocuments;TCStructureDocumentsorTaxCreditTransfer Documents.(i)(A)(1)AnyProjectGroupMemberoranyClassAMembershallbeinbreachof anymaterialobligation,oramaterialdefaultshallhaveoccurredandbecontinuing,underanyTax Equity Documents or any TC Structure Document or (2) any Project Group Member or any Tax CreditBuyershallbeinbreachofanymaterialobligation,oramaterialdefaultshallhaveoccurred and be continuing, under any Tax Credit Transfer Document and (B)such breach or default has continuedbeyondanyapplicablegraceperiodexpresslyprovidedforinsuchagreement(or,ifno grace period is expressly provided, thirty (30) days following written notice of the same by the non-breaching party), or (ii)such Tax Equity Document, TC Structure Document or Tax Credit Transfer Document ceases to be in full force and effect (other than on account of expiration in accordance with its terms (and not related to any default thereunder)).

(k)    Bankruptcy;Insolvency.Anyofthefollowingeventsshallhaveoccurred:

(i)    an involuntary proceeding shall be commenced or an involuntary petition shallbefiledseeking(A)liquidation,reorganizationorotherreliefinrespectofanyMajor Project Participant or any Loan Party (the “Subject Persons” and each, individually, a “Subject Person”) or any of their respective debts, or of a substantial part of its assets, underanyfederal,stateorforeignbankruptcy,insolvency,receivershiporsimilarlawnow orhereafterineffector(B)theappointmentofareceiver,trustee,custodian,sequestrator, conservator or similar official for any Subject Person and, in any such case, such proceedingorpetitionshallcontinueundismissedforaperiodofsixty(60)ormoredays

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or an order or decree approving or ordering any of the foregoing shall be entered or any other similar relief shall be granted against any of the Subject Persons; or

(ii)    any Subject Person shall with respect to itself (or, in the case of any Loan Party, with respect to itself or any other Loan Party) (A)voluntarily commence any proceedingorfileanypetitionseekingliquidation,reorganizationorotherreliefunderany federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafterineffectorconsenttotheinstitutionofaninvoluntarycasethereunderagainstit, (B)apply for or consent to the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator or similar official, (C)file an answer admitting the material allegations of a petition filed against it in an involuntary case under the Bankruptcy Code orsimilarlaworproceeding,(D) makeageneralassignmentforthebenefitofcreditors, (E)takeanycorporateactionforthepurposeofeffectinganyoftheforegoingor(F)admit in writing its inability, or generally be unable, to pay its debts as such debts become due;

provided, however, that such Event of Default with respect to such Major Project Participantshallbedeemedtonothaveoccurredif(i)exceptforaPowerPurchaser,aTax EquityInvestororaTaxCreditBuyer,withinsixty(60)daysoftheoccurrenceofaDefault underthisSection9.1(k),(A)theBorrowerobtainsaReplacementObligorwithrespectto such Major Project Participant or (B)the Project Document to which such Major Project Participant is a party has been replaced by a replacement Project Document in form and substance,andwithacounterparty,reasonablyacceptabletotheRequiredLenders (and,with respect to the EPC Contractor or any Module Supplier, the Independent Engineer has reviewed the replacement arrangements and confirmed to the Required LendersthatsuchProjectisreasonablyexpectedtoachieveWorkSubstantialCompletion on or before such Project’s applicable Project Completion Date) or (ii) in the case of any MajorProjectParticipantotherthanaPowerPurchaser,aTaxEquityInvestor,aTaxCredit Buyer, an EPC Contractor (to the extent the applicable EPC Contractor has not substantiallyfullyperformeditsobligationsundertheapplicableEPCContract,otherthan warrantyobligations),aModuleSupplierorModuleSupplierGuarantor(totheextentthe applicableModuleSupplierhasnotsubstantiallyfullyperformeditsobligationsunderthe applicable Module Supply Agreement, other than warranty obligations) and Virginia Transformer Corporation (to the extent it has not substantially fully performed its obligations under the applicable Transformer Purchase Agreement, other than warranty obligations), such Event of Default such breach or default would be reasonably expected to have a Material Adverse Effect.

(l)    Judgements.One or more final judgments (exclusive of judgments covered by insurance) for the payment of money in excess of one million Dollars ($1,000,000) shall be renderedagainsttheBorroweroritsSubsidiariesandremainsunpaid,undismissedorunstayedfor a period of sixty(60) days or more consecutive days or are not otherwise bonded within such sixty (60) days.

(m)    Invalidity of Credit Documents. (i)This Agreement or any other Credit Document shallbedeclaredinafinaljudgmentbyacourtofcompetentjurisdictiontobeunenforceable, (ii)anyCreditDocumentshallotherwiseceasetobevalidandbindingorinfullforceandeffect

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or shall be rescinded, terminated, cancelled, invalidated, enjoined or suspended (in each case, exceptinconnectionwithitsexpirationinaccordancewithitsterms(andnotrelatedtoanydefault thereunder)) or (iii)any Loan Party shall terminate, cancel, expressly repudiate its obligations under any Credit Document to which it is a party in writing.

(n)    BreachorTerminationof Project Documents.

(i)    AnyLoanPartyoranyMajorProjectParticipantshallbeinmaterialbreach oforotherwiseinmaterialdefaultunderanyProjectDocumentandsuchbreachordefault has continued beyond any applicable grace period expressly provided for in such Project Document (or, if no such cure period is provided, except with respect to any Power Purchase Agreement, thirty(30) days) and (except with respect to any Tax Equity Document, any TC Structure Document, any Tax Credit Transfer Document, any Power Purchase Agreement, any Interconnection Agreement or any material Real Property Document) such breach or default would be reasonably expected to have a Material Adverse Effect; provided, however, that, if (A)such breach or default cannot be cured within such initial cure period, (B)such breach or default is susceptible of cure, (C)such breach or default is by any party other than Borrower and (D)such other defaulting party isproceedingwithallrequisitediligenceandingoodfaithtocuresuchfailure,thenexcept withrespecttothePowerPurchaseAgreement,thetimewithinwhichsuchfailuremaybe cured shall be extended to such date, not to exceed a total of sixty(60) days after the end of such initial cure period, as shall be necessary for such party diligently to cure such failure;provided,further,thatfromandaftereachProject’srespectivedateofCompletion, no Event of Default shall occur under this Section9.1(n)with respect to a Construction ContractiftheapplicableMajorProjectParticipant’smaterialwarrantyobligationsarestill in effect thereunder and shall be performed by another Person pursuant to an executed warranty agreement.

(ii)    Any Project Document shall for any reason cease to be in full force and effect or valid and binding on the Persons party thereto, as the case may be, except upon fulfillment of such party’s obligations thereunder, or any such Person pursues a right of termination under such Project Document, as the case may be, in each case (except with respecttotheTaxEquityDocuments,theTCStructureDocuments,theTaxCreditTransfer Documents, the Power Purchase Agreements, the Interconnection Agreements or any materialRealPropertyDocument)unlesssuchcessationwouldnotreasonablybeexpected to have a Material Adverse Effect.

(o)    Security;LossofCollateral.

(i)    Except solely as a result of the acts of any of the Secured Parties and the expirationofanyoftheSecurityDocumentsinaccordancewiththeirrespectiveterms,the SecurityDocuments,onceexecutedanddelivered,failtoprovidetheCollateralAgent(for the benefit of the Secured Parties) the Liens, security interest, rights, titles, interest, remedies, powers or privileges intended to be created thereby or cease to be in full force andeffectwithrespecttotheCollateral,orthevaliditythereofortheapplicabilitythereof totheLoans,theNotes,theoutstandingReimbursementObligationsduetotheLCIssuer

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oranyotherObligationspurportedtobesecuredorguaranteedtherebyoranypartthereof shallbedisaffirmedbyoronbehalfoftheBorroweroranyofitsAffiliatesordisaffirmed in writing by or on behalf of any other party thereto other than a Secured Party.

(ii)    Other than Collateral permitted to be sold, leased, assigned, transferred or otherwisedisposedofunderSection8.9oranySecurityDocument,anyLoanPartyceases to be the sole direct or beneficial owner of any material portion of the Collateral or any material portion of the Collateral is seized or appropriated without fair value being paid therefor such as to allow replacement of such Collateral or prepayment in full of the Obligations then outstanding and to allow the Borrower, in the Required Lenders’ reasonable judgment, to continue satisfying its obligations hereunder and under the other Operative Documents.

(p)    Loss of Applicable Permits. (i)Any Applicable Permit necessary for the development, construction, operation, ownership or maintenance of a Project shall be materially modified in an adverse manner, enjoined, revoked or cancelled by the issuing agency or other Governmental Authority having jurisdiction or (ii)any Major Project Participant or any Project Company shall fail to obtain, renew, maintain or comply in all material respects with any ApplicablePermit,unless,inthecaseofclause(i)or(ii)above,(A)suchmodification,injunction, revocation, cancellation or failure to obtain, renew, maintain or comply would not reasonably be expected to have a Material Adverse Effect, (B)such Applicable Permit is reinstated withinthirty(30) days of such modification, injunction, revocation or cancellation or failure to obtain, renew, maintain or comply or (C)such Applicable Permit expires by its terms and is no longer required for development, construction, operation, ownership or maintenance of the applicable Project.

(q)    Default in Construction. (i)The occurrence of a permanent cessation of the development and construction or operation, as applicable, of any Project or (ii)all of the development and construction or operation, as applicable, of any Project is suspended or ceases foraperiodofthirty(30)ormoreconsecutivedaysforanyreason(otherthanasaresultofaforce majeure); provided that, in the case of clause(ii), none of (A)scheduled maintenance of such Project, (B)repairs to such Project, whether or not scheduled, (C)a forced outage or scheduled outage of such Project or (D)a suspension or cessation of the development, construction or operation of such Project required by Applicable Law, shall be considered as a suspension or cessation of the development and construction or operation, as applicable, of such Project.

(r)    ERISA.AnyERISAEventshalloccurthat,eitherindividuallyortogetherwithany other ERISA Event, could reasonably be expected to have a Material Adverse Effect or could reasonablybeexpectedtoresultinmaterialliabilitytotheBorroweroranyProjectGroupMember.

(s)    Changeof Control.A Changein Control shallhave occurred.

(t)    Back-LeverageDate.TheBack-LeverageDateforaProjecthasnotoccurredprior to the applicable Project Completion Date.

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Section9.2.Remedies.Upon the occurrence and during the continuation of an Event of Default, Administrative Agent may, and at the election of the Required Lenders shall, by notice to the Borrower but without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such other notices and demands being waived, exercise any or all of the following rights and remedies (or direct Collateral Agent to so exercise), in any combination or order that Administrative Agent or the Required Lenders may elect, in addition to such other rights or remedies as Administrative Agent, Collateral Agent, the Lenders and the other Secured Parties may have hereunder, under the Security Documents or at law or in equity:

(a)    No Further Loans.Refuse, and the Lenders shall not be obligated, to make any additionalLoans,issue,renew,extendoramendanyLettersofCreditormakeanypaymentsfrom any Borrower Account or any Loss Proceeds or other funds held by Administrative Agent or the DepositaryundertheCreditDocumentsoronbehalfofBorrower,andterminateallCommitments; providedthatintheeventofaBankruptcyDefault,inadditiontotheforegoing,allCommitments shall automatically terminate.

(b)    Conversion to LC Loans.Convert Reimbursement Obligations into LC Loans whichmaybeacceleratedwiththeotherLoans;providedthatintheeventofaBankruptcyDefault, any outstanding Reimbursement Obligations shall automatically convert to LC Loans.

(c)    Cure by Administrative Agent.Without any obligation to do so, make disbursementsorLoanstooronbehalfofaBorrowertocureanyEventofDefaulthereunderand to cure any default and render any performance under any Project Documents as the Required Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Lenders’ interests therein or for any other reason, and all sums so expended,togetherwithinterestonsuchtotalamountattheDefaultRate(butinnoeventshallthe rate exceed the maximum lawful rate), shall be repaid by the Borrower to Administrative Agent ondemandandshallbesecuredbytheCreditDocuments,notwithstandingthatsuchexpenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentortheTotalBridgeLoan Commitment, as applicable.

(d)    Acceleration.Declareandmakeallsumsofoutstandingprincipalandaccruedbut unpaid interest remaining under this Agreement together with all unpaid fees, costs, charges and otheramountsduehereunderorunderanyotherCreditDocument,immediatelydueandpayable; provided that in the event of a Bankruptcy Default, all such amounts shall become immediately due and payable without further act of Administrative Agent or the Lenders or any other Person.

(e)    Cash Collateral.Apply or execute upon any amounts on deposit in any Borrower Account or any other moneys of Borrower on deposit with Depositary, or in the name of Administrative Agent, Collateral Agent or any Lender in the manner provided in the UCC and otherrelevantstatutesanddecisionsandinterpretationsthereunderwithrespecttocashcollateral.

(f)    Remedies Under Credit Documents.Exercise any and all rights and remedies availabletoitunderanyoftheCreditDocuments(includingjudicialor,ifpermittedbyApplicable

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Law,non-judicialforeclosureorpublicorprivatesaleofanyoftheCollateralpursuanttothe Security Documents and Applicable Law).

(g)    PossessionofProjects.EnterintopossessionofaProjectandperformorcauseto be performed any and all work and labor necessary to complete such Project or to operate and maintainsuchProject,andallsumsexpendedbyAdministrativeAgentinsodoing,togetherwith interestonsuchtotalamountattheDefaultRate,shallberepaidbytheBorrowertoAdministrative Agent upon demand and shall be secured by the Credit Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or the Total Bridge Loan Commitment.

