EX-10.21

Exhibit 10.21

CONSENTANDOMNIBUSAMENDMENT

ThisCONSENTANDOMNIBUSAMENDMENT(the“Amendment”),datedasofJune 13, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together with its successors, designees and assigns in such capacity, “Administrative Agent”), Natixis, New York Branch, in its capacity as the collateral agentfortheSecuredParties(togetherwithitssuccessors,designeesandassignsinsuchcapacity, “Collateral Agent”), U.S. Bank National Association, a national banking association, as the securities intermediary (in such capacity, the “Depositary”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liability company (the “Opco Borrower”, and together with the Devco Borrower, the “Borrowers”), American Beech Solar LLC, a North Carolina limited liability company (the “American Beech Project Company”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Bluebird Solar Investments”), Prairie Solar Holdings LLC, a Delawarelimitedliabilitycompany(“PrairieSolarHoldings”),PrairieSolar1,LLC,aDelaware limitedliabilitycompany(the“PrairieProjectCompany”),MN8FMGClassBLLC,aDelaware limited liability company (the “Class B Member (Bluebird)”), MN8 FMG LLC, a Delaware limited liability company (the “HoldCo (Bluebird)” and collectively with the Borrowers, American Beech Project Company, Bluebird Project Company, Bluebird Solar Investments, Prairie Solar Holdings, Prairie Project Company and Class B Member (Bluebird), the “Borrower Entities”),andtheLenderspartyhereto.Capitalizedtermsusedbutnototherwisedefinedherein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

A.WHEREAS,theBorrowershaveenteredintothatcertainCreditAgreement,dated asofDecember31,2024,asamendedbythatcertainFirstAmendmenttoCreditAgreement,dated asofMay6,2025andthatcertainSecondAmendmenttoCreditAgreement,datedJune12,2025 (the “Existing Credit Agreement”), with the financial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of credit, Administrative Agent, Collateral Agent, and the other agents and persons from time to time party thereto.

B.WHEREAS,theBorrowerEntitieshaveenteredintothatcertainGuaranty,Pledge and Security Agreement (the “Existing Security Agreement”), dated as of December 31, 2024, with the Collateral Agentand the other persons from time to time party thereto.

C.WHEREAS, certain Borrower Entities have entered into that certain Depositary Agreement (the “Existing Depositary Agreement”), dated as of January 22, 2025, with the Collateral Agent, the Administrative Agent and the Depositary.

D.WHEREAS, the applicable Project Group Members wish to enter into (or cause theirAffiliatestoenterinto)(i)thatcertainDevelopmentandPurchaseAgreementbyandbetween HoldCo (Bluebird) and Devco Borrower, substantially in the form attached hereto as Exhibit A(the “Development and Purchase Agreement”), (ii) that certain Amended and Restated Limited LiabilityCompanyAgreementofHoldCo(Bluebird)byandbetweenClassBMember(Bluebird)

andAffiliatedFMInsuranceCompany,aRhodeIslandinsurancecompany(the“TaxEquity Investor”), substantially in the form attached hereto as Exhibit B(the “LLCA”), (iii) that certain GuarantybytheSponsorinfavoroftheTaxEquityInvestorandHoldCo(Bluebird),substantially intheformattachedheretoasExhibitC(the“SponsorGuaranty”),and(iv)thatcertainInterparty Agreement (Tax Equity Investor) by and among the Tax Equity Investor, the Administrative Agent, the Collateral Agent, the Opco Borrower, the Bluebird Project Company, the Class B Member(Bluebird)andtheHoldCo(Bluebird),substantiallyintheformattachedheretoasExhibitD(the“InterpartyAgreement”andtogetherwiththeDevelopmentandPurchaseAgreement,the LLCA and the Sponsor Guaranty, the “Bluebird Tax Equity Documents”).

E.WHEREAS,MN8EnergyLLC(the“Sponsor”)hasenteredintothatcertainEquity Contribution Agreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

F.WHEREAS, in connection with the execution of the Bluebird Tax Equity Documents, the Borrowers wish to amend certain provisions of the Credit Agreement.

G.WHEREAS,pursuanttoSection7.24andSection8.18oftheCreditAgreementthe consentofallLendersisrequiredfortheapplicableProjectGroupMemberstoenterintotheTax Equity Documents.

H.WHEREAS, subject to certain exceptions, Section 12.20 of the Credit Agreement permits any provision of the Credit Agreement to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.

I.WHEREAS, Section 7.02 of the Security Agreement permits any provision of the Security Agreement to be amended if such amendment is in writing and signed by the Borrower Entities and the Collateral Agent.

J.WHEREAS,Section8.4oftheDepositaryAgreementpermitsanyprovisionofthe Depositary Agreement to be amended if such amendment is in writing and signed by the Borrowers, the Depositary, the Administrative Agent and the Collateral Agent (acting at the direction of the Administrative Agent).

K.WHEREAS, the Borrowers request that (i) the Lenders consent to the execution anddeliverybythepartiestheretooftheTaxEquityDocumentsontheAmendmentEffectiveDate and (ii) the Lenders, the Issuing Banks, the Administrative Agent and the Collateral Agent agree to amend the Credit Agreementand the Security Agreement as set forth below.

L.WHEREAS,theundersignedLendersconstitutingallLendershaveagreedtosuch consents and amendments to the Credit Agreement and the Security Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

CONSENTANDAMENDMENT

1.Consent and Agreement.

(a)Effective as of the Amendment Effective Date, the undersigned Lenders (constituting all Lenders) consent to the applicable Project Group Members (and their Affiliates) enteringintotheBluebirdTaxEquityDocuments,and(ii)approvetheupdatedBaseCaseModel.

(b)Effective as of the Amendment Effective Date, the Borrowers and the undersignedLenders(constitutingallLenders)agreethat(i)upontheexecutionoftheTaxEquity Documents, (x) the Tax Equity Effective Date under the Credit Agreement has occurred with respect to the Bluebird Project, (y) without limitation of the definition of Tax Equity Documents, the Bluebird Tax Equity Documents shall constitute Tax Equity Documents with respect to the BluebirdProjectand(z)theMaximumAmount(Bluebird)(asdefinedintheEquityContribution Agreement)hasbeenreducedto$0and(ii)theUpdatedBaseCaseModelshallconstitutetheBase Case Model.

2.Amendment.EffectiveasoftheAmendmentEffectiveDate,theBorrowerEntities, the Administrative Agent, the Collateral Agent, the Issuing Banks, the Depositary (solely with respecttoSection2(e)below)andtheundersignedLendersconstitutingallLendersherebyagree as follows:

(a)The Existing Credit Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlinedtext)assetforthinthepagesoftheCreditAgreementattachedasExhibitEhereto(the ExistingCreditAgreement,assoamendedandasmaybefurtheramended,amendedandrestated, modified or supplemented from time to time, the “Credit Agreement”).

(b)Exhibit F-2A (Form of Borrowing Date Certificate) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit Fhereto.

(c)Schedule6.1(d)(ConsentstoCollateralAssignment)totheExistingCredit Agreement is hereby amended and restated in its entirety as set forth in Exhibit Ghereto.

(d)The Existing Security Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlined text) as set forth in the pages of the Security Agreement attached as Exhibit Hhereto (the Existing Security Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”).

(e)The Existing Depositary Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlinedtext)assetforthinthepagesoftheDepositaryAgreementattachedasExhibitIhereto (theExistingDepositaryAgreement,assoamendedandasmaybefurtheramended,amendedand restated, modified or supplemented from time to time, the “Depositary Agreement”).

3.RepresentationsandWarranties.TheBorrowersandGrantorsherebyrepresentand warrant that:

(a)NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, delivery of performance of the Amendment.

(b)Each representation and warranty set forth in Article 5 of the Credit AgreementandinArticleIIIoftheSecurityAgreementistrueandcorrectinallmaterialrespects as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment EffectiveDate(or,ifstatedtohavebeenmadeonorasofanearlierdate,weretrueandcorrectin all respects on or as of such earlier date).

(c)Each Borrower Entity is duly organized and validly existing, has all requisitecorporate,limitedliabilitycompanyorpartnership(asapplicable)powerandauthorityto execute,deliverandperformthisAmendment,theCreditAgreementandtheSecurityAgreement. Each Borrower Entity is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)EachofthisAmendment,theCreditAgreementandtheSecurityAgreement (a)has been duly authorized, executed and delivered by each Borrower Entity; and (b)when executed and delivered by each Borrower Entity and each of the other parties thereto will be the legal, valid and binding obligation of such Borrower Entity, enforceable against such Borrower Entityinaccordancewithitsterms,exceptastheenforceabilitythereofmaybelimitedby (i)applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)The execution, delivery and performance by each Borrower Entity of each of this Amendment, the Credit Agreement and the Security Agreement do not and, to the Knowledge of such Borrower Entity, will not (a)violate any Applicable Law or Governmental Approval in any material respect, (b)violate any provision of the Organizational Documents of such Borrower Entity, (c)violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Borrower Entity or such Borrower Entity’s assets, or give rise to a right thereunder to require any material payment to be made by such Borrower Entity or (d)except for the Liens created pursuant to the

CreditDocuments,resultinthecreationorimpositionofanyLienonanyassetofsuchBorrower Entity.

