EX-10.15

Exhibit 10.15

CREDIT AGREEMENT

dated as of

February3,2023

among

MN8ENERGYLLC

The Lenders Party Hereto

JPMORGANCHASEBANK,N.A.

asAdministrativeAgent

and

WELLSFARGOBANK,NATIONALASSOCIATION,

HSBC BANK USA, NATIONAL ASSOCIATION

and

SOCIÉTÉ GÉNÉRALE,

asCo-SyndicationAgents

________________________________

JPMORGANCHASEBANK,N.A.

and

BofASECURITIES,INC.,

asJointBookrunnersandJointLeadArrangers

Tableof Contents

Page

i

TableofContents

(continued)

Page

ii

TableofContents

(continued)

Page

iii

TableofContents

(continued)

Page

iv

CREDIT AGREEMENT (this “Agreement”) dated as of February 3, 2023 among MN8 ENERGYLLC,theLENDERSfromtimetotimepartyheretoandJPMORGANCHASEBANK,N.A.,as Administrative Agent.

Thepartiesheretoagreeasfollows:

ARTICLE I

Definitions

SECTION1.01.DefinedTerms.AsusedinthisAgreement,thefollowingtermshave the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to such Loan, or the LoanscomprisingsuchBorrowing,bearinginterestataratedeterminedbyreferencetotheAlternateBase Rate.

“Additional Refinancing Amount” means, in connection with the incurrence of any Permitted Refinancing Debt, the aggregate principal amount of additional Indebtedness committed or incurredtopayaccruedandunpaidinterest,premiums(includingtenderpremiums),originalissuediscount, expenses, defeasance costs and fees (including underwriting discounts, commitment, ticking and similar fees and discounts) in respect thereof.

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus(b) 0.10%; providedthat if the Adjusted Daily Simple SOFR as so determined would belessthantheFloor,suchrateshallbedeemedtobeequaltotheFloorforthepurposesofthisAgreement.

“Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus(b) 0.10%; providedthat if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floorfor the purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.

“AdministrativeCosts”means,foranyperiod,thesum(computedwithoutduplication),of thefollowingduringsuchperiodinaccordancewithGAAP:(a)generalandadministrativeexpensesofthe LoanPartiesand(b)Taxes(otherthanincometaxes)oftheLoanPartiesintheordinarycourseofbusiness in connection with the ownership of their Subsidiaries during such period; provided, that Administrative Costsshallnotincludeany(i)InternalizationCosts,(ii)extraordinary,unusualornon-recurringchargesor expenses of the Loan Parties during such period including, without limitation, costs of and payments of legal settlements, fines, judgments or orders, (iii)Investments in any Subsidiary, (iv)any payments on or with respect to Indebtedness, (v) any upfront fees or expenses in connection with the Transactions, or (vi) anynon-cashamounts,suchasdepreciation,amortizationorotherbookkeepingentriesofasimilarnature.

“AdministrativeQuestionnaire”meansanAdministrativeQuestionnaireinaformsupplied by the Administrative Agent.

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

“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.For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.

“Agent-RelatedPerson”hasthemeaning assignedto suchterm inSection 9.03(d).

“AggregateCommitment”meanstheaggregateoftheCommitmentsofalloftheLenders, asreducedorincreasedfromtimetotimepursuanttothetermsandconditionshereof.TheinitialAggregate Commitment as of the Effective Date is $450,000,000.

“Agreement”hasthemeaning assignedto suchterm inthe introductoryparagraph hereof.

“AlternateBaseRate”means,foranyday,arateperannumequaltothegreatestof(a)the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one-month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; providedthat for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rateatapproximately5:00a.m.,Chicagotime,onsuchday(oranyamendedpublicationtimefortheTerm SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Ratemethodology).AnychangeintheAlternateBaseRateduetoachangeinthePrimeRate,theNYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such changeinthePrimeRate,theNYFRBRateortheAdjustedTermSOFRRate,respectively.IftheAlternate BaseRateisbeingusedasanalternaterateofinterestpursuanttoSection2.14(fortheavoidanceofdoubt, onlyuntiltheBenchmarkReplacementhasbeendeterminedpursuanttoSection2.14(b)),thentheAlternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoingwouldbelessthan1.00%,suchrateshallbedeemedtobe1.00%forpurposesofthisAgreement.

“AncillaryDocument”has themeaning assignedto suchterm inSection 9.06.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the TopCo or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Leverage Ratio” means, as of any applicable date, the maximum Leverage RatiopermittedbySection6.12(a)forthethenmostrecentlyendedfiscalquarterforwhichFinancialswere requiredtobedelivered(or,ifnomaximumLeverageRatioisrequired,aLeverageRatioofnotmorethan 6.50 to 1.00).

“ApplicableParty”has themeaning assignedto suchterm inSection 8.03(c).

“Applicable Percentage” means, with respect to any Lender, the percentage of the AggregateCommitmentrepresentedbysuchLender’sCommitment;providedthat,inthecaseof Section2.21 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’sCommitment.IftheCommitmentshaveterminatedorexpired,theApplicablePercentagesshall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

2

“Applicable Permit” means, at any given time with respect to any Project, any material PermittobeobtainedbyoronbehalfoftheapplicableProjectCompany,includinganysuchPermitrelating to zoning, environmental or natural resource protection, archaeological and cultural resources, wetlands, pollution, sanitation, the Federal Aviation Administration, FERC, PURPA, PUHCA, applicable regional transmission organization or independent system operator, applicable state or local laws or regulations, safety,sitingorbuilding,importationoftechnology,equipmentandmaterials,thatismaterialandnecessary at such time to the development, construction or operation of such Project to construct, test, operate, maintain,repair,ownorusetheProjectascontemplatedbytheProjectDocuments,toenterintoanyProject Document or to consummate any transaction contemplated thereby.

“ApplicableRate”means,(1)atalltimesfromandaftertheEffectiveDateandpriortothe consummationoftheInitialPublicOfferingandreceiptbytheAdministrativeAgentofwrittennoticefrom the Borrower of such consummation, for any day, with respect to any Term Benchmark Loan, any RFR LoanoranyABRLoanorwithrespecttothecommitmentfeespayablehereunder,asthecasemaybe,the applicable rate per annum set forth below under the caption “Term Benchmark Spread”, “RFR Spread”, “ABRSpread”or“CommitmentFeeRate”,asthecasemaybe,basedupontheLeverageRatioapplicable on such date:

and (2) at all times from and after the consummation of the Initial Public Offering and receiptbytheAdministrativeAgentofwrittennoticefromtheBorrowerofsuchconsummation(including thedaysuchnoticeisreceived),foranyday,withrespecttoanyTermBenchmarkLoan,anyRFRLoanor anyABRLoanorwithrespecttothecommitmentfeespayablehereunder,asthecasemaybe,theapplicable rateperannumsetforthbelowunderthecaption“TermBenchmarkSpread”,“RFRSpread”,“ABRSpread” or “Commitment Fee Rate”, as the case may be, based upon the Leverage Ratio applicable on such date:

Forpurposesoftheforegoing,

(i)    if at any time the Borrower fails to deliver the Financials on or before the date the Financials are due pursuant to Section5.01, Category 3 of the applicable table under clause (1) or clause

3

(2) above shall be deemed applicable for the period commencing three (3)Business Days aftertherequireddateofdeliveryandendingonthedatewhichisthree(3)BusinessDaysafterthe Financialsareactuallydelivered,afterwhichtheCategoryshallbedeterminedinaccordancewith the applicable table above as applicable;

(ii)    adjustments, if any, to the Category then in effect shall be effective three (3)Business Days after the Administrative Agent has received the applicable Financials (it being understood andagreedthateachchangeinCategoryshallapplyduringtheperiodcommencingontheeffective date of such change and ending on the date immediately preceding the effective date of the next such change); and

(iii)    notwithstanding the foregoing, Category 3 of the applicable table under clause (1) or clause (2) above shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials for the TopCo’s first fiscal quarter ending after the Effective Date and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.

“ApprovedElectronicPlatform”hasthemeaningassignedtosuchterminSection8.03(a).

“ApprovedFund” hasthemeaningassigned tosuch termin Section 9.04(b).

“Arranger” means each of JPMorgan Chase Bank, N.A. and BofA Securities, Inc. in its capacity as a joint bookrunner and a joint lead arranger hereunder.

“Assignment and Assumption” means an assignment and assumption agreement entered intobyaLenderandanassignee(withtheconsentofanypartywhoseconsentisrequiredbySection9.04), andacceptedbytheAdministrativeAgent,intheformofExhibitAoranyotherform(includingelectronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“AugmentingLender”hasthemeaning assignedto suchterm inSection 2.20.

“Availability Block” means (i) at all times prior to the earlier of (1) the consummation of the Initial Public Offering and receipt by theAdministrative Agent of written notice from the Borrowerof such consummation and (2) the Borrower’s receipt of at least $400,000,000 in respect of cash common equitycontributionsfromandafterthedatewhichis30dayspriortotheEffectiveDateandreceiptbythe AdministrativeAgentofwrittennoticefromtheBorrowerofsuchreceipt,$50,000,000and(ii)atalltimes thereafter, $0.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Revolving Commitment” means, at any time with respect to any Lender, the Commitment of such Lender then in effect minus the Revolving Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Revolving Credit Exposure for purposes of calculating the commitment fee under Section 2.12(a).

“Available Tenor” means, as of any date of determination and with respect to the then-currentBenchmark,asapplicable,anytenorforsuchBenchmark(orcomponentthereof)orpaymentperiod for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or maybeusedfordeterminingthelengthofanInterestPeriodforanytermrateorotherwise,fordetermining anyfrequencyofmakingpaymentsofinterestcalculatedpursuanttothisAgreementasofsuchdateand not including, for the avoidance of doubt, anytenorfor such Benchmark that is then-removed from thedefinition of “Interest Period” pursuant to clause (e) of Section 2.14.

4

“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-In Legislation” means (a) with respect to any EEA Member Country implementing Article55ofDirective2014/59/EUoftheEuropeanParliamentandoftheCounciloftheEuropeanUnion, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time whichisdescribedintheEUBail-InLegislationScheduleand(b)withrespecttotheUnitedKingdom,Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation orruleapplicableintheUnitedKingdomrelatingtotheresolutionofunsoundorfailingbanks,investment firmsorotherfinancialinstitutionsortheiraffiliates(otherthanthroughliquidation,administrationorother insolvency proceedings).

“Banking Services” means each and any of the following bank services provided to the TopCooranyDesignatedSubsidiarybyanyLenderoranyofitsAffiliates:(a)creditcardsforcommercial customers (including, without limitation, commercial credit cards and purchasing cards), (b)stored value cards, (c) merchant processing services and (d)treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Agreement” means any agreement entered into by the TopCo or any Designated Subsidiary in connection with Banking Services.

“Banking Services Obligations” means any and all obligations of the TopCo or any Designated Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authorityorinstrumentalitythereof,unlesssuchownershipinterestresultsinorprovidessuchPersonwith immunityfromthejurisdictionofcourtswithintheUnitedStatesorfromtheenforcementofjudgmentsor writsofattachmentonitsassetsorpermitssuchPerson(orsuchGovernmentalAuthorityorinstrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, with respect to any (i) RFR Loan, the Daily Simple SOFR or (ii) Term Benchmark Loan, the Term SOFR Rate; providedthat if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFRRate,asapplicable,orthethen-currentBenchmark,then“Benchmark”meanstheapplicable BenchmarkReplacementtotheextentthatsuchBenchmarkReplacementhasreplacedsuchpriorbenchmark rate pursuant to clause (b) of Section 2.14.

5

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)    theAdjustedDailySimpleSOFR;

(2)    the sum of: (a) the alternate benchmark rate that has been selected by the AdministrativeAgentandtheBorrowerasthereplacementforthethen-currentBenchmarkforthe applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in Dollars at such time in the United States and (b) the related Benchmark Replacement Adjustment;

providedthatiftheBenchmarkReplacementasdeterminedpursuanttoclause(1)orclause (2)abovewouldbelessthantheFloor,theBenchmarkReplacementwillbedeemedtobetheFloor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, ormethodforcalculatingordeterminingsuchspreadadjustment(whichmaybeapositiveornegativevalue or zero), that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such BenchmarkwiththeapplicableUnadjustedBenchmarkReplacementbytheRelevantGovernmentalBody on the applicable Benchmark Replacement Date and/or (ii) 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 syndicated credit facilities denominated in Dollars at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice(or,iftheAdministrativeAgentdecidesthatadoptionofanyportionofsuchmarketpracticeisnot administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

6

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest tooccur of the following events with respect to such then-current Benchmark:

(1)    inthecaseofclause(1)or(2)ofthedefinitionof“BenchmarkTransitionEvent,” thelaterof(a)thedateofthepublicstatementorpublicationofinformationreferencedthereinand (b) the date on which the administrator of such Benchmark (or the published component used in thecalculationthereof)permanentlyorindefinitelyceasestoprovideallAvailableTenorsofsuch Benchmark (or such component thereof); or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; providedthat such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

Fortheavoidanceofdoubt,(i)iftheeventgivingrisetotheBenchmarkReplacementDate occursonthesamedayas,butearlierthan,theReferenceTimeinrespectofanydetermination,the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred inthecaseofclause(1)or(2)withrespecttoanyBenchmarkupontheoccurrenceoftheapplicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcingthatsuchadministratorhasceasedorwillceasetoprovideallAvailableTenorsofsuch Benchmark(orsuchcomponentthereof),permanentlyorindefinitely;providedthat,atthetimeof suchstatementorpublication,thereisnosuccessoradministratorthatwillcontinuetoprovideany Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for theadministratorofsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof), the Federal Reserve Board, the NYFRB, the CME Term 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 (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; providedthat,atthetimeofsuchstatementorpublication,thereisnosuccessoradministratorthat will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for theadministratorofsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

7

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

“Benchmark UnavailabilityPeriod” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current BenchmarkforallpurposeshereunderandunderanyLoanDocumentinaccordancewithSection2.14and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“BeneficialOwnershipCertification”meansacertificationregardingbeneficialownership or control as required by the Beneficial Ownership Regulation.

“BeneficialOwnershipRegulation” means31 C.F.R.§ 1010.230.

“BenefitPlan”meansanyof(a)an“employeebenefitplan”(asdefinedinSection3(3)of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section4975oftheCodeapplies,and(c)anyPersonwhoseassetsinclude(forpurposesofthePlanAsset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, andinterpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means MN8 Energy LLC, a Delaware limited liability company.

“Borrowing”means(a)RevolvingLoansofthesameType,made,convertedorcontinued onthesamedateand,inthecaseofTermBenchmarkLoans,astowhichasingleInterestPeriodisineffect or (b) a Swingline Loan.

“BorrowingRequest”meansarequestbytheBorrowerforaBorrowinginaccordancewith Section2.03, which shall be substantially in the form attached hereto as Exhibit G-1or any other form approved by the Administrative Agent.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are openforbusinessinNewYorkCity;providedthat,inadditiontotheforegoing,aBusinessDayshallbe (a)inrelationtoRFRLoansandanyinterestratesettings,fundings,disbursements,settlementsorpayments ofanysuchRFRLoan,oranyotherdealingsofsuchRFRLoanand(b)inrelationtoLoansreferencingthe AdjustedTermSOFRRateandanyinterestratesettings,fundings,disbursements,settlementsorpayments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencingtheAdjustedTermSOFRRate,anysuchdaythatisonlyaU.S.GovernmentSecuritiesBusiness Day.

“Business Interruption Insurance Proceeds” means any and all proceeds of any insurance, indemnity, warranty or guaranty payable from time to time to the TopCo or any of its Subsidiaries with respect to the partial or complete interruption of the operation of the business of the TopCo or any of its Subsidiaries.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rentorotheramountsunderanyleaseof(orotherarrangementconveyingtherighttouse)realorpersonal

8

property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided, that Capital Lease Obligations entered into in connection with Permitted Tax Equity Arrangements shall not constitute Capital Lease Obligations hereunder.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificatesofdeposit,timedeposits,eurodollartimedepositsorovernightbankdepositshavingmaturities ofoneyearorlessfromthedateofacquisitionissuedbyanycommercialbankorganizedunderthelawsof the United States or any state thereof having combined capital and surplus of not less than $500,000,000 and rated at least “AA-” by S&P, “Aa3” by Moody’s or AA- by Fitch; (c) commercial paper of an issuer rated at least “A-1” by S&P, “P-1” by Moody’s or F1+ by Fitch, or carrying an equivalent rating by a nationally recognized rating agency, if all three (3) of the named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) above, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by theUnitedStatesgovernment;(e)securitieswithmaturitiesofoneyearorlessfromthedateofacquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivisionortaxingauthorityofanysuchstate,commonwealthorterritory,thesecuritiesofwhichstate, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least “AA-”byS&P,“Aa3”byMoody’sorAA-byFitch;(f)securitieswithmaturitiesofsix(6)monthsorless from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) above; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) above; or (h) money market funds that (x) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (y) are rated“AAA”byS&P,“Aaa”byMoody’sorAAAbyFitchand(z)haveportfolioassetsofatleast $5,000,000,000(subject to a maximumof 5% of fund capital).

“CFADS” means, with respect to any period, all amounts received by the Loan Parties in respectofProjectsandotherassetsdirectlyorindirectlyownedbytheLoanParties,andanyrelatedpower and REC marketing activates, in each case, for contracted revenues or uncontracted revenues, minus AdministrativeCostsandamountsinvestedorotherwisetransferredbyoneormoreLoanPartiesinrespect of Guaranty Exposure of one or more Projects, in each case for such period; providedthat CFADS shall exclude all Excluded Revenues.

“CFC”meansa“controlledforeigncorporation”withinthemeaningofSection957ofthe Code.

“Change in Control” means (a)the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity InterestsoftheTopCo,(b)occupationatanytimeofamajorityoftheseats(otherthanvacantseats)onthe boardofdirectorsoftheTopCobyPersonswhowerenot(i)directorsoftheTopCo(1)atalltimespriorto theconsummationoftheInitialPublicOffering,asoftheEffectiveDateand(2)atalltimesfromandafter the consummation of the Initial Public Offering, after giving effect to the Initial Public Offering and the IPOPlanor(ii)nominated,approvedorappointedbytheboardofdirectorsoftheTopCoor(c)atanytime thatTopCoisnottheBorrower,TopCofailstoown100%oftheissuedandoutstandingEquityInterestsof

9

the Borrower; provided, that any actions set forth in the IPO Plan prior to the consummation of the Initial PublicOfferingandtheconsummationoftheInitialPublicOfferingshallnotconstituteaChangeinControl hereunder.

“ChangeinLaw”meanstheoccurrenceafterthedateofthisAgreementof(a)theadoption ofortakingeffectofanylaw,rule,regulationortreaty,(b)anychangeinanylaw,rule,regulationortreaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request,rule,guidelineordirective(whetherornothavingtheforceoflaw)ofanyGovernmentalAuthority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelinesordirectivesthereunderorissuedinconnectiontherewithorintheimplementationthereofand (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Charges”hasthemeaningassigned tosuchterminSection 9.16.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code”meansthe InternalRevenueCode of1986,as amended.

“Co-Syndication Agent” means each of Wells Fargo Bank, National Association, HSBC BankUSA,NatioanlAssociationandSociétéGénérale,initscapacityasco-syndicationagentforthecredit facility evidenced by this Agreement.

“Collateral”meansallofthe“Collateral”orothersimilartermreferredtointheCollateral Documentsandall ofthe otherpropertythat isoris intendedunderthe termsof the Collateral Documents tobesubjecttoasecurityinterestorLieninfavoroftheAdministrativeAgentforthebenefitoftheSecured Parties, to secure the Secured Obligations; provided that Collateral shall not include Excluded Assets.

“CollateralDocuments”means,collectively,theSecurityAgreementandeachoftheother agreements,instrumentsordocumentsexecutedinconnectionwiththisAgreementthatcreatesorpurports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“CommercialOperationsDate”meansthedateonwhichaMaterialProjectissubstantially complete, commercially operable and contracted under a Power Purchase Agreement with a fixed price schedule with a Power Purchaser with an investment grade rating from at least one nationally recognized rating agency or, if such Power Purchaser does not have a credit rating from any such rating agency, an equivalent shadow rating as determined in good faith by the Borrower.

“Commitment”means,withrespecttoeachLender,theamountsetforthonSchedule2.01oppositesuchLender’snameundertheheading“Commitment”,orintheAssignmentandAssumptionor other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform

10

Commercial Code) contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable, and giving effect to (a)any reduction in such amount from time to time pursuanttoSection2.09,(b)anyincreasefromtimetotimepursuanttoSection2.20and(c)anyreduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section9.04; providedthat at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment.

“CommitmentFee” hasthe meaningassigned tosuch termin Section 2.12(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications”means,collectively,anynotice,demand,communication,information, documentorothermaterialprovidedbyoronbehalfofanyLoanPartypursuanttoanyLoanDocumentor the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to Section 8.03, including through an Approved Electronic Platform.

“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.

“Consolidated EBITDA” means, TopCo’s consolidated net income (loss) before net interestexpense,net,(gain)lossontaxequitysale-leasebackbuyoutsandacquisitions,gainontermination of purchase obligations, legal settlements, loss on extinguishment of debt, income tax (benefit) expense, depreciation, amortization and accretion, restructuring and offering costs, contract amortization and acquisition and development costs.

“Consolidated Interest Expense” means, for any period, the interest expense (including withoutlimitationinterestexpenseunderCapitalLeaseObligationsthatistreatedasinterestinaccordance with GAAP) for which the Loan Parties (and not, for the avoidance of doubt, their Subsidiaries which are not Loan Parties) were contractually liable during such period with respect to all Indebtedness of one or more Loan Parties that remains outstanding as of the date of determination (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs under interest rate Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP, but excluding any amount not payable in cash).

“ConsolidatedTotalAssets”means,asofthedateofanydeterminationthereof,totalassets of the TopCo and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“ConsolidatedTotalIndebtedness”means,asofthedateofanydeterminationthereof,the sum,withoutduplication,of(a)theaggregateIndebtednessoftheTopCoanditsSubsidiariescalculatedon aconsolidatedbasisasofsuchdateinaccordancewithGAAP(otherthanundrawnlettersofcredit)and (b) Indebtedness of the type referred to in clause (a)hereof of another Person guaranteed by the TopCo or any of its Subsidiaries.

“ConsolidatedTotalNetIndebtedness”means,asofanydateofdeterminationthereof,the excess, if any, of (i) Consolidated Total Indebtedness (other than Indebtedness that is non-recourse to the TopCo andnotsecuredbyanyassetsoftheTopCo(otherthanEquityInterestsofanyProjectCompany)) over(ii)thelesserof(x)UnencumberedCashand(y)$30,000,000,ineachcase,asofsuchdateof determination.

11

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of aPerson, whether through the ability to exercise votingpower, by contract or otherwise.The terms “Controlling” and “Controlled” have meanings correlative thereto.

“CorrespondingTenor”withrespecttoanyAvailableTenormeans,asapplicable,eithera tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“CoveredEntity”meansanyofthe following:

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)    a “covered bank” as that term is defined in, and interpreted in accordance with,12 C.F.R. § 47.3(b); or

(iii)    a“coveredFSI”asthattermisdefinedin,andinterpretedinaccordancewith, 12 C.F.R. § 382.2(b).

“CoveredParty” hasthe meaning assignedto itin Section 9.19.

“Credit Event” means a Borrowing, the issuance, amendment or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.

“CreditParty”meanstheAdministrativeAgent,theIssuingBank,theSwinglineLenderor any other Lender.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR AdministratorontheSOFRAdministrator’sWebsite.AnychangeinDailySimpleSOFRduetoachange inSOFRshallbeeffectivefromandincludingtheeffectivedateofsuchchangeinSOFRwithoutnoticeto the Borrower.

“DebttoCapitalization Ratio”hasthe meaningassigned tothatterm inSection 6.12(c).

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a)has failed, within two (2) Business Days of the date required to be funded or paid, to (i)fund any portion of its Loans, (ii) fund any portion of its participationsinLettersofCreditorSwinglineLoansor(iii)payovertoanyCreditPartyanyotheramount required to be paid by it hereunder, unless, in the case of clause (i)above, such Lender notifies the AdministrativeAgentinwritingthatsuchfailureistheresultofsuchLender’sgoodfaithdetermination thataconditionprecedenttofunding(specificallyidentifiedandincludingtheparticulardefault,ifany)has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statementtotheeffect,thatitdoesnotintendorexpecttocomplywithanyofitsfundingobligationsunder

12

this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after requestbyaCreditParty,actingingoodfaith,toprovideacertificationinwritingfromanauthorizedofficer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of CreditandSwinglineLoansunderthisAgreement,providedthatsuchLendershallceasetobeaDefaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substancesatisfactorytoitandtheAdministrativeAgent,or(d)hasbecomethesubjectof(i)aBankruptcy Event or (ii) a Bail-In Action.

“Designated Subsidiary” means any Subsidiary of the TopCo that has been designated by the Borrower, by notice to the Administrative Agent, as an obligor of Banking Services Obligations or Swap Obligations, as applicable.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any Sale and Leaseback Transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“DisqualifiedInstitution”means(a)PersonsthatarespecificallyidentifiedbytheBorrower to the Administrative Agent in writing prior to the Effective Date, (b)any Person that is reasonably determinedbytheBorroweraftertheEffectiveDatetobeacompetitoroftheBorroweroritsSubsidiaries andwhichisspecificallyidentifiedinawrittensupplementtothelistof“DisqualifiedInstitutions”,which supplement shall become effective three (3) Business Days after delivery thereof to the Administrative AgentandtheLendersinaccordancewithSection9.01and(c)inthecaseoftheforegoingclauses(a)and (b), any of such entities’ Affiliates to the extent such Affiliates (x)are clearly identifiable as Affiliates of suchPersonsbasedsolelyonthesimilarityofsuchAffiliates’andsuchPersons’namesorthatareidentified by the Borrower on the list of “Disqualified Institutions” and (y) are not bona fide debt investment funds. It is understood and agreed that (i) any supplement to the list of Persons that are Disqualified Institutions contemplated by the foregoing clause (b) shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans or Commitments (but solely with respect to such Loans or Commitments), (ii) the Administrative Agent shall have no responsibility or liability to determine or monitor whether any Lender or potential Lender is a Disqualified Institution, (iii) the Borrower’s failure to deliver such list (or supplement thereto) in accordance with Section 9.01 shall render such list (or supplement) not received and not effective and (iv) “Disqualified Institution” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01.

“Dollars”or“$”referstolawfulmoneyoftheUnitedStatesofAmerica.

“Domestic Foreign Holding Company” mean any Domestic Subsidiary that owns no materialassets(directlyorthroughoneormoredisregardedentities)otherthancapitalstock(includingany debtinstrumenttreatedasequityforU.S.federalincometaxpurposes)ofoneormoreforeignsubsidiaries that are CFCs.

“Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.

13

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEAFinancialInstitution”means(a)anycreditinstitutionorinvestmentfirmestablished inanyEEAMemberCountrywhichissubjecttothesupervisionofanEEAResolutionAuthority,(b)any entityestablishedinanEEAMemberCountrywhichisaparentofaninstitutiondescribedinclause(a)of thisdefinition,or(c)anyfinancialinstitutionestablishedinanEEAMemberCountrywhichisasubsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEAMemberCountry”meansanyofthememberstatesoftheEuropeanUnion,Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrustedwithpublicadministrativeauthorityofanyEEAMemberCountry(includinganydelegee)having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section4.01 are satisfied (or waived in accordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,judgments,injunctions,noticesorbindingagreementsissued,promulgatedorenteredintobyany Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation of natural resources, (iii) the management, release or threatened release of any Hazardous Material or (iv) health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liabilityfordamages,costsofenvironmentalremediation,fines,penaltiesorindemnities),oftheTopCoor anySubsidiarydirectlyorindirectlyresultingfromorbasedupon(a)violationofanyEnvironmentalLaw, (b)thegeneration,use,handling,transportation,storage,treatmentordisposalofanyHazardousMaterials, (c)exposure to any Hazardous Materials, (d)the release or threatened release of any Hazardous Materials into the environment or (e)any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“EPC Contract” means, with respect to any Project, the engineering, procurement and constructioncontract,balanceofplantcontract,orothersimilarconstructioncontractenteredintobetween the applicable Project Company and an EPC Contractor.

“EPC Contractor” means, with respect to any Project, any contractor or supplier selected bytheTopCooritsSubsidiarywithrespecttotheconstruction,installationorsupplyarrangementsforsuch Project.

“EquityContribution”meansthedirectorindirectcashequitycontributionstotheTopCo in the form of (i) common equity, (ii) preferred equity or (iii) other equity having terms reasonably satisfactory to the Administrative Agent.

14

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974,asamendedfrom time to time, and the rules and regulations promulgated thereunder.

“ERISAAffiliate”meansanytradeorbusiness(whetherornotincorporated)that,together with the Borrower, is treated as a single employer under Section414(b) or (c)of the Code or Section 4001(14)ofERISAor,solelyforpurposesofSection302ofERISAandSection412oftheCode,istreated as a single employer under Section 414 of the Code.

“ERISAEvent”means(a)any“reportableevent”,asdefinedinSection4043ofERISAor the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b)the failure to satisfy the “minimum funding standard” (as defined in Section412 of theCodeorSection302ofERISA),whetherornotwaived;(c)thefilingpursuanttoSection412(c)ofthe Code or Section302(c) of ERISA of an application for a waiver of the minimum funding standard with respecttoanyPlan;(d)theincurrencebytheBorroweroranyofitsERISAAffiliatesofanyliabilityunder TitleIVofERISAwithrespecttotheterminationofanyPlan;(e)thereceiptbytheBorroweroranyERISA AffiliatefromthePBGCoraplanadministratorofanynoticerelatingtoanintentiontoterminateanyPlan or Plans or to appoint a trustee to administer any Plan; (f)the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower or anyofitsERISAAffiliatesfromanyPlanorMultiemployerPlan;or(g)thereceiptbytheBorrowerorany ERISAAffiliateofanynotice,orthereceiptbyanyMultiemployerPlanfromtheBorroweroranyERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA Affiliates of WithdrawalLiabilityoradeterminationthataMultiemployerPlanis,orisexpectedtobe,insolvent,within the meaning of Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eventof Default”hasthemeaning assignedto suchterm inSection 7.01.

“EWG”meansan“exemptwholesalegenerator”asdefinedinSection1262(6)ofPUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“Excluded Assets” means: (1) any interests in real property, (2) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act of an “AmendmenttoAllegeUse”pursuanttoSection1(c)oftheLanhamActwithrespectthereto,solelytothe extent, if any, that and solely during the period, if any, in which, the grant of a security interest therein wouldimpairthevalidityorenforceabilityofanyregistrationthatissuesfromsuchintent-to-useapplication underapplicablefederallaw,(3)assetsinrespectofwhichpledgesandsecurityinterests(x)areprohibited orrestrictedby(A)anylaworregulationor(B)anydirectorindirectcontractualobligation(includingany requirement to obtain the consent of any third party (other than the TopCo or any Subsidiary)) that, in the caseofthisclause(B),wasnotincurredincontemplationofitsbecomingaLoanGuarantor(includingin connection with Indebtedness or other contracts so long as such Indebtedness or contracts are permitted under this Agreement), in each case other than to the extent that such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of anyrelevantjurisdictionoranyotherapplicablelaw);providedthat,immediatelyupontheineffectiveness,

15

lapse or termination of any such prohibitions, such assets shall automatically cease to constitute Excluded Assetsor(y)wouldrequireagovernmental(includingregulatory)orthirdpartyconsent,approval,license orauthorizationinordertoprovidethelienthatisrequiredontheEffectiveDateoratthetimetherelevant Loan Guarantor becomes a Loan Guarantor, (4) Equity Interests in any entity other than Wholly-Owned Subsidiariestotheextentpledgesthereofarenotpermittedbysuchentity’sorganizationalorjointventure documents(unlessanysuchrestrictionwouldberenderedineffectivepursuanttoSections9-406,9-407,9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law), (5) assets subject to certificates of title (other than motor vehicles subject to certificates of title; providedthat perfection of security interests in such motor vehicles shall be limited to the filing of UCC financing statements), letter of credit rights (other than to the extent the security interest in such letter of credit right may be perfected by the filing of UCC financing statements) with an individual value of less than$1,000,000andcommercialtortclaimswithanindividualvalueoflessthan$1,000,000,(6)anylease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other partythereto(otherthantheTopCooraLoanGuarantor)(otherthan(x)proceedsandreceivablesthereof, theassignmentofwhichisexpresslydeemedeffectiveundertheUCCnotwithstandingsuchprohibition, (y)totheextentthatanysuchtermhasbeenwaivedor(z)totheextentthatanysuchtermwouldberendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of anyrelevantjurisdictionoranyotherapplicablelaw);providedthat,immediatelyupontheineffectiveness, lapseor termination ofanysuch term, suchassets shallautomatically ceaseto constituteExcludedAssets, (7) trust, payroll and tax withholding accounts funded in the ordinary course of business and required by applicable law, custodial accounts, escrow accounts and other similar deposit or securities accounts, and depositaccountsnototherwisedescribedinthisclausewithaveragedailybalancesoflessthan$1,000,000, (8) foreign assets (other than customary pledges of up to 65% of the voting equity interests and 100% of the non-voting equity interests in Foreign Subsidiaries that would be Material Domestic Subsidiaries if domiciledintheUnitedStates(itbeingagreedthatnoforeignlawgoverneddocumentationshallberequired to be delivered in respect thereof); (9) Equity Interests in MN8 Inc. or, prior to the consummation of an InitialPublicOffering,MN8EnergyLLC;and(10)thoseassetsastowhichtheAdministrativeAgentand theBorrowerreasonablyagreethatthecost,burden,difficultyorconsequenceofobtainingsuchasecurity interestorperfectionthereofoutweighs,orareexcessiveinrelationto,thepracticalbenefittotheLenders ofthesecuritytobeaffordedthereby.Notwithstandingtheforegoing,(x)ExcludedAssetsshallnotinclude (A) any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets) or (B) the Equity InterestsinMN8EnergyOperatingCompanyLLCoranyIdentifiedSubsidiaryand(y)otherthan,forthe avoidance of doubt, for control agreements, collateral assignments of insurance and insurance endorsements, no consents to collateral assignment or other agreements or acknowledgments will be obtained from any third party under any circumstances.

“Excluded Revenues” means amounts received by a Loan Party in respect of (a)Equity Contributions,(b)anyExtraordinaryReceiptsand(c)anyproceedsofinsurancewithrespecttoanylossor recapture of investment tax credits.