(h)    Cash Collateralize LC Exposure.So long as any Letter of Credit shall remain outstanding, (a) Administrative Agent (on behalf of the Lenders) may require that the Borrower cashcollateralizethestatedamountofsuchoutstandingLetterofCreditinanamountequaltoone hundred two percent (102%) of the stated amount thereof, and on or prior to the third Business Day following the date on which the Borrower receives notice from the Administrative Agent demandingthedepositofcashcollateralpursuanttothisSection9.2(h),theBorrowershalldeposit inanaccountwiththeAdministrativeAgent,inthenameoftheAdministrativeAgentandforthe benefit of the applicable LC Issuer, the foregoing amount; provided that in the event of a Bankruptcy Default, the Administrative Agent shall be deemed to have demanded such cash collateralupontheoccurrenceandcontinuationofsuchEventofDefaultwithoutfurtheractofthe CollateralAgent,theAdministrativeAgent,theLenders,theLCIssuer,oranyotherPersonand (b) any amounts received by the Administrative Agent in respect of the stated amount of any Letters of Credit pursuant to this Section9.2(h)may be held as cash collateral for the obligation oftheBorrowertoreimbursetheLCIssuerintheeventofanydrawingunderanyLetterofCredit (and the Borrower hereby grants to the Administrative Agent a security interest in such cash collateral, as security for the Obligations).In the event any Letter of Credit in respect of which the Borrower has deposited cash collateral with the Administrative Agent is canceled or expires, such cash collateral shall be applied (i) first to the reimbursement of the applicable LC Issuer for anyunpaidReimbursementObligationsandanyfees,expensesandotheramountsrelatedthereto (including interest thereon), (ii) second, to the repayment of any LC Loans thereunder (applied first to interest and then to principal) and (iii) third, to the payment of any other outstanding Obligations then due and payable.If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Construction Account or the Revenue Account, as applicable, within three (3) Business Days after Administrative Agent has received notice that all Events of Default have been cured or waived.

Section9.3.Liquidation Waterfall.If at any time during the continuance of any Event of DefaultthereshallbeinsufficientfundsavailabletotheSecuredPartiesinaccordancewiththetermsand conditions of the Credit Documents to pay all Obligations which are then due and payable, then, all amounts from time to time thereafter held, received or recovered by or on behalf of the Secured Parties shall be applied as follows:

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(a)    first,tothepaymentofallfeesandotheramountsdueundertheCreditDocuments (i)first,onaproratabasis,totheAdministrativeAgent,theCollateralAgentandtheDepositary, in their capacity as such, and (ii) second, on a pro rata basis, to the other Secured Parties (for the avoidanceofdoubt,excluding,inthecaseoftheLCIssuingBanks,amountspayableinconnection withanyunpaidReimbursementObligationsunderaLetterofCredit),intheircapacitiesassuch;

(b)    second,onaproratabasis,toanySecuredPartywhichhastheretoforeadvancedor paidanyfeestoanyAgent,theDepositaryoranyLCIssuingBank,intheircapacitiesassuch,that wouldotherwisehavebeenpayableunderclause(a),inanamountequaltotheamountthereofso advancedorpaidbysuchSecuredPartyandforwhichsuchSecuredPartyhasnotbeenpreviously reimbursed;

(c)    third,onaproratabasis,(i)toanyaccruedbutunpaidinterestthendueandpayable in respect of the Loans and (ii) to any accrued but unpaid interest and ordinary course settlement payments then due and payable under the Permitted Hedging Agreements;

(d)    fourth,onaproratabasis,(i)tothepaymentofallprincipalandotheramountsthen dueandpayableinrespectoftheObligations,(ii)toalltermination,liquidationorotherpayments then due and owing under the Permitted Hedging Agreements above and (iii) to the cash collateralizationofthethenoutstandingamountoftheLCexposureinaccordancewith Section 9.2(h); and

(e)    last,thebalance,ifany,afterallofsuchObligationshavebeenpaidinfullincash, to the Borrower or as otherwise required by applicable law.

SECTION10.CHANGEINCIRCUMSTANCES;ACCOUNTS.

Section10.1.Change of Law.Notwithstanding any other provisions of this Agreement or any other Credit Document, if at any time after the Financial Closing Date any change in applicable law or regulationorintheinterpretationthereofmakesitunlawfulforanyLendertomakeorcontinuetomaintain any SOFR Loans, such Lender shall promptly give notice thereof to the Borrower, such Lender’s obligationstomakeormaintainSOFRLoansunderthisAgreementshallbesuspendeduntilitisnolonger unlawful for such Lender to make or maintain SOFR Loans and such Lender’s SOFR Loans shall be converted by such Lender to Base Rate Loans from such Lender, which Base Rate Loans shall not be maderatablybytheLendersbutonlyfromsuchaffectedLender;providedthatifsuchconversiontoBase Rate Loans is unlawful for such Lender, the Borrower shall prepay on demand the outstanding principal amountofanysuchaffectedSOFRLoans,togetherwithallinterestaccruedthereonandallotheramounts then due and payable to such Lender under this Agreement; provided, further, however, that if such a prepayment is required, and subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected SOFR Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

IfitbecomesillegalforanyLendertoholdorbenefitfromaLienoverrealproperty pursuanttoanylawoftheUnitedStates,suchLendershallnotifytheAdministrativeAgentand

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disclaim any benefit of such security interest to the extent of such illegality, but such illegality shallnotinvalidateorrenderunenforceablesuchLienforthebenefitofeachoftheotherLenders.

Section10.2.UnavailabilityofDepositsorInabilitytoAscertain,orInadequacyof, Compounded SOFR.Without limiting Section 12.20(b), if as of any date:

(a)    theAdministrativeAgentdetermines(whichdeterminationshallbeconclusiveand binding absent manifest error) that “Compounded SOFR” cannot be determined pursuant to the definition thereof, or

(b)    theRequiredLendersadvisetheAdministrativeAgentthatCompoundedSOFRas determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their SOFR Loans,

thentheAdministrativeAgentshallforthwithgivenoticethereoftotheBorrowerandtheLenders, whereuponuntiltheAdministrativeAgentnotifiestheBorrowerthatthecircumstancesgivingrise to such suspension no longer exist, the obligations of the Lenders to make SOFR Loans shall be suspended.Uponreceiptofsuchinitialnotice,theBorrowermayrevokeanypendingrequestfor a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein.

Section10.3.IncreasedCostandReducedReturn.

(a)    If on or after the Financial Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretationoradministrationthereof,orcompliancebyanyLender(oritsLendingOffice)with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency made or issued after the Financial Closing Date:

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

(ii)    shallsubjectanyRecipienttoanyTaxes(otherthan(A)IndemnifiedTaxes, (B) Taxesdescribedinclauses(b)through(d)ofthedefinitionof“ExcludedTaxes”and (C) ConnectionIncomeTaxes)onitsloans,loanprincipal,lettersofcredit,commitments, orotherobligations,oritsdeposits,reserves,otherliabilitiesorcapitalattributablethereto; or

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(iii)    shallimposeonanyLenderanyothercondition,costorexpense(otherthan Taxes) affecting this Agreement or Loans made by such Lender;

andtheresultofanyoftheforegoingistoincreasethecosttosuchLender(oritsLendingOffice) of making or maintaining any Loan, issuing or maintaining a Letter of Credit, or participating therein,ortoreducetheamountofanysumreceivedorreceivablebysuchLender(oritsLending Office) under this Agreement or under any other Credit Document with respect thereto, by an amountdeemedbysuchLendertobematerial,then,withinfifteen(15)daysafterdemandbysuch Lender(with a copy to the Administrative Agent),the Borrower shall be obligatedto pay to such LendersuchadditionalamountoramountsaswillcompensatesuchLenderforsuchincreasedcost or reduction (provided that, the Borrower shall not be obligated to pay any additional amount or amounts in compensation for any such increased cost or reduction that accrued or occurred more than one hundred eighty(180) days before the date of such demand, unless such increased costs or reduction is applied on a retroactive basis in which case such one hundred eighty(180) day period should be extended to include the period of retroactive effectiveness of such event).

(b)    IfanyLenderortheAdministrativeAgentshallhavedeterminedthattheadoption ofanyapplicablelaw,ruleorregulationregardingcapitaladequacy,oranychangetherein,orany changeintheinterpretationoradministrationthereofbyanyGovernmentalAuthority,centralbank orcomparableagencychargedwiththeinterpretationoradministrationthereof,ineachcaseafter theFinancialClosingDateorcompliancebyanyLender(oritsLendingOffice)oranycorporation controlling such Lender with any request or directive regarding capital adequacy (whether or not havingtheforceoflaw)ofanysuchGovernmentalAuthority,centralbankorcomparableagency made or issued after the Financial Closing Date, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a levelbelowthatwhichsuchLenderorsuchcorporationcouldhaveachievedbutforsuchadoption, changeorcompliance(takingintoconsiderationsuchLender’sorsuchcorporation’spolicieswith respect to capital adequacy) by an amount deemed by such Lender to be material, then fromtime to time, within fifteen(15) days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensatesuchLenderforsuchreduction(providedthat,theBorrowershallnotbeobligatedto payanyadditionalamountoramountsincompensationforanysuchreductionthatoccurredmore than one hundred eighty(180) days before the date of such demand, unless such reduction is appliedonaretroactivebasisinwhichcasesuch180-dayperiodshouldbeextendedtoincludethe period of retroactive effectiveness of such event).

(c)    Notwithstanding anything herein to the contrary, (x)the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y)all requests, rules, guidelines or directives concerning capitaladequacypromulgatedbytheBankforInternationalSettlements,theBaselCommitteeon Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall,in each case,be deemed tobe a changein Applicable Lawregardless of the date enacted, adopted or issued.

(d)    AcertificateofaLenderclaimingcompensationunderthisSection10.3andsetting forththeadditionalamountoramountstobepaidtoithereundershallbeprimafacieevidenceas

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to the amount thereof if reasonably determined.In determining such amount, such Lender may use any reasonable averaging and attribution methods.

(e)    IfanyLenderrequestscompensationunderthisSection10.3,oriftheBorroweris required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section12, then the Borrower may, at its sole expense and effort,uponnoticetosuchLenderandtheAdministrativeAgent,requiretheLendertoassignand delegate, without recourse (in accordance with and subject to the restrictions contained inSection12.19), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i)if such assignee is not a Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,fromtheassignee(totheextentofsuchoutstandingprincipalandaccruedinterestand fees or cash collateralization of any outstanding Letters of Credit) or the Borrower (in the case of all other amounts) and (iii)in the case of any such assignment resulting from a claim for compensation under this Section10.3or payments required to be made pursuant to Section12, suchassignmentwillresultinareductioninsuchcompensationorpayments.ALendershallnot berequiredtomakeanysuchassignmentanddelegationif,priorthereto,asaresultofawaiverby suchLenderorotherwise,thecircumstancesentitlingtheBorrowertorequiresuchassignmentand delegation cease to apply.

Section10.4.LendingOffices.EachLendermay,atitsoption,electtomakeitsLoanshereunder at the branch, office or Affiliate specified on the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or at such other of its branches, offices or Affiliates asitmayfromtimetotimeelectanddesignateinawrittennoticetotheBorrowerandtheAdministrative Agent.IfanyLenderrequestscompensationunderSection10.3,oriftheBorrowerisrequiredtopayany additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section12, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate adifferentLendingOfficeforfundingorbookingitsLoanshereunderortoassignitsrightsandobligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i)would eliminate or reduce amounts payable pursuant to Section10.3or Section12,asthecasemaybe,inthefuture,and(ii)wouldnotsubjectsuchLendertoanyunreimbursed costorexpenseandwouldnototherwisebedisadvantageoustosuchLender.TheBorrowerherebyagrees topayallreasonablecostsandexpensesincurredbyanyLenderinconnectionwithanysuchdesignation or assignment.

SECTION11.THEAGENTS.

Section11.1.Appointment and Authorization of the Agents.Each Lender hereby appoints Natixis, New York Branch as the Administrative Agent under the Credit Documents and Natixis, New York Branch as the Collateral Agent under the Credit Documents, and hereby authorizes each Agent to take such action as the Administrative Agent or Collateral Agent, as applicable, on its behalf and to exercise such powers under the Credit Documents as are delegated to such Agent by the terms thereof, togetherwithsuchpowersasarereasonablyincidentalthereto.TheLendersexpresslyagreethatthe

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Agents are not acting as a fiduciary of the Lenders in respect of the Credit Documents, the Borrower or otherwise, and nothing herein or in any of the other Credit Documents shall result in any duties or obligations on any Agent or any of the Lenders except as expressly set forth herein.Use of the term “agent” in this Agreement or in any other Credit Document (or any other similar term) with reference to eitherAgentdoesnotconnote(andisnotintendedtoconnote),anyfiduciaryorotherimplied(orexpress) obligation arising under agency doctrine of any applicable law.Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between the contracting parties.The Borrower agrees to pay to each Agent such fees and other charges as may be separately agreed in writing.Any entity into which the Administrative Agent in its individual capacity maybemergedorconvertedorwithwhichitmaybeconsolidated,oranycorporationresultingfromany merger,conversionorconsolidationtowhichtheAdministrativeAgentinitsindividualcapacityshallbe a party, or any corporation to which substantially all of the corporate trust or agency business of the Administrative Agent in its individual capacity may be transferred, shall be the Administrative Agent under this Agreement without further action.The Collateral Agent may merge or convert into, or consolidate with, another Person (other than the Borrower or any Affiliate of the Borrower) or sell or transferallorsubstantiallyallofitscorporatetrustbusinesstoanyPerson(otherthantheBorrowerorany AffiliateoftheBorrower),andanyPerson(otherthantheBorroweroranyAffiliateoftheBorrower)into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person (other than the Borrower or any Affiliate of the Borrower) succeeding to all or substantially all of the corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent under the Credit Documents without the execution or filing of any paper or any further act on the part of any of the parties hereto (provided, however, that the Collateral Agent shall provide notice of such merger, conversion or consolidation, or such sale or transfer, to the Administrative Agent andtheBorrower),exceptwhereaninstrumentoftransferorassignmentisrequiredbylawtoeffectsuch succession,anythinghereintothecontrarynotwithstanding.Fortheavoidanceofdoubt,anyPerson(other than the Borrower or any Affiliate of the Borrower) who shall succeed to the Collateral Agent under the precedingsentenceshallnotberequiredtomeettherequirementssetforthinSection11.6forasuccessor appointed by a retiring Agent.