4.Effectiveness.This Amendment shall be effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent and all the Lenders:

(a)Receipt by the Administrative Agent of an executed counterpart of this AmendmentfromeachoftheBorrowers,allLenders,theAdministrativeAgentandtheCollateral Agent (which may include a copy transmitted by facsimile or PDF or other electronic method).

(b)Delivery to the Administrative Agent of copies of certified true, complete and correct executed copies of the Tax Equity Documents substantially in the applicable forms attachedheretoasExhibitA,ExhibitB,ExhibitCandExhibitD,allofwhichshallbeinfullforce and effect on the Amendment Effective Date, as certified by the Borrowers.

(c)Each of the Effective Date (under and as defined in the Development and Purchase Agreement) and the Effective Date (under and as defined in the LLCA) shall have occurred, as certified by the Borrowers.

(d)Delivery to the Administrative Agent of an officer’s certificate from each Borrower, the Bluebird Project Company, the Class B Member (Bluebird) and the HoldCo (Bluebird),datedasoftheAmendmentEffectiveDate,certifyingasto(A)eachentity’scertificate of good standing in its state of incorporation or formation, dated as of a recent date, (B) each entity’s certificate of formation and operating agreement as then in effect and (C) a certificate of another responsible officer as to the incumbency and specimen signature of the natural persons authorized to execute and deliver each Tax Equity Document to which such entity is a party and, with respect to the Borrowers, this Amendment.

(e)Delivery to the Administrative Agent of a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of each Borrower, the Bluebird Project Company, the Class B Member (Bluebird) and the HoldCo (Bluebird) as of the Amendment Effective Date.

(f)Delivery to the Administrative Agent of opinions, in form and substance reasonably satisfactory to the Administrative Agent and all Lenders and dated as of the Amendment Effective Date, of: (i) Akin Gump Strauss Hauer & Feld LLP, special counsel to the Tax Equity Investor, addressing customary enforceability matters with respect to the Interparty Agreement and (ii) Morris James LLP, a Delaware counsel to the Loan Parties, addressing customary enforceability matters with respect to the LLCA.

(g)Delivery to the Administrative Agent of the Appraisal (as defined in the Development and Purchase Agreement) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(h)DeliverytotheAdministrativeAgentoftheTitlePolicyandthePreliminary Survey (each as defined in the Development and Purchase Agreement) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(i)Delivery to the Administrative Agent of an updated Base Case Model (the “UpdatedBaseCaseModel”),informandsubstancereasonablyacceptabletotheAdministrative Agent and all Lenders.

(j)Delivery to the Collateral Agent of the original physical membership interest certificates representing (i) all issued and outstanding “Class B” membership interests in theHoldCo(Bluebird)heldbytheClassBMember(Bluebird)and(ii)allissuedandoutstanding membership interests in the Bluebird Project Company held by the HoldCo (Bluebird).

(k)Paymentofallfees,costsandotherexpenses(includingallreasonablyout-of-pocketcosts,feesandexpenses(includinglegalexpenses))andallotheramountsthendueand payable by the Borrowers pursuant to the Credit Agreement.

(l)TherepresentationsandwarrantiessetforthinSection3aretrueandcorrect in all material respects as of the Amendment Effective Date; provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment Effective Date.

(m)NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, deliver and performance of this Amendment.

5.Post-Amendment Effective Date Covenant. The Borrowers and Grantors hereby covenant to, within three (3) days after the Amendment Effective Date, deliver to the Administrative Agent a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of the Tax Equity Investor.

6.Reaffirmation of Security. Each Loan Party party hereto hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continueinfullforceandeffectandthatallofitspaymentobligations,guarantees,pledges,grants of security interests and other obligations, as applicable, under and subject to the terms of such Credit Documents shall be valid and enforceable and shall not be impaired or limited by the executionoreffectivenessofthisAmendmentoranyofthetransactionscontemplatedherebyand (b)confirmsthesecurityinterestsintheCollateralgrantedbyitpursuanttotheapplicableSecurity Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

7.CreditDocument.ThisAmendmentconstitutesa“CreditDocument”forpurposes of the Credit Agreement. From and after the Amendment Effective Date, all references to the Credit Agreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amendedbythisAmendment.FromandaftertheAmendmentEffectiveDate,allreferencestothe Security Agreement in the Credit Documents shall be deemed to refer to the Security Agreement as amended by this Amendment.

8.Governing Law.This Amendment, and the rights and duties of the parties hereto, shall be construed and governed in accordance with the laws of the State of New York.

9.Miscellaneous.Sections 12.27 (Governing Law), Sections 12.28 (Severability of Provisions), 12.35 (Limitation on Liability), 12.31 (Submission to Jurisdiction; Waiver of Jury Trial), 12.33 (Confidentiality) and 1.2 (Interpretation) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

10.Headings.AllheadingsinthisAmendmentareincludedonlyforconvenienceand easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.

11.Binding Nature and Effect.This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

12.Counterparts.ThisAmendmentmaybeexecutedinmultiplecounterparts,eachof which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

13.Electronic Execution.This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in GlobalandNationalCommerceAct,stateenactmentsoftheUniformElectronicTransactionsAct, and/or any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,orotherelectronicsignature,ofanypartyandshallhavenodutytoinvestigate,confirm or otherwise verify the validity or authenticity thereof.For avoidance of doubt, original manual signaturesshallbeusedforexecutionorindorsementofwritingswhenrequiredundertheUCCor other Signature Law due to the character or intended character of the writings.

14.No Modification; No Other Matters.Except as expressly provided for herein, the terms and conditions of the Operative Documents shall continue unchanged and shall remain in fullforceandeffect.Theconsentandamendmentgrantedhereinshallapplysolelytothematters setforthhereinandtotheextentexpresslysetforthhereinandsuchconsentandamendmentshall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such consent and amendment apply to any other matters.Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.

15.DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects the Administrative Agent to, on the Amendment Effective Date, execute this Amendment.The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.

16.Direction to the Collateral Agent.Each of the undersigned Lenders and the Administrative Agent hereby directs the Collateral Agent to, on the Amendment Effective Date, executethisAmendmentandtheInterpartyAgreement.TheCollateralAgentshallhaveallofthe rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

[SIGNATUREPAGESTOFOLLOW]

INWITNESSWHEREOF,theundersigned,bytheir officersthereuntodulyauthorized, have duly executed this Amendment as of the date first written above.

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND OMNIBUS AMENDMENT TO CREDIT AGREEMENT

EXHIBIT A

DevelopmentandPurchase Agreement

DEVELOPMENTANDPURCHASEAGREEMENT

by and between

MN8FMGLLC,

aDelawarelimitedliabilitycompany

and

MN8DEVCO3LLC,

aDelawarelimitedliabilitycompany

Dated as of June 13, 2025

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DEVELOPMENTANDPURCHASEAGREEMENT

ThisDEVELOPMENTANDPURCHASEAGREEMENTismadeandenteredintoasof June 13, 2025, by and between MN8 DevCo 3 LLC, a Delaware limited liability company (the “Seller”), and MN8 FMG LLC, a Delaware limited liability company (the “Purchaser”). The use of“Party”hereinmeanseitherSellerorPurchaser,and“Parties”meansbothSellerandPurchaser.

RECITALS

1.Sellerisinthebusinessofdevelopingsolarenergy generatingprojects.

2.Seller and its Affiliates are experienced in all aspects of developing solar energy generating projects, including the procurement of equipment and services for the design, engineering, installation, commissioning, construction and testing of utility-scale solar power plants.

3.Seller owns one hundred percent (100%) of the Project Company, and the Project Company owns one such solar power plant.

4.PurchaserdesiresthatSellerselltheProjectCompanytoPurchaser,andSeller desires to sell the Project Company to Purchaser.