“Excluded Subsidiary” means (a) any Domestic Foreign Holding Company, (b) any Subsidiary that is a direct or indirect Subsidiary of a Domestic Foreign Holding Company or any Foreign Subsidiary, (c) any Subsidiary (i) that is prohibited or restricted from Guaranteeing the credit facilities evidencedbythisAgreementby(A)anylaworregulationor(B)anycontractualobligation(includingany requirement to obtain the consent of any third party (other than the TopCo or any Subsidiary)) that, in the caseofthisclause(B),existsontheEffectiveDateorisenteredintoinaccordancewiththisAgreement,

16

(ii)thatwouldrequireagovernmental(includingregulatory)consent,approval,licenseorauthorizationin ordertoprovideaGuaranteeofthecreditfacilitiesevidencedbythisAgreementor(iii)wheretheprovision of a Guarantee by such Subsidiary of the credit facilities evidenced by this Agreement would result in adversetaxconsequencestotheTopCoand/oritsdirectorindirectSubsidiariesasdeterminedingoodfaith bytheTopCoinconsultationwiththeAdministrativeAgent,(d)anyForeignSubsidiary,(e)thoseDomestic Subsidiaries as to which the Administrative Agent and the TopCo reasonably agree that the cost, burden, difficultyorconsequenceofobtainingaGuaranteeofthecreditfacilitiesevidencedbythisAgreementfrom such Subsidiary outweighs, or are excessive in relation to, the practical benefit to the Lenders of the Guarantee to be afforded thereby, (f) GSRP Warehouse I, LLC and (g) each Identified Subsidiary. Notwithstanding anything contained in the prior sentence, it is agreed and understood that neither MN8 Energy Operating Company LLC nor MN8 Energy LLC shall constitute Excluded Subsidiaries.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligationif,andtotheextentthat,alloraportionoftheGuaranteeofsuchLoanPartyof,orthegrantby suchLoanPartyofasecurityinteresttosecure,suchSpecifiedSwapObligation(oranyGuaranteethereof) isorbecomesillegalundertheCommodityExchangeActoranyrule,regulationororderoftheCommodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or thegrantofsuchsecurityinterestbecomesorwouldbecomeeffectivewithrespecttosuchSpecifiedSwap Obligation.IfaSpecifiedSwapObligationarisesunderamasteragreementgoverningmorethanoneswap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a)Taxes imposed on or measured bynetincome(howeverdenominated),franchiseTaxes,andbranchprofitsTaxes,ineachcase, (i)imposed as a result of such Recipient being organized under the laws of, or having its principal office or,inthecaseofanyLender,itsapplicablelendingofficelocatedin,thejurisdictionimposingsuchTax(or anypoliticalsubdivisionthereof)or(ii)thatareOtherConnectionTaxes,(b)inthecaseofaLender, U.S.federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on thedateonwhich(i)suchLenderacquiressuchinterestintheLoan,LetterofCreditorCommitment(other thanpursuanttoanassignmentrequestbytheBorrowerunderSection 2.19(b)orSection9.02(e))or (ii)suchLenderchangesitslendingoffice,exceptineachcasetotheextentthat,pursuanttoSection2.17, amountswithrespecttosuchTaxeswerepayableeithertosuchLender’sassignorimmediatelybeforesuch Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediatelybeforeitchangeditslendingoffice,(c)TaxesattributabletosuchRecipient’sfailuretocomply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.

“ExistingLettersofCredit”isdefinedinSection2.06(a).

“Extraordinary Receipt” means any cash received by or paid to or for the account of the TopCo as (i) proceeds of insurance (other than Business Interruption Insurance Proceeds) received in connection with damage to, or loss of, the TopCo’s or its Subsidiaries’ assets that are not intended to be applied to the repair or restoration of such assets, and (ii) condemnation awards (and payments in lieu thereof).

“FATCA”meansSections1471through1474oftheCode,asofthedateofthisAgreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered

17

into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB basedonsuchday’sfederalfundstransactionsbydepositaryinstitutions,asdeterminedinsuchmanneras shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding BusinessDaybytheNYFRBastheeffectivefederalfundsrate;providedthatiftheFederalFundsEffective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.

“FederalReserveBoard”meanstheBoardofGovernorsoftheFederalReserveSystemof the United States of America.

“FERC”meanstheFederalEnergyRegulatoryCommission,oritssuccessor.

“FinalRelease Conditions” hasthe meaning assignedto such termin Section 9.14(c).

“FinancialOfficer”meansthechieffinancialofficer,principalaccountingofficer,treasurer orcontrolleroftheTopCooranyotherPersondesignatedasa“FinancialOfficer”byanyoftheforegoing officers in writing to the Administrative Agent and reasonably acceptable to the Administrative Agent.

“FinancialCovenants”meansthecovenantssetforthinSection6.12ofthisAgreement.

“Financials” means the annual or quarterly financial statements, and accompanying certificates and other documents, of the TopCo and its Subsidiaries required to be delivered pursuant to Section 5.01(a) or 5.01(b).

“First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any oneormoreoftheTopCoanditsDomesticSubsidiariesdirectlyownsorControlsmorethan50%ofsuch Foreign Subsidiary’s issued and outstanding Equity Interests.

“Floor”meansthebenchmarkratefloor,ifany,providedinthisAgreementinitially(asof theexecutionofthisAgreement,themodification,amendmentorrenewalofthisAgreementorotherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0%.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ForeignSubsidiary”meansany SubsidiarywhichisnotaDomestic Subsidiary.

“FPA”meanstheFederalPowerAct,asamended,andtheimplementingregulationsof FERC.

“FrontingFee” hasthe meaning assignedto such termin Section 2.12(b).

“GAAP”meansgenerallyacceptedaccountingprinciplesintheUnitedStatesofAmerica.

18

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness orotherobligationofanyotherPerson(the“primaryobligor”)inanymanner,whetherdirectlyorindirectly, andincludinganyobligationoftheguarantor,directorindirect,(a)topurchaseorpay(oradvanceorsupply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance orsupplyfundsforthepurchaseof)anysecurityforthepaymentthereof,(b)topurchaseorleaseproperty, securitiesorservicesforthepurposeofassuringtheownerofsuchIndebtednessorotherobligationofthe payment thereof, (c)to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligationor(d)asanaccountpartyinrespectofanyletterofcreditorletterofguarantyissuedtosupport such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to beanamountequaltothelesserof(a)thestatedordeterminableamountoftheprimarypaymentobligation inrespectofwhichsuchGuaranteeismadeand(b)themaximumamountforwhichtheguaranteeingPerson may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary payment obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by the Borrower in good faith.

“Guaranty Exposure” means, as to any Loan Party, the contractual obligations of such Person under any guaranty made in favor of one or more lenders or agents that guarantees the payment of indebtednessforborrowedmoneyincurredbyanySubsidiary,includinganyguarantyuponadiversionof cash to one or more tax equity investors under a Tax Equity Document.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Identified Subsidiaries” means each of GSRP Portfolio I HoldCo, LLC, GSRP Portfolio II HoldCo, LLC, GSRP Portfolio III Holdco, LLC and GSRP Carlo LLC.

“IncreasingLender”hasthemeaningassigned tosuchterm inSection 2.20.

“IncrementalTermLoan” hasthemeaningassignedto suchterm inSection 2.20.

“IncrementalTermLoanAmendment”hasthemeaningassignedtosuchtermin Section 2.20.

“Indebtedness” means, with respect to any Person at any time, without duplication, (a) its liabilities for borrowed money and its liabilities evidenced by bonds, debentures, notes or similar instruments,(b)itsliabilitiesforthedeferredpurchasepriceofpropertyacquiredbysuchPerson(excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), (c) all liabilitiesappearingonitsbalancesheetinaccordancewithGAAPinrespectofCapitalLeaseObligations,

19

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities), (e) all its liabilities inrespectoflettersofcreditorinstrumentsservingasimilarfunctionissuedoracceptedforitsaccountby banksandotherfinancialinstitutions(whetherornotrepresentingobligationsforborrowedmoney),(f)its liabilities under Sale and Leaseback Transactions and (g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses(a) through (f) hereof.Indebtedness of any Person shall includeallobligationsofsuchPersonofthecharacterdescribedinclauses(a)through(g)totheextentsuch Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

Notwithstanding anything to the contrary in this definition, the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, or earnoutsunderacquisitionagreements,(iii)obligationsunderSaleandLeasebackTransactionstotheextent such obligations are not reflected as a liability on the consolidated balance sheet of the TopCo, (iv) obligations, current or projected, under any Swap Agreements, (v) Permitted Equity Commitments, (vi) Permitted Project Undertakings so long as not constituting Indebtedness referred to in clause (a) of the definitionthereofor (vii)Project Obligationssolong asnot constitutingIndebtednessreferred toin clause (a) of thedefinition thereof.

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

“Indemnitee”hasthemeaningassigned tosuchterm inSection 9.03(c).

“IneligibleInstitution”hasthemeaning assignedto suchterm inSection 9.04(b).

“InitialPublicOffering”meanstheinitialpublicofferingoftheEquityInterestsofMN8 Inc.

“Information”hasthemeaning assignedto suchterm inSection 9.12.

“Information Memorandum” means the Confidential Information Memorandum dated September 2022 relating to MN8 Inc. and the Transactions.

“Interconnection Agreement” means, with respect to any Project, any interconnection agreementstowhichtheapplicableProjectCompanyandanInterconnectionProviderareaparty,orfrom which a Project Company benefits.

“Interconnection Provider” means, with respect to any Project, the provider of interconnection services for such Project under the Interconnection Agreement for such Project.

“InterestCoverage Ratio”hasthemeaning assigned tosuch termin Section 6.12(b).

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section2.08, which shall be substantially in the form attached hereto as Exhibit G-2or any other form approved by the Administrative Agent.

“InterestPaymentDate”means(a)withrespecttoanyABRLoan(otherthanaSwingline Loan),thelastdayof eachMarch,June,September andDecemberandthe MaturityDate,(b)withrespect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is

20

onemonthaftertheBorrowingofsuchRFRLoan(or,ifthereisnosuchnumericallycorrespondingdayin such month, then the last day of such month) and the Maturity Date, (c)with respect to any Term BenchmarkLoan,thelastdayofeachInterestPeriodapplicabletotheBorrowingofwhichsuchLoanisa part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date and (d)with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (or such other date agreed by the Borrower and the Administrative Agent) (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i)if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii)any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically correspondingdayinthelastcalendarmonthofsuchInterestPeriod)shallendonthelastBusinessDayof thelastcalendarmonthofsuchInterestPeriodand(iii)notenorthathasbeenremovedfromthisdefinition pursuant to Section 2.14(e) shall be available for specification in such Borrowing Request or Interest Election Request.For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internalization Costs” means the costs associated with non-recurring internal reorganization, preparation for an initial public offering, and related matters of the Borrower and its Affiliates.

“Invested Capital” means, as of any date of determination, (x) the aggregate amount of Equity Contributions to the Loan Parties and their Subsidiaries since September 19, 2017 by direct or indirectinvestorsintheLoanPartiesandsuchSubsidiaries,whetherintheformofcontributionstocapital, the acquisition of the Equity Interests in the Loan Parties or their Subsidiaries, the payment of obligations (including Indebtedness) on behalf ofthe Loan Parties and their Subsidiaries, or otherwise, less (y) any suchEquityContributionmadebyanyTaxEquityInvestorinconnectionwithanyTaxEquityDocument, less (z) to the extent the Loan Parties recognize net asset impairment losses in accordance with GAAP in excess of $150,000,000 after the Effective Date, the amount of such excess.

“Investment”hasthemeaning assignedto suchterm inSection 6.05.

“IPOPlan”meanseachoftheactionsandevents,togetherwithactionsandeventsancillary thereto (to the extent not adverse to the Lenders in any material respect), to be taken in furtherance of the Initial Public Offering, as set forth in Schedule X or otherwise approved by the Required Lenders (such approval not to be unreasonably withheld, conditioned or delayed).

“IRS”meanstheUnitedStatesInternalRevenueService.

“Issuing Bank” means JPMorgan Chase Bank, N.A. (through itself or through one of its designated affiliates or branch offices), in its capacity as the issuer of Letters of Credit hereunder, and its successorsinsuchcapacityasprovidedinSection2.06(i);providedthat,solelywithrespecttotheExisting LettersofCreditissuedbyHSBCBankUSA,NationalAssociation,HSBCBankUSA,National Association shall be deemed to be an Issuing Bank (and each reference in this Agreement to the “Issuing

21

Bank”,solelywhenmadeinrespectoftheExistingLettersofCreditissuedbyHSBCBankUSA,National Association,shallbedeemedtorefertoHSBCBankUSA,NationalAssociation).TheIssuingBankmay, initsdiscretion,arrangeforoneormoreLettersofCredittobeissuedbyAffiliatesoftheIssuingBank,in whichcasetheterm“IssuingBank”shallincludeanysuchAffiliatewithrespecttoLettersofCreditissued by such Affiliate.

“LCCollateral Account”hasthemeaning assignedto suchterm inSection 2.06(j).

“LCDisbursement”meansapaymentmadebytheIssuingBankpursuanttoaLetterof Credit.

“LC Exposure” means, at any time, the sum of (a)the aggregate undrawn amount of all outstandingLettersofCreditatsuchtime,plus(b)theaggregateamountofallLCDisbursementsthathave notyetbeenreimbursedbyoronbehalfoftheBorroweratsuchtime.TheLCExposureofanyLenderat any time shall be its Applicable Percentage of the LC Exposure at such time.For all purposes of this Agreement,ifonanydateofdeterminationaLetterofCredithasexpiredbyitstermsbutanyamountmay still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may beineffectattheapplicabletime)orsimilartermsinthegoverningrulesorlawsoroftheLetterofCredit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligationsoftheBorrowerandeachLendershallremaininfullforceandeffectuntiltheIssuingBankand the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender-RelatedPerson”has themeaning assignedto suchterm inSection 9.03(b).

“Lenders”meansthePersonslistedonSchedule2.01andanyotherPersonthatshallhave become a Lender hereunder pursuant to Section2.20 or pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumptionorotherwise.Unlessthecontextotherwiserequires,theterm“Lenders”includestheSwingline Lender and the Issuing Bank.

“LetterofCredit”meansanyletterofcreditissuedpursuanttothisAgreement.

“LetterofCredit Agreement”hasthemeaning assignedto suchterm inSection 2.06(b).

“Leverage Ratio” means the ratio, determined as of the last day of the then most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a)or 5.01(b)(or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)), of (a)Consolidated Total Net Indebtedness, to (b)CFADS for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the TopCo and its Subsidiaries on a consolidated basis.

“Liabilities”meansanylosses,claims(includingintrapartyclaims),demands,damagesor liabilities of any kind.

22

“Lien” means, with respect to any asset, (a)any mortgage, deed of trust, lien, pledge, hypothecation,encumbrance,chargeorsecurityinterestin,onorofsuchasset,(b)theinterestofavendor oralessorunderanyconditionalsaleagreement,capitalleaseortitleretentionagreement(oranyfinancing leasehavingsubstantiallythesameeconomiceffectasanyoftheforegoing)relatingtosuchassetand(c)in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement (including schedules and exhibits hereto), any promissorynotesissuedpursuanttoSection2.10(e),anyLetterofCreditapplications,anyLetterofCredit Agreement, the Collateral Documents, the Loan Guaranty and any other agreements, contracts or other documentsrelatingtoSpecifiedAncillaryObligations.AnyreferenceinthisAgreementoranyotherLoan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement orsuchLoanDocumentasthesamemaybeineffectatanyandalltimessuchreferencebecomesoperative.

“LoanGuaranty”meansthatcertainGuarantydatedasoftheEffectiveDate(includingany andallsupplementsthereto)andexecutedbyeachLoanGuarantor,asamended,restated,supplementedor otherwise modified from time to time.

“Loan Guarantor” means each Material Domestic Subsidiary that is a party to the Loan Guarantyand,followingitsjoindertotheLoanGuaranty,MN8Inc.TheLoanGuarantorsontheEffective Date are identified as such in Schedule 3.01hereto.

“LoanParties”means, collectively,the Borrower andtheLoan Guarantors.

“Loans”meanstheloansmadebytheLenderstotheBorrowerpursuanttothisAgreement.

“MarginStock”meansmarginstockwithinthemeaningofRegulationsT,UandX,as applicable.

“Material Adverse Effect” means a material adverse effect on (a)the business, assets, operationsorcondition(financialorotherwise)oftheTopCoandtheSubsidiariestakenasawhole,(b)the ability of the Borrower to perform any of its material obligations under this Agreement or any other Loan Document or (c)the validity or enforceability of this Agreement or any and all other Loan Documents or the material rights or remedies of the Administrative Agent and the Lenders thereunder.

“MaterialDomesticSubsidiary”meanseachDomesticSubsidiary(i)which,asofthemost recentfiscalquarteroftheBorrower,fortheperiodoffourconsecutivefiscalquartersthenended,forwhich financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than ten percent (10.0%) of Consolidated EBITDA for such period or (ii) which contributed greater than ten percent (10%) of ConsolidatedTotalAssetsasoftheendofanysuchfiscalquarter;providedthat,ifatanytimetheaggregate amount of Consolidated EBITDA attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries or otherwise owned by Material Domestic Subsidiaries exceeds twenty percent (20%) of ConsolidatedEBITDAforanysuchperiod,theBorrower(or,intheeventtheBorrowerhasfailedtodoso within ten (10) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “MaterialDomesticSubsidiaries”toeliminatesuchexcess,andsuchdesignatedSubsidiariesshallforall purposes of this Agreement constitute Material Domestic Subsidiaries.At any time, the Borrower maydesignate any Domestic Subsidiary as a Material Domestic Subsidiary.

23

“MaterialIndebtedness”meansIndebtedness(otherthantheLoansandLettersofCredit), or obligations in respect of one or more Swap Agreements, of any one or more of TopCo, the Borrower, MN8 Energy Operating Company LLC, or any other Material Domestic Subsidiary in an aggregate principal amount exceeding $200,000,000.For purposes of determining Material Indebtedness, the “principalamount”oftheobligationsofTopCo,theBorrower,MN8EnergyOperatingCompanyLLC,or any other Material Domestic Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the TopCo or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“MaterialProject”meanstheconstructionorexpansionofanycapitalprojectoftheTopCo or any of its Subsidiaries.

“MaterialProjectCFADSAdjustments”shallmean,withrespecttoeachMaterialProject, beginning with the first full fiscal quarter following the Commercial Operations Date of such Material Project and for the two immediately succeeding fiscal quarters, an amount reasonably determined by the Borrower as the projected CFADS attributable to such Material Project for the balance of the four full fiscal quarter period following such Commercial Operations Date, which may, at the Borrower's option, beaddedtoactualCFADSforsuchfiscalquarters.Notwithstandingtheforegoing,theaggregateamount of all Material Project CFADS Adjustments during any period shall be limited to 15% of the total actual CFADS for such period (which total actual CFADS shall be determined without including any Material Project CFADS Adjustments).

“MaturityDate”meansFebruary3,2028;provided,however,ifsuchdateisnotaBusiness Day, the Maturity Date shall be the next preceding Business Day.

“MaximumRate”hasthemeaning assignedto suchterm inSection 9.16.

“MN8Inc.” meansMN8 EnergyInc., aDelaware corporation.

“Moody’s”meansMoody’sInvestorsService,Inc.

“MultiemployerPlan”meansamultiemployerplanasdefinedinSection4001(a)(3)of ERISA.

“Non-ConsentingLender” hasthe meaningassigned tosuch termin Section 9.02(e).

“NYFRB”meanstheFederalReserveBankofNewYork.

“NYFRB Rate”means, for any day, thegreater of(a) theFederal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); providedthat if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaidratesassodeterminedwouldbelessthan0%,suchrateshallbedeemedtobe0%forpurposesof this Agreement.

“NYFRB’sWebsite”meansthewebsiteoftheNYFRBathttp://www.newyorkfed.org,or any successor source.

24

“O&M Contract” means, with respect to any Project, the primary contract or agreement regarding the operation and maintenance of such Project, entered into between the applicable Project Company and an O&M Contractor.

“O&MContractor”means,withrespecttoanyProject,thecontractororoperatorselected by Borrower with respect to the operation and maintenance for such Project.

“Obligations”meansallunpaidprincipalofandaccruedandunpaidinterestontheLoans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligationsandindebtedness(includinginterestandfeesaccruingduringthependencyofanybankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the TopCo and its Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise,ineachcase,arisingorincurredunderthisAgreementoranyoftheotherLoanDocumentsorin respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“OFAC”meanstheOfficeofForeignAssetsControloftheU.S.Departmentofthe Treasury.

“OtherConnectionTaxes”means,withrespecttoanyRecipient,Taxesimposedasaresult of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other thanconnectionsarisingfromsuchRecipienthavingexecuted,delivered,becomeapartyto,performedits obligationsunder,receivedpaymentsunder,receivedorperfectedasecurityinterestunder,engagedinany other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposedwithrespecttoanassignment(otherthananassignmentmadepursuanttoSection2.19orSection 9.02(e)).

“OvernightBankFundingRate”means,foranyday,theratecomprisedofbothovernight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking officesofdepositoryinstitutions,assuchcompositerateshallbedeterminedbytheNYFRBassetforthon the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Participant”hasthe meaningassigned tosuchterm inSection 9.04(c).

“ParticipantRegister”hasthemeaningassigned tosuchterminSection 9.04(c).

“ParticipationFee” hasthe meaningassigned tosuch termin Section 2.12(b).

“PatriotAct”meanstheUSAPATRIOTActof 2001.

“Payment”hasthemeaning assignedto suchterminSection 8.06(c).

25

“PaymentNotice”hasthemeaningassigned tosuchterm inSection 8.06(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permit”meansanypermit,license,authorization,plan,directive,consentorder,approval, registration, exemption or consent decree of or from any Governmental Authority.

“Permitted Equity Commitments” means obligations of the TopCo or any of its Subsidiaries to make any payment in respect of any Equity Interest in any Subsidiary (and any guarantee bytheTopCooranyofitsSubsidiariesofsuchobligations)aslongaseachsuchpaymentinrespectofsuch Equity Interest constitutes an Investment permitted hereunder.

“PermittedInvestment”meansanyInvestmentbytheTopCooranySubsidiary,solongas, aftergivingeffecttosuchInvestmentonaproformabasis,theTopCoisincompliancewiththeapplicable financial covenants set forth in Section 6.12 for the then most recently ended fiscal quarter for which FinancialswererequiredtobedeliveredandtheBorrowershallhavedeliveredtotheAdministrativeAgent a certificate of a Financial Officer of the Borrower to such effect, together with all relevant financial information, statements and projections requested by the Administrative Agent.

“PermittedLiens”hasthe meaningassignedtothat terminSection 6.02.

“PermittedProjectUndertakings”meansguarantiesby,orobligationsof,theTopCoorany of its Subsidiaries in respect of Project Obligations.

“Permitted Refinancing Debt” means any Indebtedness of the TopCo or any of the Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the TopCo or any of the Subsidiaries (other than intercompany Indebtedness) that was permitted to be incurred under Section 6.01(r)(such renewed, refunded, refinanced, replaced, defeased or discharged Indebtedness, the “Original Indebtedness”); providedthat: (a)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Original Indebtedness, plusanyAdditionalRefinancingAmount;(b)thestatedfinalmaturityofsuchPermittedRefinancingDebt shall not be earlier than that of such Original Indebtedness; (c)such Permitted Refinancing Debt shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one (1) or more fixed dates,upontheoccurrenceofone(1)ormoreeventsorattheoptionofanyholderthereof(except,ineach case, upon the occurrence of an event of default or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to the maturity of such Original Indebtedness; providedthat, notwithstandingtheforegoing,scheduledamortizationpayments(howeverdenominated)ofsuchPermitted Refinancing Debt shall be permitted so long as the weighted average life to maturity of such Permitted RefinancingDebtshallbelongerthantheweightedaveragelifetomaturityofsuchOriginalIndebtedness remaining as of the date of such extension, renewal or refinancing; (d)if the Original Indebtedness is subordinated in right of payment to the Obligations, such Permitted Refinancing Debt is subordinated in rightofpaymentto, theObligations,on termsatleast asfavorableto theLendersas thosecontainedin the documentation governing the Original Indebtedness; (e)such Permitted Refinancing Debt shall not constituteanobligation(includingpursuanttoaguarantee)oftheTopCooranyofitsSubsidiaries,ineach casethatshallnothavebeen(or,inthecaseofafter-acquiredSubsidiaries,shallnothavebeenrequiredto become pursuant to the terms of the Original Indebtedness) an obligor in respect of such Original

26

Indebtedness,andshallconstituteanobligationoftheTopCoorsuchSubsidiaryonlytotheextentoftheir obligations in respect of such Original Indebtedness; providedthat if more than one item of Original Indebtedness is being renewed, refunded, replaced, defeased or discharged, any obligor (or Person that would have been required to become an obligor) of any such Original Indebtedness may be an obligor of the applicable Permitted Refinancing Debt; and (f)such Permitted Refinancing Debt shall not be secured byanyLienonanyassetotherthantheassetsthatsecuredsuchOriginalIndebtedness(orwouldhavebeen requiredtosecuresuchOriginalIndebtednesspursuanttothetermsthereof)or,intheeventLienssecuring suchOriginalIndebtednessshallhavebeencontractuallysubordinatedtoanyLiensecuringtheObligations, byanyLienthatshallnothavebeencontractuallysubordinatedtoatleastthesameextent;providedthatif morethanoneitemofOriginalIndebtednessisbeingrenewed,refunded,replaced,defeasedordischarged, anyassetsecuring(orthatwouldhavebeenrequiredtosecure)anysuchOriginalIndebtednessmaysecure the applicable Permitted Refinancing Debt.

“Permitted Tax Equity Arrangement” means, with respect to any Project, a tax equity arrangement through a “partnership flip,” “sale leaseback,” “inverted lease” or other structure or government program in respect of one or more Projects.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan”meansanyemployeepensionbenefitplan(otherthanaMultiemployerPlan)subject totheprovisionsofTitleIVofERISAorSection412oftheCodeorSection302ofERISA,andinrespect ofwhichtheBorroweroranyERISAAffiliateis(or,ifsuchplanwereterminated,wouldunder Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“PledgeSubsidiary”means(i) eachDomesticSubsidiaryand(ii) eachFirstTierForeign Subsidiary.

“PowerPurchaseAgreement”means,withrespecttoanyProject,(i)anypowerpurchase, hedgeorotherrevenuearrangementwithaPowerPurchaserenteredintoby,oronbehalfof,theapplicable Project Company with respect to such Project for the sale of, or financial hedge with respect to, electrical energyandanyancillaryservicesorattributesrelatedthereto,including,ifapplicableaspartofsuchpower purchase, hedge or similar agreement and (ii) any REC Agreement.

“Power Purchaser” means, with respect to any Project, the purchaser (or, in the case of a financialhedgearrangementorotherrevenuearrangement,theratepayerorotherofftaker)underaPower Purchase Agreement with respect to such Project.

“PrimeRate”meanstherateofinterestlastquotedbyTheWallStreetJournalasthe“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quotedtherein(asdeterminedbytheAdministrativeAgent)oranysimilarreleasebytheFederalReserve Board(asdeterminedbytheAdministrativeAgent).EachchangeinthePrimeRateshallbeeffectivefrom and including the date such change is publicly announced or quoted as being effective.

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

27

“Project” means a solar, wind, biomass, hydroelectric, geothermal, renewable energy, battery storage, energy storage, hydrogen, fuel cell, electric vehicle charging, energy efficiency systems, electrictransmissionanddistributionorwaterinstallationproject(orahybridenergygeneratinginstallation that utilizes a combination of any of the foregoing), in each case whether commercial or residential in nature.

“Project Company” with respect to any Project, the direct or indirect Subsidiary of the TopCo that directly develops, constructs, owns and operates, as applicable, such Project, in each case whether owned as of the Effective Date or thereafter formed or acquired.

“ProjectDocuments”means,withrespecttoaProject,anycontracttowhichtheapplicable Project Company for such Project is a party (or its direct or indirect parent companies that are or will be Subsidiaries of the TopCo are a party, and in the case of credit support, any other Affiliate of such Project Company), with respect to the development, construction, and operation and maintenance of, and sales of andtransmissionofelectricityorotherassetsfrom,suchProject,includingallleases,easements,sitecontrol and other real property documents, the Power Purchase Agreement, Interconnection Agreements, EPC Contracts, and O&M Contracts, and any related guarantees or other credit support in connection with any of the foregoing, along with all amendments and supplements thereto.

“Project Obligations” means, as to the TopCo or any of its Subsidiaries, any contractual obligation of such Person under any Project Document or any Tax Equity Document.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“PUHCA”meansthePublicUtilityHoldingCompanyActof2005andtheimplementing regulations of FERC at 18 C.F.R Part 366.

“PURPA”meansthePublicUtilityRegulatoryPoliciesActof1978andtheimplementing regulations of FERC.

“Qualifying Facility” or “QF” means a qualifying facility under Section 210 of PURPA, and FERC’s implementing regulations thereof at 18 C.F.R Part 292.

“QFC”hasthemeaningassignedtotheterm“qualifiedfinancialcontract”in,andshallbe interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFCCreditSupport”hasthemeaning assignedtoit inSection 9.19.

“Recipient”means(a)theAdministrativeAgent,(b)anyLenderand(c)theIssuingBank, asapplicable.

“REC Agreement” means with respect to any Project, any agreement between a Project Company and a REC Counterparty relating to the purchase, sale, swap, hedge, or similar arrangement relating to the RECs of such Project.

“RECCounterparty”means,withrespecttoanyProject,thepurchaserorofftakerundera REC Agreement with respect to such Project.

“RECs” means credits, credit certificates, green tags or similar environmental or green energyattributes(suchasthoseforgreenhousegasreductionorthegeneration,storageordeliveryofgreen power or renewable energy) created by a Governmental Authority of any state or local jurisdiction and/or

28

independent certification board or group generally recognized in the electric power generation industry, and generated by or associated with any Project or electricity produced therefrom.

“Reference Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the Term SOFR Rate, 5:00 a.m., Chicago time, on the day that is two (2) U.S. GovernmentSecuritiesBusinessDaysprecedingthedateofsuchsetting,(ii)iftheRFRforsuchBenchmark isDailySimpleSOFR,thenfour(4)RFRBusinessDayspriortosuchsettingor(iii)ifsuchBenchmarkis none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register”hasthe meaningassigned tosuchterminSection 9.04(b).

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means RegulationX of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“RelatedParties”means,withrespecttoanyspecifiedPerson,suchPerson’sAffiliatesand the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Project Company” means, each Project Company solely to the extent proceeds of any Loans are invested in (including by making payments on behalf of) such Project Company, and solely for so long as the amount so invested has not been distributed or otherwise repaid by such Project Company.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (ii) with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable.

“Required Lenders” means, subject to Section 2.21, (a) at any time prior to the earlier of theLoansbecomingdueandpayablepursuanttoSection7.02ortheCommitmentsterminatingorexpiring, Lenders having Revolving Credit Exposures and Unfunded Commitments representing more than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments at such time, providedthat, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the Unfunded Commitment of each Lender shall be deemed to be zero; and (b) for all purposes after the Loans become dueandpayablepursuanttoSection7.02ortheCommitmentsexpireorterminate,Lendershaving Revolving Credit Exposures representing more than 50% of the Total Revolving Credit Exposure at such time; providedthat, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure of any Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.21 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving Credit

29

Exposure excluding such excess amount and (y) for the purpose of determining the Required Lenders neededforanywaiver,amendment,modificationorconsentoforunderthisAgreementoranyotherLoan Document, any Lender that is the TopCo or an Affiliate of the TopCo shall be disregarded.

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

“Responsible Officer” means, as to any Person, the president, the chief executive officer, any vice president, the treasurer, the secretary, any assistant secretary, any managing general partner, any managing member of such Person or of any managing general partner or any managing member of such Person, or any authorized representative of such Person.

“RestrictedPayment”meansanydividendorotherdistribution(whetherincash,securities or other property) with respect to any Equity Interests in the TopCo or any Subsidiary, or any payment (whetherincash,securitiesorotherproperty),includinganysinkingfundorsimilardeposit,onaccountof the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests intheTopCooranySubsidiaryoranyoption,warrantorotherrighttoacquireanysuchEquityInterestsin the TopCo or any Subsidiary.

“Reuters”means,asapplicable,ThomsonReutersCorp.,Refinitiv,oranysuccessor thereto.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

“RevolvingLoan”means aLoan madepursuant toSection 2.01.

“RFR” when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted Daily Simple SOFR.

“RFRBorrowing”means,astoanyBorrowing,theRFRLoanscomprisingsuch Borrowing.

“RFRLoan”meansaLoanthatbearsinterestataratebasedontheAdjustedDailySimple SOFR.

“S&P”meansStandard&Poor’sRatingServices,aStandard&Poor’sFinancialServices LLC business.

“SaleandLeasebackTransaction”meansanysaleorothertransferofanypropertyorasset by any Person with the intent to lease such property or asset as lessee; provided, that Sale and Leaseback Transactions entered into in connection with Permitted Tax Equity Arrangements shall not constitute Sale and Leaseback Transactions hereunder.

“SanctionedCountry”means,atanytime,acountry,regionorterritorywhichisitselfthe subjectortargetofanySanctions(atthetimeofthisAgreement,theso-calledDonetskPeople’sRepublic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia andKherson Regions of Ukraine, Cuba, Iran, North Korea and Syria).

30

“SanctionedPerson”means,atanytime,(a)anyPersonlistedinanySanctions-relatedlist of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission of the United States of America or any Governmental Authority succeeding to any of its principal functions.

“Secured Obligations” means all Obligations, together with all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective Affiliates; providedthat the definition of “Secured Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“SecuredParties”meanstheholdersoftheSecuredObligationsfromtimetotimeandshall include(i)eachLenderandtheIssuingBankinrespectofitsLoansandLCExposurerespectively,(ii)the AdministrativeAgent,theIssuingBankandtheLendersinrespectofallotherpresentandfutureobligations andliabilitiesoftheTopCoandeachSubsidiaryofeverytypeanddescriptionarisingunderorinconnection withthisAgreementoranyotherLoanDocument,(iii)eachLenderandAffiliateofsuchLenderinrespect ofSwapAgreementsandBankingServicesAgreementsenteredintowithsuchPersonbytheTopCoorany Designated Subsidiary, (iv)each indemnified party under Section9.03 in respect of the obligations and liabilities of the TopCo to such Person hereunder and under the other Loan Documents, and (v)their respective successors and (in the case of a Lender, permitted) transferees and assigns.

“SecuritiesAct”meanstheUnitedStatesSecuritiesActof1933.

“Security Agreement” means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of the Effective Date, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“SOFR”meansarateequaltothesecuredovernightfinancingrateasadministeredbythe SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

31

“SOFRRate Day”has the meaningspecified inthedefinition of“Daily Simple SOFR”.

“Solvent”and“Solvency”mean,withrespecttoanyPersononanydateofdetermination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities,includingcontingentliabilities,ofsuchPerson,(b)thepresent fairsalablevalueofthe assetsof suchPersonisnotlessthantheamountthatwillberequiredtopaytheprobableliabilityofsuchPersonon itsdebtsastheybecomeabsoluteandmatured,(c)suchPersondoesnotintendto,anddoesnotbelievethat itwill,incurdebtsorliabilitiesbeyondsuchPerson’sabilitytopaysuchdebtsandliabilitiesastheymature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,forwhichsuchPerson’spropertywouldconstituteanunreasonablysmallcapital,and(e)such Personisabletopayitsdebtsandliabilities,contingentobligationsandothercommitmentsastheymature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, inthe light ofall the factsandcircumstances existing at suchtime, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Ancillary Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,regardlessofwhetherallowedorallowableinsuchproceeding)oftheTopCooranyDesignated Subsidiary, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute orcontingent,maturedorunmatured,liquidatedorunliquidated,securedorunsecured,arisingbycontract, operation of law or otherwise, to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement; providedthat the definition of “Specified Ancillary Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support,asapplicable)anyExcludedSwapObligationsofsuchLoanPartyforpurposesofdeterminingany obligations of any Loan Party.