Section11.2.Agents and Their Affiliates.Each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any other Lender and may exercise or refrain fromexercisingsuchrightsandpowersasthoughitwerenotanAgent,andtheAgentsandtheirAffiliates mayacceptdepositsfrom,lendmoneyto,andgenerallyengageinanykindofbusinesswiththeBorrower or any Affiliate of the Borrower as if it were not an Agent under the Credit Documents.The term “Lender”asusedhereinandinallotherCreditDocuments,unlessthecontextotherwiseclearlyrequires, includes the Administrative Agent and the Collateral Agent in their individual capacities as Lenders, if applicable.

Section11.3.Actionby Agents.

(a)    IftheAdministrativeAgentreceivesfromtheBorrowerawrittennoticeofDefault or an Event of Default pursuant to Section7.9hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof.The obligations of the Agents under the Credit Documentsareonlythoseexpresslysetforththerein.Withoutlimitingthegeneralityofthe

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foregoing, no Agent shall be required to take any action under any Credit Document with respect to any Default or Event of Default.

(b)    The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Borrower.In all cases inwhichtheCreditDocumentsdonotrequiretheAdministrativeAgenttotakespecificaction,the Administrative Agent shall be fully justified in using its discretion in failing to take any action thereunder.AnyinstructionsoftheRequiredLenders,orofanyothergroupofLenderscalledfor under the specific provisions of the Credit Documents, shall be binding upon all the Lenders and the holders of the Obligations.The Administrative Agent shall not have any duty to take any discretionaryactionorexerciseanydiscretionarypowerhereunderorunderanyCreditDocument except as expressly instructed in accordance with the terms of such Credit Document; provided that the Administrative Agent shall not be required to take any action which is contrary to any provisionoftheCreditDocumentsorApplicableLaw,including,fortheavoidanceofdoubt,any action that may be in violation of the automatic stay or that may effect a forfeiture, modification orterminationofapropertyinterestinviolationofanyapplicablebankruptcy/insolvencylawsand theAdministrativeAgentshallinallcasesbefullyjustifiedinfailingorrefusingtoactunderthis Agreement or any other Credit Document unless it first receives further assurances of its indemnification from the Lenders or the Borrower that the Administrative Agent reasonably believes it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders.

(c)    The Collateral Agent shall not be deemed to have knowledge of, or be required to actupon,anyDefaultorEventofDefaultunlessanduntilnoticedescribingsuchDefaultisgiven to a responsible officer of the Collateral Agent in writing by the Borrower or the Administrative Agent, referring to this Agreement, describing such Default or Event of Default and stating that suchnoticeisa“noticeofdefault,”andtheCollateralAgentshallhavenodutytotakeanyaction todeterminewhetheranysucheventhasoccurred.TheCollateralAgentshallnothaveanyduties orobligationsexceptthoseexpresslysetforthhereinandintheotherCreditDocumentstowhich the Collateral Agent is a party, and its duties hereunder and thereunder shall be administrative in nature.Without limiting the generality of the foregoing, the Collateral Agent:

(i)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herebyorbytheotherCreditDocumentstowhichtheCollateralAgentisaspartythatthe CollateralAgentisrequiredtoexerciseasdirectedinwritingbytheAdministrativeAgent; providedthattheCollateralAgentshallnotberequiredtotakeanyactionthat,initsopinion ortheopinionofitscounsel,mayexposetheCollateralAgenttoliabilityorthatiscontrary toanyCreditDocumentorApplicableLaw,includingfortheavoidanceofdoubtanyaction that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(iii)    shall not, except as expressly set forth herein and in the other Credit Documents to which the Collateral Agent is a party, have any duty to disclose, and shall notbeliableforthefailuretodisclose,anyinformationrelatingtotheBorroweroranyof its Affiliates that is communicated to or obtained by the Person serving as the Collateral Agent or any of its Affiliates in any capacity.

(d)    TheauthoritytoenforcerightsandremediesunderthisAgreementandotherCredit Documents against the Borrower or shall be vested in, and all actions and proceedings at law in connectionwithsuchenforcementshallbeinstitutedandmaintainedby,theAdministrativeAgent for the benefit of all the Lenders and the LC Issuers.

Section11.4.Liability of AdministrativeAgent; Credit Decision.

(a)    Neither the Administrative Agent nor its directors, officers, agents or employees shallbeliableforanyactiontakenornottakenbyitinconnectionwiththeCreditDocuments: (i)withtheconsentorattherequestoftheRequiredLendersor(ii)intheabsenceofitsowngross negligenceorwillfulmisconductasdeterminedinafinalandnon-appealablejudgmentbyacourt of competent jurisdiction.Notwithstanding any other provision of the Credit Documents, the CollateralAgentshallnotbeliableforanyactiontakenornottakenbyit(i)withtheconsentorat the request or direction of the Administrative Agent or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.

(b)    Neither Agent nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify: (A)any statement, warranty or representation made in connection with this Agreement, any other Credit Document orany Credit Event;(B)theperformanceorobservanceof anyof the covenants oragreements of the Borrower or any other Person contained herein or in any other Credit Document; (C)the satisfaction of any condition specified in Section6hereof, except receipt of items required to be delivered to the Administrative Agent or the Collateral Agent, as applicable; or (D)the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of anyotherCreditDocumentorofanyotherdocumentsorwritingfurnishedinconnectionwithany CreditDocumentorofanyCollateral;andneitherAgentmakesanyrepresentationofanykindor character with respect to any such matter mentioned in this sentence.The Agents may consult with legal counsel, independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(c)    EachAgentmayexecuteanyofitsdutiesunderanyoftheCreditDocumentsbyor through employees, agents (including, without limitation, affiliates), and attorneys-in-fact and shall not be answerable to the Lenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such agent or attorney-in-fact.

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(d)    Each Agent shall (i)not incur any liability by acting in reliance upon any notice, consent, certificate, or other document or statement(whether written or oral) believed by it to be genuine or to be sent by the proper party or parties and (ii)be entitled to conclusively rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranetwebsitepostingorotherdistribution)believedbyittobegenuineandtohavebeensigned, sent or otherwise authenticated by the proper person, in each case, to the extent delivered or received in accordance with the terms of the Credit Documents.The Agents may also rely upon anystatementmadetoitorallyorbytelephoneandbelievedbyittohavebeenmadebytheproper person,andshallnotincuranyliabilityforrelyingthereon,ineachcase,totheextentdeliveredor received in accordance with the terms of the Credit Documents.

(e)    In determining compliance with any condition to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, the Administrative Agent may presumethatsuchconditionissatisfactorytosuchLenderorLCIssuerunlesstheAdministrative Agent receives notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Letter of Credit.No Agent shall have any duty whatsoever to investigateorverifywhetheranysignatureisgenuineorauthorizedorwhethertheinformationin anysuchcommunication,instruction,certificate,noticeorotherdocumentisgenuineoraccurate. In particular and without limiting any of the foregoing, neither Agent shall be responsible for or haveanydutytoascertainorinquireinto(i)anystatement,warrantyorrepresentationmadeinor in connection with this Agreement or any other Credit Document, (ii)the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii)the performance or observance of any covenant, agreement or other term or condition set forth herein or therein or the occurrence of any default, (iv)the validity, enforceability,effectivenessorgenuinenessofthisAgreement,anyotherCreditDocumentorany other agreement, instrument or document, or (v)the satisfaction of any conditions precedent set forth in this Agreement, other than to confirm receipt of items expressly required to be delivered to the applicable Agent.The Administrative Agent may treat the payee of any Obligation as the holderthereof until writtennoticeof transfer shall havebeen filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent.

(f)    In no event shall any Agent be required to expend or risk any of its own funds or, except as provided in clause(a)of this Section11.4, otherwise incur any liability, financial or otherwise, in the performance of its duties under the Credit Documents or in the exercise of any of its rights or powers under the Credit Documents.

(g)    Each Lender acknowledges that it has independently and without reliance on the AdministrativeAgent,theCollateralAgentoranyotherLender,andbaseduponsuchinformation, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents.It shall be the responsibility of each Lender to keep itself informed as to the creditworthiness of the Borrower and its Subsidiaries, and the Administrative Agent shall not have any liability to any Lender with respect thereto.For purposesof thisSection 11.4(g), the term “Lender”includeseach LC Issuer.

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(h)    NeitherAgentshallhaveanydutytodisclose,andshallnotbeliableforthefailure todisclose,exceptasexpresslysetforthinthisAgreementandintheotherCreditDocuments,any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Administrative Agent or the Collateral Agent or any of their Affiliates in any capacity.

(i)    NeithertheAdministrativeAgentnortheCollateralAgentshallincuranyliability fornotperforminganyactorfulfillinganyduty,obligationorresponsibilityhereunderbyreason of any occurrence beyond the control of such Agent (including but not limited to any act of God, riots, wars, fires, earthquakes or other natural disasters, terrorism, provision of any present or future law or regulation or act of any governmental authority, civil unrest, labor dispute, disease, epidemic or pandemic, quarantine, national emergency, utility failure, computer hardware or softwarefailure,malwareorransomwareattack,communicationssystemfailure,unavailabilityof the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system).

Section11.5. Indemnity.The Lenders shall ratably, in accordance with their respective Proportionate Shares, indemnify and hold the Administrative Agent and the Collateral Agent, in their respective capacities hereunder, and their respective directors, officers, employees, agents, advisors, and representativesharmlessfromandagainstanyliabilities,losses,costsorexpensessufferedorincurredby any of them under any Credit Document or in connection with the transactions contemplated thereby (includingwithoutlimitation,inthecaseoftheCollateralAgent,theperformanceoftheCollateralAgent’s obligationsunderanycontrolagreement,includinganyamountspayablebytheCollateralAgenttoabank or securities intermediary under a control agreement for fees, expenses or indemnification of the bank or securities intermediary), regardless of when asserted or arising, except to the extent they are promptly reimbursedforthesamebytheBorrowerandexcepttotheextentthatanyeventgivingrisetoaclaimwas causedbythegrossnegligenceorwillfulmisconductofthepartyseekingtobeindemnifiedasdetermined in a final and non-appealable judgment by a court of competent jurisdiction.The obligations of the LendersunderthisSection11.5shallsurviveterminationofthisAgreementortheresignationorremoval of the applicable Agent.Each Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to such Agent hereunder (whetherasfundingsofparticipations,indemnitiesorotherwise),butshallnotbeentitledtooffsetagainst amounts owed to such Agent by any Lender arising outside of this Agreement and the other Credit Documents.TothefullestextentpermittedbyApplicableLaw,innoeventshallanyAgentoritsofficers, directors, employees, agents and advisors (each such person being called an “Agent Indemnitee”) be liable, for indirect, special, punitive, consequential orexemplary damages (as opposed to direct or actual damages)arisingoutof,inconnectionwith,orasaresultof,thisAgreement,anyotherCreditDocument ortheuseoftheproceedsthereof.NoAgentIndemniteeshallbeliableforanydamagesarisingfromthe use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this AgreementortheotherCreditDocumentsorthetransactionscontemplatedthereby.TheLendershereby confirm their obligations to the Depositary pursuant to Section 7.2(b) of the Depositary Agreement.

Section11.6.ResignationofAgentandSuccessorAgent.

(a)    EitherAgentmayresignatanytimebygivingwrittennoticethereoftotheLenders (inthecaseoftheAdministrativeAgent)ortheAdministrativeAgent(inthecaseoftheCollateral

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Agent) and the Borrower.The Borrower may require the Administrative Agent to resign in the event that the Borrower is required to pay any Indemnified Taxes or additional amounts to the AdministrativeAgentoranyGovernmentalAuthorityfortheaccountoftheAdministrativeAgent pursuant to Section 12.1or Section 12.3.

(b)    Upon the resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent.If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty(30) days after the retiring Agent’sgivingofnoticeofresignation,thentheretiringAgentmay(butshallnotberequiredto), on behalf of the Lenders, appoint a successor Agent which may be any Lender hereunder or any commercialbankorganizedunderthelawsoftheUnitedStatesofAmericaorofanyStatethereof andhavingacombinedcapitalandsurplusofatleast$500,000,000;providedthat,notwithstanding any of the foregoing, if the Borrower shall fail to provide its consent to a successor Agent within thirty(30) days of the retiring Agent’s notice of resignation (and the Required Lenders shall otherwisehaveappointedasuccessorAgentinaccordancewiththisclause(b))oriftheRequired Lenders shall have failed to appoint a successor Agent in accordance with this clause (b), the retiringAgentshallbeentitledtoapplytoacourtofcompetentjurisdictionfortheappointmentof a successor Agent or for other appropriate relief.The reasonable and documented out-of-pocket costs and expenses (including its reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Agents in connection with such proceeding shall be paid by the Borrower.Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, no successor Agent shall be appointed without the consent of the Borrower (which consent shall not be unreasonably withheld or delayed).

(c)    Upon the acceptance of its appointment as the Administrative Agent or the Collateral Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Credit Documents, and the retiring Agentshallbedischargedfromitsdutiesandobligationsinsuchcapacitythereunderfirstaccrued afterthedateofsuchacceptance(otherthanitsdutiesandobligationsunderSection12.31ofthis Agreement).After any retiring Agent’s resignation hereunder, the provisions of this Section11,Section 12.24, Article 7 of the Depositary Agreement and all protective provisions of the Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it wasanAgent,butnosuccessorAgentshallinanyeventbeliableorresponsibleforanyactionsof its predecessor.