5.In order to facilitate such purchase, the Parties wish to enter into this Agreement. NOW,THEREFORE,inconsiderationoftherespectiverepresentations,warranties,

covenants,agreementsandconditionshereinaftersetforth,andothergoodandvaluable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINEDTERMS

1.1DefinedTerms.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in this Section 1.1of the LLC Agreement. As used herein, the following terms have the following meanings:

“Affiliate”means,withrespect toanyPerson, aPersonthat,directlyorindirectlythrough oneormoreintermediaries,Controls,isControlledbyorisundercommonControlwiththePerson specified;provided,however,thatPurchasershallnotbeconsideredtobeanAffiliateofSellerfor purposes of this Agreement.

“Agreement” means this Development and Purchase Agreement, together with all schedules and exhibits hereto, as amended, amended and restated, supplemented or otherwise modified from time to time.

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“Anti-Money Laundering Laws” means (a) the Uniting and Strengthening America by ProvidingAppropriateToolsRequiredtoInterceptandObstructTerrorism (USAPATRIOT)Act of 2001 and the Bank Secrecy Act; (b) Canadian laws related to money laundering, terrorism financing,oranyfinancialrecord-keeping,andreportingrequirementsrelatedthereto;and(c)any other Applicable Laws in any jurisdiction in which the Sponsor Party, the Project Company or theirAffiliatesarelocatedordoingbusinessthatrelatedtomoneylaundering,terrorismfinancing, or any financial record-keeping, and reporting requirements related thereto.

“Applicable Laws” means all applicable laws of any Governmental Authority, including, without limitation, laws relating to consumer leasing and protection and any ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Governmental Authority and constitutions, treaties, codes, rules and regulations of any Governmental Authority.

“Applicable Model” means, prior to the Purchase Date, the Base Case Model, and thereaftertheBaseCaseModelasupdatedpursuanttoSection2.4(p)(ii),Section2.4(x),orSection2.5(l)(ii)of this Agreement or Section 4.1(b) or Section 6.1(b)(iii) of the LLC Agreement, or the True-Up Base Case Model delivered pursuant to Section 2.2(e)of this Agreement, as applicable.

“Appraisal” means an appraisal from Appraiser, in form and substance reasonably satisfactorytoInvestorandClassBMembers,fortheProjectshowingthefairmarketvalueofthe System, the System’s economic useful life and other customary conclusions, including a cost segregation analysis with respect to such System.

“Appraiser” means Marshall & Stevens Incorporated (to the extent engaged by Investor) oranother nationally recognized third-party appraiserthat (i) is qualified toappraise independent electric generating businesses, and (ii) reasonably acceptable to and engaged by Investor.

“As-Built ALTA Survey” means a survey for the Project site, substantially in the same formasthePreliminarySurvey,however,showingallfinalas-builtlocationsoftheimprovements comprising the Project, and in form and substance reasonably satisfactory to Purchaser, Investor and the Title Company.

“AssetManagementAgreement”meansthatcertainAssetManagementAgreementbyand amongAssetManager,PurchaserandtheProjectCompanytobeenteredintoafterthedatehereof but prior to Final Funding Payment Date.

“AssetManager”meansGSRPServicesLLC,Delawarelimitedliabilitycompany,orany successor thereto.

“Assets” means, with respect to any Person, all right, title and interest of such Person in land, properties, buildings, improvements, fixtures, foundations, assets and rights of any kind, whether tangible or intangible, real, personal or mixed, including contracts, equipment, systems, booksandrecords,proprietaryrights,intellectualproperty,Permits,rightsunderorpursuanttoall warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

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“Assignment,AssumptionandTransferAgreement”isdefinedinSection2.3(b)(2).

“BaseCaseModel”isdefinedin theLLC Agreement.

“BenefitPlan”meansanyemployeebenefitplan,asthattermisdefinedinSection3(3)of ERISA, or other material pension, bonus, profit sharing, stock option or other agreement or arrangement providing for employee remuneration or benefits, including a multi-employer plan, as that term is defined in Section 4001(a)(3) of ERISA.

“Books and Records” means minute books (or similar records), membership interest certificates, membership interest transfer ledgers and Charter Documents, in each case of or with respect to the Project Company.

“Business Day” means any day other than Saturday, Sunday and any other day on which banks in the State of New York are authorized to be closed.

“CapitalContribution”isdefinedintheLLCAgreement.

“ChangeinTaxLaw”means(a)anyamendmentorchangetotheCode,(b)anyamendment or change to the Treasury Regulations (including the issuance or promulgation of temporary regulations)thatappliesanewordifferentinterpretationoranalysisofanyprovisionoftheCode, any other applicable federal Tax statute, or any temporary or final Treasury Regulations promulgated thereunder, (c) any binding ruling or guidance of general applicability from the IRS or the U.S. Department of Treasury that applies, advances or articulates a new or different interpretation or analysis of any provision of the Code or any other applicable federal tax statute, and(d)anydecisionofafederalcourtthathasnotbeenreversedbyahigherfederalcourtinregard toU.S.federalincometaxlaw,ineachcaseof(a)through(d),thatwouldreasonablybeexpected tomateriallyadverselyaffectthefederalincometaxconsequencesshownor assumedintheBase CaseModel(butwithoutregardtoanyeffectontheClassAMember’scapacitytousetaxbenefits or realize actual tax savings therefrom, including as a result of a member-level limitation or imposition of any base erosion and anti-abuse tax or minimum tax).

“ChangeOrder”isdefinedinSection2.2(c).

“CharterDocuments”means,withrespecttoany Person,allformationand organizational documents and all limited liability company agreements, member agreements, charter, articles or constitutivedocumentsorsimilarcontracts relating totheownershiporgovernanceofsuchPerson.

“Circuit”hasthemeaningsetforthintheEPCContract.

“Class A Member” is defined in the LLC Agreement.

“ClassAMembershipInterest”isdefinedintheLLCAgreement.

“Class B Member” is defined in the LLC Agreement.

“ClosingDocuments”isdefinedinSection2.3(b).

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“ClosingExpenses”isdefinedintheLLCAgreement.

“ClosingNoticeandCertificate”isdefinedinSection2.3(b)(1).

“Code” means the Internal Revenue Code of1986, as amended, or any successor federal tax statute.

“Collateral Agent” is defined in the Credit Agreement.

“CommercialOperationDate”isdefinedintheOfftakeAgreement.

“CommissioningPlan”meansthatcertainCommissioningPlan,KY100Bluebird,Version 0.1, dated January 26, 2025, by EPC Contractor and noted as presented by Matt Nelson.

“Completion Certificate” means a certificate signed by an authorized officer of the Seller in substantially the form of Schedule 4.

“CompletionDeadline”meansDecember1,2025.

“Control” means, with respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of such Person’s management or policies, whether through the ownership of voting securities, by contract or otherwise.

“CreditAgreement”isdefinedintheLLCAgreement.

“Easements”means,collectively,allagreementscreatinganeasementorsimilarservitude on real property granting the Project Company rights necessary to build and operate the Project.

“Effective Date” means the date on which this Agreement is executed and delivered by each of the Parties hereto and the conditions set forth in Section 1.3shall have been satisfied.

“Energy Community Adder” means the increase in credit rate related to energy communities described in Section 48(a)(14) of the Code.

“Energy Management Agreement” means that certain Energy Management Agreement, dated as of December 4, 2023, by and between the Project Company and Energy Manager.

“EnergyManager”meansTenaskaPowerServicesCo.

“Energy Property” is defined in Section 3.1(g)(2).

“Environmental Claim” means any suit, action, litigation, cause of action, complaint, petition, claim, audit, inquiry, written notice of violation or non-compliance, consent order, consent decree or proceeding before any Governmental Authority or arbitral body, or otherwise brought or made by a Governmental Authority or other third party (a)arising pursuant to any EnvironmentalLaw,(b)inconnectionwithanyactualorallegedviolationof,orliabilitypursuant to, any Environmental Law, (c)in connection with any Hazardous Substance, including the

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presence or Release of, or exposure to, any Hazardous Substance or (d)in connection with any actualorallegeddamage,injury,threatorharmto(i)healthorsafetyregulatedunderany EnvironmentalLaw,(ii)naturalresources,(iii)endangered,threatened,listedorprotectedspecies or habitat or (iv) the environment.

“EnvironmentalConsultant”meansCivil&EnvironmentalConsultants,Inc.,orsuchother environmental consultant approved by Investor.