“SpecifiedEquityContribution” hasthemeaning assignedtosuch terminSection 7.04.

“SpecifiedSwapObligation”means,withrespecttoanyLoanParty,anyobligationtopay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“SubordinatedIndebtedness”meansanyIndebtednessoftheTopCooranySubsidiarythe paymentof which iscontractually subordinated to payment of the obligations under the Loan Documents.

“Subordinated Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

“SubscriptionFacility”meansthecreditfacilityevidencedbythatcertainRevolvingCredit AgreementdatedasofFebruary22,2018(asamended,restated,supplementedorotherwisemodifiedfrom timetotime),byandamongGoldmanSachsRenewablePowerOperatingCompanyLLC,GoldmanSachs Renewable Power LLC and HSBC Bank USA, National Association.

“subsidiary”means,withrespecttoanyPerson(the“parent”)atanydate,anycorporation, limited liability company, partnership, association or other entity the accounts of which would be consolidatedwiththoseoftheparentintheparent’sconsolidatedfinancialstatementsifsuchfinancial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entityof which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in

32

the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held.

“Subsidiary”meansanysubsidiaryof TopCo.

“SupportedQFC” hasthemeaning assignedto itin Section 9.19.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivativetransactionoroptionorsimilaragreementinvolving,orsettledbyreferenceto,oneormorerates, currencies,commodities,equityordebtinstrumentsorsecurities,oreconomic,financialorpricingindices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; providedthat no phantom stock or similar plan providing for payments only on accountofservicesprovidedbycurrentorformerdirectors,officers,employeesorconsultantsoftheTopCo or the Designated Subsidiaries shall be a Swap Agreement.

“Swap Obligations” means any and all obligations of the TopCo or any Designated Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired(includingallrenewals,extensionsandmodificationsthereofandsubstitutionstherefor),under (a)anyandallSwapAgreementspermittedhereunderwithaLenderoranAffiliateofaLender,and(b)any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.

“SwinglineExposure”means,atanytime,theaggregateprincipalamountofallSwingline Loansoutstandingatsuchtime.TheSwinglineExposureofanyLenderatanytimeshallbethesumof(a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time(excluding,inthecaseofanyLenderthatisaSwinglineLender,SwinglineLoansmadebyitthatare outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation under Section2.21 of the Swingline ExposureofDefaultingLendersineffectatsuchtime,and(b)inthecaseofanyLenderthatisaSwingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time, less the amount of participations funded by the other Lenders in such Swingline Loans.

“Swingline Lender” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as the lender of Swingline Loans hereunder.

“SwinglineLoan”meansaLoan madepursuanttoSection 2.05.

“SwinglineSublimit”means$25,000,000.

“Tax Equity Documents” means, with respect to a Project, any contract to which the applicable Project Company or any other Subsidiary of the TopCo that directly or indirectly owns such Project is a party (and in the case of credit support, to which any other Affiliate of such Project Company is a party) entered into with or for the benefit of any Tax Equity Investor, including any equity capital contributionagreement,membershipinterestpurchaseagreement,limitedliabilitycompanyagreement,any lease,rentalscheduleorotheragreementrequiredinconnectionwitha“saleleaseback”or“invertedlease” transaction, and any related guarantees or other credit support in connection with any of the foregoing, along with all amendments and supplements thereto.

“Tax Equity Investor” means, with respect to any Project, any Person (including, in the case of an investor, its parent company guaranteeing such investor’s applicable obligations under the

33

relevant Tax Equity Documents) that is the provider of capital contributions pursuant to a tax equity arrangement through a “partnership flip,” “sale leaseback,” “inverted lease” or other structure.

“Taxes”meansallpresentorfuturetaxes,levies,imposts,duties,deductions,withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark”, when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted Term SOFR Rate.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFRDeterminationDay”),withrespecttoanyTermBenchmarkBorrowingdenominatedinDollarsandforany tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR AdministratorandidentifiedbytheAdministrativeAgentastheforward-lookingtermratebasedonSOFR. Ifby5:00p.m.(NewYorkCitytime)onsuchTermSOFRDeterminationDay,the“TermSOFRReference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a BenchmarkReplacementDatewithrespecttotheTermSOFRRatehasnotoccurred,then,solongassuch day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such TermSOFRDeterminationDaywillbetheTermSOFRReferenceRateaspublishedinrespectofthefirst preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government SecuritiesBusinessDayisnotmorethanfive(5)U.S.GovernmentSecuritiesBusinessDayspriortosuch Term SOFR Determination Day.

“TopCo”means(a)priortotheconsummationoftheInitialPublicOffering,theBorrower or (b) following the consummation of the Initial Public Offering, MN8 Inc. (and not, for the avoidance of doubt, the Borrower).

“Total Revolving Credit Exposure” means, at any time, the sum of (a) the outstanding principalamountoftheRevolvingLoansandSwinglineLoansatsuchtimeand(b)thetotalLCExposure at such time.

“TradeDate”hasthemeaning assignedto suchterm inSection 9.04(e)(i).

“Transactions”meanstheexecution,deliveryandperformancebytheLoanPartiesofthis Agreementand the other Loan Documents, the borrowing of Loans and other creditextensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

34

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Alternate Base Rate or the Adjusted Daily Simple SOFR.

“UCC”meanstheUniformCommercialCodeasineffectfromtimetotimeintheStateof New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UK 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 Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain creditinstitutionsandinvestmentfirms,andcertainaffiliatesofsuchcreditinstitutionsorinvestmentfirms.

“UKResolutionAuthority”meanstheBankofEnglandoranyotherpublicadministrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unencumbered Cash” means, at any time, cash and Cash Equivalents maintained by the Loan Parties and not subject to any Liens (other than Liens permitted pursuant to Section 6.02(a), (c), (d)or (e)).

“Unfunded Commitment” means, with respect to each Lender, the Commitment of such Lender less its Revolving Credit Exposure.

“UnitedStates”or “U.S.”mean theUnited Statesof America.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof)thatarecontingentinnatureorunliquidatedatsuchtime,includinganySecuredObligationthatis: (i)anobligationtoreimburseabankfordrawingsnotyetmadeunderaletterofcreditissuedbyit;(ii)any otherobligation(includinganyguarantee)thatiscontingentinnatureatsuchtime;or(iii)anobligationto provide collateral to secure any of the foregoing types of obligations.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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”withinthemeaningofSection7701(a)(30) of the Code.

“U.S.Special ResolutionRegime” hasthe meaningassigned toitinSection 9.19.

“U.S.TaxComplianceCertificate”hasthemeaningassignedtosuchtermin Section 2.17(f)(ii)(B)(3).

“Wholly-OwnedSubsidiary”meansaSubsidiarywithrespecttowhich100%oftheissued and outstanding Equity Interests are owned directly or indirectly by the TopCo (other than (i) directors’ qualifyingshares;(ii)sharesissuedtoforeignnationalstotheextentrequiredbyapplicablelaw;and(iii)

35

sharesheldbyaPersonontrustfor,orotherwisewherethebeneficialinterestisheldby,theTopCo(directly or indirectly)).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powersaredescribedintheEUBail-InLegislationSchedule,and(b)withrespecttotheUnitedKingdom, anypowersoftheapplicableResolutionAuthorityundertheBail-InLegislationtocancel,reduce,modify orchangetheformofaliabilityofanyUKFinancialInstitutionoranycontractorinstrumentunderwhich thatliabilityarises,toconvertallorpartofthatliabilityintoshares,securitiesorobligationsofthatperson or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION1.02.Classification of Loans and Borrowings.For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a“TermBenchmarkLoan”oran“RFRLoan”)orbyClassandType(e.g.,a“TermBenchmarkRevolvingLoan” or an “RFR Revolving Loan”).Borrowings also may be classified and referred to by Class (e.g., a “RevolvingBorrowing”)orbyType(e.g.,a“TermBenchmarkBorrowing”oran“RFRBorrowing”)orby Class and Type (e.g., a “Term Benchmark Revolving Borrowing” or an “RFR Revolving Borrowing”).

SECTION1.03.Terms Generally.The definitions of terms herein shall apply equally tothesingularandpluralformsofthetermsdefined.Wheneverthecontextmayrequire,anypronounshall include the corresponding masculine, feminine and neuter forms.The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.The word “will” shall be construedtohave the same meaningandeffect asthe word“shall”.The word“law” shallbe construedas referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretationsthereunderhavingtheforceoflaworwithwhichaffectedPersonscustomarilycomply),and alljudgments,ordersanddecrees,ofallGovernmentalAuthorities.Unlessthecontextrequiresotherwise (a)anydefinitionoforreferencetoanyagreement,instrumentorotherdocumenthereinshallbeconstrued as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplementsormodificationssetforthherein),(b)anydefinitionoforreferencetoanylaw,statute,ruleor regulationshall,unlessotherwisespecified,beconstruedasreferringtheretoasfromtimetotimeamended, supplemented or otherwise modified (including by succession of comparable successor laws), (c)any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d)the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedulesto,thisAgreementand(f)thewords“asset”and“property”shallbeconstruedtohavethesame meaningandeffectandtorefertoanyandalltangibleandintangibleassetsandproperties,includingcash, securities, accounts and contract rights.

36

SECTION1.04.Accounting Terms; GAAP; Pro Forma Calculations.(a) Except as otherwiseexpresslyprovidedherein,alltermsofanaccountingorfinancialnatureshallbeconstruedin accordance with GAAP, as in effect from time to time; providedthat, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effectofanychangeoccurringafterthedatehereofinGAAPorintheapplicationthereofontheoperation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given beforeoraftersuchchangeinGAAPorintheapplicationthereof,thensuchprovisionshallbeinterpreted onthebasisofGAAPasineffectandappliedimmediatelybeforesuchchangeshallhavebecomeeffective until such notice shall have been withdrawn or such provisionamended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, withoutgivingeffectto(i)anyelectionunderFinancialAccountingStandardsBoardAccountingStandards Codification 825 (or any other Accounting Standards Codification or Financial Accounting Standard having asimilarresultoreffect)tovalueanyIndebtednessorotherliabilitiesoftheBorroweroranySubsidiaryat “fair value”, as defined therein and (ii)any treatment of Indebtedness under Accounting Standards Codification470-20or2015-03(oranyotherAccountingStandardsCodificationorFinancialAccounting Standardhavingasimilarresultoreffect)tovalueanysuchIndebtednessinareducedorbifurcatedmanner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding anything to the contrary contained in this Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic842),totheextentsuchadoptionwouldrequiretreatinganylease(orsimilararrangementconveying therighttouse)asacapitalleasewheresuchlease(orsimilararrangement)wouldnothavebeenrequired tobesotreatedunderGAAPasineffectonDecember31,2015,suchleaseshallnotbeconsideredacapital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

(b)    For purposes of (i) determining compliance with any of the covenants in Section 6.12(a) and (ii) any pro forma computations required to be made hereunder, such determination or computation,asapplicable,shallbecalculatedgivingeffecttoanyacquisitionordisposition,orrepayment, prepayment, issuance, incurrence or assumption of Indebtedness, or, at the election of the Borrower, Material Project CFADS Adjustments, in each case giving pro forma effect thereto (and to any other such transaction consummated since the first day of the period covered by any component of such pro forma computationandonorpriortothedateofsuchcomputation)(includinggivingeffecttoanycostsynergies or cost savings in accordance with Regulation S-X under the Securities Act), in each case as reasonably determinedandcertifiedbytheBorrower,asifsuchtransactionhadoccurredonthefirstdayoftheperiod offourconsecutivefiscalquartersendingwiththemostrecentfiscalquarterforwhichfinancialstatements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, theinterestonsuchIndebtednessshallbecalculatedasiftherateineffectonthedateofdeterminationhad been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

SECTION1.05.Interest Rates; Benchmark Notification.The interest rate on a Loan denominatedinDollarsmaybederivedfromaninterestratebenchmarkthatmaybediscontinuedoris,or mayinthefuturebecome,thesubjectofregulatoryreform.UpontheoccurrenceofaBenchmarkTransition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest.The

37

AdministrativeAgentdoesnotwarrantoracceptanyresponsibilityfor,andshallnothaveanyliabilitywith respectto,theadministration,submission,performanceoranyothermatterrelatedtoanyinterestrateused in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, includingwithoutlimitation,whetherthecompositionorcharacteristicsofanysuchalternative,successor orreplacementreferenceratewillbesimilarto,orproducethesamevalueoreconomicequivalenceof,the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate priortoitsdiscontinuanceorunavailability.TheAdministrativeAgentanditsaffiliatesand/orotherrelated entitiesmayengageintransactionsthataffectthecalculationofanyinterestrateusedinthisAgreementor any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to thetermsofthisAgreement,andshallhavenoliabilitytotheBorrower,anyLenderoranyotherpersonor entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,costs,lossesorexpenses(whetherintort,contractorotherwiseandwhetheratlaworinequity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION1.06.StatusofObligations. IntheeventthattheBorroweroranyotherLoan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take orcausesuchotherLoanPartytotakeallsuchactionsasshallbenecessarytocausetheSecuredObligations toconstituteseniorindebtedness(howeverdenominated)inrespectofsuchSubordinatedIndebtednessand to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such SubordinatedIndebtedness.Withoutlimitingtheforegoing,theSecuredObligationsareherebydesignated as“seniorindebtedness”andas“designatedseniorindebtedness”andwordsofsimilarimportunderandin respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any suchSubordinatedIndebtednessinorderthattheLendersmayhaveandexerciseanypaymentblockageor other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

SECTION1.07.Letter of Credit Amounts.Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit available to be drawn at such time; providedthat, with respect to any Letter of Credit that, by its terms, providesforoneormoreautomaticincreasesintheavailableamountthereof,theamountofsuchLetterof Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

SECTION1.08.Divisions. ForallpurposesundertheLoanDocuments,inconnection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligationorliabilityofadifferentPerson,thenitshallbedeemedtohavebeentransferredfromtheoriginal PersontothesubsequentPerson,and(b)ifanynewPersoncomesintoexistence,suchnewPersonshallbe deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

38

ARTICLE II

The Credits

SECTION2.01.Commitments.Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Dollars from timetotimeduringtheAvailabilityPeriodinanaggregateprincipalamountthatwillnotresult(aftergiving effecttoanyapplicationofproceedsofsuchBorrowingtoanySwinglineLoansoutstandingpursuantto Section2.10(a))in(a)suchLender’sRevolvingCreditExposureexceedingsuchLender’sCommitmentor (b)theTotalRevolvingCreditExposureexceedingtheAggregateCommitmentlesstheAvailabilityBlock. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION2.02.Loans and Borrowings.(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments.The failure ofanyLendertomake anyLoanrequiredtobemade byitshall not relieve any other Lender of its obligations hereunder; providedthat the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.

(b)    SubjecttoSection2.14,eachRevolvingBorrowingshallbecomprisedentirelyof ABR Loans or Term Benchmark Loans as the Borrower may request in accordance herewith.Each Swingline Loan shall be an ABR Loan.Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); providedthat any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise.

(c)    AtthecommencementofeachInterestPeriodforanyTermBenchmarkRevolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000.At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; providedthatanABRRevolvingBorrowingmaybeinanaggregateamountthatisequaltotheentireunusedbalance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section2.06(e).Each Swingline Loan shall be in an amount that is an integral multiple of$100,000andnotlessthan$500,000.BorrowingsofmorethanoneTypeandClassmaybeoutstanding atthesametime;providedthatthereshallnotatanytimebemorethanatotaloften(10)TermBenchmark Borrowings outstanding.

(d)    NotwithstandinganyotherprovisionofthisAgreement,theBorrowershallnotbe entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION2.03.RequestsforBorrowings. TorequestaBorrowing,theBorrowershall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing RequestsignedbyaResponsibleOfficeroftheBorrower)(a)inthecaseofaTermBenchmarkBorrowing, notlaterthan11:00a.m.,NewYorkCitytime,three(3)U.S.GovernmentSecuritiesBusinessDaysbefore thedateoftheproposedBorrowingor(b)inthecaseofanABRBorrowing,notlaterthan11:00a.m.,New York City time, one (1)Business Day before the date of the proposed Borrowing; providedthat any such

39

notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplatedbySection2.06(e)maybegivennotlaterthan10:00a.m.,NewYorkCitytime,onthedate of the proposed Borrowing.Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)    theaggregate principal amountof the requested Borrowing;

(ii)    thedateofsuch Borrowing,whichshallbeaBusinessDay;

(iii)    whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;

(iv)    in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v)    the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION2.04.    IntentionallyOmitted.

SECTION2.05.Swingline Loans.(a) Subject to the terms and conditions set forth herein,theSwinglineLendermayagree,butshallhavenoobligation,tomakeSwinglineLoansinDollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i)the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Commitment or (iii)the Total Revolving Credit Exposure exceeding the Aggregate Commitment less the Availability Block; providedthat the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan.Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)    To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan.Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower.The Swingline LendershallmakeeachSwinglineLoanavailabletotheBorrowerbymeansofacredittoanaccountofthe Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

40

(c)    The Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of the Swingline Loans outstanding.Such noticeshallspecifytheaggregateamountofSwinglineLoansinwhichLenderswillparticipate.Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying insuchnoticesuchLender’sApplicablePercentageofsuchSwinglineLoanorLoans.EachLenderhereby absolutelyandunconditionallyagrees,promptlyuponreceiptofsuchnoticefromtheAdministrativeAgent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeedingBusinessDay),topaytotheAdministrativeAgent,fortheaccountoftheSwinglineLender, such Lender’s Applicable Percentage of such Swingline Loan or Loans.Each Lender acknowledges and agreesthatitsobligationtoacquireparticipationsinSwinglineLoanspursuanttothisparagraphisabsolute andunconditionalandshallnotbeaffectedbyanycircumstancewhatsoever,includingtheoccurrenceand continuanceofaDefaultorreductionorterminationoftheCommitments,andthateachsuchpaymentshall be made without any offset, abatement, withholding or reduction whatsoever.Each Lender shall comply withitsobligationunderthisparagraphbywiretransferofimmediatelyavailablefunds,inthesamemanner as provided in Section2.07 with respect to Loans made by such Lender (and Section2.07 shall apply, mutatismutandis,tothepaymentobligationsoftheLenders),andtheAdministrativeAgentshallpromptly pay to the Swingline Lender the amounts so received by it from the Lenders.The Administrative Agent shallnotifytheBorrowerofanyparticipationsinanySwinglineLoanacquiredpursuanttothisparagraph, and thereafter payments in respect of such SwinglineLoan shall be made to the Administrative Agentand nottotheSwinglineLender.AnyamountsreceivedbytheSwinglineLenderfromtheBorrower(orother party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of theproceedsofasaleofparticipationsthereinshallbepromptlyremittedtotheAdministrativeAgent;any suchamountsreceivedbytheAdministrativeAgentshallbepromptlyremittedbytheAdministrativeAgent totheLendersthatshallhavemadetheirpaymentspursuanttothisparagraphandtotheSwinglineLender, as their interests may appear; providedthat any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(d)    The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender.The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender.Atthetimeanysuchreplacementshallbecomeeffective,theBorrowershallpayallunpaidinterest accrued for the account of the replaced Swingline Lender pursuant to Section2.13(a).From and after the effective date of any such replacement, (i)the successor Swingline Lender shall have all the rights and obligationsofthereplacedSwinglineLenderunderthisAgreementwithrespecttoSwinglineLoansmade thereafter and (ii)references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, asthecontextshallrequire.AfterthereplacementofaSwinglineLenderhereunder,thereplacedSwingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline LenderunderthisAgreementwithrespecttoSwinglineLoansmadebyitpriortoitsreplacement,butshall not be required to make additional Swingline Loans.

(e)    Subject to the appointment and acceptance of a successor Swingline Lender, the SwinglineLendermayresignasaSwinglineLenderatanytimeuponthirty(30)days’priorwrittennotice totheAdministrativeAgent,theBorrowerandtheLenders,inwhichcase,suchSwinglineLendershallbe replaced in accordance with Section 2.05(d) above.

41

SECTION2.06.LettersofCredit. (a)General. Subjecttothetermsandconditionsset forth herein, the Borrower may request the Issuing Bank to issue Letters of Credit denominated in Dollars astheapplicantthereofforthesupportofitsoritsSubsidiaries’obligations,inaformreasonablyacceptable totheAdministrativeAgentandtheIssuingBank,atanytimeandfromtimetotimeduringtheAvailability Period.Notwithstanding the foregoing, the letters of credit identified on Schedule 2.06(the “ExistingLetters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents.

(b)    Notice of Issuance, Amendment, Extension; Certain Conditions.To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Borrowershallhanddeliverortelecopy(ortransmitbyelectroniccommunication,ifarrangementsfor doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonablyinadvanceoftherequesteddateofissuance,amendmentorextension,butinanyeventnoless thanthree(3)BusinessDays)anoticerequestingtheissuanceofaLetterofCredit,oridentifyingtheLetter ofCredittobeamendedorextended,andspecifyingthedateofissuance,amendmentorextension(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph(c)ofthisSection),theamountofsuchLetterofCredit,thenameandaddressofthebeneficiary thereofandsuchotherinformationasshallbenecessarytoprepare,amendorextendsuchLetterofCredit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the Issuing Bank and using the Issuing Bank’s standard form (each, a “Letter of Credit Agreement”).In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control.A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall bedeemedtorepresentandwarrantthat),aftergivingeffecttosuchissuance,amendmentorextension (i)theamountoftheLCExposureshallnotexceed$100,000,000,(ii)theTotalRevolvingCreditExposure shallnotexceedtheAggregateCommitmentlesstheAvailabilityBlockand(iii)eachLender’sRevolving Credit Exposure shall not exceed such Lender’s Commitment.

TheIssuing Bank shallnot be under anyobligation to issue anyLetter of Credit if:

(i)    anyorder,judgmentordecreeofanyGovernmentalAuthorityorarbitrator shallbyitstermspurporttoenjoinorrestraintheIssuingBankfromissuingsuchLetterof Credit, or request that the Issuing Bank refrain from issuing such Letter of Credit, or any lawapplicabletotheIssuingBankshallprohibit,theissuanceoflettersofcreditgenerally or such Letter of Credit in particular or any such order, judgment or decree, or law shall imposeupontheIssuingBankwithrespecttosuchLetterofCreditanyrestriction,reserve or capital or liquidity requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good faith deems material to it; or

(ii)    theissuanceofsuchLetterofCreditwouldviolateoneormorepoliciesof the Issuing Bank applicable to letters of credit generally.

(c)    Expiration Date.Each Letter of Credit shall expire (or be subject to termination bynoticefromtheIssuingBanktothebeneficiarythereof)atorpriortothecloseofbusinessontheearlier of(i)thedateoneyearafterthedateoftheissuanceofsuchLetterofCredit(or,inthecaseofanyextension oftheexpirationdatethereof,oneyearaftersuchextension)and(ii)thedatethatisfive(5)BusinessDays

42

priortotheMaturityDate;providedthatanyLetterofCreditwithaone-yeartenormaycontaincustomary automatic extension provisions agreed upon by the Borrower and the Issuing Bank that provide for the extensionthereofforadditionalone-yearperiods(whichshallinnoeventextendbeyondthedatereferenced in clause (ii) above), subject to a right on the part of the Issuing Bank to prevent any such extension from occurring by giving notice to the beneficiary in advance of any such extension. Notwithstanding the foregoing, any Letter of Credit may expire no later than one year after the Maturity Date so long as the BorrowercashcollateralizesonorpriortotheMaturityDateinanamountequalto103%ofthefaceamount of such Letter of Credit, in the manner described in Section2.06(j) and otherwise on terms and conditions (and, in the case of a backstop, by a letter of credit issuer) reasonably acceptable to the Issuing Bank and the Administrative Agent.

(d)    Participations.BytheissuanceofaLetterofCredit(oranamendmenttoaLetter ofCreditincreasingtheamountorextendingthetermthereof)andwithoutanyfurtheractiononthepartof the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.In consideration andinfurtheranceoftheforegoing,eachLenderherebyabsolutelyandunconditionallyagreestopaytothe Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowerforanyreason,includingaftertheMaturityDate.Eachsuchpaymentshallbemadewithoutany offset, abatement, withholding or reduction whatsoever.Each Lender acknowledges and agrees that its obligationtoacquireparticipationspursuanttothisparagraphinrespectofLettersofCreditisabsoluteand unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extensionofanyLetterofCreditortheoccurrenceandcontinuanceofaDefaultorreductionortermination of the Commitments.

(e)    Reimbursement.If the Issuing Bank shall make any LC Disbursement in respect ofaLetterofCredit,theBorrowershallreimbursesuchLCDisbursementbypayingtotheAdministrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the Business Day on which the Borrower shall have received notice of such LC Disbursement; providedthat, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and the Issuing Bank prior to 10:00 a.m. (New YorkCitytime)onthedatesuchdrawingishonoredthatBorrwerintendstoreimbursesuchIssuingBank fortheLCDisbursementwithfundsotherthantheproceedsofRevolvingLoans,Borrowershallbedeemed to have given a timely Borrowing Request to the Administrative Agent requesting Lenders with CommitmentstomakeRevolvingLoansonthedatesuchLCDisbursementismadeintheamountofsuch LC Disbursement, (ii) Lenders shall make such Revolving Loans, and (iii) the Borrower’s obligation to makesuchpaymentshallbedischargedandreplacedbytheresultingABRRevolvingBorrowingPromptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph,theAdministrativeAgentshalldistributesuchpaymenttotheIssuingBankor,totheextentthat Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear.

(f)    ObligationsAbsolute.TheBorrower’sobligationtoreimburseLCDisbursements as provided in paragraph(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i)any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii)any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or

43

anystatementthereinbeinguntrueorinaccurateinanyrespect,(iii)anypaymentbytheIssuingBankunder a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv)any other event or circumstance whatsoever, whether or not similar to any of theforegoing,thatmight,butfortheprovisionsofthisSection,constitutealegalorequitabledischargeof, or provide a right of setoff against, the Borrower’s obligations hereunder.Neither the Administrative Agent,theLendersnortheIssuingBank,noranyoftheirrespectiveRelatedParties,shallhaveanyliability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any paymentorfailuretomakeanypaymentthereunder(irrespectiveofanyofthecircumstancesreferredtoin the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of anydraft,document,noticeorothercommunicationunderorrelatingtoanyLetterofCredit(includingany document requiredto makea drawingthereunder),any errorin interpretationoftechnical terms,any error intranslationoranyconsequencearisingfromcausesbeyondthecontroloftheIssuingBank;providedthat theforegoingshallnotbeconstruedtoexcusetheIssuingBankfromliabilitytotheBorrowertotheextent ofanydirectdamages(asopposedtospecial,indirect,consequentialorpunitivedamages,claimsinrespect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank(asfinallydeterminedbyacourtofcompetentjurisdiction),theIssuingBankshallbedeemedtohave exercised care in each such determination.In furtherance of the foregoing and without limiting the generalitythereof,thepartiesagreethat,withrespecttodocumentspresentedwhichappearontheirfaceto beinsubstantialcompliancewiththetermsofaLetterofCredit,theIssuingBankmay,initssolediscretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)    Disbursement Procedures.The Issuing Bank shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documentspurportingtorepresentademandforpaymentunderaLetterofCredit.TheIssuingBankshall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; providedthat such notice need not be given prior to payment by the Issuing Bank and any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h)    InterimInterest.IftheIssuingBankshallmakeanyLCDisbursement,then,unless the Borrower shall reimburse such LC Disbursement in full within one (1) Business Day of the date on whichsuchLCDisbursementismade,theunpaidamountthereofshallbearinterest,foreachdayfromand including the date such LC Disbursement is made to but excluding the date that the reimbursement is due andpayable,attherateperannumthenapplicabletoABRRevolvingLoansandsuchinterestshallbedue and payable on the date when such reimbursement is payable; providedthat, if the Borrower fails to reimbursesuchLCDisbursementwhenduepursuanttoparagraph(e)ofthisSection,thenSection2.13(d) shallapply.InterestaccruedpursuanttothisparagraphshallbefortheaccountoftheIssuingBank,except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Sectionto reimburse the Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment.

(i)    Replacement and Resignation of Issuing Bank.(A) The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced

44

Issuing Bank and the successor Issuing Bank.The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank.At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section2.12(b).Fromandaftertheeffectivedateofanysuchreplacement,(i)thesuccessorIssuingBank shallhavealltherightsandobligationsoftheIssuingBankunderthisAgreementwithrespecttoLettersof Credittobeissuedbyitthereafterand(ii)referenceshereintotheterm“IssuingBank”shallbedeemedto refertosuchsuccessorortoanypreviousIssuingBank,ortosuchsuccessorandallpreviousIssuingBanks, asthecontextshallrequire.AfterthereplacementofanIssuingBankhereunder,thereplacedIssuingBank shallremainapartyheretoandshallcontinuetohavealltherightsandobligationsofanIssuingBankunder thisAgreementwithrespecttoLettersofCreditthenoutstandingandissuedbyitpriortosuchreplacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

(B) Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as the Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, the resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

(j)    Cash Collateralization.If any Event of Default shall occur and be continuing, on theBusinessDaythattheBorrowerreceivesnoticefromtheAdministrativeAgentortheRequiredLenders (or,ifthematurityoftheLoanshasbeenaccelerated,LenderswithLCExposurerepresentinggreaterthan 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account or accounts with the Administrative Agent, in the name of the AdministrativeAgentandforthebenefitoftheLenders(the“LCCollateralAccount”),anamountincash equal to 103% of the amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; providedthat the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or 7.01(i).The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section2.11.Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account.Other than any interestearnedontheinvestmentofsuchdeposits,whichinvestmentsshallbemadeattheoptionandsole discretionoftheAdministrativeAgentandattheBorrower’sriskandexpense,suchdepositsshallnotbear interest.Interestorprofits,ifany,onsuchinvestmentsshallaccumulateinsuchaccount.Moneysinsuch accountshallbeappliedbytheAdministrativeAgenttoreimbursetheIssuingBankforLCDisbursements for which it has not been reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the BorrowerfortheLCExposureatsuchtimeor,ifthematurityoftheLoanshasbeenaccelerated(butsubject to the consent of Lenders with LC Exposurerepresenting greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations.If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(k)    LettersofCreditIssuedforAccountofSubsidiaries.NotwithstandingthataLetter ofCreditissuedoroutstandinghereundersupportsanyobligationsof,orisfortheaccountof,aSubsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like oforforsuchLetterofCredit,andwithoutderogatingfromanyrightsoftheIssuingBank(whetherarising

45

by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the Issuing Bank hereunder for such Letter of Credit(includingtoreimburseanyandalldrawingsthereunder)asifsuchLetterofCredithadbeenissued solelyfortheaccountoftheBorrowerand(ii)irrevocablywaivesanyandalldefensesthatmightotherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit.The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefitsfromthebusinessesofsuchSubsidiaries.IftheBorrowerisrequiredtoprovideanamountofcash collateral hereunder pursuant to Section 2.11(a), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, immediately after giving effect to such return, the TotalRevolvingCreditExposurewouldnotexceedtheAggregateCommitmentlesstheAvailabilityBlock, and no Event of Default shall have occurred and be continuing.

SECTION2.07.FundingofBorrowings. (a)EachLendershallmakeeachLoantobe made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; providedthat Swingline Loans shall be made as provided in Section2.05.Except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower maintained with the Administrative Agent in New York City or Chicago and designated by the Borrower in the applicable Borrowing Request; providedthat Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b)UnlesstheAdministrativeAgentshallhavereceivednoticefromaLenderpriorto theproposeddateofanyBorrowingthatsuchLenderwillnotmakeavailabletotheAdministrativeAgent suchLender’sshareofsuchBorrowing,theAdministrativeAgentmayassumethatsuchLenderhasmade such share available on such date in accordance with paragraph (a)of this Sectionand may, in reliance uponsuchassumption,makeavailabletotheBorroweracorrespondingamount.Insuchevent,ifaLender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amountismadeavailabletotheBorrowertobutexcludingthedateofpaymenttotheAdministrativeAgent, at(i)inthecaseofsuchLender,thegreateroftheNYFRBRateandaratedeterminedbytheAdministrative Agent in accordance with banking industry rules on interbank compensation or (ii)in the case of the Borrower, the interest rate applicable to ABR Loans.If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid bythe Borrower for suchperiod. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION2.08.Interest Elections. (a) Each Borrowing initially shall be of the Type specifiedintheapplicableBorrowingRequestand,inthecaseofaTermBenchmarkBorrowing,shallhave an initial Interest Period as specified in such Borrowing Request.Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section.The Borrower mayelectdifferentoptionswithrespecttodifferentportionsoftheaffectedBorrowing,inwhichcaseeach

46

such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)    To make an election pursuant to this Section, the Borrower shall notify the AdministrativeAgentofsuchelection(byirrevocablewrittennoticeviaanInterestElectionRequestsigned by a Responsible Officer of the Borrower) by the time that a Borrowing Request would be required under Section2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i)elect an Interest Period for Term Benchmark Loans that does not comply with Section2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under such Borrowing.

(c)    Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)    the principal amount of the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)    theeffectivedateoftheelectionmadepursuanttosuchInterestElectionRequest, which shall be a Business Day;

(iii)    whethertheresultingBorrowingistobeanABRBorrowingoraTermBenchmark Borrowing; and

(iv)    iftheresultingBorrowingisaTermBenchmarkBorrowing,theInterestPeriodto be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.

IfanysuchInterestElectionRequestrequestsaTermBenchmarkBorrowingbutdoesnotspecifyanInterest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)    Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)    IftheBorrowerfailstodeliveratimelyInterestElectionRequestwithrespecttoa Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowingisrepaidasprovidedherein,attheendofsuchInterestPeriodsuchBorrowingshallbedeemed tohaveanInterestPeriodthatisone(1)month.Notwithstandinganycontraryprovisionhereof,ifanEvent of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i)no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii)unless repaid, (A) eachTerm BenchmarkBorrowingand(B)eachRFRBorrowing shall be convertedtoanABRBorrowing (inthecaseofaTermBenchmarkBorrowing)attheendoftheInterestPeriodapplicabletheretoor(inthe case of an RFR Borrowing) on the next Interest Payment Date in respect thereof.

47

SECTION 2.09.    Termination and Reduction of Commitments.(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b)    The Borrower may at any time terminate, or from time to time reduce, the Commitments;providedthat(i)eachreductionoftheCommitmentsshallbeinanamountthatisanintegral multiple of $500,000 and not less than $1,000,000 and (ii)the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance withSection2.11, (A) the amount of any Lender’s Revolving Credit Exposure would exceed its Commitment or(B)theTotalRevolvingCreditExposurewouldexceedtheAggregateCommitmentlesstheAvailability Block.