(d)    If an Agent resigns and no successor is appointed within thirty (30) days of such Agent’s notice of resignation, the rights and obligations of such Agent shall be automatically assumedbytheRequiredLendersand(i)theBorrowershallbedirectedtomakeallpaymentsdue each Lender hereunder directly to such Lender and (ii)such Agent’s rights in the Security Documents (if any) shall be assigned without representation, recourse or warranty to the Lenders as their interests may appear.

Section 11.7.[Reserved].

Section11.8.Designation of Additional Agents.With the prior consent of the Borrower, the AdministrativeAgentshallhavethecontinuingright,forpurposeshereof,atanytimeandfromtimeto

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time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentationagents,”“bookrunners,”“leadarrangers,”“arrangers,”orotherdesignationsforpurposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

Section11.9.ErroneousPaymentstoAdministrativeAgent.

(a)    EachLenderherebyagreesthat(i)iftheAdministrativeAgentnotifiessuchLender thattheAdministrativeAgenthasdeterminedinitssolediscretionthatanyfundsreceivedbysuch Lender from the Administrative Agent or any of its Affiliates were mistakenly or erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent the amount ofanysuchErroneousPayment(orportionthereof)astowhichsuchademandwasmade,insame dayfunds(inthecurrencysoreceived),togetherwithinterestthereoninrespectofeachdayfrom andincludingthedatesuchErroneousPayment(orportionthereof)wasreceivedbysuchLender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with bankingindustryrulesoninterbankcompensationfromtimetotimeineffectand(ii)totheextent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “dischargeforvalue”oranysimilardoctrine.AnoticeoftheAdministrativeAgenttoanyLender under this clause (a)shall be conclusive, absent manifest error.

(b)    Without limiting immediately preceding clause(a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (x)that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), (y)that was not preceded or accompaniedbyanErroneousPaymentNotice,or(z)thatsuchLenderotherwisebecomesaware wastransmitted,orreceived,inerrororbymistake(inwholeorinpart),ineachcase,anerrorhas been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous Payment, and to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value”oranysimilardoctrine.EachLenderagreesthat,ineachsuchcase,itshallpromptly(and, inallevents,withintwo(2)BusinessDaysofitsknowledge(ordeemedknowledge)ofsucherror) notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent,itshallpromptly,butinalleventsnolaterthantwo(2)BusinessDaysthereafter,returnto theAdministrativeAgenttheamountofanysuchErroneousPayment(orportionthereof)asto

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which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c)    The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any of its Subsidiaries, except, in each case, to the extent such Erroneous Payment (solely with respect to the amount of such Erroneous Payment that is comprised of funds received by the Administrative Agent from the Borrower or any of its Subsidiaries) is not returned by the recipient in accordance with this Section11.9,inwhichcaseitshalldischarge,dollarfordollar,ObligationsowedbytheBorrower to such recipient.The Borrower shall be permitted to enforce this Section11.9, and the parties hereto agree that remedies at law may not be a sufficient remedy and that the Borrower shall be entitledtospecificperformanceofthetermsofthisSection11.9,withoutthenecessityofproving theinadequacyofmoneydamagesasaremedy,inadditiontoanyotherremedyatlaworinequity.

(d)    Each party’s obligations under this Section11.9shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

(e)    For purposes of this Section 11.9, the term “Lender” includes each LC Issuer.

Section11.10.IndependentConsultants.AdministrativeAgent,initsreasonablediscretion, mayremovefromtimetotime,anyoneormoreoftheIndependentConsultantsandappointreplacements reasonablyacceptabletoBorrower.NoticeofanyreplacementIndependentConsultantshallbegivenby Administrative Agent to Borrower, the Lenders and to the Independent Consultant being replaced.All reasonable fees and expenses of the Independent Consultants (whether the original Independent Consultants or replacements) shall be paid by Borrower; provided, however, that unless a Default or an EventofDefaultshallhaveoccurredandbecontinuing,AdministrativeAgentshallrequestthateachsuch IndependentConsultantprovideBorrowerwithitsproposedscopeofworkandproposedbudgettherefor, andshallconsultwithandseektheconsentofBorrower(suchconsentnottobeunreasonablywithheldor delayed) with regard to the matters contained therein.

Section 11.11. CollateralAgent.

(a)    Each Lender authorizes and directs the Collateral Agent to enter into the Credit Documents to which the Collateral Agent is a party on the date hereof on behalf of and for the benefit of the Secured Parties.Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Credit Documents, the Collateral Agentshallhavealloftherights,immunities,indemnitiesandotherprotectionsgrantedtoitunder this Agreement (in addition to those that may be granted to it under the terms of such other agreement or agreements).

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(b)    Deliveryofreports,documentsandotherinformationtotheCollateralAgentisfor informationalpurposesonlyandtheCollateralAgent’sreceiptoftheforegoingshallnotconstitute constructive knowledge of any event or circumstance or any information contained therein or determinable from information contained therein.Information contained in notices, reports or other documents delivered to the Collateral Agent and other publicly available information shall not constitute actual or constructive knowledge.

(c)    NotwithstandinganyprovisionofthisAgreementortheotherCreditDocumentsto the contrary, before taking or omitting any action to be taken or omitted by the Collateral Agent underthetermsofthisAgreementandtheotherCreditDocuments,theCollateralAgentmayseek the written direction of the Administrative Agent (which written direction may be in the form of an email), and the Collateral Agent shall be entitled to rely (and is fully protected in so relying) upon such direction.The Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in accordance with such direction.If the Collateral Agent requests such direction with respect to any action, the Collateral Agent is entitled to refrain from such action unless and until the Collateral Agent has received such direction, and the Collateral Agent does not incur liability to any Person by reason of so refraining.If the Collateral Agent so requests, it mustfirstbeindemnifiedtoitssatisfactionbytheLendersagainstanyandallfees,losses,liabilities andexpenseswhichmaybeincurredbytheCollateralAgentbyreasonoftakingorcontinuingto take, or omitting, any action directed by the Administrative Agent.Any provision of this AgreementortheotherCreditDocumentsauthorizingtheCollateralAgenttotakeanyactiondoes notobligatetheCollateralAgenttotakesuchaction.Notwithstandinganythingelsetothecontrary herein or in the other Credit Documents, whenever reference is made in this Agreement or any other Credit Document to any discretionary action by, consent, designation, specification, requirementorapprovalof,notice,requestorothercommunicationfrom,orotherdirectiongiven oractiontobeundertakenortobe(ornottobe)sufferedoromittedbytheCollateralAgentorto any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that the Collateral Agent shall be acting at the direction of the Administrative Agent and shall be fully protected in acting pursuant to such directions.

(d)    If at any time the Collateral Agent is served with any judicial or administrative order,judgment,decree,writorotherformofjudicialoradministrativeprocess(including,butnot limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any Collateral), the Collateral Agent is authorized to comply therewith inanymannerasitoritslegalcounselofitsownchoosingdeemsappropriate;andiftheCollateral Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Collateral Agent shall not be liable to any of the parties hereto or to any other Person even though such order, judgment, decree, writ or process maybesubsequentlymodifiedorvacatedorotherwisedeterminedtohavebeenwithoutlegalforce or effect.

(e)    Not less than four (4) Business Days (or such shorter period as may be agreed to by the Collateral Agent) prior to any payment, distribution or transfer of funds by the Collateral Agent to any Person under the Credit Documents, the payee shall provide to the Collateral Agent suchdocumentationandinformationasmayberequestedbytheCollateralAgent(unlesssuch

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Person has previously provided the documentation or information, and so long as such documentationorinformationremainaccurateandtrue).TheCollateralAgentshallhavenoduty, obligation or liability to make any payment to any Person unless it has timely received such documentationandinformationwithrespecttosuchPerson,whichdocumentationandinformation shall be reasonably satisfactory to the Collateral Agent.The Collateral Agent shall have no responsibility for interest or income on any funds held by it under the Credit Documents and any funds so held shall be held uninvested pending distribution thereof.

(f)    TheCollateralAgentshallnotberesponsibleforandshallnothaveanyobligation whatsoever to assure (i) that the Collateral exists or is owned (whether in fee or by leasehold) by thePersonpurportingtoownit,oriscaredfor,protected,orinsuredorhasbeenencumbered,(ii) thegenuinenessorvalueofanyCollateralorthevalidityorsufficiencyofanyagreementcontained thereinorthevalidityofthetitleofanyLoanPartytotheCollateral,or(iii)thattheLiensgranted to the Collateral Agent herein or pursuant to the Credit Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority.Notwithstanding anything contained in the Credit Documents or otherwise to the contrary, the Collateral Agent shall not have any duty to (i) file or prepare any financing or continuationstatementsorrecordanydocumentsorinstrumentsinanypublicofficeforpurposes of creating, perfecting or maintaining any Lien or security interest created under the Credit Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, monitor or maintain the Collateral; (iv) pay any taxes, charges, assessments or liens upon the Collateral; or (v) take any action to protect against any diminution in value of the Collateral.The actions described in items (i) through (v) shall be the sole responsibility of the Borrower.

(g)    IntheeventthattheCollateralAgentisrequiredtoacquiretitletoanassetforany reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligationforthebenefitofanother,whichintheCollateralAgent’ssolediscretionmaycausethe Collateral Agent to be considered an “owner or operator” under any Environmental Laws or otherwisecausetheCollateralAgenttoincur,orbeexposedto,anyenvironmentalliabilityorany liabilityunderanyApplicableLaw,theCollateralAgentreservestheright,insteadoftakingsuch action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of theassettoacourtappointedreceiver(attheexpenseoftheBorrower).TheCollateralAgentwill not be liable to any Person for any environmental liability or any environmental claims or contributionactionsunderanyEnvironmentalLawbyreasonoftheCollateralAgent’sactionsand conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any Hazardous Materials into the environment.

(h)    The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to dealwithitinthesamemannerastheCollateralAgentdealswithsimilarpropertyfortheaccount of other customers in similar transactions.The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers.Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accountingformoneysactuallyreceivedbyithereunder,theCollateralAgentshallhavenoduty

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astothecollectionorprotectionoftheCollateraloranyincomethereon,norastothepreservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto.

(i)    TheCollateralAgentshallbeentitledtorelyonanydirection,instruction,request, consent or other communication from the Administrative Agent without inquiry into whether the Administrative Agent has received any concurrence or direction of any Secured Parties.The Collateral Agent shall not have any obligation or duty with respect to the identity of any Lender oranyotherSecuredPartyortheamountofanyObligationsowingtoanySecuredParty,andmay rely exclusively on information provided by the Administrative Agent in connection therewith. The Collateral Agent may rely without investigation on a determination by the Administrative AgentregardingwhetherornottheRequiredLendersoranyLenderhastakenanyactionorgiven any direction, request, consent or approval, required or permitted to be given or taken, as applicable, under the Credit Documents.The Collateral Agent shall have no duty, obligation or liabilitywithrespecttotheidentitiesoftheLenders,theamountoftheLoanoranyportionthereof heldbyanyLender,theRegisterortheamountoftheObligations(otherthanamountspayableto the Collateral Agent), and the Collateral Agent may rely on the Administrative Agent’s determination with respect to all such matters.

SECTION12.MISCELLANEOUS.

Section12.1.PaymentsFreeofWithholdingTaxes.Anyandallpaymentsbyoronaccountof any obligation of any Loan Party under any Credit Document shall be made without deduction or withholdingforanyTaxes,exceptasrequiredbyApplicableLaw.IfanyApplicableLaw(asdetermined in the good faith discretion of the applicable Loan Party or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by such Loan Party or the Administrative Agent,thentheapplicableLoanPartyortheAdministrativeAgentshallbeentitledtomakesuchdeduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholdinghasbeenmade(includingsuchdeductionsandwithholdingsofIndemnifiedTaxesapplicable to additional sums payable under this Section12.1) the applicable Lender or Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Section12.2.PaymentofOtherTaxesbytheBorrower.TheBorrowershalltimelypaytothe relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

Section12.3.IndemnificationbytheBorrower.TheBorrowershallindemnifyeachLenderor Agent, within ten(10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section12) payable or paid by any such Lender or Agent or required to be withheld or deducted from a payment to such Lender or Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amount of such payment or liability delivered to the applicable Loan Party by such Lender or Agent shall be conclusive evidence as to the amount thereof, absent manifest error.

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Section12.4.EvidenceofPayments.AssoonaspracticableafteranypaymentofTaxesbyany Loan Party to a Governmental Authority pursuant to this Section12, such Loan Party shall deliver to the Administrative Agent the original or certified copy of a receipt issued by such Governmental Authority evidencingsuchpayment,acopyofthereturnreportingsuchpaymentorotherevidenceofsuchpayment reasonably satisfactory to the Administrative Agent.

Section12.5.Status ofLender.

(a)    IfanyLenderisentitledtoanexemptionfromorreductionofwithholdingTaxwith respecttopaymentsmadeunderanyCreditDocument,itshalldelivertoeachLoanPartyandthe Administrative Agent, on or prior to the date such Lender acquires an interest in a Loan, and subsequently, at the time or times reasonably requested by any Loan Party or the Administrative Agent,suchproperlycompletedandexecuteddocumentationreasonablyrequestedaswillpermit such payments to be made without withholding or at a reduced rate of withholding.In addition, eachLender,onorpriortothedatesuchLenderacquiresaninterestinaLoan,andsubsequently, if reasonably requested by any Loan Party or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or so requested by such Loan Party or the Administrative Agent as will enable such Loan Party or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion,executionandsubmissionofsuchdocumentation(otherthansuchdocumentationset forthinclauses(b)(i),(b)(ii)and(b)(iv)below)shallnotberequiredifinsuchLender’sreasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender.