“Environmental Law” means all Applicable Laws pertaining to the protection of the environment, public health and safety, human health or safety (to the extent it relates to the handlingofandexposuretoHazardousSubstances),orprotectionofnaturalresources,including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of1980(42U.S.C.§9601etseq.),theSuperfundAmendmentsandReauthorizationActof1986, the Emergency Planning and Community Right to Know Act (42 U.S.C. § 11001 et seq.), the Resource Conservation and Recovery Act of1976 (42 U.S.C. § 6901 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. § 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Endangered Species Act (16 U.S.C. § 1531 et seq.), the Migratory Bird Treaty Act (16 U.S.C. § 703 et seq.), the Bald and GoldenEagleProtectionAct(16U.S.C.§668etseq.),theOilPollutionActof1990(33U.S.C.§ 2701 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), and the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.) to the extent that it relates to the handling of and exposure to hazardous or toxic materials or similar substances, and any similaroranalogousstateandlocalstatutesorregulationspromulgatedthereunder,anddecisional law of any Governmental Authority, as each of the foregoing may be amended or supplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Law” relates.

“Environmental Report” means a Phase I Environmental Assessment, prepared in accordance with ASTM standards by the Environmental Consultant.

“EPCContract”meanstheEngineering,ProcurementandConstructionAgreement,dated August 25, 2023, by and between the Project Company and EPC Contractor, as amended by that certain Amendment No. 1 to Engineering, Procurement and Construction Agreement dated as of September 13, 2024 by and between the Project Company and EPC Contractor.

“EPCContractor”meansDEPCOMPower, Inc.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “FairMarketValue”means,withrespecttoanyasset,thepriceatwhichtheassetwould changehandsbetweenawillingbuyerandawillingsellerasiftheassetwassoldinanarms-length transaction, neither being under any compulsion to buy or to sell, both having reasonable knowledge of the relevant facts, as determined by the Appraiser.

“FERC”meanstheFederalEnergyRegulatoryCommissionoranysuccessoragency.

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“Final Determination” means the earliest to occur of: (a)a decision, judgment, decree or otherorderbyanycourtofcompetentjurisdiction,whichdecision,judgment,decreeorotherorder has become final after all allowable appeals (other than appeals to the United States Supreme Court) by either party to the action have been exhausted or the time for filing such appeals has expired, (b)a closing agreement entered into (i) under Section7121 of the Code or any other settlementagreemententeredintoinconnectionwithanadministrativeorjudicialproceedingand (ii)with the written consent of the Seller (such consent not to be unreasonably withheld, conditionedordelayed),(c)theexpirationofthetimeforinstitutingsuitwithrespecttotheclaimed deficiency, or (d)the expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit with respect thereto.

“Final Funding Payment” means an amount equal to the Fair Market Value of the Project asindicatedinthefinalAppraisaldeliveredpursuanttoSection2.5(w)lessanamountequaltothe sum of (A) the Funding Date Indebtedness plus (B) the Initial Funding Payment.

“FinalFundingPaymentDate”meansthedateonwhichtheFinalFundingPaymentisdue for the System as specified in the Payment Request.

“Final Funding Payment Date Certificate” means the certificate substantially in the form attached hereto as Schedule 13.

“Financing Documents” is defined in the LLC Agreement.

“Financing Parties” is defined in the LLC Agreement.

“FixedTaxAssumptions”isdefinedintheLLCAgreement.

“FPA” meanstheFederalPowerAct,as amended,and FERC’simplementingregulations thereunder.

“FundingDateIndebtedness”isdefinedinSection2.3(a).

“Funds Flow Memorandum” means the flow of funds memorandum dated as of the Purchase Date or the Final Funding Payment Date, as applicable, setting forth the amounts to be paid on or prior to such date, pursuant to Section 2.1, which memorandum shall be reasonably satisfactorytotheInvestorandshallincludetheexactamountstobepaidonorpriortosuchdate, and the Persons (and the account information related thereto) to whom such amounts are to be paid.

“GAAP”isdefinedintheLLC Agreement.

“Geotechnical Report” means, collectively (a) that certain Geotechnical Testing Report dated May 11, 2023 prepared by NOVA Engineering and Environmental, LLC for EPC Contractor, (b) that certain Report of Geotechnical Exploration dated January 2023 prepared by AmericanEngineers, Inc.,(c)thatcertainGeotechnicalEngineeringReportdated April28,2023, prepared by Terracon for Substation EPC Contractor,and (d) that certain Report of Geotechnical Exploration, dated October 2020, prepared by American Engineers Inc.

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“GoodUtilityPractice”isdefinedintheLLCAgreement.

“Government Incentive” means any pollution control allowance, carbon credit, REC or other government subsidy given to owners of solar power plants, not including the Tax Credits and MACRS Deductions.

“GovernmentalApproval”isdefinedintheLLCAgreement.

“Governmental Authority”means any foreign, federal, state, local or other governmental, regulatoryoradministrativeagency,court,commission,department,boardorothergovernmental subdivision, legislature, rulemaking board, tribunal, arbitrating body or other governmental authorityorindependentsystemoperator/regionaltransmissionorganizationalhavingjurisdiction or effective control over Seller, Purchaser or the System or the Project, including, without limitation,theKentuckyPublicServiceCommission,PJMInterconnection,L.L.C.,andtheNorth American Electric Reliability Corporation and any applicable regional entity.

“Guaranteed Commercial Operation Date” is defined in the Offtake Agreement.

“HazardousSubstances”meansanyhazardousortoxicmaterial,substanceorwaste, pollutantorcontaminantasdefinedorregulatedunderapplicableEnvironmentalLaws,including petroleum, petroleum distillates, petroleum products, natural gas, radon, asbestos or asbestos-containing materials, per- or polyfluoroalkyl substances, polychlorinated biphenyls and radioactive materials.

“Indebtedness”isdefinedintheLLCAgreement.

“IndemnifyingParty”isdefinedinSection4.6(a).

“Indemnitee” is defined in Section 4.6(a).

“IndependentAccountingFirm”isdefinedintheLLCAgreement.

“Independent Engineer” means Black & Veatch.

“Initial Capital Contribution” is defined in the LLC Agreement.

“InitialClassAFundingAmount”isdefinedintheLLCAgreement.

“InitialClassBFundingAmount”isdefinedintheLLCAgreement.

“Initial Funding Conditions Precedent” is defined in Section 2.4.

“InitialFundingPayment”meansanamountequaltothesumofthe(i)InitialClassA Funding Amount plus (ii) the Initial Class B Funding Amount.

“InsuranceConsultant”meansMandyMcNeilInternationalLimited.

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“Insurance Report” means that certain Insurance Report on Bluebird Solar, a 137 MWdc Solar PV Project, dated June 13, 2025, prepared by the Insurance Consultant.

“Interconnection Agreement” means, collectively, (a) that certain Interconnection Construction Service Agreement, dated as of January 19, 2021, by and among the Project Company,PJMInterconnection,L.L.C.,andEastKentuckyPowerCooperative,Inc.,and(b)that certain Interconnection Service Agreement, dated as of July 1, 2021, by and among the Project Company, PJM Interconnection, L.L.C., and East Kentucky Power Cooperative, Inc., each as amended by that certain Agreement to Amend among the parties dated as of June 27, 2023.

“Interparty Agreement” means that certain Interparty Agreement, dated as of June 13, 2025, by and among Affiliated FM Insurance Company, a Rhode Island insurance company (together with its successors, designees and permitted assigns), Natixis, New York Branch, in its capacityasadministrativeagentforthelenders(togetherwithitssuccessors,designeesandassigns in such capacity) and Natixis, as collateral agent for the Secured Parties (together with its successors, designees, and assigns in such capacity), MN8 Bleeker LLC, a Delaware limited liability company, Bluebird Solar LLC, a Kentucky limited liability company, MN8 FMG Class B LLC, a Delaware limited liability company, MN8 FMG LLC, a Delaware limited liability company, and MN8 DevCo 3 LLC, a Delaware limited liability company.

“Investor”isdefinedintheLLCAgreement.

“InvestorContributionCap”isdefinedintheLLCAgreement.

“IRBAssignments”means:(i)theAssignmentofOperatingContracts,Permits,Licenses, Warranties and Other Agreements; (ii)the Assignment of Lease Agreement; and (iii)the Assignment of Solar Ground Leases to be entered into substantially in the forms attached hereto as Exhibit N-1.

“IRBBillofSale”meanstheBillofSaleconveyingpersonalpropertytotheIRBIssuerin connection with the closing of the IRB Transaction, substantially in the form attached hereto as Exhibit N-2.

“IRBDeed”meanstheGeneralWarrantyDeedconveyinganyownedrealpropertytothe IRBIssuerinconnectionwiththeclosingoftheIRBTransaction,substantiallyintheformattached hereto as Exhibit N-3.

“IRBDocuments”meanstheIRBPurchaseAgreement,theIRBAssignments,theIRBBill of Sale, the IRB Deed, the IRB Lease and the IRB PILOT Agreement.