(c)    The Borrower shall notify the Administrative Agent of any election to terminate orreducetheCommitmentsunderparagraph(b)ofthisSectionatleastthree(3)BusinessDayspriortothe effective date of such termination or reduction (or such shorter notice as may be satisfactory to the AdministrativeAgent),specifyingsuchelectionandtheeffectivedatethereof.Promptlyfollowingreceipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.Each notice deliveredbytheBorrowerpursuanttothisSectionshallbeirrevocable;providedthatanoticeoftermination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectivenessofothercreditfacilitiesorothertransactionsspecifiedtherein,inwhichcasesuchnoticemay be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Any termination or reduction of the Commitments shall be permanent.Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION2.10.Repayment of Loans; Evidence of Debt.(a) The Borrower hereby unconditionally promises to pay (i)to the Administrative Agent for the account of each Lender the then unpaidprincipalamountofeachRevolvingLoanontheMaturityDateand(ii)totheAdministrativeAgent for the account of the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth (5th) Business Day after such Swingline Loan is made; providedthat on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstandingandtheproceedsofanysuchBorrowingshallbeappliedbytheAdministrativeAgenttorepay any Swingline Loans outstanding.

(b)    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 suchLender,includingtheamountsofprincipalandinterestpayableandpaidtosuchLenderfromtimeto time hereunder.

(c)    The Administrative Agent shall maintain accounts in which it shall record (i)the amountofeachLoanmadehereunder,theClassandTypethereofandtheInterestPeriodapplicablethereto, (ii)theamountofanyprincipalorinterestdueandpayableortobecomedueandpayablefromtheBorrower toeachLenderhereunderand(iii)theamountofanysumreceivedbytheAdministrativeAgenthereunder for the account of the Lenders and each Lender’s share thereof.

(d)    The entries made in the accounts maintained pursuant to paragraph(b) or (c)of thisSectionshallbeprimafacieevidenceoftheexistenceandamountsoftheobligationsrecordedtherein; providedthatthefailureofanyLenderortheAdministrativeAgenttomaintainsuchaccountsoranyerror therein shall not in any manner affect the Obligations (including, without limitation, the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement).

48

(e)    AnyLendermayrequestthatLoansmadebyitbeevidencedbyapromissorynote. Insuchevent,theBorrowershallprepare,executeanddelivertosuchLenderapromissorynotepayableto such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attachedheretoasExhibitHorasotherwiseapprovedbytheAdministrativeAgent.Thereafter,theLoans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

SECTION2.11.Prepayment of Loans.(a) The Borrower shall have the right at any timeandfromtimetotimetoprepayanyBorrowinginwholeorinpart,subjecttopriornoticeinaccordance with the provisions of this Section2.11.The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i)in the case of prepayment of (x) a Term Benchmark Revolving Borrowing, not later than 11:00a.m., New York City time, three (3)Business Days before the date of prepayment (or such shorter notice as may be satisfactory to the Administrative Agent) or (y) an RFR Revolving Borrowing, not later than11:00a.m.,NewYorkCitytime,five(5)BusinessDaysbeforethedateofprepayment(orsuchshorter noticeasmaybesatisfactorytotheAdministrativeAgent),(ii)inthecaseofprepaymentofanABR RevolvingBorrowing,notlaterthan11:00a.m.,NewYorkCitytime,one(1)BusinessDaybeforethedate ofprepayment(orsuchshorternoticeasmaybesatisfactorytotheAdministrativeAgent)or(iii)inthecase of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment (or such shorter notice as may be satisfactory to the Administrative Agent).Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; providedthat, if a notice of prepayment is given in connection with a conditionalnoticeofterminationoftheCommitmentsascontemplatedbySection2.09,thensuchnoticeof prepayment may be revoked if such notice of termination is revoked in accordance with Section2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advisetheLendersofthecontentsthereof.EachpartialprepaymentofanyBorrowingshallbeinanamount thatwouldbe permittedin thecase ofan advanceofa Borrowingof thesame Typeas providedin Section 2.02.Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.Prepayments shall be accompanied by (i)accrued and unpaid interest to the extent required by Section 2.13 and (ii) any break funding payments required by Section 2.16.

(b)If at any time the Total Revolving Credit Exposure exceeds the Aggregate Commitments less the Availability Block, the Borrower shall, within one (1) Business Day, repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amountoftheTotalRevolvingCreditExposuretobelessthanorequaltotheAggregateCommitmentsless the Availability Block.

SECTION2.12.Fees.(a)TheBorroweragreestopaytotheAdministrativeAgentfor the account of each Lender a commitment fee (the “Commitment Fee”), which shall accrue at the Applicable Rate applicable to the Commitment Fee on the daily amount of the Available Revolving Commitment of such Lender during theperiod from and including the Effective Date to butexcluding the dateonwhichsuchCommitmentterminates.CommitmentFeesaccruedthroughandincludingthelastday of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) dayfollowingsuchlastdayandonthedateonwhichtheCommitmentsterminate,commencingonJanuary 15,2023.AllCommitmentFeesshallbecomputedonthebasisofayearof360daysandshallbepayable fortheactualnumberofdayselapsed(includingthefirstdayandthelastdayofeachperiodbutexcluding the date on which the Commitments terminate).

49

(b)    TheBorroweragreestopay(i)totheAdministrativeAgentfortheaccountofeach Lender a participation fee with respect to its participations in each outstanding Letter of Credit (the “Participation Fee”), which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Effective Date to but excludingthelaterofthedateonwhichsuchLender’sCommitmentterminatesandthedateonwhichsuch LenderceasestohaveanyLCExposureand(ii)totheIssuingBankforitsownaccountafrontingfeewith respect to each Letter of Credit issued by the Issuing Bank (the “Fronting Fee”), which shall accrue at the rate of 0.125% per annum on the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period from and including the Effective Date to but excluding the later of the dateofterminationoftheCommitmentsandthedateonwhichthereceasestobeanyLCExposure,aswell as the Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of the Issuing Bank relating the Letters of Credit as from time to time in effect.Participation Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date;providedthatallsuchfeesshallbepayableonthedateonwhichtheCommitmentsterminateandany suchfeesaccruingafterthedateonwhichtheCommitmentsterminateshallbepayableondemand.Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within thirty (30) days after demand.All Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c)    TheBorroweragreestopaytotheAdministrativeAgent,foritsownaccount,fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d)    All fees payable hereunder shall be paid on the dates due, in Dollars and immediatelyavailablefunds,totheAdministrativeAgent(ortotheIssuingBank,inthecaseoffeespayable to it) for distribution, in the case of Commitment Fees and Participation Fees, to the Lenders.Fees paid shall not be refundable under any circumstances.

SECTION 2.13.    Interest.(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)    TheLoanscomprisingeachTermBenchmarkBorrowingshallbearinterestatthe Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plusthe Applicable Rate.

(c)    EachRFRLoanshallbearinterestatarateperannumequaltotheAdjustedDaily Simple SOFR plusthe Applicable Rate.

(d)    Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due (after giving effect to any grace periods expressly provided for in this Agreement), whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equalto(i)inthecaseofoverdueprincipalofanyLoan,2%plustherateotherwiseapplicabletosuchLoan asprovidedintheprecedingparagraphsofthisSectionor(ii)inthecaseofanyotheramount,2%plusthe rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(e)    AccruedinterestoneachLoanshallbepayableinarrearsoneachInterestPayment Date for such Loan and upon termination of the Commitments; providedthat (i)interest accrued pursuant

50

to paragraph(d) of this Section shall be payable on demand, (ii)in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the AvailabilityPeriod),accruedinterestontheprincipalamountrepaidorprepaidshallbepayableonthedate of such repayment or prepayment and (iii)in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f)    Allinteresthereundershallbecomputedonthebasisofayearof360days,except thatinterestcomputedbyreferencetotheAlternateBaseRateonlyattimeswhentheAlternate BaseRate isbasedonthePrimeRateshallbecomputedonthebasisofayearof365days(or366daysinaleapyear). In each case interest shall be payable for the actual number of days elapsed (including the first day but excludingthelastday).AllinteresthereunderonanyLoanshallbecomputedonadailybasisbasedupon theoutstandingprincipalamountofsuchLoanasoftheapplicabledateofdetermination.Adetermination oftheapplicableAlternateBaseRate,AdjustedTermSOFRRate,TermSOFRRate,AdjustedDailySimple SOFR or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION2.14.    AlternateRateof Interest.

(a)    Subjecttoclauses(b),(c),(d),(e) and(f)ofthisSection2.14, if:

(i)    the Administrative Agent determines (which determination shall be conclusive absentmanifesterror)(A)priortothecommencementofanyInterestPeriodforaTermBenchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis) and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR; or

(ii)    theAdministrativeAgentisadvisedbytheRequiredLendersthat(A)priortothe commencementofanyInterestPeriodforaTermBenchmarkBorrowing,theAdjustedTermSOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifiestheBorrowerandtheLendersthatthecircumstancesgivingrisetosuchnoticenolongerexistwith respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section2.03,anyInterestElectionRequestthatrequeststheconversionofanyRevolvingBorrowingto,or continuation of any Revolving Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABRBorrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above; providedthatif the circumstances giving rise to such notice affect only one Type of Borrowing, then all other Types of Borrowingsshallbepermitted.Furthermore,ifanyTermBenchmarkLoanorRFRLoanisoutstandingon the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) withrespect toaRelevant Rateapplicable to suchTermBenchmark LoanorRFR Loan,thenuntil

51

(x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) any Term Benchmark Loan shall on the last day of the InterestPeriodapplicableto suchLoan,be convertedbythe AdministrativeAgentto, andshallconstitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i)or(ii)aboveor(y)anABRLoaniftheAdjustedDailySimpleSOFRalsoisthesubjectofSection 2.14(a)(i) or (ii) above, on such day, and (B) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan.

(b)    Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” forsuchBenchmarkReplacementDate,suchBenchmarkReplacementwillreplacesuchBenchmarkforall purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this AgreementoranyotherLoanDocumentand(y)ifaBenchmarkReplacementisdeterminedinaccordance withclause(2)ofthedefinitionof“BenchmarkReplacement”forsuchBenchmarkReplacementDate,such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan DocumentinrespectofanyBenchmarksettingatorafter5:00p.m.,NewYorkCitytime,onthefifth(5th) BusinessDayafterthedatenoticeofsuchBenchmarkReplacementisprovidedtotheLenderswithoutany amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)    Notwithstanding anything to the contrary herein or in any other Loan Document, theAdministrativeAgentwillhavetherighttomakeBenchmarkReplacementConformingChangesfrom time to time and, notwithstanding anything to the contrary herein or in any other Loan 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 Loan Document.

(d)    TheAdministrativeAgentwillpromptlynotifytheBorrowerandtheLendersof (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement,(iii)theeffectivenessofanyBenchmarkReplacementConformingChanges,(iv)theremoval or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period.Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any actionoranyselection,willbeconclusiveandbindingabsentmanifesterrorandmaybemadeinitsortheir sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.

(e)    Notwithstanding anything to the contrary herein or in any other Loan Document, atanytime(includinginconnectionwiththeimplementationofaBenchmarkReplacement),(i)ifthethen-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information

52

announcing that any tenor for such Benchmark is or will be no longer representative, then the AdministrativeAgentmaymodifythedefinitionof“InterestPeriod”foranyBenchmarksettingsatorafter such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark(includingaBenchmarkReplacement)or(B)isnot,orisnolonger,subjecttoanannouncement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)    Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing or a conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR BorrowingsolongastheAdjustedDailySimpleSOFRisnotthesubjectofaBenchmarkTransitionEvent or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event.During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or suchtenorforsuchBenchmark,asapplicable,willnotbeusedinanydeterminationofABR.Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice ofthecommencementofaBenchmarkUnavailabilityPeriodwithrespecttoaRelevantRateapplicableto such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14, (1) any Term Benchmark Loan shall on the last day of the InterestPeriodapplicableto suchLoan,be convertedbythe AdministrativeAgentto, andshallconstitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan.

SECTION2.15.    IncreasedCosts.(a)If anyChangeinLaw shall:

(i)    impose,modifyordeemapplicableanyreserve,specialdeposit,liquidityorsimilar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing Bank;

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

(iii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes describedinclauses(b)through(d)ofthedefinitionofExcludedTaxesand(C)ConnectionIncome Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

andtheresultofanyoftheforegoingshallbetoincreasethecosttosuchLender,theIssuingBankorsuch otherRecipientofmaking,continuing,convertingormaintaininganyLoan(orofmaintainingitsobligation tomakeanysuchLoan)ortoincreasethecosttosuchLender,theIssuingBankorsuchotherRecipientof participatingin,issuingormaintaininganyLetterofCreditortoreducetheamountofanysumreceivedor receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal,

53

interest or otherwise), then, upon request of such Lender, Issuing Bank or other Recipient, the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by the Administrative Agent, such Lender or the Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, such Lender or the Issuing Bank, as applicable, under agreements having provisionssimilartothisSection2.15,afterconsiderationofsuchfactorsastheAdministrativeAgent,such Lender or the Issuing Bank, as applicable, then reasonably determines to be relevant).

(b)    If any Lender or the Issuing Bank determines that any Change in Law affecting suchLenderortheIssuingBankoranylendingofficeofsuchLender’sorsuchtheIssuingBank’sholding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rateofreturnonsuchLender’sortheIssuingBank’scapitaloronthecapitalofsuchLender’sortheIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participationsinLettersofCreditorSwinglineLoansheldby,suchLender,ortheLettersofCreditissued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into considerationsuchLender’sortheIssuingBank’spoliciesandthepoliciesofsuchLender’sortheIssuing Bank’sholdingcompanywithrespecttocapitaladequacyandliquidity),thenfromtimetotimethe Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amountsaswillcompensatesuchLenderortheIssuingBankorsuchLender’sortheIssuingBank’sholding company for any such reduction suffered as reasonably determined by the Administrative Agent, such Lender or the Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, suchLenderortheIssuingBank,asapplicable,underagreementshavingprovisionssimilartothisSection 2.15, after consideration of such factors as the Administrative Agent, such Lender or the Issuing Bank, as applicable, then reasonably determines to be relevant).

(c)    AcertificateofaLenderortheIssuingBanksettingforth,theamountoramounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specifiedinparagraph(a)or(b)ofthisSection,includinginreasonabledetailadescriptionofthebasisfor suchclaimforcompensationandanexplanationofhowsuchamountoramountsweredetermined(itbeing agreed that no Lender or Issuing Bank shall be required to disclose any of its proprietary or confidential information), shall be delivered to the Borrower and shall be conclusive absent manifest error.The BorrowershallpaysuchLenderortheIssuingBank,asthecasemaybe,the amountshownasdueonany such certificate within thirty (30) days after receipt thereof.

(d)    Failure or delay on the part of any Lender or the Issuing Bank to demand compensationpursuanttothisSectionshallnotconstituteawaiverofsuchLender’sortheIssuingBank’s right to demand such compensation; providedthat the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; providedfurtherthat, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

54

SECTION2.16.    Break Funding Payments.

(a)    With respect to Term Benchmark Loans, in the event of (i)the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (includingasaresultofanEventofDefaultorasaresultofanyprepaymentpursuanttoSection2.11), (ii)theconversionofanyTermBenchmarkLoanotherthanonthelastdayoftheInterestPeriodapplicable thereto, (iii)the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specifiedinanynoticedeliveredpursuanthereto(regardlessofwhethersuchnoticemayberevokedunder Section2.11andisrevokedinaccordancetherewith)or(iv)theassignmentofanyTermBenchmarkLoan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section2.19 or 9.02(e), then, in any such event, the Borrower shall compensate each Lender fortheloss,costandexpenseattributabletosucheventotherthanlossofanticipatedprofits.Acertificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amountoramounts,shallbe deliveredtothe Borrowerandshall be conclusive absentmanifesterror.The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

(b)    WithrespecttoRFRLoans,intheeventof(i)thepaymentofanyprincipalofany RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of DefaultorasaresultofanyprepaymentpursuanttoSection2.11),(ii)thefailuretoborroworprepayany RFRLoanonthedatespecifiedinanynoticedeliveredpursuanthereto(regardlessofwhethersuchnotice may be revoked under Section2.11 and is revoked in accordance therewith) or (iii)the assignment of any RFRLoanotherthanontheInterestPaymentDateapplicabletheretoasaresultofarequestbytheBorrower pursuant to Section 2.19 or 9.02(e), then, in any such event, the Borrower shall compensate each Lender fortheloss,costandexpenseattributabletosuchevent(otherthanlossofanticipatedprofits).Acertificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amountoramounts,shallbe deliveredtothe Borrowerandshall be conclusive absentmanifesterror.The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

SECTION2.17.Taxes.(a) Payments Free of Taxes.Any and all payments by or on accountofanyobligationofanyLoanPartyunderanyLoanDocumentshallbemadewithoutdeductionor withholding for any Taxes, except as required by applicable law.If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Taxfromanysuchpaymentbyawithholdingagent,thentheapplicablewithholdingagentshallbeentitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevantGovernmentalAuthorityinaccordancewithapplicablelawand,ifsuchTaxisanIndemnifiedTax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)    Payment of Other Taxes by the Borrower.The Borrower shall timely pay to the relevantGovernmentalAuthorityinaccordancewithapplicablelaw,orattheoptionoftheAdministrative Agent timely reimburse it for, Other Taxes.

(c)    EvidenceofPayments.AssoonaspracticableafteranypaymentofTaxesbyany LoanPartytoaGovernmentalAuthoritypursuanttothisSection2.17,suchLoanPartyshalldelivertothe

55

Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)    Indemnification by the Loan Parties.The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section)payableorpaidbysuchRecipientorrequiredtobewithheldordeductedfromapaymenttosuch Recipient 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the AdministrativeAgentonitsownbehalforonbehalfofaLender,shallbeconclusiveabsentmanifesterror.

(e)    Indemnification by the Lenders.Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative AgentforsuchIndemnifiedTaxesandwithoutlimitingtheobligationoftheLoanPartiestodoso),(ii)any Taxesattributable tosuchLender’sfailure tocomplywiththeprovisionsofSection9.04(c)relatingtothe maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case,thatarepayableorpaidbytheAdministrativeAgentinconnectionwithanyLoanDocument,andany reasonableexpensesarisingtherefromorwithrespectthereto,whetherornotsuchTaxeswerecorrectlyor legallyimposedorassertedbytherelevantGovernmentalAuthority.Acertificateastotheamountofsuch paymentorliabilitydeliveredtoanyLenderbytheAdministrativeAgentshallbeconclusiveabsent manifest error.Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)    StatusofLenders. (i)Any Lender that is entitled to an exemption from or reductionofwithholdingTaxwithrespecttopaymentsmadeunderanyLoanDocumentshalldelivertothe Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the AdministrativeAgentonorpriortothedateonwhichsuchLenderbecomesaLenderunder this Agreement (and from time to time thereafter upon the reasonable request of the

56

BorrowerortheAdministrativeAgent),anexecutedcopyofIRSFormW-9certifyingthat such Lender is exempt from U.S. federal backup withholding tax;

(B)    anyForeignLendershall,totheextentitislegallyentitledtodoso,deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requestedby therecipient) on or prior to thedateon which suchForeign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)inthecaseofaForeignLenderclaimingthebenefitsofanincometaxtreaty to which the United States is aparty (x) with respectto paymentsof interest under any Loan Document, an executed copy of IRSForm W-8BENor IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholdingTaxpursuanttothe“businessprofits”or“otherincome”article of such tax treaty;

(2)in the case of a Foreign Lender claiming that its extension of credit will generateU.S.effectivelyconnectedincome,anexecutedcopyofIRSForm W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” relatedtotheBorrowerasdescribedinSection881(c)(3)(C)oftheCode(a “U.S.TaxComplianceCertificate”)and(y)anexecutedcopyofIRSForm W-8BEN or IRS Form W-8BEN-E; or

(4)totheextentaForeignLenderisnotthebeneficialowner,anexecutedcopy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; providedthat if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax ComplianceCertificatesubstantiallyintheformofExhibitF-4onbehalfof each such direct and indirect partner;

(C)    anyForeignLendershall,totheextentitislegallyentitledtodoso,deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requestedby therecipient) on or prior to thedateon which suchForeign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable

57

request of the Borrower or the Administrative Agent), executed copies of any other form prescribedbyapplicablelawasabasisforclaimingexemptionfromorareductioninU.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the AdministrativeAgent to determinethewithholding ordeduction required tobemade; and

(D)    ifapaymentmadetoaLenderunderanyLoanDocumentwouldbesubject toU.S.federalwithholdingTaximposedbyFATCAifsuchLenderweretofailtocomply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the BorrowerandtheAdministrativeAgentatthetimeortimesprescribedbylawandatsuch time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)oftheCode)andsuchadditionaldocumentationreasonablyrequestedby the Borrower or the Administrative Agent as may be necessary for the Borrower and the AdministrativeAgenttocomplywiththeirobligationsunderFATCAandtodeterminethat such Lender has complied with such Lender’s obligations under FATCA or to determine theamounttodeductandwithholdfromsuchpayment.Solelyforpurposesofthisclause (D), “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 the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)    Treatment of Certain Refunds.If any party 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 pursuanttothisSection2.17(includingbythepaymentofadditionalamountspursuanttothisSection2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity paymentsmadeunderthisSection2.17withrespecttotheTaxesgivingrisetosuchrefund),netofallout-of-pocketexpenses(includingTaxes)ofsuchindemnifiedpartyandwithoutinterest(otherthananyinterest paidbytherelevantGovernmentalAuthoritywithrespecttosuchrefund).Suchindemnifyingparty,upon therequestofsuchindemnifiedparty,shallrepaytosuchindemnifiedpartytheamountpaidoverpursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) inthe eventthat suchindemnified partyis requiredto repaysuch refundto suchGovernmental Authority.Notwithstandinganythingtothecontraryinthisparagraph(g),innoeventwilltheindemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph(g) the payment ofwhichwouldplacetheindemnifiedpartyinalessfavorablenetafter-Taxpositionthantheindemnified partywouldhavebeeniniftheTaxsubjecttoindemnificationandgivingrisetosuchrefundhadnotbeen deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respecttosuchTaxhadneverbeenpaid.Thisparagraphshallnotbeconstruedtorequireanyindemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)    Survival.Each party’s obligations under this Section 2.17 shall survive the resignationorreplacementoftheAdministrativeAgentoranyassignmentofrightsby,orthereplacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

58

(i)    DefinedTerms.ForpurposesofthisSection2.17,theterm“Lender”includesthe Issuing Bank and the term “applicable law” includes FATCA.

SECTION 2.18.    PaymentsGenerally;AllocationsofProceeds;ProRataTreatment;Sharing of Setoffs.

(a)    The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payableunderSection2.15,2.16or2.17,orotherwise)inDollarspriorto12:00noon,NewYorkCitytime on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, withoutsetoff,recoupmentorcounterclaim.Anyamountsreceivedaftersuchtimeonanydatemay,inthe discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603, except payments to be made directlytotheIssuingBankortheSwinglineLenderasexpresslyprovidedhereinandexceptthatpayments pursuant to Sections2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto.The AdministrativeAgentshalldistributeanysuchpaymentsreceivedbyitfortheaccountofanyotherPerson to the appropriate recipient promptly following receipt thereof.If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.All payments hereunder shall be made in Dollars.

(b)    Atanytimethatpaymentsarenotrequiredtobeappliedinthemannerrequiredby Section 7.03, then, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i)first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii)second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)    AttheelectionoftheAdministrativeAgent,allpaymentsofprincipal,interest,LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the BorrowerpursuanttoSection2.03oradeemedrequestasprovidedinthisSectionormaybedeductedfrom any deposit account of the Borrower maintained with the Administrative Agent.The Borrower hereby irrevocably authorizes (i)the Administrative Agent to make a Borrowing for the purpose of paying each paymentofprincipal,interestandfeesasitbecomesduehereunderoranyotheramountdueundertheLoan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Section2.03 or 2.05, as applicableand(ii)theAdministrativeAgenttochargeanydepositaccountoftheBorrowermaintainedwith the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d)    IfanyLendershall,byexercisinganyrightofsetofforcounterclaimorotherwise, obtainpayment in respect of any principal ofor interest on any ofitsRevolvingLoansorparticipationsin LCDisbursementsorSwinglineLoansresultinginsuchLenderreceivingpaymentofagreaterproportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender

59

receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving LoansandparticipationsinLCDisbursementsandSwinglineLoansofotherLenderstotheextentnecessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; providedthat (i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii)the provisionsofthisparagraphshallnotbeconstruedtoapplytoanypaymentmadebytheBorrowerpursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any LenderacquiringaparticipationpursuanttotheforegoingarrangementsmayexerciseagainsttheBorrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e)    Unless the Administrative Agent shall have received, prior to any date on which anypaymentisduetotheAdministrativeAgentfortheaccountoftheLendersortheIssuingBankpursuant tothetermsofthisAgreementoranyotherLoanDocument(includinganydatethatisfixedforprepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11), notice from the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assumethattheBorrowerhasmadesuchpaymentonsuchdateinaccordanceherewithandmay,inreliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountsodistributedtosuchLenderorIssuingBankwithinterestthereon,foreachdayfromandincluding the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the NYFRB Rate.

SECTION2.19.Mitigation Obligations; Replacement of Lenders.(a) If any Lender requests compensation under Section2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment(i)wouldeliminateorreduceamountspayablepursuanttoSection2.15or2.17,asthecasemay be,inthefutureand(ii)wouldnotsubjectsuchLendertoanyunreimbursedcostorexpenseandwouldnot otherwisebedisadvantageoustosuchLender.TheBorrowerherebyagreestopayallreasonablecostsand expenses incurred by any Lender in connection with any such designation or assignment.

(b)If (i) any Lender requests compensation under Section2.15, (ii)the Borrower is requiredtopayanyIndemnifiedTaxesoradditionalamountstoanyLenderoranyGovernmentalAuthority for the account of any Lender pursuant to Section2.17 or (iii)any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,requiresuchLendertoassignanddelegate,withoutrecourse(inaccordancewithandsubjecttothe restrictions contained in Section9.04, or pursuant to the procedures agreed upon by the Administrative Agent and the Borrower), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such

60

assignment); providedthat (i)the Borrower shall have received the prior written consent of the AdministrativeAgent(andifaCommitmentisbeingassigned,theIssuingBankandtheSwinglineLender), which consent shall not unreasonably be withheld, conditioned or delayed, (ii)such Lender shall have receivedpaymentofanamountequaltotheoutstandingprincipalofitsLoansandfundedparticipationsin LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payabletoit hereunder,from theassignee (tothe extentofsuchoutstandingprincipal andaccruedinterest and fees) 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 Section2.15 or payments required to be made pursuant to Section2.17,suchassignmentwillresultinareductioninsuchcompensationorpayments.ALendershall notberequiredtomakeanysuchassignmentanddelegationif,priorthereto,asaresultofawaiverbysuch Lender or otherwise, the circumstances entitling the Borrower to require suchassignment and delegation ceasetoapply.Eachpartyheretoagreesthat(i)anassignmentrequiredpursuanttothisparagraphmaybe effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto inorderforsuchassignmenttobeeffectiveandshallbedeemedtohaveconsentedtoandbeboundbythe terms thereof; providedthat, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonablyrequestedbytheapplicableLender,providedthatanysuchdocumentsshallbewithoutrecourse to or warranty by the parties thereto.

SECTION2.20.Expansion Option.The Borrower may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental TermLoan”), in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each LendersoagreeingtoanincreaseinitsCommitment,ortoparticipateinsuchIncrementalTermLoans,an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; providedthat no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; providedthat (i)each AugmentingLendershallbesubjecttotheapprovaloftheBorrowerandtheAdministrativeAgent(which approvalshallnotbeunreasonablywithheld,delayedorconditioned)and(ii)(x)inthecaseofanIncreasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of ExhibitChereto,and(y)inthecaseofanAugmentingLender,theBorrowerandsuchAugmentingLender execute anagreementsubstantiallyintheformofExhibitDhereto.NoconsentofanyLender(otherthan theLendersparticipatingintheincreaseoranyIncrementalTermLoan)shallberequiredforanyincrease inCommitmentsorIncrementalTermLoanpursuanttothisSection2.20.IncreasesandnewCommitments andIncrementalTermLoanscreatedpursuanttothisSection2.20shallbecomeeffectiveonthedateagreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, andtheAdministrativeAgentshallnotifyeachLenderthereof.Notwithstandingtheforegoing,noincrease in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall becomeeffectiveunderthisparagraphunless,(i)ontheproposeddateoftheeffectivenessofsuchincrease or Incremental Term Loans, (A)the conditions set forth in paragraphs(a) and (b) of Section4.02 shall be satisfiedorwaivedbytheRequiredLendersandtheAdministrativeAgentshallhavereceivedacertificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B)the Borrower shall be in compliance (on a proforma basis) with the Financial Covenants and (ii)the Administrative Agentshallhavereceived(x)documentsandopinionsconsistentwiththosedeliveredontheEffectiveDate

61

astotheorganizationalpowerandauthorityoftheBorrowertoborrowhereunderaftergivingeffecttosuch increase or Incremental Term Loan and (y) reaffirmations from the Loan Parties. The Borrower shall use the proceeds of any such increase or Incremental Term Loan in accordance with Section 5.08.On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i)each relevantIncreasingLenderandAugmentingLendershallmakeavailabletotheAdministrativeAgentsuch amountsinimmediatelyavailablefundsastheAdministrativeAgentshalldetermine,forthebenefitofthe other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving LoansofalltheLenderstoequalitsApplicablePercentageofsuchoutstandingRevolvingLoans,and (ii)theBorrowershallbedeemedtohaverepaidandreborrowedalloutstandingRevolvingLoansasofthe date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section2.03).The deemed payments made pursuant to clause(ii) of theimmediatelyprecedingsentenceshallbeaccompaniedbypaymentofallaccruedinterestontheamount prepaidand,inrespectofeachTermBenchmarkLoan,shallbesubjecttoindemnificationbytheBorrower pursuant to the provisions of Section2.16 if the deemed payment occurs other than on the last day of the relatedInterestPeriods.TheIncrementalTermLoans(a)shallrankparipassuinrightofpaymentwiththe Revolving Loans, (b)shall not mature earlier than the Maturity Date (but may have amortization and/or customaryprepaymentspriortosuchdate)and(c)shallbetreatedsubstantiallythesameastheRevolving Loans; provided that (i)the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii)the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans.Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term LoanAmendment”)ofthisAgreementand,asappropriate,theotherLoanDocuments,executedbytheBorrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent.The Incremental Term Loan Amendment may, without the consentofanyotherLenders,effectsuchamendmentstothisAgreementandtheotherLoanDocumentsas maybenecessaryorappropriate,inthereasonableopinionoftheAdministrativeAgent,toeffectthe provisions of this Section2.20.Nothing contained in this Section2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time.

SECTION2.21.DefaultingLenders.Notwithstandinganyprovisionofthis Agreementtothecontrary,ifanyLenderbecomesaDefaultingLender,thenthefollowingprovisionsshall apply for so long as such Lender is a Defaulting Lender:

(a)    fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b)    any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity,pursuanttoSection7.03orotherwise)orreceivedbytheAdministrativeAgentfromaDefaulting Lender pursuant to Section9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, astheBorrowermayrequest(solongasnoDefaultorEventofDefaultexists),tothefundingofanyLoan

62

in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,asdeterminedbytheAdministrativeAgent;fifth,ifsodeterminedbytheAdministrativeAgent andtheBorrower,tobeheldinadepositaccountandreleasedproratainorderto(x)satisfysuchDefaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y)cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of CreditissuedunderthisAgreement,inaccordancewiththisSection;sixth,tothepaymentofanyamounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement orunderanyotherLoanDocument;seventh,solongasnoDefaultorEventofDefaultexists,tothepayment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtainedbytheBorroweragainstsuchDefaultingLenderasaresultofsuchDefaultingLender’sbreachof its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lenderorasotherwisedirectedbyacourtofcompetentjurisdiction;providedthatif(x)suchpaymentisa payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owedto,suchDefaultingLenderuntilsuchtimeasallLoansandfundedandunfundedparticipationsinthe Borrower’s obligations corresponding tosuch DefaultingLender’s LC Exposureand SwinglineLoans are heldbytheLendersproratainaccordancewiththeCommitmentswithoutgivingeffecttoclause(d)below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall bedeemedpaidtoandredirectedbysuchDefaultingLender,andeachLenderirrevocablyconsentshereto;

(c)    the Commitment and Revolving Credit Exposure of such Defaulting Lender shall notbeincludedindeterminingwhethertheRequiredLendershavetakenormaytakeanyactionhereunder (includinganyconsenttoanyamendment,waiverorothermodificationpursuanttoSection9.02);provided, further,thatanyamendment,waiverorothermodificationrequiringtheconsentofallLendersorall Lendersdirectlyaffectedtherebyshallnot,exceptasotherwiseprovidedinSection9.02,requiretheconsent of such Defaulting Lender in accordance with the terms hereof;

(d)    ifanySwinglineExposureorLCExposureexistsatthetimesuchLenderbecomes a Defaulting Lender then:

(i)    all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that is the Swingline Lender, the portion of suchSwinglineExposurereferredtoinclause(b)ofthedefinitionofsuchterm)shallbereallocated amongthenon-DefaultingLendersinaccordancewiththeirrespectiveApplicablePercentagesbut onlytotheextentthatsuchreallocationdoesnot,astoanynon-DefaultingLender,causesuchnon-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment;

(ii)    if the reallocation described in clause(i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within one (1)Business Day following notice by the Administrative Agent (x)first, prepay such Swingline Exposure and (y)second, cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause(i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

63

(iii)    if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause(ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)    if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause(i)above,thenthefeespayabletotheLenderspursuanttoSection2.12(a)andSection2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v)    ifalloranyportionofsuchDefaultingLender’sLCExposureisneitherreallocated nor cash collateralized pursuant to clause(i) or (ii)above, then, without prejudice to any rights or remediesoftheIssuingBankoranyotherLenderhereunder,allletterofcreditfeespayableunder Section2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the IssuingBankuntilandtotheextentthatsuchLCExposureisreallocatedand/orcashcollateralized; and

(e)    so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be requiredtofundanySwinglineLoanandtheIssuingBankshallnotberequiredtoissue,amendorincrease any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstandingLCExposurewillbe100%coveredbytheCommitmentsofthenon-DefaultingLendersand/or cash collateral will be provided by the Borrower in accordance with Section2.21(d), and Swingline Exposure related to any such newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender shall not participate therein).