If a Loan Party becomes obligated to pay any Indemnified Taxes pursuant to this Agreement,eachLenderandtheAdministrativeAgentherebyagreetocooperatewithsuchLoan Party,atthecostandexpenseofsuchLoanParty,toavoidtheimpositionofsuchTax,including, withoutlimitation,bydesignatingadifferentlendingofficefortheLoansofsuchLenderincurring such Tax or otherwise restructuring the transactions contemplated by this Agreement; provided that, such designation or restructuring will not, in the reasonable opinion of such Lender or the Administrative Agent, be disadvantageous to such Person.

Each Lender shall severally indemnify the Administrative Agent, within 10 days after demandtherefor,for(i)anyIndemnifiedTaxesattributabletosuchLender(butonlytotheextent that the Borrower has not already indemnified the Administrative Agent for such Indemnified TaxesandwithoutlimitingtheobligationoftheBorrowertodoso),(ii)anyTaxesattributableto such Lender’s failure to comply with the provisions of Section 12.18relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, thatarepayableorpaidbytheAdministrativeAgentinconnectionwithanyCreditDocument,and anyreasonableexpensesarisingtherefromorwithrespectthereto,whetherornotsuchTaxeswere correctlyorlegallyimposedorassertedbytherelevantGovernmentalAuthority.Acertificateas to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.Each Lender hereby authorizes the Administrative AgenttosetoffandapplyanyandallamountsatanytimeowingtosuchLenderunderanyCredit

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DocumentorotherwisepayablebytheAdministrativeAgenttotheLenderfromanyothersource against any amount due to the Administrative Agent under this paragraph (a).

(b)    Withoutlimitingthegeneralityoftheforegoing,intheeventthatanyLoanPartyis a U.S. Person,

(i)    ifanyLenderisaU.S.PersonitshalldelivertotheBorrower(forthebenefit of each other Loan Party) and the Administrative Agent on or prior to the date on which such Lender becomes party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), copies of executed IRS FormW-9certifyingthatsuchLenderisexemptfromU.S.federalbackupwithholdingtax;

(ii)    if any Lender is not a U.S.Person it shall, to the extent it is legally entitled to do so, deliver to the Borrower (for the benefit of each other Loan Party) and the AdministrativeAgent(insuchnumberofcopiesasshallberequestedbytherecipient)on orpriortothedateonwhichsuchLenderbecomespartytothisAgreement(andfromtime to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)    inthecaseofaLenderthatisnotaU.S.Personclaimingthebenefits of an income tax treaty to which the United States is a party (x)with respect to payments ofinterestunderanyCreditDocument,copiesofexecutedIRSFormW-8BENorW-8BEN-E (or, in each case, an applicable successor form) establishing an exemption from,orreductionof,U.S.federalwithholdingtaxpursuanttothe“interest”articleofsuch tax treaty and (y)with respect to any other applicable payments under any Credit Document, IRS FormW-8BEN or W-8BEN-E (or, in each case, an applicable successor form) establishing an exemption from, or reduction of, U.S.federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)    copiesofexecutedIRSFormW-8ECI;

(3)    inthecaseofaLenderthatisnotaU.S.Personclaimingthebenefits of the exemption for portfolio interest under Section881(c) of the Code, (x)a certificate substantiallyintheformofExhibitD-1totheeffectthatsuchLenderisnota“bank”within the meaning of Section881(c)(3)(A) of the Code, a “10percent shareholder” of the BorrowerwithinthemeaningofSection871(h)(3)(B)oftheCode,ora“controlledforeign corporation” related to the Borrower as described in Section881(c)(3)(C) of the Code (a “U.S.Tax Compliance Certificate”) and (y)copies of executed IRS FormW-8BEN or W-8BEN-E (or, in each case, an applicable successor form); or

(4)    to the extent a Lender that is not a U.S.Person is not the beneficial owner, copies of executed IRS FormW-8IMY, accompanied by IRS FormW-8ECI, IRS FormW-8BENorW-8BEN-E(or,ineachcase,anapplicablesuccessorform),aU.S.Tax ComplianceCertificatesubstantiallyintheformofExhibitD-2orExhibitD-3,IRS FormW-9,and/orothercertificationdocumentsfromeachbeneficialowner,asapplicable; providedthat,ifsuchLenderistreatedasapartnershipforU.S.federalincometax

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purposes and one or more direct or indirect partners of such Lender are claiming the portfoliointerestexemption,suchLendermayprovideaU.S.TaxComplianceCertificate substantially in the form of ExhibitD-4hereto on behalf of each such direct and indirect partner.

(iii)    anyLenderthatisnotaU.S.Personshall,totheextentitislegallyentitled to do so, deliver to the Borrower (for the benefit of each other Loan Party) and the Administrative Agent (in such number of copies as shall be requested) on or prior to the date on which such Lender becomes party to this Agreement (and from time to time thereafteruponthereasonablerequestoftheBorrowerortheAdministrativeAgent),copies ofanyotherexecutedformprescribedbyApplicableLawasabasisforclaimingexemption from or a reduction in U.S.federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower,anyotherLoanPartyortheAdministrativeAgenttodeterminethewithholding or deduction required to be made; and

(iv)    if a payment made to any Lender under any Credit Document would be subject to U.S.federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained inSection1471(b)or1472(b)oftheCode,asapplicable),suchLendershalldelivertothe BorrowerandtheAdministrativeAgentatthetimeortimesprescribedbyApplicableLaw and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requestedbytheBorrowerortheAdministrativeAgentasmaybenecessaryforanyLoan Party and the Administrative Agent to comply with its obligations under FATCA and to determinethatsuchLenderhascompliedwithsuchLender’sobligationsunderFATCAor to determine the amount, if any, to deduct and withhold from such payment.Solely for purposes of this clause(iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify theBorrowerandtheAdministrativeAgentinwritingofitslegalinabilitytodoso.Forpurposes of Section 12.5, the term “Lender” includes each LC Issuer.

Section12.6.StatusoftheAdministrativeAgent.OnorbeforethedateonwhichNatixis,New YorkBranch(andanysuccessororreplacementAdministrativeAgent)becomestheAdministrativeAgent hereunder,itshalldelivertotheBorrowertwocopiesofdulyexecutedIRSFormW-9,W-8ECIor W-8BEN-E (as applicable with respect to any payments to be received on its own behalf) and IRS Form W-8IMY or W-9 (as applicable for all other payments).

Section12.7.Treatment of Certain Refunds.If any Lender or the Administrative Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section12.7, it shall pay to the Borrower in an amount equaltosuchrefundbutonlytotheextentofindemnitypaymentsmadeoradditionalamountspaidbythe

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Borrower under this Section12with respect to Taxes giving rise to such refund, net of all out of pocket expenses (including Taxes) of such Lender or the Administrative Agent and without interest (other than any net interest paid by the relevant Governmental Authority with respect to such refund). Notwithstanding anything to the contrary in this Section12.7, in no event will any Lender or the Administrative Agent be required to pay any amount to the Borrower pursuant to this Section12.7, the payment of which would place such Lender or the Administrative Agent in a less favorable net after-tax position than such Lender or the Administrative Agent would have been in if the tax subject to indemnificationandgivingrisetosuchrefundhadnotbeendeducted,withheldorotherwiseimposedand the indemnification payments or additional amounts giving rise to such tax had never been paid.Each Loan Party, upon the request of any Lender or the Administrative Agent, agrees to repay to such Lender or the Administrative Agent the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) if such Lender or the Administrative Agent is required to repay such refund or reduction to such Governmental Authority.This Section12.7shall not beconstruedtorequireanyLenderortheAdministrativeAgenttomakeavailableitsTaxReturns(orany other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section12.8.DefinedTerm.ForpurposesofSections12.1through12.7,theterm“Applicable Law” includes FATCA.

Section12.9.Survival.Eachparty’sobligationsunderSections12.1through12.7shallsurvive the resignation or replacement of any Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

Section12.10.No Waiver, Cumulative Remedies.No delay or failure on the part of the Administrative Agent or any Lender or on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Credit Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right.The rights and remedies hereunderoftheAdministrativeAgent,theLendersandoftheholderorholdersofanyoftheObligations arecumulativeto, andnot exclusiveof, anyrightsorremedieswhichany ofthemwouldotherwise have.

Section12.11.Non-BusinessDays.Ifanypaymenthereunderbecomesdueandpayableonaday which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day on which date such payment shall be due and payable.In the case of any payment of principalfallingdueonadaywhichisnotaBusinessDay,interestonsuchprincipalamountshallcontinue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.

Section12.12.Survival of Representations.All representations and warranties made herein or inanyotherCreditDocumentorincertificatesgivenpursuantheretoortheretoshallsurvivetheexecution anddeliveryofthisAgreementandtheotherCreditDocuments,andshallcontinueinfullforceandeffect withrespecttothedateasofwhichtheyweremadeaslongasanycreditisinuseoravailablehereunder.

Section12.13.Survival of Indemnities.All indemnities and other provisions relative to reimbursementtotheLendersofamountssufficienttoprotecttheyieldoftheLenderswithrespecttothe

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Loans and Letters of Credit, including, but not limited to, Section2.11, Section10.3, and Section12.24hereof, shall survive the termination of this Agreement and the other Credit Documents and the payment of the Obligations.

Section12.14.Sharing of Set-Off.Each Lender agrees with each other Lender party hereto that if such Lender shall receive and retain any payment pursuant to Section12.25hereof in excess of its ratableshareofpaymentsonallsuchObligationsthenoutstandingtotheLenders,thensuchLendershall purchaseforcashatfacevalue,butwithoutrecourse,ratablyfromeachoftheotherLenderssuchamount oftheLoansorReimbursementObligations,orparticipationstherein,heldbyeachsuchotherLenders(or interesttherein) as shall be necessary to cause such Lender to share such excess payment ratably with all theotherLenders;provided,however,thatifanysuchpurchaseismadebyanyLender,andifsuchexcess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from theotherLendersshallberescindedratablyandthepurchasepricerestoredastotheportionofsuchexcess payment so recovered, but without interest.For purposes of this Section12.14, amounts owed to or recovered by the LC Issuer in connection with Reimbursement Obligations in which Lenders have been requiredtofundtheirparticipationshallbetreatedasamountsowedtoorrecoveredbytheLCIssuerasa Lenderhereunder.TheprovisionsofthisSection12.14shallnotbeconstruedtoapplyto(x)anypayment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement(includingtheapplicationoffundsarisingfromtheexistenceofaDefaultingLenderandasa result of the operation of Section2.14hereof or, so long as no Default or Event of Default has occurred andiscontinuing,thepaymentofLoansontheapplicableMaturityDatewithrespecttosuchLender),

(y)the application of cash collateral provided for in this Agreement, or (z)any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Obligations to any assignee or participant.

Section12.15.Notices.Exceptasotherwisespecifiedherein,allnoticeshereunderandunderthe other Credit Documents shall be in writing (including, without limitation, notice by electronic communication)andshallbegiventotherelevantpartyatitsaddresssetforthbelow,orsuchotheraddress as such party may hereafter specify by notice to the Administrative Agent and the Borrower, by courier, by United States certified or registered mail, or by other electronic communication capable of creating a writtenrecordofsuchnotice anditsreceipt.Noticesunder the Credit Documents to anyLendershallbe addressed to its address set forth on its Administrative Questionnaire; and notices under the Credit Documents to the Borrower or the Administrative Agent shall be addressed to their respective addresses set forth below:

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Each such notice, request or other communication shall be effective (i)if given by mail, five(5) days after such communication is deposited in the mail, certified or registered with return receipt requested,addressedasaforesaid,or(ii) ifgivenbyanyothermeans,whendeliveredatthe

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addressesspecifiedinthisSection12.15orintherelevantAdministrativeQuestionnaire;provided that,any noticegiven pursuantto Section 2hereof shallbe effectiveonly upon receipt.

Section12.16.Counterparts.This Agreement may be executed in any number of counterparts, andbythedifferentpartiesheretoonseparatecounterpartsignaturepages,andallsuchcounterpartstaken together shall be deemed to constitute one and the same instrument.A facsimile or portable document format (“pdf”) signature page shall constitute an original for purposes hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation the Credit Documents, certificates, notices, consents, borrowing request and other documents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executedsignatureortheuseofapaper-basedrecordkeepingsystem,asthecasemaybe,totheextentand asprovidedforinanyapplicablelaw,includingtheFederalElectronicSignaturesinGlobalandNational Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section12.17.Successors and Assigns.This Agreement shall inure to the benefit of and be binding upon the Borrower and its successors and permitted assigns, and shall inure to the benefit of and be binding on the Administrative Agent and each of the Lenders and their respective successors and permitted assigns, including any subsequent holder of any of the Obligations.Neither of the Devco Borrower nor the Opco Borrower may assign any of its rights or obligations under any Credit Document (other than assignments as a matter of law pursuant to a merger or dissolution permitted by Section8.4hereof) except with the written consent of all of the Lenders, and any such assignment without such consent shall be void and of no effect.