“IRBIssuer”meansCountyofHarrison,Kentucky.

“IRB Lease” means the Lease between the IRB Issuer, as landlord, and the Project Company, as tenant, of the assets transferred to the IRB Issuer in connection with the IRB Transaction, substantially in the form attached hereto as Exhibit N-4.

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“IRB PILOT Agreement” means the Payment in Lieu of Taxes Agreement between the Project Company and the IRB Issuer executed in connection with the IRB Transaction, substantially in the form attached hereto as Exhibit N-5.

“IRB Purchase Agreement” means the Bond Purchase Agreement by and among the IRB Issuer,theIRBSPV,asservicingagentandaspurchaser,andtheProjectCompany,tobeentered into in connection with the IRB Transaction, substantially in the form attached hereto as ExhibitN-6.

“IRBSPV”meansBluebirdSolarInvestmentsLLC,aKentuckylimitedliabilitycompany.

“IRB Transaction” means the issuance of the industrial revenue bonds not to exceed an aggregate principal amount of $220,000,000 as described in Ordinance 357. Series 2023, first approved by the Fiscal Court of Harrison County, Kentucky at its duly convened meeting on August22,2023,andapprovedatasecondreadingatitsdulyconvenedmeetingonSeptember12, 2023.

“IRS”meanstheInternalRevenueService.

“Leases” means, collectively, all agreements creating a leasehold estate in real property granting the Project Company rights necessary to build and operate the Project, including such agreements set forth on Schedule 6attached hereto.

“Lien” means with respect to any property of any Person, any mortgage, lien, pledge, charge, lease, easement, servitude, security interest, fiduciary or conditional assignment, sale or transfer or encumbrance of any kind in respect of such property of such Person. For purposes of thisAgreementandtheotherTransactionDocuments,aPersonshallbedeemedtoownsubjectto aLienany propertythatithasacquiredorholdssubjecttotheinterestofavendororlessorunder any conditional sale agreement, capital lease or other title retention agreement relating to such property.

“LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Purchaser, made and entered into as of the date hereof.

“Loss” means any claim (including Third Party Claims), demand, suit, loss, liability, damage, obligation, payment, charge, cost, fee, Tax, penalty or expense (including, without limitation,thecost and expenseof any action,suit,proceeding,assessment,judgment,settlement or compromise relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith).

“MACRS Deductions” means the accelerated cost recovery deductions assumed in the Base Case Model to be available to the Project Company in respect of the Project.

“Managing Member” is defined in the LLC Agreement.

“MaterialAdverseChange”isdefinedintheLLCAgreement.

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“Maximum Liability” is defined in the LLC Agreement.

“Mechanical Completion” means (i) with respect to a Circuit, “Circuit Mechanical Completion” as certified by the EPC Contractor in accordance with the EPC Contract, and “Mechanical Completion” as certified by the Substation EPC Contractor in accordance with the Substation EPC Contract.

“Member”isdefined intheLLC Agreement.

“ModuleSupplier”meansJinkoSolar(U.S.)Industries Inc.

“Module Supply Agreement” means, the Project Module Supply Agreement, dated as of May16,2023,byandbetweentheProjectCompanyandtheModuleSupplier,asamendedbythat certain First Amendment to Project Module Supply Agreement, dated as of January 17, 2024.

“MW”meansmegawatt.

“O&M Agreement” is defined in the LLC Agreement.

“O&MServiceProvider”isdefinedintheLLCAgreement.

“Offtake Agreement” means the Amended and Restated Virtual Power Purchase AgreementbetweentheProjectCompany,asseller,andtheOfftaker,asbuyer,datedOctober23, 2023.

“Offtaker”meansJ.Aron&Company,LLC.

“Ordinary Course of Business” means the ordinary conduct of business consistent with custom and practice for solar energy generating businesses in the United States (including with respect to quantity and frequency).

“Party”or“Parties”isdefinedinthePreamble.

“PaymentRequest”meansarequestforpaymentunderthisAgreementintheformattached hereto as Schedule 2.

“Performance Tests” means each and every test required to achieve “Substantial Completion” (as defined in the EPC Contract) and “Substantial Completion” (as defined in the Substation EPC Contract) of the Project.

“Permit”isdefinedinthe LLCAgreement.

“PermittedLiens”means(a)Liensfortaxesnotyetdueorthatarebeingcontestedingood faith by appropriate proceedings, to the extent adequate reserves have been made consistent with GAAP, (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, employees’, contractors’, operators’, vendors’ or other similar Liens or charges securing the payment of expensesnotyetdueandpayable(totheextentadequatereserveshavebeenmadeconsistentwith

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GAAP) that are incurred in the Ordinary Course of Business, (c) minor title imperfections, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances on or with respect to real property that do not secure Indebtedness or materially interfere with the ordinary conduct of the Purchaser’sbusiness,orthedevelopmentoroperationoftheProject,(d)Liensincurredordeposits made in the Ordinary Course of Business in connection with workers’ compensation, unemployment or other social security or to secure performance of statutory obligations, surety bonds, performance bonds and other similar obligations, (e) Liens created by or pursuant to the Transaction Documents, Project Documents or Permits, (f) prior to the Final Funding Payment Date, Liens created by or pursuant to the Financing Documents, (g) Liens that are exceptions to theTitlePolicyProFormawhichhavereasonablybeenapprovedbyPurchaser(or,followingthe issuance thereof, the title insurance policy), (h) judgment Liens which do not involve immediate forfeiture of the Project and do not exceed $250,000 and for which adequate reserves have been made consistent with GAAP and which are being contested in good faith by appropriate proceedings,(i)Liensagainstdepositorsecuritiesaccountsinfavorofthebankorotherfinancial institution at which such accounts are held arising by operation of Applicable Law relating to bankers’ liens or right of set-off or similar rights and (j) any other Liens agreed to in writing by the Seller and the Purchaser.

“Person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization or Governmental Authority.

“PIS Commissioning Activities” means each of the (i) synchronization of any portion of the Project with the power grid, (ii) closing of any circuits between any inverter and any solar modules, and (iii) activities described in Sections 5.2.3.3, 5.2.3.4, 5.2.4 or 5.2.5 of the Commissioning Plan.

“PlacedinService”isdefinedintheLLCAgreement.

“PlacedinServiceDate”meansthedatetheSystemisPlacedinService.

“Post-Closing Expenses” is defined in the LLC Agreement.

“Preliminary Survey” is defined in Section 1.3(s).

“Project”meanstheSystem,asfurtherdescribedinSchedule1,andallotherrelatedrights applicable thereto, including, without limitation, all parts and manufacturer’s warranties, and all PermitsandRealPropertyRightsnecessaryforaccessto andtheoperation oftheSystem, and,to theextentnottransferredtotheOfftaker,allrightspursuanttoanyrelatedGovernmentIncentives, consistent with the Offtake Agreement.

“ProjectCompany”meansBluebirdSolarLLC,aKentuckylimitedliabilitycompany.

“Project Document” means the Offtake Agreement, the O&M Agreement, the Asset Management Agreement, the EPC Contract, the Substation EPC Contract, the Module Supply Agreement, the IRB Documents, the Energy Management Agreement, all Real Property

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Documents, the Interconnection Agreement, any other interconnection or transmission-related agreements and any other written contract entered into after the date hereof that is listed in Schedule 6herein or is reasonably expected to have obligations, liabilities or revenues in excess of Two Hundred Fifty Thousand Dollars ($250,000) in any year.

“ProjectIndebtedness”meansalloutstandingindebtedness(includingaccruedandunpaid interest thereon) under the Financing Documents as of the Initial Funding Date.

“ProjectPurchasePrice”isdefinedinSection2.3(a).

“Proposed Change in Tax Law” means on or after the Effective Date, (a) any proposed federalincomeTaxlegislationthatis(i)passedbyeitherhouseoftheUnitedStatesCongressor (ii)reportedoutoftheHouseWaysandMeansCommitteeortheSenateFinanceCommitteeand, ineithercase,that(A)isreasonablylikelytobeenacted(takingintoaccount,forthispurpose,any publicly available information at thetimepublished, issued, disseminated,or otherwise officially sharedbyCongress,theExecutiveBranch,oranyotherrelevantGovernmentalAuthority),and (B)ifenactedwouldbeaChangeinTaxLaw,or(b)anyproposedTreasuryRegulationthatapplies anewordifferentinterpretationoranalysisofanyprovisionoftheCode,unless,inthecaseofthis clause(b),thereisnoreasonableexpectationofsuchproposedTreasuryRegulationbeingfinalized or issued.

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

“Purchase”meansthepurchaseoftheProjectCompanybythePurchaserpursuantto Section 2.1(a).