If (i)a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii)the Swingline Lender or the IssuingBankhasagoodfaithbeliefthatanyLenderhasdefaultedinfulfillingitsobligationsunderoneor moreotheragreementsinwhichsuchLendercommitstoextendcredit,theSwinglineLendershallnotbe requiredtofundanySwinglineLoanandtheIssuingBankshallnotberequiredtoissue,amendorincrease anyLetterofCredit,unlesstheSwinglineLenderortheIssuingBank,asthecasemaybe,shallhaveentered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchaseatparsuchoftheLoansoftheotherLenders(otherthanSwinglineLoans)astheAdministrative AgentshalldeterminemaybenecessaryinorderforsuchLendertoholdsuchLoansinaccordancewithits Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwiseexpresslyagreedbytheaffectedparties,nochangehereunderfromDefaultingLendertoLender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

64

ARTICLE III

RepresentationsandWarranties

TheBorrowerrepresentsandwarrantstotheLendersthat:

SECTION3.01.Organization; Powers; Subsidiaries.Each of the TopCo and its MaterialDomesticSubsidiaries(a)isdulyorganizedorformed,validlyexistingandingoodstandingunder the laws of the jurisdiction of its organization, (b) has all requisite power and authority and all requisite governmentallicenses,authorizations,consentsandapprovalsto(i)ownorleaseitsassetsandcarryonits business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and (c) is duly qualified and is licensed and, as applicable, in good standing under the laws of each jurisdictionwhereitsownership,leaseoroperationofpropertiesortheconductofitsbusinessrequiressuch qualification or license, except, with respect to clause (b)(i) or (c), to the extent that failure to do so could notreasonablybeexpectedtohaveaMaterialAdverseEffect.Schedule3.01hereto(assupplementedfrom time to time) identifies each Subsidiary as of the Effective Date, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of incorporation or organization, as the case may be, the percentageofissuedandoutstandingsharesofeachclassofitscapitalstockorotherequityinterestsowned by the TopCo and the other Subsidiaries.All of the outstanding shares of capital stock and other equity interests of each such Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule3.01(as supplemented from time to time) as owned by the TopCo or another Subsidiary are owned, beneficially and of record, by the TopCo or any Subsidiary free and clear of all Liens, other than Permitted Liens.

SECTION3.02.Authorization;Enforceability. TheTransactionsarewithineachLoan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, ifrequired,actionsbyequityholders.TheLoanDocumentstowhicheachLoanPartyisapartyhavebeen dulyexecutedanddeliveredbysuchLoanPartyandconstitutealegal,validandbindingobligationofsuch Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION3.03.Governmental Approvals; No Conflicts. The Transactions (a)do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority,exceptfor(i)thosethathavealreadybeenobtainedormadeandareinfullforceandeffect,(ii) filings and recordings with respect to the Collateral, (iii) those which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect, and (iv) those as are necessary under Section 203 of the Federal Power Act or any applicable provision of any state utility regulatory law in connection withtheexerciseofcertainremediesinrespectoftheCollateral,(b)willnotviolate(I)anyapplicablelaw or regulation, (II) the charter, by-laws or other organizational documents of the TopCo or any of its Subsidiaries or (III) any order of any Governmental Authority, except, (A) with respect to clauses (b)(I) and (III), to the extent such violation could not reasonably be expected to have a Material Adverse Effect and (B) with respect to clause (b)(II), other than in the case of a Loan Party, to the extent such violation couldnotreasonablybeexpectedtohaveaMaterialAdverseEffect,(c)willnotviolateorresultinadefault under any indenture, agreement or other instrument binding upon the TopCo or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the TopCo or any of its Subsidiaries, except to the extent such violation or default could not reasonably be expected to have a MaterialAdverseEffect,and(d)willnotresultinthecreationorimpositionof,ortherequirementtocreate, anyLien on anyasset of anyLoan Party or anyMaterialDomestic Subsidiary,other than Permitted Liens.

65

SECTION3.04.Financial Condition; No Material Adverse Change.(a) The TopCo has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December31, 2021, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii)as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2022, certified by its chief financial officer.Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the TopCo and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b)    SincetheEffectiveDate,noevent,changeorconditionhasoccurredthathashad, orcouldreasonablybeexpectedtohave,eitherindividuallyorintheaggregate,aMaterialAdverseEffect.

SECTION3.05.Properties.(a) Each of the TopCo and its Subsidiaries has good title to,orvalidleaseholdinterestsin,allitsrealandpersonalpropertymaterialtoitsbusiness,exceptforsuch defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)    EachoftheTopCoanditsSubsidiariesowns,orislicensedtouse,alltrademarks, tradenames,copyrights,patentsandotherintellectualpropertymaterialtoitsbusiness,andtheusethereof bytheTopCoanditsSubsidiaries,toanyLoanParty’sknowledge,doesnotinfringeupontherightsofany otherPerson,exceptforanysuchinfringements,orownershiporlicenseissues,that,individuallyorinthe aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION3.06.Litigation,EnvironmentalandLaborMatters.(a)Thereareno actions,suits,proceedingsorinvestigationsbyorbeforeanyarbitratororGovernmentalAuthoritypending against or, to the knowledge of the Borrower, threatened against or affecting the TopCo or any of its Subsidiaries (i)as to which there is a reasonable possibility of an adverse determination and that, if adverselydetermined,couldreasonablybeexpected,individuallyorintheaggregate,toresultinaMaterial Adverse Effect or (ii) that involve this Agreement or the Transactions.

(b)    Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the TopCo nor any of its Subsidiaries (i)has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii)has become subject to any Environmental Liability, (iii)has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c)    There are no strikes, lockouts or slowdowns against the TopCo or any of its Subsidiaries pending or, to their knowledge, threatened except to the extent such strike, lockout or slowdowncouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect.Thehoursworkedbyand paymentsmadetoemployeesoftheTopCoanditsSubsidiarieshavenotbeeninviolationoftheFairLabor StandardsActoranyotherapplicableFederal,state,localorforeignlawrelatingtosuchmattersexceptto the extent such violation that could not reasonably be expected to have a Material Adverse Effect.All material payments due from the TopCo or any of its Subsidiaries, or for which any claim may be made against the TopCo or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the TopCo or such Subsidiary except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the

66

TopCooranyofitsSubsidiariesisboundexcepttotheextentsuchrightscouldnotreasonablybeexpected to have a Material Adverse Effect.

SECTION3.07.Compliance with Laws.Each of the TopCo and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION3.08.Investment Company Status.None of the Loan Partiesis an “investmentcompany”asdefinedin,orsubjecttoregulationunder,theInvestmentCompanyActof1940.

SECTION3.09.Taxes.Each of the TopCo and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a)Taxes that are being contested in good faith by appropriate proceedings and for which the TopCo or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b)to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION3.10.ERISA.No ERISA Event has occurred or is reasonably expected to occurthat,whentakentogetherwithallothersuchERISAEventsforwhichliabilityisreasonablyexpected to occur, could reasonably be expected to result in a Material Adverse Effect.

SECTION3.11.Disclosure.Neither the Information Memorandum nor any of the otherreports,financialstatements,certificatesorotherwritteninformationfurnishedbyoronbehalfofthe TopCooranySubsidiarytotheAdministrativeAgentoranyLenderinconnectionwiththenegotiationof this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) (when taken as a whole) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedthat, with respect to projections and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believedbytheBorrowertobereasonableatthetimeprepared(itbeingunderstoodbytheAdministrative AgentandtheLendersthatanysuchprojectionsarenottobeviewedasfactsthataresubjecttosignificant uncertainties and contingencies, many of which are beyond the control of the TopCo and its Subsidiaries, thatnoassurancescanbegiventhatsuchprojectionswillberealizedandthatactualresultsmaydiffer materially from such projections).As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

SECTION 3.12.    Liens.TherearenoLiensonanyoftherealorpersonalpropertiesof the TopCo or any Subsidiary except for Liens permitted by Section 6.02.

SECTION3.13.    NoDefault.NoDefaultorEventofDefaulthasoccurredandis continuing.

SECTION3.14.    Energy Regulatory Status.None of the Secured Parties shall, solely by reason of (i) the ownership, construction, operation and maintenance of the Projects, the sale or transmissionofelectricenergy,capacityandancillaryservicestherefrom,includingascontemplatedbythe Project Documents, (ii) the making of Loans or the issuance of any Letters of Credit in accordance with this Agreement, (iii) the securing of the Obligations by Liens on the Collateral (other than the exercise of remediesbyanySecuredParty)or(iv)anyothertransactioncontemplatedbythisAgreementoranyother Loan Document, be deemed by any Governmental Authority to be, or to be subject to regulation as, an

67

“electric utility,” “electrical corporation,” “electrical company,” “public utility” or “public utility holding company” or similar entity under any applicable Laws of the United States, any state or any political subdivision of the United States or any state, including PUHCA and the FPA.

SECTION3.15.Solvency.The Borrower and its Subsidiaries taken as a whole are Solvent as of the Effective Date.

SECTION3.16.Insurance.TheTopComaintains,andhascausedeachLoan Guarantor and each Material Domestic Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION3.17.Security Interest in Collateral.The provisions of this Agreement and the other Loan Documents create legal and valid perfected Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party, and having priority over all other Liens on the Collateral except in the case of (a)Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the AdministrativeAgentpursuanttoanyapplicablelawand(b)Liensperfectedonlybypossession(including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

SECTION3.18.Anti-CorruptionLawsandSanctions. TheBorrowerhasimplemented and maintains in effect policies and procedures designed to ensure compliance by the TopCo, its Subsidiariesandtheirrespectivedirectors,officers,employeesandagentswithAnti-CorruptionLawsand applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.None of (a) the TopCo, any Subsidiary, any of their respective directors or officers or, to the knowledge of the Borrower, employees, or (b) to the knowledge oftheTopCo,anyagentoftheTopCooranySubsidiarythatwillactinanycapacityinconnectionwithor benefitfromthecreditfacilityestablishedhereby,isaSanctionedPerson.NoBorrowingorLetterof Credit,useofproceedsorothertransactioncontemplatedbythisAgreementwillviolateanyAnti-Corruption Law or applicable Sanctions.

SECTION3.19.AffectedFinancialInstitutions.NoLoanPartyisanAffected Financial Institution.

SECTION3.20.Plan Assets; Prohibited Transactions. None of the Loan Parties is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution,deliverynorperformanceofthetransactionscontemplatedunderthisAgreement,includingthe making of any Loan and the issuance of any Letters of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

SECTION3.21.Margin Regulations.The Borrower is not engaged and will notengage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceedsofanyBorrowingorLetterofCreditextensionhereunderwillbeusedtobuyorcarryanyMargin Stock.FollowingtheapplicationoftheproceedsofeachBorrowingordrawingundereachLetterofCredit,

68

not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) will be Margin Stock.

ARTICLE IV

Conditions

SECTION4.01.EffectiveDate.TheobligationsoftheLenderstomakeLoansandof the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)    The Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of the legal opinions, certificates, documents, instruments and agreements as the AdministrativeAgentshallreasonablyrequestinconnectionwiththeTransactions,allinformand substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E.

(b)    The Administrative Agent shall have received a favorable written opinion (addressedtotheAdministrativeAgentandtheLendersanddatedtheEffectiveDate)ofSkadden, Arps, Slate, Meagher & Flom LLP, counsel for the Loan Parties, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request.The Borrower hereby requests such counsel to deliver such opinion.

(c)    The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E.

(d)    The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, certifying (i) that the representations and warranties contained in ArticleIIIare true and correct as of such date in all material respects (or, if qualified by Material Adverse Effect or other materiality qualification, in all respects), (ii) thatnoDefaultorEventofDefaulthasoccurredandiscontinuingasofsuchdateand(iii)astothe satisfaction of clause (e) below.

(e)    TheAdministrativeAgentshallhavereceivedevidencereasonablysatisfactoryto itthattheBorrowershallhavereceivednolessthan$300,000,000inrespectofcashcommonequity contributions substantially concurrently with the Effective Date.

(f)    The Administrative Agent shall have received evidence satisfactory to it that the SubscriptionFacilityshallhavebeen,orwillbesubstantiallyconcurrentlywiththeEffectiveDate, terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans) and any and all liens thereunder shall have been, or will be substantially concurrently with the Effective Date, terminated.

69

(g)    (i)TheAdministrativeAgentshallhavereceived,atleastfive(5)dayspriortothe Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations,includingthePatriotAct,totheextentrequestedinwritingoftheBorroweratleastten (10) days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date,anyLenderthathasrequested,inawrittennoticetotheBorroweratleastten(10)daysprior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (f) shall be deemed to be satisfied).

(h)    The Administrative Agent shall have received all fees and other amounts due and payableonorpriortotheEffectiveDate,including,totheextentinvoicedatleasttwo(2)Business DayspriortotheEffectiveDate,reimbursementorpaymentofallreasonableanddocumentedout-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

TheAdministrativeAgentshallnotifytheBorrowerandtheLendersoftheEffectiveDate,andsuchnotice shall be conclusive and binding.

SECTION4.02.EachCreditEvent.TheobligationofeachLendertomakeaLoanon the occasion of any Borrowing (other than a conversion or continuation of any Loans), and of the Issuing Bank to issue, amend or extend any Letter of Credit, is subject to the satisfaction of (or waiver of in accordance with Section 9.02) the following conditions:

(a)    The representations and warranties of the Borrower set forth in this Agreement shallbetrueandcorrectinallmaterialrespects(providedthatanyrepresentationorwarrantythat is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on andasofthedateofsuchBorrowingorthedateofissuance,amendmentorextensionofsuchLetter of Credit, as applicable, except to the extent that such representations and warranties specifically refertoanearlierdate,inwhichcasetheyshallbetrueandcorrectinallmaterialrespects(providedthatanyrepresentationorwarrantythatisqualifiedbymaterialityorMaterialAdverseEffectshall be true and correct in all respects) as of such earlier date; and

(b)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing (other than a conversion or continuation of any Loans) and each issuance, amendment or extensionofaLetterofCreditshallbedeemedtoconstitutearepresentationandwarrantybytheBorrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

AffirmativeCovenants

Until the Commitments have expired or been terminated and the principal of and interest oneachLoanandallfeespayablehereundershallhavebeenpaidinfull(otherthanObligationsexpressly stated to survive such payment and termination) and all Letters of Credit shall have expired or terminated (orshallhavebeencashcollateralizedorbackstoppedpursuanttoarrangementsreasonablysatisfactoryto

70

theAdministrativeAgent)andallLCDisbursementsshallhavebeenreimbursed,theBorrowercovenants and agrees with the Lenders that:

SECTION5.01.FinancialStatementsandOtherInformation.TheBorrowerwill furnish to the Administrative Agent for distribution to each Lender:

(a)    within ninety (90) (or, for the first fiscal year of the TopCo ending December 31, 2022, one hundred and twenty (120)days) after the end of each fiscal year of the TopCo (or, if earlier, by the date that the Annual Report on Form 10-K of the TopCo for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form) commencing with the fiscal year of the TopCoendedDecember31,2022,itsauditedconsolidatedbalancesheetandrelatedstatementsof operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independentpublicaccountantsofrecognizednationalstanding(withouta“goingconcern”orlike qualification,commentaryorexception(otherthanresultingfrom(x)currentdebtmaturitiesor(y) any prospective or actual breach of any financial covenant) and without any qualification nor exception as to the scope of such audit) to the effect that such consolidated financial statements presentfairlyinallmaterialrespectsthefinancialconditionandresultsofoperationsoftheTopCo and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)    withinforty-five(45)(orsixty(60)foranyfiscalquarterendingpriortoMarch31, 2024) days after the end of each of the first three fiscal quarters of each fiscal year of the TopCo (or, if earlier, by the date that the Quarterly Report on Form 10-Q of the TopCo for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form) commencing with the fiscal quarter of the TopCo ended March 31, 2023, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figuresfor the corresponding periodor periods of(or, in the case ofthe balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of TopCo and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)    concurrentlywithanydeliveryoffinancialstatementsunderclause(a)or (b)above, a certificate of a Financial Officer of the TopCo (i)certifying as to whether a Default has occurred and is continuing and, if a Default has occurred that is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii)setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenants and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d)    as soon as available, but in any event not later than thirty (30) days following the endof,andnoearlierthanthirty(30)dayspriortotheendof,eachfiscalyearoftheTopCo,acopy of the plan and forecast for each quarter of the upcoming fiscal year substantially in the form of Exhibit Bor otherwise reasonably satisfactory to the Administrative Agent;

71

(e)    promptlyfollowinganyrequesttherefor,(x)suchotherinformationregardingthe operations,businessaffairsandfinancialconditionoftheTopCooranySubsidiary,orcompliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the AdministrativeAgent)mayreasonablyrequestand(y)informationanddocumentationreasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and

(f)    concurrently with the Financial Statements delivered pursuant to Section 5.01(a), an update to Schedule 3.01 identifying each Subsidiary (and Material Domestic Subsidiary) as of the date thereof.

Documents required to be delivered pursuant to Section5.01(a) or (b) (to the extent any such documents areincludedinmaterialsotherwisefiledwiththeSEC)shallbedeemedtohavebeendeliveredonthedate (i)onwhichsuchmaterialsarepubliclyavailableaspostedontheElectronicDataGathering,Analysisand Retrievalsystem(EDGAR);or(ii)onwhichsuchdocumentsarepostedonbehalfofTopCoonanInternet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative Agent).The AdministrativeAgentshallhavenoobligationtorequestthedeliveryofortomaintainpapercopiesofthe documents referred to above, and in any event shall have no responsibility to monitor compliance by the TopCo with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

SECTION5.02.Notices of Material Events.The Borrower will furnish to the Administrative Agent (for distribution to each Lender) written notice of the following promptly after a Responsible Officer having actual knowledge thereof:

(a)    theoccurrence of any Default;

(b)    the filing or commencement of any Proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof, including pursuant to any applicable Environmental Laws, that could reasonably be expected to result in a Material Adverse Effect;

(c)    theoccurrenceof any ERISA Event that, alone ortogether withany other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(d)    notice of any action arising under any Environmental Law or of any noncompliance by the TopCo or any Subsidiary with any Environmental Law or any permit, approval,licenseorotherauthorizationrequiredthereunder,ineachcase,thatcouldreasonablybe expected to result in a Material Adverse Effect;

(e)    any material change in accounting or financial reporting practices by any Loan Party; and

(f)    anyotherdevelopmentthatresultsin,orcouldreasonablybeexpectedtoresultin, a Material Adverse Effect.

EachnoticedeliveredunderthisSection(i)shallbeinwriting,whichshallincludeemailorotherelectronic transmission,orprovidedinthemannerdescribedinSection5.01,(ii)shallcontainaheadingorareference line that reads “Notice under Section 5.02 of the MN8 Energy LLC Credit Agreement dated February 3,

72

2023”and(iii)shallbeaccompaniedbyastatementofaFinancialOfficerorotherexecutiveofficerofthe Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION5.03.Existence; Conduct of Business.The Borrower will, and will cause TopCo and each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keepinfullforceandeffect(i)itslegalexistenceand(ii)theotherrights,licenses,permits,privilegesand franchises material to the conduct of its business, in each case except (other than in the case of Borrower, MN8 Energy Operating Company LLC and MN8 Inc. in the case of clause (i)) to the extent that failure to dosocouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect;providedthattheforegoingshall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION5.04.Payment and Performance of Obligations.The Borrower will, and willcauseeachofitsSubsidiariesandTopCoto,payitsobligations,includingTaxliabilities,assessments and governmental charges or levies upon it or its properties or assets that are due and owing that, if not paid,couldresultinaMaterialAdverseEffectbeforethesameshallbecomedelinquentorindefault,except where(a)thevalidityoramountthereofisbeingcontestedingoodfaithbyappropriateproceedings,(b)the TopCo or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance withGAAPand(c)thefailuretomakepaymentpendingsuchcontestcouldnotreasonablybeexpectedto resultinaMaterialAdverseEffect.TheBorrowershall,andshallcauseeachofitsSubsidiariesandTopCo to,(i)performallofitsmaterialobligations,and(ii)pursueallitsmaterialrightsandremedies,undereach materialProjectDocumentandTaxEquityDocumenttowhichitisaparty,except,inthecaseofclause(i) or (ii), to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION5.05.Maintenance of Properties; Insurance.The Borrower will, and will cause each of its Subsidiaries and TopCo to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted where the failure to do so could not reasonably be expected to have a Material Adverse Effect and (b) maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in suchamounts(including deductibles,co-insuranceandself-insurance,ifadequatereservesaremaintained with respect thereto) as is customary in the case of and commercially available to entities of established reputations engaged in the same or a similar business and similarly situated. The Borrower will furnish to theLenders,uponrequestoftheAdministrativeAgent,informationinreasonabledetailastotheinsurance somaintained.TheBorrowershallcausetheAdministrativeAgenttobenamedaslosspayeeoradditional insured,asapplicable,withrespectto(x)“AllRisk”physicaldamageinsurancepoliciesonallofthe tangible personal property and assets of the Loan Parties (solely to the extent not inconsistent with the requirementsofanyothercontractualobligationoftheBorroweroritsSubsidiariesnotprohibitedhereby), and(y)allgeneralliabilityandotherliabilitypoliciesoftheLoanParties;providedthattheBorrowershall notberequiredtoprovideinsuranceendorsementswithrespecttotheinsurancecertificatesdeliveredonor prior to the Effective Date until the date that is thirty (30) days after the Effective Date (or such later date as is agreed to by the Administrative Agent).In the event the Borrower, TopCo or any of its Subsidiaries atanytimeortimeshereaftershallfailtoobtainormaintainanyofthepoliciesorinsurancerequiredherein ortopayanypremiuminwholeorinpartrelatingthereto,thentheAdministrativeAgent,withoutwaiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall beundernoobligationtodoso)obtainandmaintainsuchpoliciesofinsuranceandpaysuchpremiumsand take any other action with respect thereto which the Administrative Agent deems advisable.All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement.TheBorrowerwillfurnishtotheAdministrativeAgentandtheLenderspromptwrittennotice

73

of any casualty or other insured damage above the policy deductible, to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

SECTION5.06.Books and Records; Inspection Rights.The Borrower will, and will cause each Subsidiary and TopCo to, maintain properbooks of record and account, in which full,true and correct entries shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Person, as the case may be, in conformity in all material respects with GAAP consistently applied and otherwise in material conformity with all applicable requirements of any GovernmentalAuthorityhavingregulatoryjurisdictionovertheBorrowerorsuchPerson,asthecasemay be. The Borrower will, and will cause each Subsidiary and TopCo to, permit representatives and independent contractors of the Administrative Agent and the Lenders to visit and inspect any of its properties, to examine its financial and accounting records, and to discuss its affairs (including the performance, operations and maintenance of the Projects) finances and accounts with its directors and officers,allattheexpenseoftheBorrowerandatsuchreasonabletimesduringnormalbusinesshoursand as often as may be reasonably requested, upon reasonable advance notice to the Borrower; provided, however, that so long as no Event of Default has occurred and is continuing, such inspections shall be limited to one such visit in each consecutive twelve-month period.

SECTION5.07.CompliancewithLaws. TheBorrowerwill,andwillcauseeachofits Subsidiaries and TopCo to,comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), in each case except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.The Borrower will maintain in effect and enforce policies and proceduresdesignedtoensurecompliancebytheBorroweritsSubsidiariesandTopCo,asapplicable,and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION5.08.Use of Proceeds.The proceeds of the Loans will be used only to finance, and Letters of Credit will be issued only to support, the working capital needs, and for general corporate purposes, of the TopCo and its Subsidiaries including the refinancing of certain existing Indebtedness;providedthatinnoeventshallmorethan$300,000,000oftheproceedsofanyLoanorother creditextensionunderthisAgreement(includinganyIncrementalTermLoansincurredpursuanttoSection 2.20) be contributed or otherwise invested in GSRP Warehouse I, LLC or any of its subsidiaries (which amount of contributions and investments shall be calculated net of distributions from GSRP Warehouse I, LLC to a Loan Party) (it being acknowledged that neither GSRP Warehouse I, LLC nor any of its subsidiarieswillbeGuarantorsbutthatthisshallnotprohibitthecontributionorinvestmentofproceedsof theLoansorothercreditextensionsunderthisAgreementinsuchentitiessubjecttotheforegoinglimit).

NopartoftheproceedsofanyLoanwillbeused,whetherdirectlyorindirectly,foranypurposethatentails aviolationofanyoftheregulationsoftheFederalReserveBoard,includingRegulationsT,UandX.The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procurethatitsSubsidiariesand,followingtheconsummationoftheInitialPublicOffering,TopCo,andits or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment orgivingofmoney,oranythingelseofvalue,toanyPersoninviolationofanyAnti-CorruptionLaws,(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to complywithSanctions,or(iii)inanymannerthatwouldresultintheviolationofanySanctionsapplicable to any party hereto.

74

SECTION5.09.    LoanGuarantors;Pledges;AdditionalCollateral;FurtherAssurances.

(a)    Subject to the last sentence of this clause (a), as promptly as possible but in any event within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent) after any Person who is or becomes a Material Domestic Subsidiary, is (i) acquired directly or indirectly by the Borrower, (ii) designated by the Borrower pursuant to the definition of “Material Domestic Subsidiary”, (iii) determined to be qualified as a Material Domestic Subsidiary within five (5) days of delivery of financial statements pursuant to Section 5.01(a) or (b)or (iv) requested to be made a Loan Guarantor by the Administrative Agent, the Borrower shall cause the ultimate Material Domestic Subsidiary parent of each such new Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Loan Guaranty and a joinder to the Security Agreement (in each case in the form contemplated thereby, and solelytotheextentsuchPersonisnotalreadypartytotheLoanGuaranty)pursuanttowhichsuchMaterial Domestic Subsidiary parent agrees to be bound by the terms and provisions thereof, such Loan Guaranty andtheSecurityAgreementtobeaccompaniedbyrequisiteorganizationalresolutions,otherorganizational documentationandlegalopinionsasmaybereasonablyrequestedby,andinformandsubstancereasonably satisfactoryto,theAdministrativeAgentanditscounsel(but,withrespecttoanysuchlegalopinion,limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01).Notwithstanding anythingtothecontraryinanyLoanDocument,noExcludedSubsidiaryorSubsidiarythatisnotaRelevant Project Company shall be required to be (or remain, as applicable) a Loan Guarantor.

(b)    Promptly (and in any event within five (5) Business Days) following the consummation of the Initial Public Offering, the Borrower shall cause MN8 Inc. to deliver to the AdministrativeAgentajoindertotheLoanGuarantyandajoindertotheSecurityAgreement(ineachcase in the form contemplated thereby, and solely to the extent such Person is not already party to the Loan Guaranty)pursuanttowhichMN8Inc.agreestobeboundbythetermsandprovisionsthereof,suchLoan Guaranty and the Security Agreement to be accompanied by requisite organizational resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in form and substancereasonablysatisfactoryto,theAdministrativeAgentanditscounsel(but,withrespecttoanysuch legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). Notwithstanding anything herein to the contrary, MN8 Inc. shall not be required to be party to any Loan Document or otherwise obligated for the Obligations prior to the Initial Public Offering.

(c)    Subject to the terms, limitations and exceptions set forth herein and in the applicable Collateral Documents, the Borrower will cause, and will cause each other Loan Party to cause, allofitsownedproperty(whetherpersonal,tangible,intangible,ormixedbutexcludingExcludedAssets) to be subject at all times to perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section6.02 and the provisions of the Collateral Documents.With respect to the pledge of any Equity Interest in any Subsidiary and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Borrowerwill cause(A)100%oftheissuedandoutstandingEquityInterestsofeachPledgeSubsidiarythatisaDomestic Subsidiary (other than Domestic Foreign Holding Companies and Subsidiaries of a CFC or a Domestic Foreign Holding Company) and (B) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Pledge Subsidiary (i) that is a Foreign Subsidiary treated as a CFC and (ii) that is a Domestic Foreign Holding Company, in each case directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents.

75

(d)    Withoutlimitingtheforegoing,theBorrowerwill,andwillcauseeachLoanParty to,executeanddeliver,orcausetobeexecutedanddelivered,totheAdministrativeAgentsuchdocuments, agreementsandinstruments,andwilltakeorcausetobetakensuchfurtheractions(includingthefilingand recording of financing statements, “short form” intellectual property security agreements with, as applicable,theUnitedStatesPatentandTrademarkOfficeandtheUnitedStatesCopyrightOfficeandother documents and such other actions or deliveries of the type required by Section4.01), which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of thisAgreementandtheotherLoanDocumentsandtoensureperfectionandpriorityoftheLienscreatedor intended to be created by the Collateral Documents, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the Borrower.

(e)    Ifanymaterialassets(includinganyrealpropertyorimprovementstheretoorany interesttherein)areacquiredbyaLoanPartyaftertheEffectiveDate(otherthan(i)ExcludedAssetsor(ii) assets of the type constituting Collateral under the Security Agreement that either become subject to the Lien under the Security Agreement upon acquisition thereof or with respect to which no notice or further actionwouldberequiredtocreateorperfecttheAdministrativeAgent’sLieninsuchassets),theBorrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and, as applicable,causetheotherLoanPartiestotake,suchactionsasshallbenecessaryorreasonablyrequested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) ofthisSection,allattheexpenseoftheBorrower,subject,however,totheterms,limitationsandexceptions set forth herein or in any Collateral Document.

(f)    Notwithstanding the foregoing, it is understood and agreed that (i) springing account control agreements shall only be required, if requested by the Administrative Agent, for deposit accountsorsecuritiesaccountsoftheLoanParties,ineachcasewithavalueinexcessof$1,000,000, (ii)thereshallbenorequirementtoobtainanylandlordwaivers,estoppelsorcollateralaccesslettersand (iii)noLoanPartyshallhaveanyobligationtotakeanyactionwithrespecttoanyCollaterallocatedinany jurisdictionotherthantheUnitedStatesorenterintoanycollateraldocumentationgovernedbyorrequired bythelawsofanyjurisdictionotherthantheUnitedStatesinordertocreateorperfectanysecurityinterest inany Collateral,whether ornot suchCollateral islocated inany jurisdictionother thanthe United States.

SECTION5.10.Subsidiary Distributions. The Borrower shall cause each of its Subsidiaries to distribute all cash that such Subsidiary is permitted by applicable laws and the terms of all applicable organizationaldocumentsandcontractsofsuchSubsidiariestodistributetotheBorroweroraLoanParty, directly or indirectly; providedthat, each Project Company (and each other Subsidiary) shall be permitted to retain cash in an amount, in the Borrower’s or such Subsidiary’s reasonable discretion, necessary or advisable for working capital purposes, the prudent operation and maintenance of the applicable Projects, or other obligations of Subsidiaries.

ARTICLE VI

NegativeCovenants

UntiltheCommitmentshaveexpiredorterminatedandtheprincipalofandinterestoneach Loanandallfeesdueandpayablehereunderhavebeenpaidinfull(otherthanObligationsexpresslystated tosurvivesuchpaymentandtermination)andallLettersofCredithaveexpiredorterminated(orshallhave been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the AdministrativeAgent)andallLCDisbursementsshallhavebeenreimbursed,theBorrowercovenantsand agrees with the Lenders that:

76

SECTION6.01.Indebtedness.The Borrower will not, and will not permit any Subsidiary or TopCo to, create, incur, assume or permit to exist any Indebtedness, except:

(a)    subject to Section 6.06, obligations (contingent or otherwise) existing or arising under any Swap Agreement;

(b)    IndebtednessundertheLoanDocumentsorotherwisepermittedthereunder;

(c)    obligationsinrespectofCapitalLeaseObligations,syntheticleaseobligationsand purchase money obligations, or for the deferred purchase price, for fixed or capital assets and services within the limitations set forth in Section 6.02(j); provided, however, that the aggregate amount of all such obligations shall not exceed $25,000,000.

(d)    tradeorothersimilarIndebtednessincurredintheordinarycourseofbusiness(but not for borrowedmoney) that is(i) not more than ninety (90)days past due or (ii)beingcontested in good faith and by appropriate proceedings;

(e)    Guarantees of any Person in respect of Indebtedness otherwise permitted hereunder of TopCo or any Subsidiary;

(f)    Indebtedness of the TopCo or any Subsidiary thereof in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business;

(g)    in connection with the consummation of any permitted Investment or permitted Disposition of any business, assets or Subsidiary of the TopCo or any of its Subsidiaries, Indebtedness incurred by the TopCo or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance by the TopCo or any such Subsidiary pursuant to such agreements, in an amount not to exceed $5,000,000 in the aggregate;

(h)    Indebtednessinrespectofnettingservices,overdraftprotectionsandotherwisein connection with deposit accounts otherwise permitted hereunder;

(i)    the incurrence of Indebtedness arising from the honoring by a bank or other financialinstitutionofacheck,draftorsimilarinstrumentinadvertentlydrawnagainstinsufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five (5) Business Days;

(j)    to the extent constituting Indebtedness, obligations under Project Documents or Tax Equity Documents, in each case, that are not Indebtedness for borrowed money;

(k)    to the extent constituting Indebtedness, obligations (contingent or otherwise) existing or arising under any Power Purchase Agreement or REC Agreement;

(l)    guaranteesinrespectofIndebtednessotherwisepermittedhereunder;

(m)    Indebtedness of the TopCo or any Subsidiary thereof consisting of the financing of insurance premiums in the ordinary course of business;

(n)    IndebtednessoftheTopCooranySubsidiarythereofconsistingofjudgmentsthat do not constitute an Event of Default under Section 7.01(k);

77

(o)    Taxes or customs duties, either (i) secured by an acceptable bond, (ii) not yet due or(iii)thatarebeingcontestedingoodfaithandbyappropriateproceedingsdiligentlyconducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, to the extent required by GAAP;

(p)    Indebtedness of the TopCo or any Subsidiary thereof arising from hedging obligations and hedging and hedge-like obligations with respect to capacity, energy, Tax and environmentalattributes,ancillaryservicesandotherproductsandservicesinaccordancewiththe Project Documentsor inthe ordinary course of businessand inanyevent permittedunderSection 6.06;

(q)    Indebtedness in respect of performance bonds, bid bonds, letters of credit, appeal bonds, surety bonds, guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business or consistent with industry practice;

(r)    IndebtednessoftheTopCoexistingonthedatehereofassetforthonSchedule6.01orIndebtednessofanySubsidiaryoftheTopCoasofthelaterof(i)theEffectiveDateor(ii) the date such Person becomes a Subsidiary, as applicable, and any Permitted Refinancing Debt in respect thereof;

(s)    Indebtedness of Project Companies or one or more parent companies of Project Companies which are not Loan Parties that is non-recourse to the TopCo and not secured by any assets of the TopCo (other than Equity Interests of any Project Company); provided that if any Indebtedness is incurred by any Project Company pursuant to this clause (s), then its parent company may not incur Indebtedness pursuant to this clause (s) and if any parent company of any Project Company incurs any Indebtedness pursuant to this clause (s), then such Project Company may not incur Indebtedness pursuant to this clause (s) (it being understood that nothing in this proviso shall limit a Project Company’s or parent company’s right to incur or guarantee Indebtedness as permitted under any other clause of this Section 6.01);

(t)    intercompany Indebtedness between or among the TopCo and its Subsidiaries in compliancewithSection6.05(b);provided,thatifaLoanPartyistheobligoronsuchIndebtedness and the payee is not a Loan Party, such Indebtedness must be unsecured and (except in respect of the intercompany current liabilities incurred in the ordinary course of business in connection with thecashmanagementoperationsofTopCoanditsSubsidiaries)expresslysubordinatedtotheprior payment in full in cash of the Secured Obligations;

(u)    Indebtednessincurredinconnectionwithcreditcardprocessingarrangementsand other cash management arrangements entered into in the ordinary course of business;

(v)    Indebtedness representing deferred compensation, severance, pension, and health and welfare retirement benefits or the equivalent to current and former employees of TopCo and its Subsidiaries; and

(w)    unsecuredIndebtednessoftheTopCoanditsSubsidiariesinanaggregateprincipal amount not to exceed $35,000,000 at any time outstanding.