Section12.18.Participants.Following the Financial Closing Date, each Lender may sell participations to one or more banks, financial institutions or other Persons in all or a portion of its rights and obligations under this Agreement without the consent of the Borrower, the Administrative Agent or anyotherPerson;providedthat,theparticipantshallnotbecomeaLender(butshall,pursuanttotheterms of the sale of such participation, be obligated to comply with Section12.33hereof as if the participant wereaLender)and(i)suchLender’sobligationsunderthisAgreement(includingitsCommitment)shall remain unchanged, (ii)such Lender shall remain solely responsible to the Borrower for the performance of such obligations, (iii)the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv)no participant shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent toanydeparturebyanyPersontherefrom,exceptthatsuchagreementmayprovidethatsuchLenderwill notagreetoanymodification,amendmentorwaiveroftheCreditDocuments,withoutsuchparticipant’s consent, that would (a)increase the Commitments of such participant, (b)reduce the amount of or postponeanyfixeddateforpaymentofanyObligationinwhichsuchparticipanthasaninterest(provided that,noparticipant’sconsentshallberequiredforthe rescissionof anydefaultinterestimposedpursuant toSection2.9),or(c)releaseallorsubstantiallyalloftheCollateral(exceptasotherwiseprovidedforin the Credit Documents), and for the avoidance of doubt, no participant shall have any rights with respect towaiversofdefaultsorEventsofDefault.Anypartytowhichsuchaparticipationhasbeengrantedshall havethebenefitsofSections2.11andSection10.3hereofexceptthatanyamountpaidtosuchpartyunder

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either such section shall not exceed the amount that would have been paid to such Lender in such circumstance.Any party to which such a participation has been granted shall have the benefits and requirements of Sections12.1through 12.11(it being understood that the documentation required under Section12.5shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section12.19; provided that such party shall not be entitledtoreceiveanygreaterpaymentunderSections12.1through12.7withrespecttoanyparticipation than its participating Lender would have been entitled to receive.The Borrower authorizes each Lender to disclose to any participant or prospective participant under this Section12.18any financial or other information pertaining to the Borrower or any Subsidiary, subject to the provisions of Section12.33hereof.Each Lender that sells a participation shall, acting solely for this purpose as an agent of the BorrowerandeachotherLoanParty,maintainaregisteronwhichitentersthenameandaddressofeach participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Credit Documents (the“Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity ofanyparticipantoranyinformationrelatingtoaparticipant’sinterestinanycommitments,loans,letters ofcreditoritsotherobligationsunderanyCreditDocument)toanyPersonexcepttotheextentthatsuch disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registeredformunderSection5f.103-1(c)oftheUnitedStatesTreasuryRegulationsandSection1.163-5(b)(1)oftheproposedUnitedStatesTreasuryRegulations.TheentriesintheParticipant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name isrecordedintheParticipantRegisterastheownerofsuchparticipationforallpurposesofthisAgreement notwithstanding any notice to the contrary.For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Section 12.19. Assignments.

(a)    Any Lender may at any time assign to one or more banks, financial institutions or other Persons all or a portion of such Lender’s rights and obligations under this Agreement (includingallofitsCommitmentandtheLoansatthetimeowingtoit),subjecttoclause(c)below.

(b)    The Borrower shall have the right to require an LC Issuer, at the Borrower’s sole expense and effort, upon notice to such LC Issuer and the Administrative Agent, to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an assignee (which is an Acceptable LC Issuing Bank identified by the Borrower) that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment) if such LC Issuer is no longer an Acceptable LC Issuing Bank; provided that such LC Issuer shall have received payment of all amounts payable to it hereunder.

(c)    Any assignment pursuant to Section12.19(a)must satisfy all of the following conditions:

(i)    AcceptableBank.Theassigneeshall,atthetimeofsuchassignment,bean Acceptable Bank.

(ii)    NoPartialAssignment.SolelywithrespecttoLCLoans,theassignormust assign,andtheassigneemustassume,theLCIssuer’sentireCommitmentand100%ofthe

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LCLoansandparticipationinterestinLCObligationsatthetimeowingtosuchLCIssuer. No LC Issuer shall assign a portion or a share of such LC Issuer’s rights and obligations underthisAgreementwithrespecttoaparticularLetterofCredit(asopposedtoallofsuch rights and obligations).

(iii)    RequiredConsents.    Noconsentshallberequiredforanyassignment except:

(1)    theconsentof the Administrative Agent shallbe required;

(2)    theconsentoftheBorrower(suchconsentnottobeunreasonably withheld or delayed) shall be required unless (x)an Event of Default has occurred and is continuingatthetimeofsuchassignmentor(y)suchassignmentistoaLender,anAffiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consentedtoanyassignmentunlessitshallobjecttheretobywrittennoticewithinten(10) Business Days after having received notice thereof;

(3)    theconsentofeachLCIssuer(suchconsentnottobeunreasonably withheld or delayed) shall be required if (1)such assignment is to a Person that is not a Lender,anAffiliateofsuchLenderoranApprovedFundwithrespecttosuchLenderor (2)thatincreasestheobligationoftheassigneetoparticipateinexposureunderoneormore Letters of Credit (whether or not then outstanding); and

(4)    if the assignment is by an LC Issuer, then, with respect to all applicable outstanding Letters of Credit, replacement Letters of Credit shall be issued by the assignee LC Issuer simultaneously with the effectiveness of such assignment.

(iv)    Assignment and Acceptance.The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided, however, that if the assignee is a Lender, or an Affiliate of a Lender, such processing and recordation fee shall not be due, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)    NoAssignmenttotheBorrower.Nosuchassignmentorparticipationshall bemadetotheBorroweroranyofitsAffiliatesorSubsidiarieswithouttheconsentofeach Lender.

(vi)    NoAssignmenttoNaturalPersons.Nosuchassignmentshallbemadetoa natural person.

(vii)    No Assignment to Sanctioned Persons.No such assignment shall be made to a Sanctioned Person.

SubjecttoacceptanceandrecordingthereofbytheAdministrativeAgentpursuantto Section12.19(d)below,fromandaftertheeffectivedatespecifiedineachAssignmentand

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Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interestassignedbysuchAssignmentandAcceptance,havetherightsandobligationsofaLender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’srightsandobligationsunderthisAgreement,suchLendershallceasetobeapartyhereto) butshallcontinuetobeentitledtothebenefitsofSection12.13and12.24withrespecttofactsand circumstances occurring prior to the effective date of such assignment, and notwithstanding the foregoing, shall continue to be bound by Section12.33hereof.Any assignment or transfer by a LenderofrightsorobligationsunderthisAgreementthatdoesnotcomplywiththisSection12.19(c)shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.18hereof.

(d)    Register.The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on)theLoansowingto,eachLenderpursuanttothetermshereoffromtimetotime (the“Register”).The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.The Register shall be available for inspection by the BorrowerandanyLender(foritsownaccount),atanyreasonabletimeandfromtimetotimeupon reasonable prior notice.

(e)    AnyLendermayatanytimepledgeorgrantasecurityinterestinalloranyportion ofitsrightsunderthisAgreementtosecureobligationsofsuchLender,includinganysuchpledge or grant to a Federal Reserve Bank, and this Section12.19shall not apply to any such pledge or grantofasecurityinterest;providedthat,nosuchpledgeorgrantofasecurityinterestshallrelease aLenderfromanyofitsobligationshereunderorsubstituteanysuchpledgeeorsecuredpartyfor suchLenderasapartyhereto;provided,further,however,therightofanysuchpledgeeorgrantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.

Section 12.20. Amendments.

(a)    Any provision of this Agreement or the other Credit Documents (other than (x) in accordancewithSection12.20(b)(ii)and(y)anyFeeLetteroranyPermittedHedgingAgreements, which may only be amended in accordance with their terms) may be amended or waived if such amendment or waiver is in writing and is signed by (a)the Borrower, (b)the Required Lenders, and (c)if the rights or duties of any Agent, the Depositary or any LC Issuer are affected thereby, such Agent, the Depositary or such LC Issuer, as applicable; provided that no amendment or waiver pursuant to this Section 12.20shall:

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(i)    (A)increase any Commitment of any Lender without the consent of each Lender (it being understood that a waiver of any condition precedent or the waiver of any Default shall not constitute an increase of any Commitment), or (B)reduce the amount of or postpone the date for any scheduled payment of principal or interest on any Loan or of anyReimbursementObligationorofanyfeepayablehereunderwithouttheconsentofthe Lender to which such payment is owing or which has committed to make such Loan or Letter of Credit hereunder and other Lender directly affected thereby (including, without limitation, by modifying the definition of “Maturity Date”, “Construction Loan Maturity Date”, “Bridge Loan Maturity Date”, “LC Loan Maturity Date” or “Upsize Bridge Loan Maturity Date” or otherwise extending the maturity date of any Loan or any of the Notes with respect to such Lender (and without limiting clause (iii)below));

(ii)    withouttheconsentofeachLender,(A)changethedefinitionof“Required Construction Lenders”, “Required Lenders”, “Required Bridge Lenders” or “Required UpsizeBridgeLenders”,(B)changetheprovisionsofSection2.8(b)(i)(5), Section2.8(b)(i)(8),Section4.2,Section7.21,Section7.22,Section7.24,Section7.5, Section9.3, Section12.14, Section12.18, Section12.19, Section12.24hereof, or change the provisions of this Section12.20, (C) release or substitute all or substantially all of the Collateral, release or substitute any guaranties under any of the Security Documents, or allowthereleaseoffundsfromanyBorrowerAccountforpurposesofmakingaRestricted Payment, in each case other than in accordance with the terms hereof or the applicable Credit Documents, (D) affect the number or percentage of Lenders required to amend, waive or otherwise take any action hereunder or make any determination or grant any consenthereunderorunderanyotherCreditDocumentor(E)subordinatetheObligations hereunder to any other Indebtedness or subordinate the Liens securing the Obligations to Liens securing any other Indebtedness; and

(iii)    unless signed by each Lender adversely affected thereby, (A)extend the applicable Maturity Date, but such Maturity Date may be extended solely with respect to such Lender with the consent of such Lender (no Lender having an obligation to provide any such consent) (it being understood that a waiver of any Default,Event of Default, mandatory prepayment (other than any mandatory prepayment under Section2.8(b)(i)(5)or Section2.8(b)(i)(8)or mandatory reduction of Commitments shall not constitute an extensionofanymaturitydate)or(B)modifyanyconditionprecedenttoanyCreditEvent;

provided, however, that notwithstanding anything to the contrary contained herein, (w)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consenthereunder,exceptthattheCommitmentofsuchLendermaynotbeincreasedorextended without the consent of such Lender.No writing shall be required to give effect to the provisions of this Section12.20,the Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any other Credit Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by Administrative Agent), in each case so long as such amendment, modification or supplement does not adversely affect the rights of any Lender (or LC Issuer, if applicable) and the Lenders shall have received at least five(5) BusinessDays’priorwrittennoticethereofandAdministrativeAgentshallnothavereceived,

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within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

No waiver, amendment, or modification of any provision of this Agreement or any Credit Documentthatadverselyaffectstherights,interestsordutiesofAdministrativeAgent,Collateral Agent, Depositary, an LC Issuer or a Permitted Hedging Counterparty shall be effective without the written consent of such affected Person.

(b)    BenchmarkReplacement Setting.

(i)    BenchmarkReplacement.Notwithstandinganythingtothecontraryherein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x)if a Benchmark Replacement is determined in accordance with clause(a)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposeshereunderandunderanyCreditDocumentinrespectofsuchBenchmarksetting andsubsequentBenchmarksettingswithoutanyamendmentto,orfurtheractionorconsent ofanyotherpartyto,thisAgreementoranyotherCreditDocumentand(y)ifaBenchmark Replacementisdeterminedinaccordancewithclause(b)ofthedefinitionof“Benchmark Replacement”forsuchBenchmarkReplacementDate,suchBenchmarkReplacementwill replace such Benchmark for all purposes hereunder and under any Credit Document in respectofanyBenchmarksettingatorafter5:00p.m.(NewYorkCitytime)onthe fifth(5th)BusinessDayafterthedatenoticeofsuchBenchmarkReplacementisprovided to the Lenders without any amendment to, or further action or consent of any other party to,thisAgreementoranyotherCreditDocumentsolongastheAdministrativeAgenthas not received, by such time, written notice of objection to such Benchmark Replacement fromLenderscomprisingtheRequiredLenders.NoHedgingAgreementshallbedeemed to be a “Credit Document” for purposes of this Section 12.20.

(ii)    BenchmarkReplacementConformingChanges.Inconnectionwiththeuse, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

(iii)    Notices;StandardsforDecisionsandDeterminations.TheAdministrative AgentwillpromptlynotifytheBorrowerandtheLendersof(i)theimplementationofany Benchmark Replacement and (ii)the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.The Administrative Agent will promptly notifytheBorroweroftheremovalorreinstatementofanytenorofaBenchmarkpursuant to Section12.20(b)(iv).Any determination, decision or election that may be made by the AdministrativeAgentor,ifapplicable,anyLender(orgroupofLenders)pursuanttothis

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Section12.20(b),includinganydeterminationwithrespecttoatenor,rateoradjustmentor oftheoccurrenceornon-occurrenceofanevent,circumstanceordateandanydecisionto take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent fromanyotherpartytothisAgreementoranyotherCreditDocument,except,ineachcase, as expressly required pursuant to this Section 12.20(b).