“PurchaseDate”meansthedatethattheInitialFundingPaymentismadebythePurchaser.

“Purchaser” is defined in the Preamble.

“PurchaserIndemnifiedParties”isdefinedinSection4.3(a).

“Real Property Documents” means each of the contracts or agreements constituting an estate or interest in any portion of the real property required to install and operate the Project, including, without limitation, the Leases, Easements and other agreements identified as Real Property Documents on Schedule 6.

“RealPropertyRights”isdefinedinSection3.1(n).

“REC” is defined in the LLC Agreement.

“RecapturePeriod”isdefinedintheLLCAgreement.

“Release”meansanyspilling,leaking,pumping,pouring,emitting,emptying,discharging, injecting,escaping,leaching,dumping,disposing,abandoningormigrating intotheenvironment.

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“Sanctioned Country” means, at any time, a country, region or territory that is itself the subjectortargetofanycomprehensiveSanctions(currently,Crimea,Cuba,Iran,NorthKoreaand Syria).

“SanctionedPerson”means,atanytime,(a)anyPersonlistedinanySanctions-relatedlist of designated Persons maintained by United States Department of Treasury Office of Foreign Assets Control, the U.S. Department of State, or any other Sanctions authority, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned, fifty percent (50%) or more, individually or in the aggregate, or controlled by any such Person or Persons described in the foregoing clause (a), such that such Person is subject to the same prohibitions or restrictions as set forth in clause (a).

“Sanctions” means economic or financial sanctions imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the United States DepartmentofTreasuryOfficeofForeignAssetsControlortheU.S.DepartmentofState;(b)the Canadian government; and (c) the relevant sanctions authorities in the European Union, United Kingdom and United Nations Security Council.

“Seller”isdefinedinthe Preamble.

“SellerIndemnifiedParties”isdefinedinSection 4.4.

“Seller’sKnowledge”means,withrespecttoSeller,theactualknowledge,afterreasonable inquiry, of the individuals listed on Schedule 9.

“Sponsor” is defined in the LLC Agreement.

“SponsorGuaranty”isdefinedintheLLCAgreement.

“Sponsor Member” is defined in the LLC Agreement.

“SponsorTransactionParties”isdefinedintheLLCAgreement.

“StartofConstructionCertificate”meansacertificatedeliveredbyanauthorizedofficerof Seller in the form attached hereto as Exhibit L.

“Subsidiary”isdefinedintheLLC Agreement.

“Substation”meansthe“Substation”asdefinedintheSubstationEPC Contract.

“Substation EPC Contract” means the HV Engineering, Procurement and Construction Agreement,datedasofDecember19,2023,byandbetweentheProjectCompanyandSubstation EPC Contractor.

“SubstationEPCContractor”meansRESSystem3,LLC.

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“SubdivisionApproval”meansapprovalbytheHarrisonCountyPlanningCommissionor itsPlanningDirectorof platsdepictingsubdividedleasedparcelsinaccordancewithKRS100.277.

“System” means the approximately 137 MWdc/100MWac solar project in Harrison County, Kentucky.

“TargetReturns”isdefinedintheLLCAgreement.

“Tax”or“Taxes”(andwithcorrelativemeaning“Taxable”and“Taxing”)isdefinedinthe LLC Agreement.

“TaxBenefits”isdefinedintheLLCAgreement.

“Tax Credits” is defined in the LLC Agreement.

“TCI Limit” is defined in the LLC Agreement.

“TCI Policy” is defined in the LLC Agreement.

“Tax Loss” is defined in Section 4.3(b).

“TaxReturn”isdefinedintheLLC Agreement.

“Term”meanstheperiodcommencingontheEffectiveDateandendingupontermination pursuant to ARTICLE 4.

“Third Party Claim” is defined in the LLC Agreement. “TitleCompany”meansStewartTitleGuarantyCompany.

“Title Policy” is defined in Section 1.3(s).

“TitlePolicyProForma”meansatitlepolicyproformaintheformattachedasExhibitM in respect of the Project.

“Transaction” means the transactions described in and contemplated by the Transaction Documents.

“Transaction Documents” means this Agreement, the LLC Agreement, the O&M Agreement,theAssetManagementAgreement,theInterpartyAgreement,theClosingNoticeand CertificateorothercertificatedeliveredpursuanttothisAgreement,theSponsorGuarantyandthe Assignment,AssumptionandTransferAgreementexecutedanddeliveredpursuanttothisAgreement.

“Transmission and Market Study Report” means that certain Congestion and Curtailment Assessment for Bluebird Solar Project, dated as of October 5, 2023, prepared by ICF Resources, LLC.

“TreasuryRegulations”isdefinedintheLLCAgreement.

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“True-Up Base Case Model” is defined in Section 2.2(e).

“UCC” is defined in the LLC Agreement.

“Warranty”isdefinedin Section3.4.

1.2Construction.

(a)As used in this Agreement and in any certificate or other documents made or delivered pursuant hereto or thereto, financial and accounting terms not defined in this Agreementorinanysuchcertificateorotherdocument,andfinancialandaccountingtermspartly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of financial and accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such certificate or other document shall control.

(b)The words “hereof”, “herein”, “hereunder”, and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisionofthisAgreement.ReferencestoaSectionorSchedulecontainedinthisAgreementare references to a Section or Schedule, as applicable, in this Agreement unless otherwise specified. The term “including” shall mean “including without limitation”.

(c)The definitions contained in this Agreement are applicable to the singular aswellasthepluralformsofsuchtermsandtothemasculineaswellastothefeminineandneuter genders of such terms.

(d)Anyagreement,instrumentorstatutedefinedorreferredtohereinorinany instrument or certificate delivered in connection herewith means such agreement, instrument or statuteasfromtimetotimeamended,amendedandrestated,supplementedorotherwisemodified and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

(e)AnyreferencestoaPersonarealsotoitssuccessorsandpermittedassigns.

(f)References to “days” shall mean calendar days, unless the term “Business Days”shallbeused.Unlessotherwisestated,ifanypaymentisdueonadaythatisnotaBusiness Day, such payment due date shall be extended to the next succeeding Business Day.

(g)References to documents or agreements to be “dated and released” as of a certain date shall only be released subject to the responsible party’s consent.

1.3ConditionsforEffectiveness.

The occurrence of the Effective Date is subject to the satisfaction of the conditions precedent set forth below (providedthat the execution of this Agreement by each Party and the delivery of such executed copy to each other Party evidences the satisfaction or waiver (by each

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Party)ofeachsuchcondition;provided,however,thatsuchexecutionshallnotactasawaiverof, or otherwise affect, any rights and remedies arising from any breach by any Party of its representations and warranties set forth herein or in any certificates delivered pursuant to this Agreement as of the Effective Date):

(a)(i) The Transaction Documents (other than (A) the Closing Notice and Certificate, the Completion Certificate and each officer or manager certificate to be delivered pursuant to Sections 2.4and 2.5, (B) the Assignment, Assumption and Transfer Agreement, and (C) the Interparty Agreement, in each case solely to the extent not executed as of the Effective Date),havebeenexecutedbyeachpartythereto,andareinfullforceandeffectandnodefaultor event of default has occurred and is continuing thereunder, and (ii) the Project Documents have been executed by each party thereto, and are in full force and effect and no default or event of default has occurred and is continuing thereunder;

(b)The Class B Member has paid or has caused to be paid in full all Closing Expenses of the Investor;

(c)Seller shall certify to Purchaser in a closing certificate, executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date (subject to Seller’s confirmation that the representations and warranties contained therein remain true and correct), that each of the representations and warranties in ARTICLE 3to be made by Seller on the Effective Date shall be true and correct of the date of execution of this Agreement;

(d)Seller has delivered to Investor and Purchaser at least ten (10) Business Days priorto theEffectiveDate, (i)the Start ofConstruction Certificate substantially in theform attached hereto as Exhibit L, which shall be executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date,to be dated andreleasedas ofthe Effective Date and (ii)census data and all other factual information in its possession reasonably requested by the Investor in order for the Investor to substantiate the Project’s ability to qualify for the Energy Community Adderbased on theprojected datethat theProject will bePlaced in Service as ofthe Effective Date;

(e)Purchaserhasreceivedatleastten(10)BusinessDayspriortotheEffective Date, to be dated and executed as of the Effective Date, an insurance report prepared by the Insurance Consultant, in form and substance reasonably satisfactory to Investor (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate relianceletteraddressedtoPurchaserandInvestorpermittingrelianceonsuchreportbyPurchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date) and copies of insurance certificates evidencing compliance with the insurance requirements in the Transaction Documents and Project Documents;