78

SECTION6.02.Liens.The Borrower will not, and will not permit any Subsidiary or TopCo,to,create,incur,assumeorpermittoexistanyLienonanypropertyorassetnowownedorhereafter acquired by it, except the following (collectively, “Permitted Liens”):

(a)    Lienscreated pursuantto anyLoan Document;

(b)    Liens of the TopCo existing on the date hereof as set forth on Schedule6.02, or Liens of any Subsidiary of the TopCo existing as of the later of (x) the Effective Date or (y) the date such Person becomes a Subsidiary, as applicable; providedthat such Lien is not created in contemplation of or in connection with such Person becoming a Subsidiary of the TopCo;

(c)    Liens for Taxes or customs duties (i) not yet due and owing, (ii) secured by an acceptable bond, or (iii) that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, to the extent required by GAAP;

(d)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liensarisingintheordinarycourseofbusinessthatarenotoverdueforaperiodofmorethanninety (90) days or which are being contested in good faith and by appropriate proceedings diligently conducted,ifadequatereserveswithrespecttheretoaremaintainedonthebooksoftheapplicable Person in accordance with GAAP, to the extent required by GAAP;

(e)    pledgesordepositsintheordinarycourseofbusinessinconnectionwithworkers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f)    pledges and deposits to secure the performance of bids, contracts, concessions, statutory obligations, surety, appeal bonds performance bonds, leases and other obligations of a like nature (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)    covenants,landusecontracts,leases,buildingschemes,declarationsofcovenants, conditions, restrictions, servicing agreements, easements, rights-of-way, crossing agreements, restrictions and other Liens, title defects or irregularities affecting real property, which do not materially detract from the value of the property subject thereto or materially interfere with the continued use of any Project in the ordinary conduct of the business of the applicable Person, in eachcase,suchthatitcouldreasonablybeexpectedtocauseamaterialadversechangein,orhave a material adverse effect upon, the operations or business of the TopCo.

(h)    with respect to any real property interests, matters that would be disclosed by an inspectionorsurveyofsuchrealpropertyanddonot,intheaggregate,materiallyimpairthecurrent occupancy or use of the estate or real property to which they relate;

(i)    Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(k);

(j)    LienssecuringIndebtednesspermittedunderSection 6.01(c);providedthat (i)such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby is not increased;

(k)    Liens and other rights and interests (including of the nature of netting and set off, rightsoffirstrefusal,rightsoffirstoffer,purchaseoptionsandsimilarrightsinrespectoftheassets

79

of the Project Companies) set forth in the organization documents of the TopCo or any of its Subsidiaries,anyProjectDocument,anyTaxEquityDocumentor,inthecaseofSubsidiaries,any financing documents permitted hereby;

(l)    anyinterestortitleofathird-partylessororsublessorunderanyleaseofrealestate permitted hereunder;

(m)    purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(n)    encumbrances on real property in the nature of any zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions or any other conditions, in each case, imposedbyanyGovernmentalAuthorityonanyrealproperty,whichdonotmateriallydetractfrom the value of the property subject thereto and do not materially interfere with the continued use of the property subject thereto in the conduct of the business of the applicable Person;

(o)    non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectualpropertyrightsgrantedbyTopCooranySubsidiaryintheordinarycourseofbusiness and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Person;

(p)    Lienssecuringinsurancepremiumfinancingarrangements;

(q)    reservations, limitations, provisos and conditions, if any, expressed in any grants, permits, licenses or approvals from any Governmental Authority;

(r)    Liensdeemedtoexistinconnectionwithrepurchaseagreementsandothersimilar investments to the extent such investments are permitted under the Loan Documents;

(s)    Liensoftradevendorssecuringtradeorothersimilarindebtednessincurredinthe ordinary course of business and not more than ninety (90) days past due;

(t)    Liens consisting of an agreement to dispose of any property in a Disposition permitted hereunder solely to the extent that such investment or Disposition would have been permitted on the date of the creation of such Lien;

(u)    Liens in the nature of rights of first refusal, rights of first offer, purchase options and similar rights in respect of the Equity Interests or assets of Subsidiaries included in documentation evidencing contemplated purchase and sale transactions permitted under this Agreement;

(v)    Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights; and

(w)    Liens not otherwise permitted hereunder that do not secure Indebtedness as long astheaggregateamountoftheobligationssecuredbysuchLiensdoesnotexceed$35,000,000at any time outstanding.

SECTION6.03.FundamentalChanges. (a)TheBorrowerwillnot,andwillnotpermit any Subsidiary or TopCo to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or

80

substantially all of the Equity Interests of any of TopCo’s Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

(x)    any Person may merge into the TopCo in a transaction in which the TopCo is the surviving corporation;

(ii)    any Subsidiary (other than a Loan Party) may merge into or consolidate with another Subsidiary;

(iii)    any Subsidiary may merge into or consolidate with a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the TopCo must result in the TopCo as the surviving entity);

(iv)    DispositionspermittedbySection6.04;

(v)    any Subsidiary that is not a Loan Party may liquidate or dissolve if the TopCo determines in good faith that such liquidation or dissolution is in the best interests of the TopCo and is not materially disadvantageous to the Lenders; and

(vi)    transactionsrequiredbytheIPOPlan.

(b)    TheTopCoanditsSubsidiaries,takenasawhole,willnotengagetoanymaterial extentinanybusinessotherthanbusinessesofthetypeconductedbytheTopCoanditsSubsidiariesonthe date of execution of this Agreement and businesses reasonably related thereto.

(c)    The Borrower will not, and will not permit any of its Subsidiaries or TopCo to, amend or modify its organizational documents (other than Tax Equity Documents), other than any amendments, modifications or changes that could not reasonably be expected to have a Material Adverse Effect.

(d)    TheBorrowerwill not,andwillnot permit TopCoto,enditsfiscal yearona day other than December 31 or change the TopCo’s method of determining its fiscal quarters.

(e)    NoneoftheTopCooranySubsidiarythereofwill,totheextentwithinthecontrol ofTopCooraSubsidiarythereof,permitanyPersontotakeanyactionwhichcouldreasonablybeexpected toresultinanyindemnityclaimbyaTaxEquityInvestoragainstTopCooranySubsidiarywithrespectto any recapture, disallowance, reduction or loss of any Tax credit or other Tax benefit (including any cash grant) claimed with respect to any Project subject to a Tax Equity Document that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 6.04.    Dispositions. TheBorrowerwillnot,andwillnotpermitanySubsidiary or the TopCo to, make any Disposition, except:

(a)    Dispositions of uneconomic, obsolete or worn out property or property that is no longer used or useful to the TopCo or its Subsidiaries, whether now owned or hereafter acquired, in each case, in the ordinary course of business;

(b)    Dispositions of inventory in the ordinary course of business so long as such Dispositionwouldnotnegativelyimpact,inanymaterialrespect,theabilityoftheTopCooranySubsidiary to operate any Project that is material to the TopCo;

81

(c)    Dispositions of equipment or real property to the extent that (i) such property is exchangedforcreditagainstthepurchasepriceofsimilarreplacementpropertyor(ii)theproceedsofsuch Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d)    anyDispositionofanyEquityInterestsinaSubsidiaryoftheTopCototheTopCo oranyotherSubsidiaryoftheTopCo,andothersimilaractionsinconnectionwithinternalreorganizations;

(e)    Dispositions,inthecaseofaLoanParty,toanotherLoanParty,andinthecaseof a Subsidiary that is not a Loan Party, to another Subsidiary;

(f)    sales of (and the granting of any option or other right to purchase, lease or otherwise acquire) power, electric capacity, transmission capacity, emissions credits or ancillary services or other inventory or products in the ordinary course of business;

(g)    sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (but excluding any securitization transaction in connection with any accounts receivable);

(h)    Dispositions of land rights (including common facilities), interconnection rights andtransmissionrightstotheextenttheDispositionthereofwouldnotreasonablybeexpectedtomaterially adversely impact the operation of any Project in a manner material to the TopCo;

(i)    real property interests required to be disposed of pursuant to Applicable Permits, development plans or land documents or pursuant to Permitted Liens and, in each case, which are not reasonably expected to be required for construction, operation or maintenance of a Project that is material to the TopCo;

(j)    Dispositionspursuanttoforeclosure(totheextentnototherwiseaDefaultorEvent of Default hereunder), condemnation or any similar action with respect to any property or other assets;

(k)    anyotherDispositionexpresslypermittedbythisAgreementortheotherLoan Documents;

(l)    thegranting or existenceof any Permitted Lien;

(m)    Dispositions of (i) any development-stage or construction-stage Project that has notcommencedcommercialoperationsand(ii)anyProjectwhosePowerPurchaseAgreementineffectas of the Effective Date has expired or been terminated at the end of its scheduled term; provided that the aggregate amount of proceeds from all such Dispositions pursuant to this clause (m)(ii) shall not exceed $35,000,000;

(n)    Disposition, in whole or in part, of a Project (or the Equity Interests in the direct or indirect owner of such Project) to a Power Purchaser or a Tax Equity Investor to the extent required by (andnot,fortheavoidanceofdoubt,attheoptionoftheapplicableProjectCompany)thetermsofaPower Purchase Agreement or a Tax Equity Document as in effect on the Effective Date (or entered into in connection with a Permitted Tax Equity Arrangement);

(o)    other Dispositions on an arm's length basis for cash consideration having a fair marketvaluenottoexceed(i)$15,000,000intheaggregateinanyfiscalyearoftheTopCoand(ii) $35,000,000intheaggregateforallsuchDispositionsfortheperiodfromtheEffectiveDateuntilthe Maturity Date;

82

(p)    the lease, as lessor or sublessor, or non-exclusive license, as licensor or sublicensor, of real or personal property or intellectual property in the ordinary course of business;

(q)    any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(r)    Dispositions of non-operating Projects and their direct or indirect owners (to the extentsuchownersdonotalsoownoperatingProjects(unlesstheDispositionofsuchoperatingProjectis otherwise permitted hereunder));

(s)    RestrictedPaymentspermittedhereby;

(t)    otherDispositionssolongas,aftergivingeffecttosuchDispositiononaproforma basis,theTopCoisincompliancewiththeApplicableLeverageRatioandtheTopCoshallhavedelivered to the Administrative Agent a certificate of a Financial Officer of the TopCo to such effect; and

(u)    transactionsrequiredbytheIPOPlan;

provided,howeverthatanyDispositionpursuanttoSection6.04(b),(c),(o)and(t)shallbefornolessthan fair market value.

SECTION6.05.Investments, Loans, Advances, Guarantees and Acquisitions.The Borrower will not, and will not permit any of its Subsidiaries or the TopCo to, purchase, hold or acquire anycapitalstock,evidencesofindebtednessorothersecurities(includinganyoption,warrantorotherright to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (each, an “Investment”), except:

(a)    InvestmentsheldbytheTopCoanditsSubsidiariesintheformofCash Equivalents;

(b)    Investments by the TopCo in its Subsidiaries, or by any Subsidiary in any other Subsidiary(providedthatnoproceedsofanyLoanshallbeusedtoinvestinSubsidiariesthatarenotLoan Parties other than GSRP Warehouse I, LLC or any subsidiaries of GSRP Warehouse I, LLC, subject toSection 5.08);

(c)    Investments made in the ordinary course of business, including Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfactionthereoffromfinanciallytroubledaccountdebtorstotheextentreasonablynecessaryinorderto prevent or limit loss;

(d)    IndebtednesspermittedbySection6.01;

(e)    PermittedInvestments;

(f)    to the extent constituting Investments, Investments in contracts and other agreements (including, without limitation, Swap Agreements) to the extent otherwise permitted under the Loan Documents;

83

(g)    InvestmentsoftheTopCoexistingonthedatehereofassetforthonSchedule6.05or Investments of any Subsidiary of the TopCo existing as of the later of (x) the Effective Date or (y) the date such Person becomes a Subsidiary and, in each case, any renewals or extensions thereof;

(h)    Investmentswith(i)cashondepositinaccountsor(ii)theproceedsofanyEquity Contribution made after the Effective Date;

(i)    Investmentsrequiredinaccordancewith(A)itsorganizationdocumentsandother contracts as in effect on the Effective Date and, with respect to any Subsidiary of the TopCo, as in effect on the later of (x) the Effective Date or (y) the date such Person becomes a Subsidiary as set forth on Schedule 6.05or (B) any Tax Equity Document;

(j)    Investments consisting of the purchase rights in accordance with any Tax Equity Documentpursuanttoa“callright,”“purchaseoption,”“putoption,”“rightofwithdrawal”orsimilarright or option set forth therein (each such purchase, a “Tax Equity Buyout Exercise”); providedthat the aggregate Dollar amount of all such Tax Equity Buyout Exercises shall not exceed $120,000,000, except thatsuchlimitshallnotapplyinthecaseofanyamountfundedwith(i)cashondepositinaccounts,or(ii) theproceedsofanyIndebtednesspermittedhereunderoranyEquityContributionmadeaftertheEffective Date;

(k)    entering into and performing any guarantees or undertakings otherwise permitted hereunder made for the benefit of Subsidiaries, including Permitted Project Undertakings;

(l)    accepting contributions and transfers from a Person that owns any outstanding shares of its capital stock or similar Equity Interests or any Affiliate;

(m)    so long as no Default or Event of Default has occurred and is continuing, other Investments not exceeding $35,000,000 in the aggregate in any fiscal year of the TopCo; and

(n)    transactionsrequiredbytheIPOPlan.

SECTION6.06.SwapAgreements.TheBorrowerwillnot,andwillnotpermitanyof itsSubsidiariesorTopCoto,enterintoanySwapAgreement,except(a)SwapAgreementsenteredintoto hedgeormitigateriskstowhichtheTopCooranySubsidiaryhasactualexposure(otherthanthosein respect of Equity Interests of the TopCo or any of its Subsidiaries), (b)Swap Agreements entered into in ordertoeffectivelycap,collarorexchangeinterestrates(fromfixedtofloatingrates,fromonefloatingrate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the TopCo or any Subsidiary and (c) solely in the case of any Subsidiary of the TopCo, swaps or hedges in respect of RECs, energy, ancillary services, capacity, attributes or other products that are entered into the ordinary course of business and not for speculative purposes and that are not secured by Liens on any of the Collateral or any other assets of the TopCo or any of its Subsidiaries.

SECTION6.07.Transactions with Affiliates.The Borrower will not, and will not permit any of its Subsidiaries or TopCo to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a)in the ordinary course of business at prices and on terms and conditions not less favorable to the TopCo or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as determined in the reasonable and good faith judgment of the TopCo, (b) transactions between or among the TopCo and/or its Subsidiaries not involving any other Affiliate(otherthantotheextentsuchinvolvementwouldotherwisebepermittedbythisSection6.07),(c)

84

any Restricted Payment permitted by Section6.08 and (d) as described in Schedule 6.07 or as required by the IPO Plan.

SECTION6.08.RestrictedPayments.TheBorrowerwillnot,andwillnotpermitany of its Subsidiaries or TopCo to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except

(a)    eachSubsidiaryoftheTopComaymakeRestrictedPaymentstotheTopCoorany other Subsidiary of the TopCo;

(b)    any Subsidiary may make Restricted Payments to any Tax Equity Investor pursuant to the terms of the applicable Tax Equity Documents;

(c)    the TopCo may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock,

(d)    Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests,

(e)    the TopCo may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the TopCo and its Subsidiaries;

(f)    theTopCoanditsSubsidiariesmaymakeanyotherRestrictedPaymentsolongas no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including giving effect on a pro forma basis) thereto andtheaggregateamountofallsuchRestrictedPaymentsduringthetermofthisAgreementdoes not exceed $15,000,000;

(g)    solongasnoDefaultorEventofDefaultshallhaveoccurredandbecontinuingor wouldresulttherefrom,eachLoanPartymay(i)purchase,redeem,defease,retireoracquireEquity Interests from any future, present or former employee, director, officer, manager, contractor, consultant, or advisor of the TopCo or any of its Subsidiaries (or permitted transferees, assigns, estates,orheirsofsuchemployee,director,contractororconsultant),including,withoutlimitation, uponthedeath,disabilityorterminationofemploymentofsuchPerson;providedthattheaggregate amount of Restricted Payments made pursuant to this clause (i) shall not exceed $10,000,000 for any fiscal year of the TopCo, and (ii)distribute Equity Interests to any future, present or former employee, director, officer, manager, contractor, consultant or advisor of the TopCo or any of its Subsidiaries (or permitted transferees, assigns, estates, or heirs of such employee, director, contractor or consultant) upon settlement, exercise or other delivery event in respect of stock options,restrictedstockunitsorotherequityawardsdulyissuedbytheTopCoand,ineachcaseof (i)and(ii),andnotwithstandinganythinghereinthecontrary,eachLoanPartymayalsopaytaxes of the recipient in connection therewith, including by directing redemption proceeds that would have been paid to the recipient to be paid to the applicable taxing authority and through net share settlement;

(h)    following the Initial Public Offering, the TopCo may make Restricted Payments paidorpayablesolelyincommonstockoftheTopCoorininstrumentsconvertibleto,orderivative of,commonstockoftheTopCo.Fortheavoidanceofdoubtandnotwithstandinganythingherein tothecontrary,nothinghereinshallprohibittheTopCofromissuingadditionalcommonstock;and

85

(i)    transactionsrequiredbytheIPOPlan.

SECTION6.09.Restrictive Agreements.No Loan Party will directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a)the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Loan Party to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the TopCo or any other Loan Party or to Guarantee Indebtedness of the TopCo or any other Loan Party, in each case, except:

(a)    encumbrances and restrictions existing under or by reason of this Agreement or any other Loan Document;

(b)    anyagreementorinstrumentineffectontheEffective Date,andanyreplacement thereof that is entered into on an arm’s-length basis and, taken as a whole, is no more restrictive that the agreement or instrument it replaces;

(c)    encumbrances or restrictions contained in any agreement of a Person acquired by theTopCooranyLoanPartyineffectatthetimeofsuchacquisition(andanyreplacementthereof that is entered into on an arm’s-length basis and, taken as a whole, is no more restrictive that the agreement or instrument it replaces), so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the TopCo;

(d)    anyTax Equity Document;

(e)    any negative pledge incurred or provided in favor of any holder of Indebtedness permittedunderSection6.01(c)solelytotheextentanysuchnegativepledgerelatestotheproperty financed by or the subject of such Indebtedness;

(f)    encumbrances or restrictions contained in contracts for Dispositions permitted by Section6.04withrespecttotheassetsorproperty(includingEquityInterests)tobesoldthereunder;

(g)    encumbrances or restrictions existing under or by reason of applicable law, regulation or similar restriction or by any Permit;

(h)    encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i)    customary restrictions on the transfer of non-cash assets contained in Power Purchase Agreements and similar agreements; and

(j)    customaryprovisionscontainedinagreementsenteredintointhe ordinary course of business.

SECTION6.10.Subordinated Indebtedness and Amendments to SubordinatedIndebtednessDocuments.TheBorrowerwillnot,andwillnotpermitanySubsidiaryorTopCoto,directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from time to time outstanding under the Subordinated Indebtedness Documents.Furthermore, the TopCo will not, and will not permit any Subsidiaryto,amendtheSubordinatedIndebtednessDocumentsoranydocument,agreementorinstrument evidencing any Indebtedness incurred pursuant to the Subordinated Indebtedness Documents (or any replacements, substitutions, extensions or renewals thereof) or pursuant to which such Indebtedness is

86

issuedwheresuchamendment,modificationorsupplementprovidesforthefollowingorwhichhasanyof the following effects:

(a)    increases the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment of principal or interest;

(b)    shortensoracceleratesthedateuponwhichanyinstallmentofprincipalorinterest becomes due or adds any additional mandatory redemption provisions;

(c)    shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness;

(d)    increasestherateofinterestaccruingonsuch Indebtedness;

(e)    providesforthepaymentofadditionalfeesorincreasesexistingfees;

(f)    amends or modifies any financial or negative covenant (or covenant which prohibits or restricts the TopCo or any Subsidiary from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the TopCo or such Subsidiary or which is otherwise materially adverse to the TopCo, any Subsidiary and/or the Lenders or, in the case of any such covenant, which places material additional restrictions on the TopCo or such Subsidiary or which requires the TopCo or such Subsidiary to comply with more restrictive financial ratios or which requires the TopCo to better its financial performance, in each case from that set forth in the existing applicable covenants in the Subordinated Indebtedness Documents or the applicable covenants in this Agreement; or

(g)    amends, modifies or adds any affirmative covenant in a manner which (i)when taken as a whole, is materially adverse to the TopCo, any Subsidiary and/or the Lenders or (ii)is more onerous than the existing applicable covenant in the Subordinated Indebtedness Documents or the applicable covenant in this Agreement.

SECTION6.11.Sale and Leaseback Transactions. The Borrower will not, nor will it permitanySubsidiaryorTopCoto,enterintoanySaleandLeasebackTransaction,otherthan(a)Saleand LeasebackTransactionsmadeinconnectionwithanyPermittedTaxEquityArrangementor(b)aftergiving effect to such Sale and Leaseback Transaction on a pro forma basis, the TopCo is in compliance with the Applicable Leverage Ratio.

SECTION6.12.    FinancialCovenants.

(a)    Maximum Leverage Ratio.The Borrower will not permit (i) the Leverage Ratio, determinedasoftheendofthesixthfullfiscalquarterendingaftertheEffectiveDatefortheperiodoffour (4)consecutive fiscal quarters ending with the end of such fiscal quarter, calculated for the TopCo and its Subsidiariesonaconsolidatedbasis,tobegreaterthan6.50to1.00,(ii)theLeverageRatio,determinedas oftheendoftheseventhfullfiscalquarterendingaftertheEffectiveDatefortheperiodoffour (4)consecutive fiscal quarters ending with the end of such fiscal quarter, calculated for the TopCo and its Subsidiariesonaconsolidatedbasis,tobegreaterthan6.25to1.00,(iii)theLeverageRatio,determinedas oftheendoftheeighthfullfiscalquarterendingaftertheEffectiveDatefortheperiodoffour (4)consecutive fiscal quarters ending with the end of such fiscal quarter, calculated for the TopCo and its Subsidiariesonaconsolidatedbasis,tobegreaterthan6.00to1.00,(iv)theLeverageRatio,determinedas oftheendoftheninthfullfiscalquarterendingaftertheEffectiveDatefortheperiodoffour(4)consecutive fiscal quarters ending with the end of such fiscal quarter, calculated for the TopCo and its Subsidiaries on

87

a consolidated basis, to be greater than 5.75 to 1.00, (v) the Leverage Ratio, determined as of the end of eachofitsfiscalquartersendingonandafterthetenthfullfiscalquarterendingaftertheEffectiveDatefor the period of four (4)consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the TopCo and its Subsidiaries on a consolidated basis, to be greater than 5.50 to 1.00.

(b)    Minimum Interest Coverage Ratio.The Borrower will not permit the ratio (the “Interest Coverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after the endofthesixthfullfiscalquarterendingaftertheEffectiveDateof(i)CFADsto(ii)ConsolidatedInterest Expense, in each case for the period of four (4)consecutive fiscal quarters ending with the end of such fiscal quarter, to be less than 1.75 to 1.00.

(c)    DebttoInvestedCapitalRatio.TheBorrowerwillnotpermittheratio(the“Debtto Capitalization Ratio”), determined as of the end of each of its first five full fiscal quarters ending after the Effective Date, of (i)Consolidated Total Indebtedness to (ii) the sum of(A) Consolidated Total Indebtedness and (B) Invested Capital, in each case of the TopCo, Borrower and their Subsidiaries, to be greater than 65%.

ARTICLE VII

EventsofDefault

SECTION 7.01.    Events of Default.Each of the following events shall constitute an “Event of Default”:

(a)    the Borrower shall fail to pay any principal of any Loan or any reimbursement obligationinrespectofanyLCDisbursementwhenandasthesameshallbecomedueandpayable,whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.01(a)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;

(c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendmentormodificationhereoforthereoforwaiverhereunderorthereunder,orinanyreport,certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,shallprovetohavebeenincorrectormisleadinginanymaterialrespectwhenmadeordeemed made;

(d)    theBorrowershallfailtoobserveorperformanycovenant,conditionoragreement containedinSection5.02(a),Section5.03(withrespecttotheBorrower’sexistenceonly),Section5.08,in Article VIor in Article X;

(e)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 7.01(a), (b) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30)days after noticethereoffromtheAdministrativeAgenttotheBorrower(whichnoticewillbegivenattherequestof any Lender);

88

(f)    any of TopCo, Borrower, MN8 Energy Operating Company LLC or any other Material Domestic Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness of any of TopCo, Borrower, MN8 Energy Operating Company LLC or any other Material Domestic Subsidiary, when and as the same shall become dueandpayable(aftergivingeffecttoanyapplicablegraceperiodprovidedintheapplicableagreementor instrument under which such Material Indebtedness was created).

(g)    (i) any event or condition occurs that results in any Material Indebtedness of any of TopCo, Borrower, MN8 Energy Operating Company LLC or any other Material Domestic Subsidiary becomingduepriortoitsscheduledmaturityorthatenablesorpermits,aftertheexpirationofanyapplicable graceperiod,andupondeliveryofanyapplicablerequirednotice,providedintheapplicableagreementor instrumentunderwhichsuchIndebtednesswascreated,theholderorholdersofsuchMaterialIndebtedness oranytrusteeoragentontheirbehalftocauseanysuchMaterialIndebtednesstobecomedue,ortorequire theprepayment,repurchase,redemptionordefeasancethereof;providedthatthisclause(g)shallnotapply to (i) secured Material Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness(totheextentsuchsale,transferorotherdispositionisnotprohibitedunderthisAgreement), (ii) any Material Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 6.01, (iii) any reimbursement obligation in respect of a letter of credit, bankers acceptance or similar obligationasa resultof adrawingthereunder bya beneficiarythereunderin accordancewith itsterms and (iv) any such Material Indebtedness that is mandatorily prepayable prior to the scheduled maturity thereof withtheproceedsoftheissuanceofcapitalstock,theincurrenceofotherIndebtednessorthesaleorother disposition of any assets, so long as such Material Indebtedness that has become due is so prepaid in full with such net proceeds required to be used to prepay such Material Indebtedness when due (or within any applicablegraceperiodprovidedintheapplicableagreementorinstrumentunderwhichsuchIndebtedness was created) and such event shall not have otherwise resulted in an event of default with respect to such MaterialIndebtedness;provided,further,that(priortoanysuchMaterialIndebtednessbecomingdueprior toitsscheduledmaturity)ifsucheventorconditioniscured,waivedorotherwiseremediedwithinsixty (60) days of the occurrence thereof then such event or condition shall not constitute a Default or Event of Default for the purposes of the Loan Documents;

(h)    aninvoluntaryproceedingshallbecommencedoraninvoluntarypetitionshallbe filedseeking(x)liquidation,reorganizationorotherreliefinrespectofanyofTopCo,Borrower,MN8 EnergyOperatingCompanyLLCoranyotherMaterialDomesticSubsidiaryoritsdebts,orofasubstantial partofitsassets,underanyfederal,stateorforeignbankruptcy,insolvency,receivershiporsimilarlawnow or hereafter in effect or (y)the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficialforanyofTopCo,Borrower,MN8EnergyOperatingCompanyLLCoranyotherMaterial DomesticSubsidiaryorforasubstantialpartofitsassets,and,inanysuchcase,suchproceedingorpetition shall continue undismissed for sixty (60)days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)    any of TopCo, Borrower, MN8 Energy Operating Company LLC or any other Material Domestic Subsidiary shall (u)voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other comparable relief under any Federal, state or foreign bankruptcy, insolvency,receivershiporsimilarlawnoworhereafterineffect,(v)consenttotheinstitutionof,orfailto contestinatimelyandappropriatemanner,anyproceedingorpetitiondescribedinSection7.01(h), (w)apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficialforanyofTopCo,Borrower,MN8EnergyOperatingCompanyLLCoranyotherMaterial Domestic Subsidiary or for a substantial part of its assets, (x)file an answer admitting the material

89

allegationsofapetitionfiledagainstitinanysuchproceeding,(y)makeageneralassignmentforthebenefit of creditors or (z) take any action for the purpose of effecting any of the foregoing;

(j)    oneormorejudgmentsforthepaymentofmoneyinanaggregateamountinexcess of$50,000,000shallberenderedagainstanyofTopCo,Borrower,MN8EnergyOperatingCompanyLLC or any other Material Domestic Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60)consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any ofTopCo,Borrower,MN8EnergyOperatingCompanyLLCoranyotherMaterialDomesticSubsidiaryto enforce any such judgment unless such judgment is covered by a solvent and independent third-party insurancecompanyandsuchinsurerhasbeennotifiedofthepotentialclaimanddoesnotdisputecoverage;

(k)    anERISAEventshallhaveoccurredthatwhentakentogetherwithallotherERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(l)    aChange in Control shalloccur;

(m)    any materialprovision of any Loan Document, at any time after its execution and deliveryandforanyreasonotherthanasexpresslypermittedhereunderorthereunderorsatisfactioninfull of all Secured Obligations, ceases to be in full force and effect; or a Loan Party or any Affiliate of a Loan PartyexpresslyrepudiatesinwritingthevalidityorenforceabilityofanyprovisionofanyLoanDocument; oraLoanPartydeniesinwritingthatithasanyorfurtherliabilityorobligationunderanyLoanDocument, or expressly purports in writing to revoke, terminate or rescind any Loan Document;

(n)    any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Permitted Liens) in a material portionoftheCollateralpurportedtobecoveredthereby,except(i)aspermittedbythetermsofanyLoan Document or (ii) to the extent any loss of perfection or priority results solely from (A) the Administrative Agent no longer having possession of certificates actually delivered to it representing Equity Interests pledged under any Collateral Document or (B) a UCC filing having lapsed because a UCC continuation statement was not filed in a timely manner; or

(o)    ifbyDecember1,2023both(i)theInitialPublicOfferingshallnothaveoccurred and (ii) the Borrower shall have not received at least $400,000,000 in respect of cash common equity contributions from and after the date which is 30 days prior to the Effective Date.

SECTION7.02.Remedies Upon an Event of Default.If an Event of Default occurs (other than an event with respect to the Borrower described in Section 7.01(h) or 7.01(i)), and at any time thereafterduringthecontinuanceofsuchEventofDefault,theAdministrativeAgentmaywiththeconsent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a)    terminatetheCommitments,andthereupontheCommitmentsshallterminate immediately;

(b)    declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),andthereupontheprincipaloftheLoanssodeclaredtobedueandpayable,togetherwithaccrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the other Loan Parties;

90

(c)    requirethattheBorrowerprovidecashcollateralasrequiredinSection2.06(j);and

(d)    exerciseonbehalfofitself,theLendersandtheIssuingBankallrightsand remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law.

If an Event of Default described in Section 7.01(h) or 7.01(i) occurs with respect to the Borrower,theCommitmentsshallautomaticallyterminateandtheprincipaloftheLoansthenoutstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In addition to any other rights and remedies granted to the Administrative Agent and the LendersintheLoanDocuments,theAdministrativeAgentonbehalfoftheLendersmayexerciseallrights andremediesofasecuredpartyundertheUCCoranyotherapplicablelaw.Withoutlimitingthegenerality oftheforegoing,theAdministrativeAgent,withoutdemandofperformanceorotherdemand,presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstancesforthwithcollect,receive,appropriateandrealizeupontheCollateral,oranypartthereof,or consenttotheusebyanyLoanPartyofanycashcollateralarisinginrespectoftheCollateralonsuchterms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties,theCollateraloranypartthereof(orcontracttodoanyoftheforegoing),inoneormoreparcelsat publicorprivatesaleorsales,atanyexchange,broker’sboardorofficeoftheAdministrativeAgentorany Lenderorelsewhere,uponsuchtermsandconditionsasitmaydeemadvisableandatsuchpricesasitmay deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is herebywaivedandreleasedbytheBorroweronbehalfofitselfanditsSubsidiaries.TheBorrowerfurther agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the CollateralandmakeitavailabletotheAdministrativeAgentatplaceswhichtheAdministrativeAgentshall reasonablyselect,whetheratthepremisesoftheBorrower,anotherLoanPartyorelsewhere.The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the AdministrativeAgentofanyotheramountrequiredbyanyprovisionoflaw,includingSection9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any,toanyLoanParty.Totheextentpermittedbyapplicablelaw,theBorroweronbehalfofitselfandits Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or any Lender arising outoftheexercisebythemofanyrightshereunder.Ifanynoticeofaproposedsaleorotherdispositionof Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

91

SECTION7.03.Application of Payments.Notwithstanding anything herein to the contrary,followingtheoccurrenceandduringthecontinuanceofanEventofDefault,andnoticethereofto the Administrative Agent by the Borrower or the Required Lenders:

(a)    allpaymentsreceivedonaccountoftheSecuredObligationsshall,subjectto Section 2.21, be applied by the Administrative Agent as follows:

(i)    first, to payment of that portion of the Secured Obligations constituting fees, indemnities,expensesandotheramountspayabletotheAdministrativeAgent(includingfeesand disbursementsandotherchargesofcounseltotheAdministrativeAgentpayableunderSection9.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such);

(ii)    second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respectofLCDisbursements,interestandLetterofCreditfees)payabletotheLenders,theIssuing BankandtheotherSecuredParties(includingfeesanddisbursementsandotherchargesofcounsel to the Lenders and the Issuing Bank payable under Section9.03) arising under the Loan Documents,ratablyamongtheminproportiontotherespectiveamountsdescribedinthisclause(ii) payable to them;

(iii)    third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them;

(iv)    fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements, (B)to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwisecashcollateralizedbytheBorrowerpursuanttoSection2.06or2.21;providedthat (x)any such amounts applied pursuant to subclause(B) above shall be paid to the Administrative Agent for the account of the Issuing Bank to cash collateralize Secured Obligations in respect of Letters of Credit, (y)subject to Section2.06 or 2.21, amounts used to cash collateralize the aggregateamountofLettersofCreditpursuanttothisclause(iv)shallbeusedtosatisfydrawings under such Letters of Credit as they occur and (z)upon the expiration of any Letter of Credit (withoutanypendingdrawings),theproratashareofcashcollateralshallbedistributedtotheother SecuredObligations,ifany,intheordersetforthinthisSection7.03and(C)toanyotheramounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably amongtheLendersandtheIssuingBankandanyotherapplicableSecuredPartiesinproportionto the respective amounts described in this clause (iv) payable to them;

(v)    fifth, to the payment in full of all other Secured Obligations, in each case ratably amongtheAdministrativeAgent,theLenders,theIssuingBankandtheotherSecuredPartiesbased upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(vi)    finally, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

92

(b)    ifanyamountremainsondepositascashcollateralafterallLettersofCredithave eitherbeenfullydrawnorexpired(withoutanypendingdrawings),suchremainingamountshallbeapplied to the other Secured Obligations, if any, in the order set forth above.