(iv)    Unavailability of Tenor of Benchmark.Notwithstanding anything to the contraryhereinorinanyotherCreditDocument,atanytime(includinginconnectionwith the implementation of a Benchmark Replacement), (i)if the then-current Benchmark is a termrateandeither(A)anytenorforsuchBenchmarkisnotdisplayedonascreenorother information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B)the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for suchBenchmarkisnotorwillnotberepresentativeorincompliancewithoralignedwith the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “InterestPeriod”(oranysimilaroranalogousdefinition)foranyBenchmarksettingsator aftersuchtimetoremovesuchunavailable,non-representative,non-compliantornon-alignedtenorand(ii) ifatenorthatwasremovedpursuanttoclause(i)aboveeither (A)is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B)is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

(vi)    TheAdministrativeAgentdoesnotwarrantoracceptresponsibilityfor,and shall not have any liability with respect to (a)the continuation of, administration of, submissionof,calculationoforanyothermatterrelatedtoanyBenchmark,anycomponent definitionthereoforratesreferencedinthedefinitionthereoforanyalternative,successor orreplacementratethereto(includinganyBenchmarkReplacement),includingwhether

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the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalenceof,orhavethesamevolumeorliquidityas,suchBenchmarkorany other Benchmark prior to its discontinuance or unavailability, or (b)the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto,ineachcase,inamanneradversetotheBorrower.TheAdministrativeAgentmay select information sources or services in its reasonable discretion to ascertain any Benchmark,anycomponentdefinitionthereoforratesreferencedinthedefinitionthereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

(vii)    The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of Compounded SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Required Lenders, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

Section12.21.Non-Recourse.NotwithstandinganyotherprovisionoftheCreditDocuments(but subject to the other terms of this Section12.21), other than the express obligations of each Loan Party (eacha“Non-RecourseEntity”)undereachCreditDocumenttowhichsuchPersonisaparty,thereshall benorecoursewhatsoeveragainstanyNon-RecourseEntityoranyaffiliate,member,stockholder,officer, employee, director or partner of any Non-Recourse Entity (each, a “Non-Recourse Party”) for any liability to (including such liability as may arise by operation of law, whether in contract, in tort or strict liability or in equity), or other claim of, the Administrative Agent, the Collateral Agent, the Depositary, theLenders,theLCIssuerortheotherSecuredPartiesortheirrespectiveaffiliatesarisingoutof,relating toorinconnectionwiththisAgreementortheotherCreditDocumentsoranybreachordefaulthereunder or thereunder, and the Administrative Agent, the Collateral Agent, the Depositary, the Lenders, the LC IssuerortheotherSecuredPartiesshalllooksolelytotheBorrower(butnottoanyNon-RecourseParty) andtheCollateralandtherents,issues,profits,proceedsandproductsoftheCollateralinenforcingrights, remedies and obligations under and in connection with the Credit Documents.The foregoing provisions ofthisSection12.21shallnotconstituteawaiver,releaseordischargeof(a)anyoftheobligationsofthe Borrower, or (b)any of the express obligations of any Non-Recourse Party under each Credit Document to which such Person is a party, and the same shall continue until fully paid, discharged, observed, or performed in accordance with such Credit Document.As a material consideration of the Borrower executingtheCreditDocuments,andwithoutlimitingtheotherprovisionsofthisSection12.21,but

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subject to the immediately preceding sentence, the Administrative Agent, the Collateral Agent, the Depositary,theLenders,theLCIssuerandtheotherSecuredPartiesexpresslywaiverecourseagainstany entityotherthantheBorrowerwithrespecttotheBorrower’sobligationsundertheOperativeDocuments towhichitisaparty.Notwithstandinganythingtothecontrarycontainedintheforegoing,itisexpressly understood and agreed that nothing contained in this Section12.21shall be deemed to (i)limit in any respect the enforceability against any party to an Operative Document, including any Non-Recourse Entity, of such Operative Document in accordance with the express terms thereof; or (ii)release any IndependentConsultantorlegalconsultantinitscapacityassuchfromliabilityonaccountofanyreport, certification or legal opinion rendered in connection with the transactions contemplated hereby.

Section 12.22. Borrower Liability.

(a)    As of the Financial Closing Date, the portion of the Construction Loan Commitments, the Bridge Loan Commitments, Upsize Bridge Loan Commitments, and LC Commitments allocable to each Project is set forth on Schedule 12.22(a).

(b)    OnthedateonwhichtheBack-LeverageDateforaProjectshallhaveoccurred,the OpcoBorrowershallbedeemedtoassumefromtheDevcoBorrowerallObligationsoftheDevco BorroweroutstandingundertheCreditDocumentsrelatedtosuchProject,aswellasanyrightsof Devco Borrower hereunder to request a Borrowing of Construction Loans or Bridge Loans or an issuance of a Letter of Credit with respect to any Commitments allocable to such Project.

(c)    FromandafterthedateonwhichCompletionandSCFundingDateforeachProject shall have occurred, (i) the Devco Borrower shall no longer be a Borrower under the Credit Documents and (ii) immediately after the assumption of all Projects pursuant to the foregoing clause (b), any obligations of the Devco Borrower set forth in the Credit Documents hereby are assigned to, and assumed by, the OpCo Borrower (and, upon such assumption, Devco Borrower shall automatically be released therefrom).

Section12.23.Headings.SectionheadingsusedinthisAgreementareforreferenceonlyand shall not affect the construction of this Agreement.

Section12.24.CostsandExpenses;Indemnification.

(a)    The Borrower shall pay promptly upon written notice from the Administrative Agent all reasonable and documented out-of-pocket costs and expenses incurred by the AdministrativeAgentinconnectionwiththepreparation,executionanddeliveryofthisAgreement andtheotherdocumentstobedeliveredhereunder, whetherornotanydrawdownhasbeenmade hereunder, including without limitation, the reasonable and documented fees and out-of-pocket expenses of (i)one counsel and (ii)any transaction-related expenses relating to the maintenance of a Debtdomain (or equivalent) website.The Borrower further agrees to pay all reasonable and documentedcostsandexpensesinconnectionwith(i)audits,(ii)appraisalsandvaluations, (iii)the preparation or review of waivers, consents and amendments, (iv)questions of interpretation of this Agreement, (v)the establishment of the validity and enforceability of this Agreement, (vi)the preservation or enforcement of rights of the Administrative Agent and the LendersunderthisAgreementandotherCreditDocumentstobedeliveredhereunder,including

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conducting searches, filing fees and documentation fees, and (vii)the exercise of any right or remedy of any nature or kind contained herein or in any Credit Document, including, without limitation, all reasonable costs and expenses sustained by the Administrative Agent and the Lenders as a result of any failure by the Borrower to perform or observe any of its obligations hereunder, together with interest at the highest rate borne by the Obligations when such amounts are overdue.Such costs and expenses shall be payable whether or not a Loan is advanced under this Agreement.

(b)    TheBorrowershalldefendandindemnifytheAdministrativeAgent,eachLender, each LC Issuer and each related party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,damages,obligations,liabilities,penalties,judgments,costsandexpensesofwhateverkind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimedbyanyPersonagainstanyIndemniteeinanywayrelatingto,arisingoutof,inconnection with, or as a result of (i)this Agreement, any other Operative Document or any agreement or instrumentcontemplatedherebyorthereby,theProject,theperformancebyanypartytoanyCredit Documentofitsobligationshereunderorthereunder,oranytransactionscontemplatedunderany Credit Document, (ii)any Loan or Letter of Credit or the use of the proceeds therefrom, (iii)any actualorallegedpresenceorReleaseofHazardousMaterialson,from,ortoanypropertycurrently orformerlyownedoroperatedbytheBorrower,oranyEnvironmentalLiabilityorEnvironmental Claim related in any way to the Borrower or the Project, (iv)the exercise by the Administrative Agent(ortheotherSecuredParties)oftheirrightsandremedies(includingforeclosure)underany CreditDocument,(v)anyclaim,action,civilpenaltyorfine,anysettlementandanyotherkindof lossorliability,andallreasonableanddocumentedcostsandexpenses(includingreasonableand documented counsel fees and disbursements), incurred by any Indemnitee as a result of conduct oftheBorroweroranyoftheirdirectors,officers,employees,agentsoradvisorsthatviolatesany applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions or (vi)any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (but, in each case, limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of (1)one counsel to all Indemnitees taken as a whole, (2)if reasonably necessary, additional counsel in the event of any actual or potential conflict of interest between Indemnitees and (3)if reasonably necessary, one firm of local counsel in each relevant jurisdiction); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expensesaredeterminedbyacourtofcompetentjurisdictionbyfinalandnon-appealablejudgment to have resulted from (x)the gross negligence or willful misconduct of such Indemnitee as determined in a final non-appealable judgment by a court of competent jurisdiction or (y)any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or infulfillingitsroleasanadministrativeagentorarrangeroranysimilarroleunderanyfacilityand other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. This indemnity shall survive the resignation or removal of the Administrative Agent and the termination of this Agreement.Notwithstanding the foregoing, this Section12.24(b)shall not applytoanylossattributabletoanyTaxesotherthananyTaxesthatrepresentlossesarisingfrom anynon-Taxclaim.TothefullestextentpermittedbyApplicableLaw,innoeventshallany

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Indemnitee be liable, for indirect, special, punitive, consequential or exemplary damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or the use of the proceeds thereof.No Indemnitee shall beliableforanydamagesarisingfromtheusebyunintendedrecipientsofanyinformationorother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated thereby.

(c)    AcertificateofaLenderastotheamountofanysuchlossorexpenseshallbeprima facie evidence as to the amount thereof, in the absence of manifest error.The agreements in this Section 12.24shall survive the termination of this Agreement and repayment of the Obligations.

(d)    The Borrower hereby acknowledges and agrees that the obligations of the Devco Borrower set forth in Sections 7.1 and 7.2 of the Depositary Agreement shall survive the termination, discharge or release of the Depositary Agreement and the resignation or removal of the Collateral Agent or the Depositary.Upon any such termination, discharge or release of the DepositaryAgreement,Sections7.1and7.2oftheDepositaryAgreementshallbeincorporatedin this Agreement as if set forth in full herein on the date of this Agreement.

ThisSection12.24shallnotapplywithrespecttoTaxesotherthananyTaxesthatrepresent losses, claims, damages, liabilities and related expenses arising from any indemnifiable non-Tax claim.

Section12.25.Set-off.IfanEventofDefaultshallhaveoccurredandbecontinuing,eachLender and each LC Issuer is hereby authorized by the Borrower at any time or from time to time, to the fullest extentpermittedbylaw,uponprovidingwrittennoticetotheAdministrativeAgent,butwithoutnoticeto the Borrower or to any other Person other than the Administrative Agent, any such notice being hereby expresslywaived,toset-offandtoapplyanyandalldeposits(generalorspecial,including,butnotlimited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currencydenominated,butnotincludingtrustaccounts)andanyotherindebtednessatanytimeowingby that Lender or that LC Issuer to or for the credit or the account of the Borrower, whether or not matured, againstandonaccountoftheoverdueObligationsoftheBorrowertothatLenderorthatLCIssuerunder the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (a)that Lender or that LC Issuer shall have made any demand hereunder or (b)the principal of or the interest on the Loans and other amounts due hereunder shall have been accelerated pursuant to Section 9hereof.

Section12.26.Entire Agreement.The Credit Documents constitute the entire understanding of thepartiestheretowithrespecttothesubjectmatterthereofandanyprioragreements,whetherwrittenor oral, with respect thereto are superseded hereby.

Section12.27.Governing Law.This Agreement and the other Credit Documents (except as otherwisespecifiedtherein),andtherightsanddutiesofthepartieshereto,shallbeconstruedandgoverned in accordance with the laws of the State of New York.

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Section12.28.Severability of Provisions.Any provision of any Credit Document which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.All rights, remedies and powers provided in this Agreement and the other Credit Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this AgreementandotherCreditDocumentsareintendedtobesubjecttoallapplicablemandatoryprovisions oflawwhichmaybecontrollingandtobelimitedtotheextentnecessarysothattheywillnotrenderthis Agreement or the other Credit Documents invalid or unenforceable.

Section12.29.Construction.ThepartiesacknowledgeandagreethattheCreditDocumentsshall notbeconstruedmorefavorablyinfavorofanypartyheretobaseduponwhichpartydraftedthesame,it being acknowledged that all parties hereto contributed substantially to the negotiation of the Credit Documents.TheprovisionsofthisAgreementrelatingtoSubsidiariesshallonlyapplyduringsuchtimes astheBorrowerhasoneormoreSubsidiaries.Nothingcontainedhereinshallbedeemedorconstruedto permitanyactoromissionwhichisprohibitedbythetermsofanySecurityDocument,thecovenantsand agreementscontainedhereinbeinginadditiontoandnotinsubstitutionforthecovenantsandagreements contained in the Security Documents.

Section12.30.Lenders’ Obligations Several.The obligations of the Lenders hereunder are several and not joint.Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other entity.

Section12.31.SubmissiontoJurisdiction;WaiverofJuryTrial.

(a)    Each of the Devco Borrower and Opco Borrower hereby submits to the nonexclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan,TheCityofNewYork,forpurposesofalllegalproceedingsarisingoutoforrelating tothisAgreement,theotherCreditDocumentsorthetransactionscontemplatedherebyorthereby. EachoftheDevcoBorrowerandOpcoBorrowerirrevocablywaives,tothefullestextentpermitted bylaw,anyobjectionwhichtheymaynoworhereafterhavetothelayingofthevenueofanysuch proceedingbroughtinsuchacourtandanyclaimthatanysuchproceedingbroughtinsuchacourt has been brought in an inconvenient forum.

(b)    EACH OF THE DEVCO BORROWER AND OPCO BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE LENDERS AND THE LCISSUERSHEREBYIRREVOCABLYWAIVEANYANDALLRIGHTTOTRIALBY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

(c)    Each of the Devco Borrower and Opco Borrower agrees, to the fullest extent permittedbyApplicableLaw,thatafinaljudgmentinanysuit,actionorproceedingofthenature referredtointhisSection12.31broughtinanysuchcourtshallbeconclusiveandbindinguponit subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

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(d)    Nothing in this Section12.31shall affect the right of any Lender or LC Issuer to serveprocessinanymannerpermittedbylaw,orlimitanyrightthatanyLenderorLCIssuermay havetobringproceedingsagainstthepartiesheretointhecourtsofanyappropriatejurisdictionor to enforcein any lawful manner a judgmentobtained in onejurisdiction in any other jurisdiction.

Section12.32.USA PATRIOT ACT.Each Lender that is subject to the requirements of United StatesPublicLaw107-56,UnitingandStrengtheningAmericabyProvidingAppropriateToolsRequired to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect (the“PATRIOT Act”) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the PATRIOT Act.