(f)Investorhas receivedin escrow atleast ten (10) Business Dayspriortothe Effective Date, to be dated and released as of the Effective Date, an executed certificate of an authorized officer or signatory, as applicable, of Purchaser and each Sponsor Transaction Party,

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certifying that attached thereto is: (i) a certificate of good standing of such Person in its state of incorporationorformationdatedwithinfifteen(15)BusinessDayspriortotheEffectiveDate,(ii) atrueandcorrectcopyofsuchPerson’scertificateofincorporationorformationtogetherwiththe by-laws or operating agreement, as applicable, as in effect on the Effective Date (provided, that MN8 Energy LLC, a Delaware limited liability company, shall not be required to provide its operatingagreementsolongasInvestorreceivesalegalopinioninrespectofcorporatemattersof such entity in form and substance reasonably acceptable to Investor), and (iii) a certificate regardingtheincumbencyofeachofficerorsignatory(asapplicable)ofsuchPersonexecutingthe Transaction Documents to which such Person is a party, including a specimen signature of such Person;

(g)Investorhasreceivedinfinalagreedformatleastten(10)Business Days prior to the Effective Date, to be dated and executed as of the Effective Date, an opinion from(i)Holland&KnightLLP,ascounseltoSponsorandcertainofitsAffiliateswithrespectto corporatemattersandtheenforceabilityofeachoftheTransactionDocuments(otherthan(w)the LLC Agreement, (x) the Closing Notice and Certificate and any other certificate included in the definition of the Transaction Documents, (y) the Assignment, Assumption and Transfer Agreement,and(z)solelytotheextentnotexecutedasoftheEffectiveDate,anyotherTransaction Document to which a Sponsor Transaction Party is a party), (ii)Morris James LLP, as Delaware counseltoSponsorastotheenforceabilityoftheLLCAgreement,and(iii)Sturgill,Turner,Barker &MoloneyPLLCasKentuckycounsel toSponsorinrespectofstateandlocalenergyregulatory matters and federal, state and local permitting matters relating to the Project and with respect to corporatemattersconcerningtheProjectCompany,whichopinionsregardingeachof(i)-(iii)shall be in form and substance reasonably satisfactory to Investor;

(h)Purchaser has received confirmation from Investor that Investor has received a tax opinion from Akin Gump Strauss Hauer & Feld LLP, which opinion shall be in form and substance reasonably satisfactory to Investor;

(i)At least ten (10) Business Days prior to the Effective Date, Purchaser has received confirmation from Investor that Investor has received financial projections and theBase CaseModelandsuchBaseCaseModelissatisfactorytoInvestor,togetherwithacompilation letterfromthe IndependentAccountingFirm,informandsubstancereasonablyacceptabletothe Investor, and an initial operating budget for the Purchaser;

(j)Purchaser has received a confirmation from Investor that, to the extent applicable, Investor has received all documentation and other information about the Seller that Investor shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws;

(k)Investorhasreceivedasummaryoftheleaseterms(includingrentpayment amounts) for the Lease with each site owner, prepared and certified as to accuracy by Seller;

(l)Investor shall have agreed on the form of opinion to be delivered by Rock Creek Energy Group, LLP pursuant to Section 2.4(ee);

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(m)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, the most recent audited financial statements of the Sponsor and, to the extent reasonably available, any counterparty to any Transaction Document, excluding any counterparties to any Real Property Documents;

(n)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, a draft Appraisal (including draft cost segregation analysis) for the Project;

(o)(i)allPermitslistedonPart IofSchedule3.1(j)areinfullforceand effect, all applicable regulatory or statutory appeal periods to file an administrative or judicial appeal under the Applicable Law pursuant to which such Permit was authorized have expired, and no actionsorproceedingsarependingchallenging thelegality,validityorenforceabilityofanysuch Permitsorthatattemptstomodifyinanymaterialmannertherequirementspertainingtoanysuch Permits; (ii) no event or circumstance has occurred that could reasonably be expected to have an adverse effect on the ability of the Project Company to secure all other Permits, Governmental Approvalsandthird-partyconsentsrequiredtobuildandoperatetheProjectwithinthetimeframes setforthintheProjectDocuments;and(iii)noeventorcircumstancehasoccurredthatreasonably casts doubt on the ability of the Seller to secure all other Permits, Governmental Approvals and third-partyconsentsrequiredtoperformitsobligationsundertheTransactionDocumentstowhich it is a party;

(p)Purchaser has received confirmation from the Investor that Investor has received,atleastten(10)BusinessDayspriortotheEffectiveDate,areportfromtheIndependent Engineer,informandsubstancereasonablysatisfactorytoInvestor(includingsatisfactoryreliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressedtoPurchaserandInvestorpermittingrelianceonsuchreportbyPurchaserandInvestor), which shall be executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date;

(q)PurchaserhasreceivedacopyoftheEnvironmentalReportwithrespectto theProjectinformandsubstancereasonablysatisfactorytoPurchaseranddatednomorethanone hundred eighty (180) days prior to the Effective Date (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date);

(r)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, satisfactory copies of (i) the GeotechnicalReport,(ii)theTransmissionandMarketStudyReport,and(iii)allothercustomary environmental site reports (including, wetlands, hydrology and historical architecture and archeological investigation, and threatened and endangered species assessment) prepared with respect to the Project;

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(s)Purchaser and Investor shall have received (i) the owner’s policy of title insurance in substantially the form of the Title Policy Pro Forma (the “Title Policy”), (ii) a preliminary ALTA/NSPS Land Title Survey of the Project (A) showing each tract of land referenced in theTitlePolicy, thelocation ofall exceptions to titleshown on theTitlePolicy that are capable of being plotted (or otherwise stating that the exception is “not plottable” and the reason), and the proposed location of all Project improvements, (B) prepared by a land surveyor duly licensed and registered in the State of Kentucky, (C) including, if applicable, Table A Items 1, 2, 3, 4, 6(a), 7(a), 7(b)(1), 8, 11(a), 13, 14, 16, 17, 18 and 19, (D) prepared in accordance with the “2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys” jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors effective February 23, 2021, and (E) certified to Project Company, Purchaser,InvestorandtheTitleCompany,(the“PreliminarySurvey”),and(iii)iftheTitlePolicy shows a mortgagee’s lien on the Project site, Purchaser shall have received a non-disturbance agreement or similar assurance from the holder of such mortgage either in such mortgagee’s standard form or in such other form as reasonably satisfactory to the Purchaser;

(t)Satisfactory completion of diligence by the Investor (including, but not limited to the Project Documents and the financial condition and credit quality of the Sponsor);

(u)None of the Circuits has been Placed in Service and Investor has received evidence to the reasonable satisfaction of the Investor that the Project is expected to be Placed in Service before the Completion Deadline;

(v)SellershallhavemadeavailabletoPurchaserandtheInvestor,atleastten (10)BusinessDaysprior totheEffectiveDate,the following:

(1)a copy of all current and final engineering stamped design plans,structural calculations and site plans;

(2)anyconsents,approvalsandfilingsreferencedpursuantto Section3.1(d);

(3)anyPermitsreferencedpursuanttoSection3.1(j);and

(4)trueandcorrectcopiesofallProjectDocuments(includingall amendments thereto);

(w)Investor has received evidence that Sponsor Member has contributed the TCI Premium Estimate to Purchaser in accordance with Section 3.12(d) of the LLC Agreement;

(x)[Reserved];and

(y)Investorhasreceived,at leastten(10)BusinessDayspriortotheEffective Date, recent searches of the UCC filing offices for each of the jurisdictions in which UCC financing statements would be filed in respect of the membership interests of the Purchaser and the Project Company and the assets of the Project, and corresponding judgment and tax lien

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searches, in each case dated within twenty (20) Business Days prior to the Effective Date and in form and substance reasonably satisfactory to the Investor.

ARTICLE 2

PURCHASEOFPROJECT

2.1PurchaseoftheProjectCompany.

(a)Purchase. Subject to the terms and conditions hereof, Purchaser shall purchase from Seller, subject to the provisions of this ARTICLE 2, all right, title and interest of SellerinthemembershipinterestsintheProjectCompany.Theconsummationofthepurchase of theProjectCompanyand thepaymentoftheInitialFundingPaymentshall takeplacepursuantto thisAgreementonthePurchaseDate,subjecttoalloftheconditionsinSection2.4andSection2.6havingbeensatisfied.ThepaymentoftheFinalFundingPaymentshalltakeplacepursuanttothis Agreement on the Final Funding Payment Date, subject to all of the conditions in Section2.5for the Project having been satisfied.