SECTION7.04.RighttoCure. Notwithstandinganythingtothecontrarycontainedin Section7.01,intheeventthattheBorrowerfailstocomplywiththerequirementsofthefinancialcovenant set forth in Section 6.12(a), then cash equity contributions (which shall be common equity or other equity withtermsreasonablysatisfactorytotheAdministrativeAgent),madetotheTopCo(andcontributedtothe Borrower) following the end of any fiscal quarter and prior to the day that is ten (10) days after the date financialstatementsarerequiredtobedeliveredforsuchfiscalquarterwill,attherequestoftheBorrower, (x)beincludedinthecalculationofCFADSsolelyforthepurposesofdeterminingcompliancewithSection 6.12(a)attheendofsuchfiscalquarterandapplicablesubsequentperiodswhichincludesuchfiscalquarter (anysuchequitycontributionsoincludedinthecalculationofCFADS,a“SpecifiedEquityContribution”); providedthat (a)(i)no more than five (5) Specified Equity Contributions may be made duringthe term of thisAgreementand(ii)inanyfour(4)consecutivefiscalquarterperiod,thereshallbeatleasttwo(2)fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified EquityContributioninanyperiodshallbenogreaterthantheamountrequiredtocausetheBorrowertobe in pro forma compliance with Section 6.12(a) for such period, (c) all Specified Equity Contributions shall be counted solely for purposes of compliance with Section 6.12(a) and shall be disregarded for all other purposes, including for purposes of determining the availability or amount of any baskets with respect to thecovenantscontainedintheLoanDocuments,pricing,orforanyotherpurposeand(d)notwithstanding themakingofanyprepaymentofanyIndebtednesswiththeproceedsofanySpecifiedEquityContribution thereshallbenoproformareductioninIndebtednessforpurposesofdeterminingcompliancewithSection 6.12(a) for the fiscal quarter in which such Specified Equity Contribution is made or any subsequent four fiscal quarter period which includes such fiscal quarter.If, after giving effect to the Specified Equity Contribution, the Borrower is in compliance with the financial covenant set forth in Section 6.12(a), the Borrower shall be deemed to have satisfied the requirements of Section 6.12(a) as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and any potentialbreachordefaultofSection6.12(a)shallbedeemedcuredforpurposesofthisAgreement.From and after the receipt by the Administrative Agent of a written notice from the Borrower of its intent to exercise the cure right pursuant to this Section 7.04 with respect to a particular fiscal quarter and until the expiration of the tenth(10th) day after the date financial statements are required to be delivered for such fiscal quarter, neither the Administrative Agent nor the Required Lenders shall exercise any right under Section7.01solelyonthebasisofanEventofDefaulthavingoccurredandbeingcontinuinginrespectof a failure to comply with the requirements of the financial covenant set forth in Section 6.12(a).

ARTICLE VIII

TheAdministrativeAgent

SECTION8.01.    Authorizationand Action.

(a)    Each Lender and the Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrativeagentandcollateralagentundertheLoanDocumentsandeachLenderandtheIssuingBank authorizestheAdministrativeAgenttotakesuchactionsasagentonitsbehalfandtoexercisesuchpowers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto.Further, each of the Lenders and the Issuing Bank, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocablyempowerandauthorizeJPMorganChaseBank,N.A.(initscapacityasAdministrativeAgent)

93

to execute and deliver the Collateral Documents and all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents.In addition, to the extent requiredunderthelawsofanyjurisdictionotherthanwithintheUnitedStates,eachLenderandtheIssuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce anyCollateralDocumentgovernedbythelawsofsuchjurisdictiononsuchLender’sortheIssuingBank’s behalf.Without limiting the foregoing, each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)    As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exerciseanydiscretionortakeanyaction,butshallberequiredtoactortorefrainfromacting(andshallbe fullyprotectedinsoactingorrefrainingfromacting)uponthewritteninstructionsoftheRequiredLenders (orsuchothernumberorpercentageoftheLendersasshallbenecessary,pursuanttothetermsintheLoan Documents),and,unlessanduntilrevokedinwriting,suchinstructionsshallbebindinguponeachLender and the Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the AdministrativeAgentreceivesanindemnificationandisexculpatedinamannersatisfactorytoitfromthe Lenders and the Issuing Bank with respect to such action or (ii) is contrary to this Agreement or any other LoanDocumentorapplicablelaw,includinganyactionthatmaybeinviolationoftheautomaticstayunder anyrequirementoflawrelatingtobankruptcy,insolvencyorreorganizationorreliefofdebtorsorthatmay effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior totheexerciseofanysuchinstructedactionandmayrefrainfromactinguntilsuchclarificationordirection has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall nothaveanydutytodisclose,andshallnotbeliableforthefailuretodisclose,anyinformationrelatingto the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liabilityintheperformanceofanyofitsdutieshereunderorintheexerciseofanyofitsrightsor powersifitshallhavereasonablegroundsforbelievingthatrepaymentofsuchfundsoradequateindemnity against such risk or liability is not reasonably assured to it.

(c)    In performing its functions and duties hereunder and under the other Loan Documents,theAdministrativeAgentisactingsolelyonbehalfoftheLendersandtheIssuingBank(except inlimitedcircumstancesexpresslyprovidedforhereinrelatingtothemaintenanceoftheRegister),andits dutiesareentirelymechanicalandadministrativeinnature.Withoutlimitingthegeneralityoftheforegoing:

(i)    theAdministrativeAgentdoesnotassumeandshallnotbedeemedtohave assumedanyobligationordutyoranyotherrelationshipastheagent,fiduciaryortrusteeoforfor any Lender, the Issuing Bank or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurredandiscontinuing(anditisunderstoodandagreedthattheuseoftheterm“agent”(orany similarterm)hereinorinanyotherLoanDocumentwithreferencetotheAdministrativeAgentis not intended to connote any fiduciary duty or other implied (or express) obligations arising under agencydoctrineofanyapplicablelaw,andthatsuchtermisusedasamatterofmarketcustomand is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent

94

based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby;

(ii)    where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan DocumentexpressedtobegovernedbythelawsofanyjurisdictionotherthantheUnitedStatesof America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and

(iii)    nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account.

(d)    TheAdministrativeAgentmayperformanyofitsdutiesandexerciseitsrightsand powershereunderorunderanyotherLoanDocumentbyorthroughanyoneormoresub-agentsappointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to thisAgreement.TheAdministrativeAgentshallnotberesponsibleforthenegligenceormisconductofany sub-agentexcepttotheextentthatacourtofcompetentjurisdictiondeterminesinafinalandnonappealable judgmentthattheAdministrativeAgentactedwithgrossnegligenceorwillfulmisconductintheselection of such sub-agent.

(e)    None of any Co-Syndication Agent or any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

(f)    In case of the pendency of any proceeding with respect to any Loan Party under anyfederal,stateorforeignbankruptcy,insolvency,receivershiporsimilarlawnoworhereafterineffect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declarationorotherwiseandirrespectiveofwhethertheAdministrativeAgentshallhavemadeanydemand onanyLoanParty)shallbeentitledandempowered(butnotobligated)byinterventioninsuchproceeding or otherwise:

(i)    tofileandproveaclaimforthewholeamountoftheprincipalandinterest owingandunpaidinrespectoftheLoans,LCDisbursementsandallotherSecuredObligationsthat are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and

(ii)    tocollectandreceiveanymoniesorotherpropertypayableordeliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, the Issuing Bank and each other Secured Party to make suchpaymentstotheAdministrativeAgentand,intheeventthattheAdministrativeAgentshallconsentto themakingofsuchpaymentsdirectlytotheLenders,theIssuingBankortheotherSecuredParties,topay

95

to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize theAdministrativeAgenttoauthorizeorconsenttooracceptoradoptonbehalfofanyLenderortheIssuing Bankanyplanofreorganization,arrangement,adjustmentorcompositionaffectingtheSecuredObligations or the rights of any Lender or the Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing Bank in any such proceeding.

(g)    TheprovisionsofthisArticleVIIIaresolelyforthebenefitoftheAdministrative Agent,theLendersandtheIssuingBank,and,exceptsolelytotheextentoftheBorrower’srightstoconsent pursuant to and subject to the conditions set forth in this Article VIII, none of the Borrower or any Subsidiary,oranyoftheirrespectiveAffiliates,shallhaveanyrightsasathirdpartybeneficiaryunderany such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article VIII.

SECTION8.02.     AdministrativeAgent’sReliance,LimitationofLiability,Etc.

(a)    Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related PartiesunderorinconnectionwiththisAgreementortheotherLoanDocuments(x)withtheconsentofor at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdictionbyafinalandnon-appealablejudgment)or(ii)responsibleinanymannertoanyoftheLenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceabilityorsufficiencyofthisAgreementoranyotherLoanDocument(including,fortheavoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)    TheAdministrativeAgentshallbedeemednottohaveknowledgeofany(i)notice of any of the events or circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying the specificclauseundersaidSectionisgiventotheAdministrativeAgentbytheBorroweror(ii)noticeof anyDefaultorEventofDefaultunlessanduntilwrittennoticethereof(statingthatitisa“noticeofDefault” ora“noticeofanEventofDefault”)isgiventotheAdministrativeAgentbytheBorrower,aLenderorthe IssuingBank.Further,theAdministrativeAgentshallnotberesponsiblefororhaveanydutytoascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other termsorconditionssetforthinanyLoanDocumentortheoccurrenceofanyDefaultorEventofDefault, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IVor elsewhereinanyLoanDocument,otherthantoconfirmreceiptofitems(whichontheirfacepurporttobe suchitems)expresslyrequiredtobedeliveredtotheAdministrativeAgentorsatisfactionofanycondition thatexpresslyreferstothemattersdescribedthereinbeingacceptableorsatisfactorytotheAdministrative

96

Agentor(vi)thecreation,perfectionorpriorityofLiensontheCollateralortheexistenceoftheCollateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses suffered by the Borrower, any Subsidiary, any Lender or theIssuingBankasaresultof,anydeterminationoftheRevolvingCreditExposure,anyofthecomponent amountsthereoforanyportionthereofattributabletoeachLenderortheIssuingBankoranyDollaramount thereof.

(c)    Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representationtoany Lenderor the IssuingBankandshall not be responsible toanyLenderor the Issuing Bankforanystatements,warrantiesorrepresentationsmadebyoronbehalfofanyLoanPartyinconnection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled tothesatisfactionofaLenderortheIssuingBank,maypresumethatsuchconditionissatisfactorytosuch LenderortheIssuingBankunlesstheAdministrativeAgentshallhavereceivednoticetothecontraryfrom suchLenderortheIssuingBanksufficientlyinadvanceofthemakingofsuchLoanortheissuanceofsuch Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this AgreementoranyotherLoanDocumentbyactingupon,anynotice,consent,certificateorotherinstrument orwriting(whichwritingmaybeafax,anyelectronicmessage,Internetorintranetwebsitepostingorother distribution)oranystatementmadetoitorallyorbytelephoneandbelievedbyittobegenuineandsigned or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION8.03.    Posting of Communications.

(a)    TheBorroweragreesthattheAdministrativeAgentmay,butshallnotbeobligated to, make any Communications available to the Lenders and the Issuing Bank by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved ElectronicPlatform”).

(b)    AlthoughtheApprovedElectronicPlatformanditsprimarywebportalaresecured withgenerally-applicablesecurityproceduresandpoliciesimplementedormodifiedbytheAdministrative Agentfromtimetotime(including,asoftheEffectiveDate,auserID/passwordauthorizationsystem)and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user mayaccesstheApprovedElectronicPlatformonlyonadeal-by-dealbasis,eachoftheLenders,theIssuing Bank and the Borrower acknowledges and agrees that the distribution of material through an electronic mediumisnotnecessarilysecure,thattheAdministrativeAgentisnotresponsibleforapprovingorvetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, the IssuingBankandtheBorrowerherebyapprovesdistributionoftheCommunicationsthroughtheApproved Electronic Platform and understands and assumes the risks of such distribution.

(c)    THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES(ASDEFINEDBELOW)DONOTWARRANTTHEACCURACYORCOMPLETENESSOF

97

THECOMMUNICATIONS,ORTHEADEQUACYOFTHEAPPROVEDELECTRONICPLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS,IMPLIEDORSTATUTORY,INCLUDINGANYWARRANTYOFMERCHANTABILITY, FITNESSFORAPARTICULARPURPOSE,NON-INFRINGEMENTOFTHIRDPARTYRIGHTSOR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIESINCONNECTIONWITHTHECOMMUNICATIONSORTHEAPPROVEDELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, THE ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANYKIND,INCLUDINGDIRECTORINDIRECT,SPECIAL,INCIDENTALORCONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISINGOUTOFANYLOANPARTY’SORTHEADMINISTRATIVEAGENT’STRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

(d)    Each Lender and the Issuing Bank agrees that notice to it(as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. EachLenderandtheIssuingBankagrees(i)tonotifytheAdministrativeAgentinwriting(whichcouldbe in the form of electronic communication) from time to time of such Lender’s or the Issuing Bank’s (as applicable)emailaddresstowhichtheforegoingnoticemaybesentbyelectronictransmissionand(ii)that the foregoing notice may be sent to such email address.

(e)    Each of the Lenders, the Issuing Bank and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(f)    Nothing herein shall prejudice the right of the Administrative Agent, any Lender ortheIssuingBanktogiveanynoticeorothercommunicationpursuanttoanyLoanDocumentinanyother manner specified in such Loan Document.

SECTION8.04.The Administrative Agent Individually.With respect to its Commitment, Loans (including Swingline Loans) and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank,asthecasemaybe.Theterms“IssuingBank”,“Lenders”,“RequiredLenders”andanysimilarterms shall,unlessthecontextclearlyotherwiseindicates,includetheAdministrativeAgentinitsindividual capacityasaLender,theIssuingBankorasoneoftheRequiredLenders,asapplicable.ThePersonserving astheAdministrativeAgentanditsAffiliatesmayacceptdepositsfrom,lendmoneyto,ownsecuritiesof, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking,trustorotherbusinesswith,theBorrower,anySubsidiaryoranyAffiliateofanyoftheforegoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Bank.

98

SECTION8.05.    SuccessorAdministrativeAgent.

(a)    TheAdministrativeAgentmayresignatanytimebygiving30days’priorwritten noticethereoftotheLenders,theIssuingBankandtheBorrower,whetherornotasuccessorAdministrative Agenthasbeenappointed.Uponanysuchresignation,theRequiredLendersshallhavetherighttoappoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonablywithheldandshallnotberequiredwhileanEventofDefaulthasoccurredandiscontinuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b)    Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower,whereupon,onthedateofeffectivenessofsuchresignationstatedinsuchnotice,(i)theretiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; providedthat, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefitoftheSecuredParties,andcontinuetobeentitledtotherightssetforthinsuchCollateralDocument andLoanDocument,and,inthecaseofanyCollateralinthepossessionoftheAdministrativeAgent,shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed thattheretiringAdministrativeAgentshallhavenodutyorobligationtotakeanyfurtheractionunderany CollateralDocument,includinganyactionrequiredtomaintaintheperfectionofanysuchsecurityinterest) and(ii)theRequiredLendersshallsucceedtoandbecomevestedwithalltherights,powers,privilegesand duties of the retiring Administrative Agent; providedthat (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article VIIIand Section 9.03, as well asanyexculpatory,reimbursementandindemnificationprovisionssetforthinanyotherLoanDocument, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring AdministrativeAgent wasactingasAdministrative Agentandin respectofthe mattersreferredto in the proviso under clause (i) above.

99

SECTION8.06.    AcknowledgementsofLendersandIssuingBank.

(a)    Each Lender and the Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loansand in providing other facilities set forth herein as may be applicable to such Lender or the Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and the Issuing Bankagreesnottoassertaclaimincontraventionoftheforegoing),(iii)ithas,independentlyandwithout reliance upon the Administrative Agent, any Arranger, any Co-Syndication Agent or any other Lender or the Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respecttodecisionstomake,acquireand/orholdcommercialloansandtoprovideotherfacilitiessetforth herein, as may be applicable to such Lender or the Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such otherfacilities.EachLenderandtheIssuingBankalsoacknowledgesthatitwill,independentlyandwithout reliance upon the Administrative Agent, any Arranger any Co-Syndication Agentor any other Lender or the Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information(whichmaycontainmaterial,non-publicinformationwithinthemeaningoftheUnitedStates securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continuetomakeitsowndecisionsintakingornottakingactionunderorbaseduponthisAgreement,any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b)    Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, andconsentedtoandapproved,eachLoanDocumentandeachotherdocumentrequiredtobedeliveredto, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

(c)    

(i)    EachLenderherebyagreesthat(x)iftheAdministrativeAgent notifiessuch Lender that the Administrative Agent has determinedin its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,a“Payment”) wereerroneouslytransmittedto suchLender (whetherornotknownto such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made insamedayfunds,togetherwithinterestthereoninrespectofeachdayfromandincludingthedate such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from timetotimeineffect,and(y)totheextentpermittedbyapplicablelaw,suchLendershallnotassert, andherebywaives,astotheAdministrativeAgent,anyclaim,counterclaim,defenseorrightof set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “dischargeforvalue”oranysimilardoctrine.AnoticeoftheAdministrativeAgenttoanyLender under this Section 8.06(c) shall be conclusive, absent manifest error.

100

(ii)    Each Lender hereby further agrees that if itreceives a Payment from the AdministrativeAgentoranyofitsAffiliates(x)thatisinadifferentamountthan,oronadifferent date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the AdministrativeAgent,itshallpromptly,butinnoeventlaterthanone(1)BusinessDaythereafter, returntotheAdministrativeAgenttheamountofanysuchPayment(orportionthereof)astowhich such a demand was made in same day funds, together with interest thereon in respect of each day fromandincludingthedatesuchPayment(orportionthereof)wasreceivedbysuchLendertothe date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(iii)    TheBorrowerandeachotherLoanPartyherebyagreesthat(x)intheevent an erroneous Payment (or portion thereof) are not recovered from any Lender that has received suchPayment(orportionthereof)foranyreason,theAdministrativeAgentshallbesubrogatedto all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations (or any other Secured Obligations) owed by the Borrower or any other Loan Party.

(iv)    Each party’s obligations under this Section 8.06(c) shall survive the resignationorreplacementoftheAdministrativeAgentoranytransferofrightsorobligationsby, orthereplacementof,aLender,theterminationoftheCommitmentsortherepayment,satisfaction or discharge of all Obligations under any Loan Document.

SECTION8.07.    CollateralMatters.

(a)    ExceptwithrespecttotheexerciseofsetoffrightsinaccordancewithSection9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured PartyshallhaveanyrightindividuallytorealizeuponanyoftheCollateralortoenforceanyGuaranteeof theSecuredObligations,itbeingunderstoodandagreedthatallpowers,rightsandremediesundertheLoan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC.In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the AdministrativeAgentisherebyauthorized,andherebygrantedapowerofattorney,toexecuteanddeliver onbehalfoftheSecuredPartiesanyLoanDocumentsnecessaryorappropriatetogrant andperfecta Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.The Lenders herebyauthorizetheAdministrativeAgent,atitsoptionandinitsdiscretion,toreleaseanyLiengrantedto orheldbytheAdministrativeAgentuponanyCollateral(i)asdescribedinSection9.02(d);(ii)aspermitted by,butonlyinaccordancewith,thetermsoftheapplicableLoanDocument;or(iii)ifapproved,authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lendershereunder.UponrequestbytheAdministrativeAgentatanytime,theLenderswillconfirmin writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto.UponanysaleortransferofassetsconstitutingCollateralwhichispermittedpursuanttotheterms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the

101

AdministrativeAgent,theAdministrativeAgentshall(andisherebyirrevocablyauthorizedbytheLenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i)the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii)such release shall not in any manner discharge,affectorimpairtheSecuredObligationsoranyLiensupon(orobligationsoftheLoanPartiesin respectof)allinterestsretainedbyanyLoanParty,including(withoutlimitation)theproceedsofthesale, all of which shall continue to constitute part of the Collateral.Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

(b)    Infurtheranceoftheforegoingandnotinlimitationthereof,noBankingServices AgreementorSwapAgreementwillcreate(orbedeemedtocreate)infavorofanySecuredPartythatisa partytheretoanyrightsinconnectionwiththemanagementorreleaseofanyCollateraloroftheobligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Banking Services Agreement or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent undertheLoanDocumentsandagreedtobeboundbytheLoanDocumentsasaSecuredPartythereunder, subject to the limitations set forth in this paragraph.

(c)    The Secured Parties irrevocably authorize the Administrative Agent, at its option andinitsdiscretion,tosubordinateanyLienonanypropertygrantedtoorheldbytheAdministrativeAgent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(j). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Partyinconnectiontherewith,norshalltheAdministrativeAgentberesponsibleorliabletotheLendersor any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

SECTION8.08.Credit Bidding. The Secured Parties hereby irrevocably authorize the AdministrativeAgent,atthedirectionoftheRequiredLenders,tocreditbidalloranyportionoftheSecured Obligations(includingbyacceptingsomeoralloftheCollateralinsatisfactionofsomeoralloftheSecured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129oftheBankruptcyCode,oranysimilarlawsinanyotherjurisdictionstowhichaLoanPartyissubject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Secured ObligationsowedtotheSecuredPartiesshallbeentitledtobe,andshallbe,creditbidbytheAdministrative AgentatthedirectionoftheRequiredLendersonaratablebasis(withSecuredObligationswithrespectto contingentorunliquidatedclaimsreceivingcontingentinterestsintheacquiredassetsonaratablebasisthat shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingentclaimamountusedinallocatingthecontingentinterests)fortheassetorassetssopurchased(or fortheequityinterestsordebtinstrumentsoftheacquisitionvehicleorvehiclesthatareissuedinconnection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to formoneormoreacquisitionvehiclesandtoassignanysuccessfulcreditbidtosuchacquisitionvehicleor vehicles,(ii)eachoftheSecuredParties’ratableinterestsintheSecuredObligationswhichwerecreditbid

102

shallbedeemedwithoutanyfurtheractionunderthisAgreementtobeassignedtosuchvehicleorvehicles forthepurposeofclosingsuchsale,(iii)theAdministrativeAgentshallbeauthorizedtoadoptdocuments providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the AdministrativeAgentwithrespecttosuchacquisitionvehicleorvehicles,includinganydispositionofthe assetsorequityintereststhereof,shallbegoverned,directlyorindirectly,by,andthegoverningdocuments shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms ofthisAgreementorthegoverningdocumentsoftheapplicableacquisitionvehicleorvehicles,asthecase may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties,ratablyonaccountoftherelevantSecuredObligationswhichwerecreditbid,interests,whetheras equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations that areassignedtoanacquisitionvehiclearenotusedtoacquireCollateralforanyreason(asaresultofanother bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceedstheamountofSecuredObligationscreditbidbytheacquisitionvehicleorotherwise),suchSecured Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in suchSecuredObligationsandtheequityinterestsand/ordebtinstrumentsissuedbyanyacquisitionvehicle onaccountofsuchSecuredObligationsshallautomaticallybecancelled,withouttheneedforanySecured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the SecuredObligationsofeachSecuredPartyaredeemedassignedtotheacquisitionvehicleorvehiclesasset forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request inconnectionwiththeformationofanyacquisitionvehicle,theformulationorsubmissionofanycreditbid or the consummation of the transactions contemplated by such credit bid.

SECTION8.09.    CertainERISAMatters.

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of the Plan AssetRegulations)ofoneormoreBenefitPlansinconnectionwiththeLoans,theLettersofCredit or the Commitments,

(ii)    thetransactionexemptionsetforthinoneormorePTEs,suchasPTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certaintransactionsdeterminedbyin-houseassetmanagers),isapplicablewithrespecttosuch Lender’sentranceinto,participationin,administrationofandperformanceoftheLoans,theLetters of Credit, the Commitments and this Agreement,

103

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement,(C)theentranceinto,participationin,administrationofandperformanceoftheLoans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as providedinsub-clause(iv)intheimmediatelyprecedingclause(a),suchLenderfurther(x)representsand warrants,asofthedatesuchPersonbecameaLenderpartyhereto,to,and(y)covenants,fromthedatesuch Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers, the Co-Syndication Agents, the Documentation Agent or any of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, or the Arrangers, the Co-Syndication Agents or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c)    TheAdministrativeAgent,eachArrangerandeachCo-SyndicationAgenthereby informstheLendersthateachsuchPersonisnotundertakingtoprovideinvestmentadvice,ortogiveadvice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans,theLettersofCreditortheCommitmentsbysuchLenderor(iii)mayreceivefeesorotherpayments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent fees or collateral agent fees, utilization fees, minimum usage fees, letterofcreditfees,frontingfees,deal-awayoralternatetransactionfees,amendmentfees,processingfees, termoutpremiums,banker’sacceptancefees,breakageorotherearlyterminationfeesorfeessimilartothe foregoing.

ARTICLE IX

Miscellaneous

SECTION 9.01.    Notices.(a) Except in the case of notices and other communications expresslypermittedtobegivenbytelephone(andsubjecttoparagraph (b)below),allnoticesandother

104

communicationsprovidedforhereinshallbeinwritingandshallbedeliveredbyhandorovernightcourier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

(i)    if to the Borrower, to it at 1155 Avenue of the Americas, 27thFloor, , New York, New York 10036, Attention of Lucas Mendelson (treasurycompliance@mn8energy.com; Telephone No. (516) 614-2822);

(ii)    iftotheAdministrativeAgent,(A)inthecaseofBorrowings,toJPMorganChase Bank, N.A., 131 S. Dearborn St., Floor 04, Chicago, IL 60603, Attention of Loan and Agency Servicing(e-mailjpm.agency.cri@jpmorgan.com),(B)inthecaseofanotificationoftheDQList, toJPMDQ_Contact@jpmorganand(C)forallothernotices,toJPMorganChaseBank,N.A.,712 Main Street, Floor 5, Houston, Texas 77002, Attention of Darren Vanek (e-mail: Darren.M.Vanek@jpmorgan.com)

(iii)    if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 131 S. Dearborn St., Floor 04, Chicago, IL 60603, Attention of LC Agency Team (Telecopy: 800-364-1969; e-mail chicago.lc.agency.activity.team@jpmchase.com);

(iv)    if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 131 S. Dearborn St., Floor 04, Chicago, IL 60603, Attention of Loan and Agency Servicing (e-mail jpm.agency.cri@jpmorgan.com), and

(v)    if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Noticessentbyhandorovernightcourierservice,ormailedbycertifiedorregisteredmail,shallbedeemed tohavebeengivenwhenreceived;noticessentbyfacsimileande-mailshallbedeemedtohavebeengiven whensent(exceptthat,ifnotgivenduringnormalbusinesshoursfortherecipient,shallbedeemedtohave beengivenattheopeningofbusinessonthenextbusinessdayfortherecipient).Noticesdeliveredthrough ApprovedElectronicPlatforms,totheextentprovidedinparagraph(b)below,shallbeeffectiveasprovided in said paragraph (b).

(b)    NoticesandothercommunicationstoanyLoanParty,theLendersandtheIssuing Bank hereunder may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; providedthat the foregoing shall not apply to notices pursuanttoArticleIIunlessotherwiseagreedbytheAdministrativeAgentandtheapplicableLender.The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; providedthat approval of such procedures may be limited to particular notices or communications.

(c)    Unless the Administrative Agent otherwise prescribes, (i)notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii)notices or communications posted to anInternetorintranetwebsiteshallbedeemedreceiveduponthedeemedreceiptbytheintendedrecipient, at its e-mail address as described in the foregoing clause(i), of notification that such notice or communicationisavailableandidentifyingthewebsiteaddresstherefor;providedthat,forbothclauses(i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours oftherecipient,suchnoticeorcommunicationshallbedeemedtohavebeensentattheopeningofbusiness on the next business day for the recipient.

105

(d)    Anypartyheretomaychangeitsaddressortelecopynumberfornoticesandother communications hereunder by notice to the other parties hereto.

SECTION9.02.Waivers;Amendments. (a)NofailureordelaybytheAdministrative Agent,theIssuingBankoranyLenderinexercisinganyrightorpowerhereunderorunderanyotherLoan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,oranyabandonmentordiscontinuanceofstepstoenforcesucharightorpower,precludeanyother or further exercise thereof or the exercise of any other right or power.The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents arecumulativeandarenotexclusiveofanyrightsorremediesthattheywouldotherwisehave.Nowaiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any eventbeeffectiveunlessthesameshallbepermittedbyparagraph(b)ofthisSection,andthensuchwaiver or consent shall be effective only in the specific instance and for the purpose for which given.Without limitingthegeneralityoftheforegoing,themakingofaLoanorissuanceofaLetterofCreditshallnotbe construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b)    Except as provided in Section2.20 with respect to an Incremental Term Loan AmendmentorasprovidedinSection2.14(b)andSection2.14(c),neitherthisAgreementnoranyprovision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; providedthat no such agreement shall (i)increase the CommitmentofanyLenderwithoutthewrittenconsentofsuchLender,(ii)reducetheprincipalamountof anyLoanorLCDisbursementorreducetherateofinterestthereon,orreduceanyfeespayablehereunder, without the written consent of each Lender directly affected thereby (except that no amendment or modificationofthefinancialcovenantsinthisAgreement(ordefinedtermsusedinthefinancialcovenants inthisAgreement)shallconstituteareductionintherateofinterestorfeesforpurposesofthisclause(ii)), (iii)postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or anyinterestthereon(otherthaninterestpayableattheapplicabledefaultratesetforthinSection2.13(d)), or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv)change Section2.09(c) or 2.18(b) or (d)in a manner that would alter the ratable reductionofCommitmentsortheproratasharingofpaymentsrequiredthereby,withoutthewrittenconsent ofeachLender,(v)changethepaymentwaterfallprovisionsofSection2.21(b)or7.03withoutthewritten consent of each Lender, (vi)change any of the provisions of this Section or the definition of “Required Lenders”oranyotherprovisionhereofspecifyingthenumberorpercentageofLendersrequiredtowaive, amendormodifyanyrightshereunderormakeanydeterminationorgrantanyconsenthereunder,without thewrittenconsentofeachLender(itbeingunderstoodthat,solelywiththeconsentofthepartiesprescribed by Section2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be includedinthedeterminationofRequiredLendersonsubstantiallythesamebasisastheCommitmentsand the Loans are included on the Effective Date), (vii)(x) release the Borrower from its obligations under ArticleXor(y)release(A)anyofMN8EnergyOperatingCompanyLLCorMN8Inc.,fromitsobligations under the Loan Guaranty or (B) the Liens granted to the Administrative Agent on the Equity Interests in any of MN8 Energy Operating Company LLC or MN8 Inc., in each case, without the written consent of eachLender,or(viii)exceptasprovidedinclause(d)ofthisSectionorinanyCollateralDocument,release all or substantially all of the Collateral, without the written consent of each Lender; providedfurtherthat nosuchagreementshallamend,modifyorotherwiseaffecttherightsordutiesoftheAdministrativeAgent, theIssuingBankortheSwinglineLenderhereunderwithoutthepriorwrittenconsentoftheAdministrative Agent,the IssuingBank orthe Swingline Lender,as the case may be (it beingunderstood that anychange

106

to Section 2.21 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender);andprovidedfurtherthatnosuchagreementshallamendormodifytheprovisionsofSection2.06 without the prior written consent of the Administrative Agent and the Issuing Bank.Notwithstanding the foregoing,noconsentwithrespecttoanyamendment,waiverorothermodificationofthisAgreementshall berequiredofanyDefaultingLender,exceptwithrespecttoanyamendment,waiverorothermodification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.

(c)    Notwithstandingtheforegoingbutwithoutexpandingthepartieswhoseconsentis requiredpursuanttoSection2.20foranIncrementalTermLoanAmendment,thisAgreementandanyother Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders,theAdministrativeAgentandtheBorrower(x)toaddoneormorecreditfacilities(inadditionto theIncrementalTermLoanspursuanttoanIncrementalTermLoanAmendment)tothisAgreementandto permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and (y)to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

(d)    [reserved].

(e)    If, in connection with any proposed amendment, waiver or consentrequiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessarybutnotobtainedbeingreferredtohereinasa“Non-ConsentingLender”),thentheBorrowermay electtoreplaceaNon-ConsentingLenderasaLenderpartytothisAgreement,providedthat,concurrently withsuchreplacement,(i)anotherbankorotherentitywhichisreasonablysatisfactorytotheBorrowerand theAdministrativeAgentshallagree,asofsuchdate,topurchaseforcashtheLoansandotherObligations duetotheNon-ConsentingLenderpursuanttoanAssignmentandAssumptionandtobecomeaLenderfor all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause(b) of Section9.04, (ii)the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowerhereundertoandincludingthedateoftermination,includingwithoutlimitationpaymentsdueto suchNon-ConsentingLenderunderSections2.15and2.17,and(2)anamount,ifany,equaltothepayment which would have been due to such Lender on the day of such replacement under Section2.16 had the LoansofsuchNon-ConsentingLenderbeenprepaidonsuchdateratherthansoldtothereplacementLender and (iii) such Non-Consenting Lender shall have received the outstanding principal amount of its Loans andparticipationsinLCDisbursements.Eachpartyheretoagreesthat(i)anassignmentrequiredpursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignmentneednotbeapartytheretoinorderforsuchassignmenttobeeffectiveandshallbedeemedto haveconsentedtoandbeboundbythetermsthereof;providedthat,followingtheeffectivenessofanysuch assignment,theotherpartiestosuchassignmentagreetoexecuteanddeliversuchdocumentsnecessaryto evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

107

(f)    Notwithstanding anything herein to the contrary, as to any amendment or amendment and restatement otherwise approved in accordance with this Section, it shall not be necessary toobtaintheconsentorapprovalofanyLenderthat,upongivingeffecttosuchamendmentoramendment andrestatement,wouldhavenoCommitmentoroutstandingLoanssolongassuchLenderreceives paymentinfulloftheprincipalofandinterestaccruedoneachLoanmadeby,andallotheramountsowing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.

(g)    Notwithstanding anything to the contrary herein, if the Administrative Agent and theBorroweractingtogetheridentifyanyambiguity,omission,mistake,typographicalerrororotherdefect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to this Agreement.

SECTION9.03.    Expenses;LimitationofLiability;Indemnity, Etc.

(a)    Expenses.The Borrower shall pay (i)all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Arrangers and their Affiliates (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, and, if applicable, a single firm of local counsel in each applicable jurisdiction), in connection with the syndication and distribution (including, without limitation,viatheinternetorthroughaservicesuchasIntralinks)ofthecreditfacilitiesprovidedforherein, the preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documentedout-of-pocketexpensesincurredbytheAdministrativeAgent,theIssuingBankoranyLender (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel to all such parties, and, if applicable, asinglefirmoflocalcounselineachapplicablejurisdiction,fortheAdministrativeAgent,and,intheevent of an actual or reasonably perceived conflict of interest (as reasonably determined by the Administrative AgentortheIssuingBankorapplicableLender),oneadditionalfirmofprimarycounselforeachgroupof similarlyaffectedpersons,andtotheextentrequired,onefirmoflocalcounselineachrelevantjurisdiction (which may include a single special counsel acting in multiple jurisdictions)) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legalfeesandexpenses)incurredduringanyworkout,restructuringornegotiationsinrespectofsuchLoans or Letters of Credit.