Section12.33.Confidentiality.Each of the Agents, the Lenders and the LC Issuers agree to maintain the confidentiality of the Information and the Credit Documents (and the terms thereof) and agreestouseallreasonableeffortstopreventthedisclosurethereof,exceptthatInformationandtheCredit Documents (and the terms thereof) may be disclosed (a) to its branches and Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and Credit Documents (and the terms thereof) and instructed to keep such Information and Credit Documents (and the terms thereof) confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners);(c)totheextentrequiredbyApplicableLaworbyanysubpoenaorsimilarlegalprocess; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 12.33, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower anditsobligations,thisAgreementorpaymentshereunder;(g)onaconfidentialbasistoanyratingagency in connection with rating the Borrower or its Subsidiaries or the Loan Facilities; (h) with the consent of the Borrower; (i) to the extent such Information or Credit Documents (or the terms thereof) (x) becomes publiclyavailableotherthanasaresultofabreachofthisSection12.33,or(y)becomesavailabletoany Agent, any Lender, any LC Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower that is not known to be subject to a confidentiality obligation to the Borrower or any other Loan Party or (z) is independently discovered or developed by a party hereto withoututilizinganyInformationorCreditDocuments(orthetermsthereof)receivedfromtheBorrower orviolatingthetermsofthisSection12.33;or(j)totheextentrequiredbyapotentialoractualinsureror reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under whichpaymentsaretobemadeormaybemadebyreferencetothisAgreement.Inaddition,theAgents, the LC Issuers and the Lenders may disclose the existence of this Agreement and information about this Agreementtomarketdatacollectors,similarserviceproviderstothelendingindustryandservice

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providerstotheAgentsoranyLCIssuerorLenderinconnectionwiththeadministrationofthis Agreement, the other Credit Documents, and the Commitments.

Notwithstanding any contrary provision of this Section12.33, each Lender shall have the righttopublicizeitsparticipationintheLoanandthetransactionscontemplatedinthisAgreement andtheotherCreditDocumentsthroughindustrystandardmethodsincluding,withoutlimitation, tombstoneadvertisementsandpressreleases;provided,however,thatpriortoanysuchpublication through industry standard methods, such Lender will secure the Borrower’s approval of the form and content of publication, which will not be unreasonably withheld.

Section12.34.AcknowledgementandConsenttoBail-InofAffectedFinancialInstitutions.

Notwithstanding anything to the contrary in any Credit Document or in any other agreement,arrangementorunderstandingamonganysuchparties,eachpartyheretoacknowledges that any liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    The application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)    TheeffectsofanyBail-InActiononanysuchliability,including,ifapplicable,(i)a reductioninfullorinpartorcancellationofanysuchliability,(ii)aconversionofall,oraportion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document,or(iii)thevariationofthetermsofsuchliabilityinconnectionwiththeexerciseofthe Write-Down and Conversion Powers of the applicable Resolution Authority.

Section12.35.Limitations on Liability.NO CLAIM SHALL BE MADE BY ANY PARTY HERETOORANYOFITSAFFILIATES,DIRECTORS,EMPLOYEES,ATTORNEYSORAGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE) IN CONNECTION WITH, ARISINGOUTOFORINANYWAYRELATEDTOTHETRANSACTIONSCONTEMPLATEDBY THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT,CONSEQUENTIALORPUNITIVEDAMAGES,WHETHERORNOTACCRUEDAND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR; PROVIDED THAT NOTHING IN THIS SECTION 12.35SHALL LIMIT THE INDEMNITY AND REIMBURSEMENT OBLIGATIONSOFANYPERSONTOTHEEXTENTSETFORTHINTHECREDITDOCUMENTS

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(INCLUDING WITHOUT LIMITATION SECTIONS 11.5, 12.3AND 12.24OF THIS AGREEMENT AND SECTIONS 7.1 AND 7.2 OF THE DEPOSITARY AGREEMENT) IN RESPECT OF ANY THIRD-PARTY CLAIMS ALLEGING SUCH SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Section12.36.AcknowledgmentRegardingAnySupportedQFCsAcknowledgment.

TotheextentthattheCreditDocumentsprovidesupport,throughaguaranteeorotherwise, for Permitted Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,the“U.S.SpecialResolutionRegimes”)inrespectofsuchSupportedQFCandQFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents andanySupportedQFCmayinfactbestatedtobegovernedbythelawsoftheStateofNewYork and/or of the United States or any other state of the United States):

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)becomessubjecttoaproceedingunderaU.S.SpecialResolutionRegime,thetransferof suchSupportedQFCandthebenefitofsuchQFCCreditSupport(andanyinterestandobligation inorundersuchSupportedQFCandsuchQFCCreditSupport,andanyrightsinpropertysecuring such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to thesameextentasthetransferwouldbeeffectiveundertheU.S.SpecialResolutionRegimeifthe Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.In the eventaCoveredPartyoraBHCActAffiliateofaCoveredPartybecomessubjecttoaproceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwiseapplytosuchSupportedQFCoranyQFCCreditSupportthatmaybeexercisedagainst such Covered Party are permitted to be exercised to no greater extent than such Default Rights couldbeexercisedundertheU.S.SpecialResolutionRegimeiftheSupportedQFCandtheCredit DocumentsweregovernedbythelawsoftheUnitedStatesorastateoftheUnitedStates.Without limitationoftheforegoing,itisunderstoodandagreedthatrightsandremediesofthepartieswith respecttoaDefaultingLendershallinnoeventaffecttherightsofanyCoveredPartywithrespect to a Supported QFC or any QFC Credit Support.

(b)    AsusedinthisSection12.36,thefollowingtermshavethefollowingmeanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“CoveredEntity”meansanyofthefollowing:

(a)    a“coveredentity”asthattermisdefinedin,andinterpretedinaccordancewith,12 C.F.R. § 252.82(b);

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(b)    a“coveredbank”asthattermisdefinedin,andinterpretedinaccordancewith,12 C.F.R. § 47.3(b); or

(c)    a“coveredFSI”asthattermisdefinedin,andinterpretedinaccordancewith,12 C.F.R. § 382.2(b).

“DefaultRight”hasthemeaningassignedtothattermin,andshallbeinterpretedin accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section12.37.Keepwell.EachQualifiedECPGuarantorherebyjointlyandseverallyabsolutely, unconditionallyandirrevocablyundertakestoprovidesuchfundsorothersupportasmaybeneededfrom time to time by each other Loan Party to honor all of its obligations under this Agreement and otherwise undertheCreditDocumentsinrespectofSwapObligations(provided,however,thateachQualifiedECP GuarantorshallonlybeliableunderthisSection12.37forthemaximumamountofsuchliabilitythatcan be hereby incurred without rendering its obligations under this Section 12.37, as it relates to such Loan Party, or otherwise under this Agreement and otherwise under the Credit Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 12.37shall remain in full force and effect until a discharge in full of all Swap Obligation. Each Qualified ECP Guarantor intends that this Section 12.37constitute, and this Section 12.37shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 12.38. Co-Borrower Relationship.

(a)    EachofDevcoBorrowerandOpcoBorrowerisacceptingjointandseveralliability asa“Borrower”hereunderandundertheotherCreditDocumentsinconsiderationofthefinancial accommodations to be provided by the Lenders and the LC Issuing Banks under the Credit Documents, for the mutual benefit, directly and indirectly, of each of Devco Borrower and Opco Borrowerandinconsiderationoftheundertakingsoftheothertoacceptjointandseveralliability for the Obligations. Each of Devco Borrower and Opco Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section12.38), it being the intention of thepartiesheretothatalltheObligationsshallbethejointandseveralobligationsofeachofDevco BorrowerandOpcoBorrowerwithoutpreferencesordistinctionbetweenthem.Ifandtotheextent thateitherofDevcoBorrowerandOpcoBorrowershallfailtomakeanypaymentwithrespectto any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other will make, without duplication, payment of any unpaid amount with respect to, or perform, such Obligation. Notwithstanding the foregoing, upontheassumptionofallProjectsinaccordancewithSection12.22(b),theDevcoBorrowershall immediatelyceasetobeaBorrowerandbeunconditionallyandabsolutelyreleasedanddischarged

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fromitsobligationsanditsliabilitiesasBorrowerunderthisAgreementandtheotherCredit Documents.

(b)    The Obligations of each of Devco Borrower and Opco Borrower under the provisionsofthisSection12.38constitutetheabsoluteandunconditional,fullrecourseobligations of each Borrower enforceable against each, irrespective of the validity or enforceability of this Agreement or any other circumstance whatsoever.

(c)    Except as otherwise expressly provided in this Agreement or the other Credit Documents, (i) each of Devco Borrower and Opco Borrower hereby waives notice of acceptance of its joint and several liability, and (ii) (A) any notice of any Loans under or pursuant to this Agreement, (B) any notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, (C) any notice of any action at any time taken or omitted by any Secured Party under or in respect of any of the Obligations, and (D) all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise providedinthisAgreementortheotherCreditDocuments)that,inthecaseofeachofclauses(A) through(D)aredeliveredtoeitherofDevcoBorrowerandOpcoBorrowershallbedeemedtobe given to both Devco Borrower and Opco Borrower. Any extension or postponement of the time forthepaymentofanyoftheObligations,theacceptanceofanypaymentofanyoftheObligations, theacceptanceofanypartialpaymentthereon,anywaiver,consentorotheractionoracquiescence by any Secured Party at any time or times in respect of any default by Devco Borrower or Opco Borrower, as applicable, in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any of the other Credit Documents, any and all other indulgences whatsoever by any Secured Party in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the ObligationsofanyotherPersonortheaddition,substitutionorrelease,inwholeorinpart,ofeither ofDevcoBorrowerandOpcoBorrower,inthecaseofeachoftheforegoinggrantedto,madeby, agreed to by or accepted by either of Devco Borrower and Opco Borrower shall be deemed to be granted to, made by, agreed to or accepted by both Devco Borrower and Opco Borrower. The obligations of each of Devco Borrower and Opco Borrower under this Section12.38shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Loan Party or the Sponsor. The joint and several liability of Devco Borrower and Opco Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, division, amalgamation or any other change whatsoever in the name, constitution or place of formation of either Devco Borrower or Opco Borrower.

(d)    Each of Devco Borrower and Opco Borrower represents and warrants to the Administrative Agent and the other Secured Parties that it is currently informed of the financial condition of the other. Each of Devco Borrower and Opco Borrower hereby assumes all responsibilityforkeepingitselfinformedoftheother’sfinancialcondition,thefinancialcondition of other guarantors, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(e)    Each of Devco Borrower and Opco Borrower agrees that if any certificate is executed and delivered by one or both of them in its capacity as a “Borrower” hereunder, but not

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both of them, such certificate may be relied upon by the Administrative Agent and the other SecuredParties,andshallbindbothofDevcoBorrowerandOpcoBorrower,asifitwereexecuted by all of them.

(f)    TheprovisionsofthisSection12.38aremadeforthebenefitofeachSecuredParty and may be enforced by it or them from time to time against any or both of Devco Borrower and OpcoBorrowerasoftenasoccasionthereformayariseandwithoutrequirementonthepartofany Secured Party first to marshal any of its or their claims or to exercise any of its or their rights againsttheotherortoexhaustanyremediesavailabletoitorthemagainsttheotherortoresortto any other source or means of obtaining payment of any of the Obligations or to elect any other remedy.

(g)    EachofDevcoBorrowerandOpcoBorrowerherebyagreesthatitwillnotenforce any of its rights of contribution or subrogation against the other with respect to any liability incurredbyithereunderorunderanyoftheotherCreditDocuments,anypaymentsmadebyitto any Secured Party with respect to any of the Obligations or any collateral security therefor until the Discharge Date. Any claims that either of Devco Borrower and Opco Borrower may have againsttheotherwithrespecttoanypaymentstoanySecuredPartyunderanyCreditDocuments areherebyexpresslymadesubordinateandjuniorinrightofpaymenttothepriorpaymentinfull in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to either of Devco Borrower and Opco Borrower, its debts or its assets, whether voluntary or involuntary, this Agreement shall have terminated before any payment or distribution of any character, whether in cash, securities or other property, shall be made to the other therefor.

(h)    Each of Devco Borrower and Opco Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by either of Devco Borrower and Opco BorrowertotheotherisherebysubordinatedtothepriorpaymentinfullincashoftheObligations. Each of Devco Borrower and Opco Borrower hereby agrees that, after the occurrence and during thecontinuanceofanyDefaultorEventofDefault,itwillnotdemand,suefororotherwiseattempt to collect any indebtedness of the other owing to it until the Discharge Date. If, notwithstanding the foregoing sentence, Devco Borrower or Opco Borrower, as applicable, shall collect, enforce orreceiveanyamountsinrespectofsuchindebtedness,suchamountsshallbecollected,enforced and received by Devco Borrower or Opco Borrower, as applicable, as trustee for the Secured Parties, and Devco Borrower or Opco Borrower, as applicable, shall deliver any such amounts to the Collateral Agent for application to the Obligations in accordance with this Agreement if such Default or Event of Default is continuing.

(i)    Notwithstanding anything to the contrary set forth in this Section12.38, it is the intent of the parties hereto that the liability incurred by each of Devco Borrower and Opco Borrower in respect of the Obligations of the other (and any Lien granted by each to secure such Obligations or its joint and several liability in respect thereof) not constitute a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“FraudulentConveyance”).Consequently,eachofDevcoBorrowerandOpcoBorrowerandeach

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SecuredPartyherebyagreethat,ifacourtofcompetentjurisdictiondeterminesthattheincurrence ofliabilitybyeitherDevcoBorrowerorOpcoBorrowerinrespectoftheObligations(oranyLiens granted by Devco Borrower or Opco Borrower, as applicable, to secure such Obligations or its joint and several liability in respect thereof) would, but for the application of this sentence, constituteaFraudulentConveyance,suchliability(andsuchLiens)shallbevalidandenforceable onlytothemaximumextentthatwouldnotcausethesametoconstituteaFraudulentConveyance.

[SIGNATUREPAGESTOFOLLOW]

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INWITNESS WHEREOF, thepartiesheretohavecausedthisAgreementto be duly executed and delivered as of theday and yearfirstabove written.

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[Signature Page to Credit Agreement]

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