(b)    LimitationofLiability.Totheextentpermittedbyapplicablelaw(i)theBorrower andanyotherLoanPartyshallnotassert,andtheBorrowerandeachotherLoanPartyherebywaives,any claim against the Administrative Agent, any Arranger, any Co-Syndication Agent, the Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-RelatedPerson”)foranyLiabilitiesarisingfromtheusebyothersofinformationorothermaterials (including,withoutlimitation,anypersonaldata)obtainedthroughtelecommunications,electronicorother information transmission systems (including the Internet), other than any such claims for direct or actual

108

damages that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily fromthe gross negligence or willful misconduct of such Lender-Related Person, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other partyhereto,onanytheoryofliability,forspecial,indirect,consequentialorpunitivedamages(asopposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; providedthat, nothing in this Section 9.03(b) shall relieve the Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnitee,asprovidedinSection9.03(c),againstanyspecial,indirect,consequentialorpunitivedamages asserted against such Indemnitee by a third party.

(c)    Indemnity.The Borrower shall indemnify the Administrative Agent, each Arranger,eachCo-SyndicationAgent,theIssuingBankandeachLender,andeachRelatedPartyofanyof the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related reasonable and documented expenses (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and otherchargesofasinglefirmofprimarycounselforallIndemnitees,alongwithsuchspecialistcounselas may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicablejurisdictionforallIndemniteesand,intheeventofanactualorreasonablyperceivedconflictof interest (as reasonably determined by the applicable Indemnitee), one additional firm of primary counsel and one additional local counsel in each applicable jurisdiction to each group of similarly affected IndemniteesincurredbyorassertedagainstanyIndemniteearisingoutof,inconnectionwith,orasaresult of (i)the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplatedhereby,(iii)anyLoanorLetterofCreditortheuseoftheproceedstherefrom(includingany refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented inconnectionwithsuchdemanddonotstrictlycomplywiththetermsofsuchLetterofCredit), (iv) any act or omission of the Administrative Agent in connection with the administration of this Agreement,anyotherLoanDocument,oranyagreementorinstrumentcontemplatedherebyorthereby, (v)any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (vi)any actual or prospective Proceeding in any jurisdiction relatingtoanyoftheforegoing(includinginrelationtoenforcingthetermsofthelimitationofliabilityand indemnificationreferredtoabove),whetherornotsuchProceedingisbroughtbytheBorroweroranyother Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; providedthat such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (i) the gross negligence or willful misconduct of such Indemnitee or any of its Controlled Related Parties, (ii) a breach by such Indemnitee or any of its Controlled Related Parties of its material obligations under this Agreement or the other Loan Documents or(iii)anydisputesolelyamongIndemnitees(notarisingfromanyactoromissionoftheBorrowerorany ofitsAffiliates)otherthanclaimsagainstanIndemniteeactinginitscapacityas,orinfulfillingitsroleas, theAdministrativeAgent,anArranger,theSwinglineLenderortheIssuingBankunderthisAgreementor theotherLoanDocuments).Asusedabove,a“ControlledRelatedParty”ofanIndemniteemeans(1)any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled

109

Affiliates,inthecaseofthisclause(3),actingattheinstructionsofsuchIndemnitee,ControllingPersonor Controlled Affiliate; providedthat each reference to a Controlling Person, Controlled Affiliate, director, officeroremployeeinthissentencepertainstoaControllingPerson,ControlledAffiliate,director,officer or employee involved in the arrangement, negotiation or syndication of the credit facilities evidenced by this Agreement.This Section9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(d)    LenderReimbursement.EachLenderseverallyagreestopayanyamountrequired tobepaidbytheBorrowerunderparagraph(a),(b)or(c)ofthisSection9.03totheAdministrativeAgent, theIssuingBankandtheSwinglineLender,andeachRelatedPartyofanyoftheforegoingPersons(each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect onthedateonwhichsuchpaymentissoughtunderthisSection(or,ifsuchpaymentissoughtafterthedate upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordancewithsuchApplicablePercentageimmediatelypriortosuchdate),andagreestoindemnifyand hold each Agent-Related Person harmless from and against any and all Liabilities and related expenses, includingthefees,chargesanddisbursementsofanykindwhatsoeverthatmayatanytime(whetherbefore or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; providedthat the unreimbursed expense or Liability or related expense,asthecasemaybe,wasincurredbyorassertedagainstsuchAgent-RelatedPersoninitscapacity as such; providedfurtherthat no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willfulmisconduct.TheagreementsinthisSectionshallsurvivetheterminationofthisAgreementandthe payment of the Loans and all other amounts payable hereunder.

(e)    Payments.AllamountsdueunderthisSection9.03shallbepayablenotlaterthan thirty (30) days after written demand therefor.

SECTION9.04.Successors and Assigns.(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby(includinganyAffiliateoftheIssuingBankthatissuesanyLetterofCredit),exceptthat (i)theBorrowermaynotassignorotherwisetransferanyofitsrightsorobligationshereunderwithoutthe prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii)no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successorsandassignspermittedhereby(includinganyAffiliateoftheIssuingBankthatissuesanyLetter ofCredit),Participants(totheextentprovidedinparagraph(c)ofthisSection)and,totheextentexpressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    (i) Subject to the conditions set forth in paragraph(b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligationsunderthisAgreement(includingalloraportionofitsCommitment,participationsinLettersof

110

Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A)    the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the AdministrativeAgentwithinten(10)BusinessDaysafterhavingreceivednoticethereof); provided,further,thatnoconsentoftheBorrowershallberequiredforanassignmenttoa Lender,anAffiliateofaLender,anApprovedFundor,ifanEventofDefaulthasoccurred and is continuing, any other assignee;

(B)    theAdministrativeAgent;

(C)    theIssuingBank; and

(D)    theSwingline Lender.

(ii)    Assignmentsshallbesubjecttothefollowingadditionalconditions:

(A)    exceptinthecaseofanassignmenttoaLenderoranAffiliateofaLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’sCommitmentorLoansofanyClass,theamountoftheCommitmentorLoansof the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and theAdministrativeAgentotherwiseconsent;providedthatnosuchconsentoftheBorrower shall be required if an Event of Default has occurred and is continuing;

(B)    eachpartialassignmentshallbemadeasanassignmentofaproportionate part of all the assigning Lender’s rights and obligations under this Agreement; providedthatthisclauseshallnotbeconstruedtoprohibittheassignmentofaproportionatepartof all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an ApprovedElectronicPlatformastowhichtheAdministrativeAgentandthepartiestothe Assignment and Assumption are participants, together with a processing and recordation feeof$3,500,suchfeetobepaidbyeithertheassigningLenderortheassigneeLenderor shared between such Lenders; and

(D)    theassignee,ifitshallnotbeaLender,shalldelivertotheAdministrative AgentanAdministrativeQuestionnaireinwhichtheassigneedesignatesoneormorecredit contactstowhomallsyndicate-levelinformation(whichmaycontainmaterialnon-public information about the Borrower and its Affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws.

111

For the purposes of this Section9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary courseofitsbusinessandthatisadministeredormanagedby(a)aLender,(b)anAffiliateofaLenderor (c) anentityoranAffiliateofanentitythatadministersormanagesaLender.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent,(c)theTopCo,anyofitsSubsidiariesoranyofitsAffiliates,(d)acompany,investmentvehicleor trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (e) a Disqualified Institution.

(iii)    Subject to acceptance and recording thereof pursuant to paragraph(b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, andtheassigningLenderthereundershall,totheextentoftheinterestassignedbysuchAssignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under thisAgreement,suchLendershallceasetobeapartyheretobutshallcontinuetobeentitledtothe benefits of Sections2.15, 2.16, 2.17 and 9.03).Any assignment or transfer by a Lender of rights orobligationsunderthisAgreementthatdoesnotcomplywiththisSection9.04shallbetreatedfor purposesofthisAgreementasasalebysuchLenderofaparticipationinsuchrightsandobligations in accordance with paragraph (c) of this Section.

(iv)    The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower,shallmaintainatoneofitsofficesacopyofeachAssignmentandAssumptiondelivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owingto,eachLenderpursuanttothetermshereoffromtimetotime(the“Register”).Theentries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall 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 Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)    Uponitsreceiptof(x)adulycompletedAssignmentandAssumptionexecutedby anassigningLenderandanassigneeor(y)totheextentapplicable,anagreementincorporatingan AssignmentandAssumptionbyreferencepursuanttoanApprovedElectronicPlatformastowhich the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’scompleted AdministrativeQuestionnaire (unless theassigneeshallalready beaLender hereunder), the processing and recordation fee referred to in paragraph(b) of this Section and any written consent to such assignment required by paragraph(b) of this Section, the Administrative AgentshallacceptsuchAssignmentandAssumptionandrecordtheinformationcontainedtherein intheRegister;providedthatifeithertheassigningLenderortheassigneeshallhavefailedtomake anypayment required to be made byit pursuant to Section2.05(c), 2.06(d)or (e),2.07(b), 2.18(e) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and AssumptionandrecordtheinformationthereinintheRegisterunlessanduntilsuchpaymentshall

112

havebeenmadeinfull,togetherwithallaccruedinterestthereon.Noassignmentshallbeeffective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)    Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); providedthat (A)such Lender’s obligations under this Agreement shall remain unchanged;(B)suchLendershallremainsolelyresponsibletotheotherpartiesheretofortheperformance of such obligations; and (C)the Borrower, the Administrative Agent, the Issuing Bank and the other LendersshallcontinuetodealsolelyanddirectlywithsuchLenderinconnectionwithsuchLender’srights andobligationsunderthisAgreement.AnyagreementorinstrumentpursuanttowhichaLendersellssuch a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agreetoanyamendment,modificationorwaiverdescribedinthefirstprovisotoSection9.02(b)thataffects suchParticipant.TheBorroweragreesthateachParticipantshallbeentitledtothebenefitsofSections2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section2.17(f) (it being understood that the documentation required under Section2.17(f) shall be deliveredtotheparticipatingLender))tothesameextentasifitwereaLenderandhadacquireditsinterest by assignment pursuant to paragraph(b) of this Section; provided that such Participant (A)agrees to be subject to the provisions of Sections2.18 and 2.19 as if it were an assignee under paragraph(b) of this Section;and(B)shallnotbeentitledtoreceiveanygreaterpaymentunderSection2.15or2.17,withrespect to any participation, than its participating Lender would have been entitled to receive, except to the extent suchentitlementtoreceiveagreaterpaymentresultsfromaChangeinLawthatoccursaftertheParticipant acquired the applicable participation.Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section2.19(b) with respect to any Participant.To the extent permitted by law, each Participant also shall be entitled to the benefits of Section9.08 as though it were a Lender; providedthat such Participant agrees to be subject to Section2.18(d) as though it were a Lender.Each Lender that sells a participation shall,actingsolelyforthispurposeasanon-fiduciaryagentoftheBorrower,maintainaregisteronwhich it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ParticipantRegister”);providedthatnoLendershallhaveanyobligationtodisclosealloranyportionoftheParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States TreasuryRegulationsorSection1.163-5(b)oftheProposedUnitedStatesTreasuryRegulations(or,ineach case,anyamendedorsuccessorversion).TheentriesintheParticipantRegistershallbeconclusiveabsent manifesterror,andsuchLendershalltreateachPersonwhosenameisrecordedintheParticipantRegister as the owner of such participation for all purposes of this Agreement 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.

(d)    AnyLendermayatanytimepledgeorassignasecurityinterestinalloranyportion ofitsrightsunderthisAgreementtosecureobligationsofsuchLender,includinganypledgeorassignment tosecureobligationstoaFederalReserveBankorothercentralbankingauthorityhavingjurisdictionover

113

such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; providedthat no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e)    DisqualifiedInstitutions.

(i)    NoassignmentorparticipationshallbemadetoanyPersonthatwasaDisqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a written supplement to the list of “Disqualified Institutions” referred to in, the definition of “Disqualified Institution”),(x)suchassigneeorParticipantshallnotretroactivelybedisqualifiedfrombecoming a Lender or Participant and (y) the execution by the Borrower of an Assignment and Assumption withrespecttosuchassigneewillnotbyitselfresultinsuchassigneenolongerbeingconsidereda Disqualified Institution. Any assignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply.

(ii)    If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a DisqualifiedInstitutionaftertheapplicableTradeDate,theBorrowermay,atitssoleexpenseand effort,uponnoticetotheapplicableDisqualifiedInstitutionandtheAdministrativeAgent,require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest, rights and obligations under this Agreement to one or more Persons (other than an Ineligible Institution) at the lesser of (x) the principalamountthereofand(y)theamountthatsuchDisqualifiedInstitutionpaidtoacquiresuch interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

(iii)    Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or participation is made in violation of clause (i) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate inmeetingsattendedbytheLendersandtheAdministrativeAgent,or(z)accessanyelectronicsite established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment,waiverormodificationof,oranyactionunder,andforthepurposeofanydirectionto theAdministrativeAgentoranyLendertoundertakeanyaction(orrefrainfromtakinganyaction) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter and (y) for purposes of voting on any plan of reorganization, each DisqualifiedInstitutionpartyheretoherebyagrees(1)nottovoteonsuchplanofreorganization, (2) if such Disqualified Institution does vote on such plan of reorganization notwithstanding the restrictionintheforegoingclause(1),suchvotewillbedeemednottobeingoodfaithandshallbe “designated”pursuanttoSection1126(e)oftheBankruptcyCode(oranysimilarprovisioninany other applicable laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of

114

theBankruptcyCode(oranysimilarprovisioninanyotherapplicablelaws)and(3)nottocontest anyrequestbyanypartyforadeterminationbytheBankruptcyCourt(orotherapplicablecourtof competent jurisdiction) effectuating the foregoing clause (2).

(iv)    TheAdministrativeAgentshallhavetheright,andtheBorrowerherebyexpressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on an ApprovedElectronicPlatform,includingthatportionofsuchApprovedElectronicPlatformthatis designated for “public side” Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting the same.

(v)    TheAdministrativeAgentshallnotberesponsibleorhaveanyliabilityfor,orhave any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions.Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any otherLenderor Participantor prospectiveLenderor Participantis aDisqualified Institutionor(y) haveanyliabilitywithrespecttoorarisingoutofanyassignmentorparticipationofLoans,or disclosure of confidential information, by any other Person to any Disqualified Institution.

SECTION9.05.Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representationorwarrantyatthetimeanycreditisextendedhereunder,andshallcontinueinfullforceand effectaslongastheprincipaloforanyaccruedinterestonanyLoanoranyfeeoranyotheramountpayable under this Agreement or any other Loan Document is outstanding and unpaid (except for Unliquidated Obligations)oranyLetterofCreditisoutstanding(unlesssuchLetterofCredithasbeencashcollateralized orbackstoppedpursuanttoarrangementsreasonablysatisfactorytotheAdministrativeAgent)andsolong as the Commitmentshave not expired or terminated.The provisionsof Sections 2.15, 2.16,2.17 and9.03 and Article VIIIshall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION9.06.Counterparts; Integration; Effectiveness; Electronic Execution. This Agreementmaybeexecutedincounterparts(andbydifferentpartiesheretoondifferentcounterparts),each ofwhichshallconstituteanoriginal,butallofwhichwhentakentogethershallconstituteasinglecontract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment of the Issuing Bank, constitute the entire contract among the parties relating to the subject matter hereof and supersedeanyandallpreviousagreementsandunderstandings,oralorwritten,relatingtothesubjectmatter hereof.ExceptasprovidedinSection4.01,thisAgreementshallbecomeeffectivewhenitshallhavebeen executedbytheAdministrativeAgentandwhentheAdministrativeAgentshallhavereceivedcounterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.Deliveryofanexecutedcounterpartofasignaturepageof(x)thisAgreement,(y)anyotherLoan Documentand/or(z)anydocument,amendment,approval,consent,information,notice(including,forthe

115

avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure orauthorizationrelatedtothisAgreement,anyotherLoanDocumentand/orthetransactionscontemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.The words “execution,” “signed,” “signature,”“delivery,”andwordsoflikeimportinorrelatingtothisAgreement,anyotherLoanDocument and/oranyAncillaryDocumentshallbedeemedtoincludeElectronicSignatures,deliveriesorthekeeping of records in any electronic form (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legaleffect,validityorenforceabilityasamanuallyexecutedsignature,physicaldeliverythereofortheuse of a paper-based recordkeeping system, as the case may be; providedthat nothing herein shall require the AdministrativeAgenttoacceptElectronicSignaturesinanyformorformatwithoutitspriorwrittenconsent andpursuanttoproceduresapprovedbyit;provided,further,withoutlimitingtheforegoing,(i)totheextent theAdministrativeAgenthasagreedtoacceptanyElectronicSignature,theAdministrativeAgentandeach of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of theBorroweroranyotherLoanPartywithoutfurtherverificationthereofandwithoutanyobligationto review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executedcounterpart.Withoutlimitingthegeneralityoftheforegoing,theBorrowerandeachotherLoan Partyhereby(i)agreesthat,forallpurposes,includingwithoutlimitation,inconnectionwithanyworkout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent,theLenders,theBorrowerandtheotherLoanParties,ElectronicSignaturestransmittedbytelecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page and/oranyelectronicimagesofthisAgreement,anyotherLoanDocumentand/oranyAncillaryDocument shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement,anyotherLoanDocumentand/oranyAncillaryDocumentintheformofanimagedelectronic recordinanyformat,whichshall bedeemedcreatedintheordinarycourse ofsuchPerson’sbusiness,and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives anyargument,defense orright tocontest the legal effect,validityorenforceabilityofthisAgreement,any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of thisAgreement,suchotherLoanDocumentand/orsuchAncillaryDocument,respectively,includingwith respecttoanysignaturepagestheretoand(iv)waivesanyclaimagainstanyLender-RelatedPersonforany Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of thefailureoftheBorrowerand/oranyotherLoanPartytouseanyavailablesecuritymeasuresinconnection with the execution, delivery or transmission of any Electronic Signature.

SECTION9.07.Severability. AnyprovisionofanyLoanDocumentheldtobeinvalid, illegalorunenforceableinanyjurisdictionshall,astosuchjurisdiction,beineffectivetotheextentofsuch invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION9.08.Right of Setoff.If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at

116

any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits(generalorspecial,timeordemand,provisionalorfinal)atanytimeheld,andotherobligationsat any time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account oftheBorroweragainstanyandalloftheobligationsoftheBorrowernoworhereafterexistingunderthis Agreement or any other Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespectiveofwhetherornotsuchLender,theIssuingBankorAffiliateshallhavemadeanydemandunder this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; providedthatintheeventthatanyDefaultingLendershallexerciseanysuchrightofsetoff,(x)allamounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section2.21 and, pending such payment, shall be segregated by such Defaulting LenderfromitsotherfundsanddeemedheldintrustforthebenefitoftheAdministrativeAgent,theIssuing Bank, and the Lenders, and (y)the Defaulting Lender shall provide promptly to the Administrative Agent astatementdescribinginreasonabledetailtheSecuredObligationsowingtosuchDefaultingLenderasto which it exercised such right of setoff.The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have.Each Lender and the Issuing BankagreestonotifytheBorrowerandtheAdministrativeAgentpromptlyafteranysuchsetoffand application;providedthatthefailuretogivesuchnoticeshallnotaffectthevalidityofsuchsetoffand application.

SECTION9.09.    GoverningLaw;Jurisdiction;Consent toServiceof Process.

(a)    THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH OTHER LOAN DOCUMENT) SHALLBECONSTRUEDINACCORDANCEWITHANDGOVERNEDBYTHELAWOFTHE STATE OF NEW YORK.

(b)    Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactionscontemplatedherebyortherebyshallbeconstruedinaccordancewithandgovernedbythelaw of the State of New York.

(c)    Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the UnitedStates District Court for the Southern DistrictofNewYorksittingintheBoroughofManhattan(orifsuchcourtlackssubjectmatterjurisdiction, theSupremeCourtoftheStateofNewYorksittingintheBoroughofManhattan),andanyappellatecourt fromanythereof,inanyactionorproceedingarisingoutoforrelatingtothisAgreementoranyotherLoan Documentorthetransactionsrelatingheretoorthereto,orforrecognitionorenforcementofanyjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of anysuchactionorproceedingmay(andanysuchclaims,cross-claimsorthirdpartyclaimsbroughtagainst the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or NewYork State court.Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions bysuitonthejudgmentorinanyothermannerprovidedbylaw.NothinginthisAgreementorinanyother Loan Document shall (i) affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan

117

DocumentagainstanyLoanPartyoritspropertiesinthecourtsofanyjurisdiction,(ii)waiveanystatutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which courts have or donothavepersonaljurisdictionovertheissuingbankorbeneficiaryofanyLetterofCreditoranyadvising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause.

(d)    Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullestextentitmaylegallyandeffectivelydoso,anyobjectionwhichitmaynoworhereafterhavetothe laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other LoanDocumentinanycourtreferredtoinparagraph(c)ofthisSection.Eachofthepartiesheretohereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(e)    Eachofthepartiesheretoherebyirrevocablyconsentstoserviceofprocessinthe mannerprovidedfornoticesinSection9.01.NothinginthisAgreementoranyotherLoanDocumentwill affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION9.10.WAIVEROFJURYTRIAL.EACHPARTYHERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE,AGENTORATTORNEYOFANYOTHERPARTYHASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OFLITIGATION,SEEKTOENFORCETHEFOREGOINGWAIVERAND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION9.11.Headings.Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION9.12.    Confidentiality.Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Informationmaybedisclosed(a)toitsAffiliatesanditsandtheirrespectivedirectors,officers,employees andagents,includingaccountants,legalcounselandotheradvisors(itbeingunderstoodthatthePersonsto whomsuchdisclosureismadewillbeinformedoftheconfidentialnatureofsuchInformationandinstructed tokeepsuchInformationconfidential);providedthatthedisclosingAdministrativeAgent,IssuingBankor Lender, as applicable, shall be responsible for compliance by such Persons with the provisions of this Section 9.12, (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) purporting to have jurisdiction overtheAdministrativeAgent,IssuingBank,theapplicableLenderoritsortheirapplicableAffiliates,(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process

118

(providedthattheAdministrativeAgent,theIssuingBankorsuchLender,asapplicable,agreesthatitwill, totheextentpracticableandexceptwithrespecttoanyauditorexaminationconductedbybankaccountants or any governmental bank regulatory authority exercising examination or regulatory authority, notify the Borrower promptly thereof, unless such notification is prohibited by law, rule or regulation), (d) to any otherpartytothisAgreement,(e)inconnectionwiththeexerciseofanyremediesunderthisAgreementor any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1)any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the TopCoanditsobligations,(g)onaconfidentialbasisto(1)anyratingagencyinconnectionwithratingthe TopCo or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein, (h) with the prior written consent of the Borrower or (i) to the extentsuch Information (1)becomes publicly available other than as a result of a breach of this Sectionor (2) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower.For the purposes of this Section, “Information” means all information receivedfrom theLoan Partiesrelating totheir business,other thanany suchinformation that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. AnyPersonrequiredtomaintaintheconfidentialityofInformationasprovidedinthisSection shallbe considered to have complied with its obligation to do so if such Person has exercised the same degree of caretomaintaintheconfidentialityofsuchInformationassuchPersonwouldaccordtoitsownconfidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER ANDITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALLINFORMATION,INCLUDINGREQUESTSFORWAIVERSANDAMENDMENTS, FURNISHEDBYTHEBORROWERORTHEADMINISTRATIVEAGENTPURSUANTTO,OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES ORTHEIRRESPECTIVESECURITIES.ACCORDINGLY,EACHLENDERREPRESENTSTO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION9.13.USA PATRIOT Act.EachLenderthat issubject tothe requirements of the Patriot Act and the requirements of the Beneficial Ownership Regulation hereby notifies the BorrowerandeachotherLoanPartythat,pursuanttotherequirementsofthePatriotActandtheBeneficial

119

Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower or such Loan Party, which information includes the name, address and tax identification number of the BorrowerandsuchLoanPartyandotherinformationthatwillallowsuchLendertoidentifytheBorrower andsuchLoanPartyinaccordancewiththePatriotActandtheBeneficialOwnershipRegulationandother applicable “know your customer” and anti-money laundering rules and regulations.

SECTION9.14.    ReleasesofLoanGuarantorsandCollateral.

(a)    A Loan Guarantor (other than MN8 Energy Operating Company LLC or MN8 Inc.) shall automatically be released from its obligations under the Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Loan Guarantor ceasestobeaSubsidiaryorbecomesanExcludedSubsidiary.Uponanysaleorotherdisposition,orentry intoanytransaction,byanyLoanParty(otherthantotheBorroweroranySubsidiary)permittedunderthis Agreement that would cause property of a Loan Party to be Excluded Assets, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release.Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

(b)    Further, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Loan Guarantor (other than MN8 Energy Operating Company LLC and MN8 Inc.) from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Domestic Subsidiary, becomes an Excluded Subsidiary or is otherwise notrequiredpursuanttothetermsofthisAgreementtobeaLoanGuarantoror(ii)suchreleaseisapproved, authorized or ratified by the requisite Lenders pursuant to Section 9.02.

(c)    AtsuchtimeastheprincipalandinterestontheLoans,allLCDisbursements,the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Swap Obligations not yet due and payable, Banking Services Obligations not yet due and payable,UnliquidatedObligationsforwhichnoclaimhasbeenmadeandotherObligationsexpresslystated tosurvivesuchpaymentandtermination)shallhavebeenpaidinfullincash,theCommitmentsshallhave been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the AdministrativeAgent)(theforegoing,collectively,the“FinalReleaseConditions”),theLoanGuarantyand all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

SECTION9.15.AppointmentforPerfection. EachLenderherebyappointseachother LenderasitsagentforthepurposeofperfectingLiens,forthebenefitoftheAdministrativeAgentandthe Secured Parties, in assets which, in accordance with Article9 of the UCC or any other applicable law can beperfectedonlybypossessionorcontrol.ShouldanyLender(otherthantheAdministrativeAgent)obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the AdministrativeAgentorotherwisedealwithsuchCollateralinaccordancewiththeAdministrativeAgent’s instructions.

120

SECTION9.16.Interest Rate Limitation.Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amountswhicharetreatedasinterestonsuchLoanunderapplicablelaw(collectivelythe“Charges”),shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, receivedorreservedbytheLenderholdingsuchLoaninaccordancewithapplicablelaw,therateofinterest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Sectionshall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

SECTION9.17.    No Fiduciary Duty, etc.

(a)    The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplatedhereinandthereinandnotasafinancialadvisororafiduciaryto,oranagentof,theBorrower or any other person.The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby.Additionally, the Borrower acknowledges and agrees that no Credit PartyisadvisingtheBorrowerastoanylegal,tax,investment,accounting,regulatoryoranyothermatters inanyjurisdiction.TheBorrowershallconsultwithitsownadvisorsconcerningsuchmattersandshallbe responsible for making its own independent investigation and appraisal of the transactions contemplated hereinorintheotherLoanDocuments,andtheCreditPartiesshallhavenoresponsibilityorliabilitytothe Borrower with respect thereto.

(b)    The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and theaccountsofcustomers,equity,debtandothersecuritiesandfinancialinstruments(includingbankloans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships.With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

(c)    In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise.No Credit Party will use confidential information obtained from the BorrowerbyvirtueofthetransactionscontemplatedbytheLoanDocumentsoritsotherrelationshipswith theBorrowerinconnectionwiththeperformancebysuchCreditPartyofservicesforothercompanies,and no Credit Party will furnish any such information to other companies.The Borrower also acknowledges thatnoCreditPartyhasanyobligationtouseinconnectionwiththetransactionscontemplatedbytheLoan

121

Documents,ortofurnishtotheBorroweroranyofitsSubsidiaries,confidentialinformationobtainedfrom other companies.

SECTION9.18.Acknowledgement and Consent to Bail-In of Affected FinancialInstitutions.Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangementorunderstandingamonganysuchparties,eachpartyheretoacknowledgesthatanyliabilityof any Affected Financial Institution arising under any Loan Document 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)    theeffectsofany Bail-InActiononany suchliability,including,if applicable:

(i)    areduction in fullorin part or cancellationof any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instrumentsofownershipwillbeacceptedbyitinlieuofanyrightswithrespecttoanysuchliability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION9.19.Acknowledgement Regarding Any Supported QFCs.To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap 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-FrankWallStreetReformandConsumerProtectionAct(togetherwiththeregulationspromulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support(withtheprovisionsbelowapplicablenotwithstandingthattheLoanDocumentsandanySupported QFCmayinfactbestatedtobegovernedbythelawsoftheStateofNewYorkand/oroftheUnitedStates or any other state of the United States):

IntheeventaCoveredEntitythatispartytoaSupportedQFC(each,a“CoveredParty”)becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC andsuchQFCCreditSupport,andanyrightsinpropertysecuringsuchSupportedQFCorsuchQFCCredit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any suchinterest,obligationandrightsinproperty)weregovernedbythelawsoftheUnitedStatesorastateof theUnitedStates.IntheeventaCoveredPartyoraBHCActAffiliateofaCoveredPartybecomessubject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governedbythelawsoftheUnitedStatesorastateoftheUnitedStates.Withoutlimitationoftheforegoing,

122

itisunderstoodandagreedthatrightsandremediesofthepartieswithrespecttoaDefaultingLendershall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

ARTICLE X

Borrower Guarantee

SECTION 10.01    Borrower Guarantee. In order to induce the Lenders to extend credittotheBorrowerhereunderandforothergoodandvaluableconsideration(thereceiptandsufficiency of which are hereby acknowledged), Borrower, hereby absolutely and irrevocably and unconditionally guarantees,asaprimaryobligorandnotmerelyasasurety,thepaymentwhenandasdueoftheSpecified Ancillary Obligations of the Designated Subsidiaries.Borrower further agrees that the due and punctual paymentofsuchSpecifiedAncillaryObligationsmaybeextendedorrenewed,inwholeorinpart,without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Specified Ancillary Obligation.

Borrower waives presentment to, demand of payment from and protest to any Designated Subsidiary of any of the Specified Ancillary Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.The obligations of Borrower hereunder shall not be affected by (a) the failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any Designated Subsidiary under the provisions of any Banking Services Agreement, any Swap Agreement or otherwise; (b) any extension or renewal of any of the SpecifiedAncillaryObligations;(c)anyrescission,waiver,amendmentormodificationof,orreleasefrom, any of the terms or provisions of the Specified Ancillary Obligations; (d) any default, failure or delay, willfulorotherwise,intheperformanceofanyoftheSpecifiedAncillaryObligations;(e)thefailureofany applicableLender(oranyofitsAffiliates)totakeanystepstoperfectandmaintainanysecurityinterestin, ortopreserveanyrightsto,anysecurityorcollateralfortheSpecifiedAncillaryObligations,ifany;(f)any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations; (g) the enforceability or validity of the Specified Ancillary Obligations or any part thereof or the genuineness, enforceability or validity of any agreementrelatingtheretoorwithrespecttoanycollateralsecuringtheSpecifiedAncillaryObligationsor anypartthereof,oranyotherinvalidityorunenforceabilityrelatingtooragainstanyDesignatedSubsidiary or any other guarantor of any of the Specified Ancillary Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Designated Subsidiary or any other guarantor of the Specified Ancillary Obligations, of anyoftheSpecifiedAncillaryObligationsorotherwiseaffectinganytermofanyoftheSpecifiedAncillary Obligations;or(h)anyotheract,omissionordelaytodoanyotheractwhichmayormightinanymanner ortoanyextentvarytheriskof Borrowerorotherwiseoperateasadischargeofaguarantorasa matterof law or equity or which would impair or eliminate any right of Borrower to subrogation.

Borrower further agrees that its agreement hereunder constitutes a guarantee of payment whendue(whetherornotanybankruptcyorsimilarproceedingshallhavestayedtheaccrualorcollection of any of the Specified Ancillary Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any applicable Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Designated Subsidiary or any other Person.

123

The obligations of Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of theSpecifiedAncillaryObligations,anyimpossibilityintheperformanceofanyoftheSpecifiedAncillary Obligations or otherwise.

Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocableguaranteeofallSpecifiedAncillaryObligationsnoworhereafterexistingandshallcontinueto beeffectiveorbereinstated,asthecasemaybe,ifatanytimepayment,oranypartthereof,ofanySpecified AncillaryObligation(includingapaymenteffectedthroughexerciseofarightofsetoff)isrescinded,oris or must otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency,bankruptcyorreorganizationofanyDesignatedSubsidiaryorotherwise(includingpursuantto any settlement entered into by a holder of Specified Ancillary Obligations in its discretion).

Infurtheranceoftheforegoingandnotinlimitationofanyotherrightwhichanyapplicable Lender (or any of its Affiliates) may have at law or in equity against Borrower by virtue hereof, upon the failureofanyDesignatedSubsidiarytopayanySpecifiedAncillaryObligationwhenandasthesameshall becomedue,whetheratmaturity,byacceleration,afternoticeofprepaymentorotherwise,Borrowerhereby promises to and will, upon receipt of written demand by any applicable Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to such applicable Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal amount of such Specified Ancillary Obligations then due, together with accrued and unpaid interest thereon.Borrower further agrees that if payment in respect of any Specified Ancillary Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other office, branch, affiliate or correspondent bank of the applicable Lender for such currency and if, by reason of any Change in Law, disruption of currency or foreign exchange markets,warorcivildisturbanceorotherevent,paymentofsuchSpecifiedAncillaryObligationinsuch currency or at such place of payment shall be impossible or, in the reasonable judgment of any applicable Lender(oranyofitsAffiliates),disadvantageoustosuchapplicableLender(oranyofitsAffiliates)inany material respect, then, at the election of such applicable Lender, Borrower shall make payment of such Specified Ancillary Obligation in Dollars (based upon the applicable equivalent Dollar amount of such Specified AncillaryObligation onthe dateof paymentas determinedby theAdministrative Agent)and/or in New York, Chicago or such other payment office as is designated by such applicable Lender (or its Affiliate) and, as a separate and independent obligation, shall indemnify such applicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

UponpaymentbyBorrowerofanysumsasprovidedabove,allrightsofBorroweragainst any Designated Subsidiary arising as a result thereof by way of right of subrogation or otherwise shall in allrespectsbesubordinatedandjuniorinrightofpaymenttothepriorindefeasiblepaymentinfullincash ofalltheSpecifiedAncillaryObligationsowedbysuchDesignatedSubsidiarytotheapplicableLender(or its applicable Affiliates).

Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Loan Guarantor to honor all of its obligations under the Loan Guaranty in respect of Specified Swap Obligations (provided, however, that Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article Xvoidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).Borrower intends that this paragraph constitute, and this paragraph shall be deemed to

124

constitute,a“keepwell,support,orotheragreement”forthebenefitofeachLoanGuarantorforallpurposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Nothing shall discharge or satisfy the liability of Borrower hereunder except the full performance and payment in cash of the Secured Obligations.

[SignaturePages Follow]

125

INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobeduly executed and delivered by their respective authorized officers as of the day and year first above written.

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC

Signature Page to Credit Agreement

MN8 Energy LLC