(b)PaymentRequests;FundingPayments.TheSellershallprovideaPayment Request atleast ten(10)Business Dayspriortotheanticipated InitialFundingPaymentDateand atleastten(10)BusinessDayspriortotheanticipatedFinalFundingPaymentDate.EachPayment RequestshalllisttheProjectPurchasePriceandtheInitialFundingPaymentortheFinalFunding Payment, as applicable.

(c)Title. Subject to Section2.2, on the Purchase Date, (i) Seller, hereby sells, conveys, assigns, transfers and delivers to Purchaser all of Seller’s right, title and interest in and obligationswithrespect toonehundredpercent(100%)ofits membershipinterestsintheProject Companyand(ii)PurchaserpurchasesandPurchaserassumesallofSeller’sright,title,interestin and obligations with respect to such membership interests. Notwithstanding the foregoing, Seller shall cause the Project Company to comply in all material respects with the Project Company’s obligations under the Offtake Agreement until the Commercial Operation Date thereunder has occurred.

(d)PowerofAttorney.EffectiveasofthePurchaseDate,Purchasershallcause theProject Company to grant Sellerthe necessary authority to (i)perform such obligations under theProjectDocumentsasProjectCompany’srepresentativeand(ii)makedrawsunderthe Financing Documents to pay for project costs, as necessary.

(e)Risk of Loss. From and after the Purchase Date, as between the Seller and Purchaser, allriskofloss ordamagetotheProject acquireddirectlyfromSellershallbeborneby Purchaser; providedthat the passing of the risk of loss shall not, in any respect, excuse the Seller fromcompletingconstructionoftheProjectorperforminganyofitsobligationsundertheOfftake Agreement or the Transaction Documents or relieve Seller of its obligations to reimburse Purchaser for Losses resulting from the actions of Seller or its Affiliates.

(f)TransferofRECsand Government Incentives. Fortheavoidanceofdoubt, all Government Incentives associated with the installation, ownership, use or operation of the

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Project will remain property of the Project Company after sale of the Project Company to Purchaser, except to the extent transferred by the Project Company to Offtaker under the Offtake Agreement.

2.2CompletionofProject.

SelleroritsAffiliatesshallcompletetheconstructionoftheProjectasfollows:

(a)System Installation. Seller or its Affiliates shall design, procure the materials for and take such other steps as are required for the permitting, construction, testing, interconnecting and completion of the System in accordance with the EPC Contract and the Substation EPC Contract and shall cause the System to be Placed in Service without further compensationorreimbursementfromPurchaser,otherthanpaymentoftheProjectPurchasePrice. Sellershall causethe construction oftheSystem to beconsistent with the Offtake Agreement, all manufacturer and design specifications and warranties relating to the System, Good Utility PracticeandallApplicableLawsandPermits.ThePartiesacknowledgeandagreethattheProject Company has entered into the EPC Contract with the EPC Contractor to construct and install the System.UntilthePurchaseDate,SellershallcausetheProjectCompanytopayallamountsowed totheEPCContractorinconnectionwiththeInstallationoftheSystemonatimelybasisandshall hold Purchaser harmless against any claims asserted by such parties whether before or after the transfer of title to Purchaser.

(b)PerformanceTests.SellershallcausethePerformanceTestsfortheProject tobeperformedinaccordancewiththeEPCContract.Uponreasonablerequest,Sellershallmake available all Performance Test results to Purchaser. If the System fails to pass the Performance Tests, then Seller shall take corrective actions and repeat the Performance Tests until the System successfully completes the Performance Tests.

(c)Change Orders under EPC Contract and Substation EPC Contract. FollowingthePurchaseDateandpriortothePlacedinServiceDateoftheSystem,Sellermaynot agreetochangeordersunderoramendmentstotheEPCContractortheSubstationEPCContract, in each case relating to the size, layout or design of the System (such order, a “Change Order”). Change Orders that could reasonably be expected to materially adversely affect the Project shall requiretheapprovalofPurchaser(nottobeunreasonablywithheldordelayed).Sellershall describe the economic impact of all Change Orders.

(d)Completion Certificate. On or before submitting a Payment Request with respect to the Final Funding Payment, Seller shall deliver to Purchaser a Completion Certificate substantially in the form attached hereto as Schedule 4.

(e)True-Up Base Case Model. As soon as reasonably practicable (but in no eventlaterthanten(10) BusinessDays)followingthelaterofthedatethattheProjectisPlacedin Service and delivery of the final Appraisal pursuant to Section 2.5(q), Seller shall deliver to Purchaser a revised Base Case Model that reflects the actual Placed in Service Date and the final Project Purchase Price, in form and substance reasonably satisfactory to Investor (the “True-UpBase Case Model”).

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(f)Amendments. Seller will not amend, replace or terminate any Project Document or the organizational documents of the Project Company if such amendment, replacementorterminationwouldconstituteaMajorDecision(asdefinedintheLLCAgreement) after the Purchase Date, except with the consent of the Investor.

2.3DeterminationandPaymentofProjectPurchasePrice.

(a)Determination of Project Purchase Price. The price for the Project (the “Project Purchase Price”) shall be the Fair Market Value of the Project as indicated in the Appraisal. For tax purposes and all other purposes, the Project Purchase Price shall be paid by a combinationof(i)theassumptionoftheProjectIndebtednessand(ii)assetforthinSections2.3(b)and2.3(c), cashpayment inanamountequaltotheProjectPurchasePricelessthesumof(A)the Project Indebtedness,(B) anyamountsthataredueandpayabletoany applicablecounterpartyin connectionwithanyoftheProjectDocumentsasofthePurchaseDatetotheextentnottakeninto accountinthecalculationofFairMarketValueoftheProjectintheAppraisaland(C)anyamounts paid to any applicable counterparty in connection with any of the Project Documents after the Purchase Datethrough theFinal Funding Payment Date, which, in the case ofthis clause (C), for purposes of calculating the Project Purchase Price on the Effective Date and the Purchase Date, shall be based on an estimate of such amounts expected to be payable after the Purchase Date through the Final Funding Payment Date as mutually agreed by Purchaser and Seller, and for purposes of the Final Funding Payment, Project Indebtedness shall be based on such actual amounts ((A) through (C), collectively, the “Funding Date Indebtedness”). For purposes of the FinalFundingPayment,theProjectPurchasePriceshallbeadjustedpursuanttothefinalAppraisal delivered pursuant to Section 2.5(w).

(b)PurchaseDate;PaymentofInitialFundingPayment.Subjecttosatisfaction of the conditions set forth in Section2.4, on the Purchase Date, the Initial Funding Payment for the Project shall be payable by Purchaser to an account designated by Seller and in accordance withtheFinancingDocuments.ThePurchaseDateshalloccurnolaterthanten(10)BusinessDays afterthedateonwhichalloftheInitialFundingConditionsPrecedenthavebeensatisfied.Seller shall deliver or cause to be delivered to Purchaser the following documents (collectively, the “Closing Documents”):

(1)anotice,whichshallbedeliveredinescrowatleastten(10)Business DayspriortothePurchaseDate,tobedatedandreleasedasofthePurchase Date(subject to Seller’s confirmation that the representations and warranties contained therein remain true and correct), substantially in the form of Schedule 3(the “Closing Notice andCertificate”);

(2)an Assignment, Assumption and Transfer Agreement, which shall be delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date, substantially in the form of Schedule 5(the “Assignment, Assumption and Transfer Agreement”) and executed by Seller and Purchaser; and

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(3)onorpriortothePurchaseDate,anIRSFormW-9executedby Seller.

(c)PaymentofFinalFundingPayment.Subjecttosatisfactionoftheconditions set forth in Section2.5, on the Final Funding Payment Date (providedthat the Completion Deadline has not yet occurred), the Final Funding Payment shall be payable for the Project to an account designated by Seller and in accordance with the Financing Documents so long as a Completion Certificate has been delivered pursuant to Section2.2(d). The Seller shall send a Payment Request at least ten (10) Business Days prior to the anticipated Final Funding Payment Date.TheFinalFunding PaymentDateshalloccurnolaterthanten(10)BusinessDaysafterthe date on which all of the conditions set forth in Section 2.5have been satisfied.

2.4ConditionsPrecedenttotheObligationsofPurchaser–PurchaseDate.

TheobligationsofPurchasertoconsummatethePurchaseoftheProjectshallbesubjectto the satisfaction of each of the following conditions precedent (collectively, “Initial FundingConditionsPrecedent”)toPurchaser’s reasonable satisfaction(ortotheextentnotsatisfied,waived by Purchaser in writing) on or before the Purchase Date for the Project:

(a)(i) Seller shall certify to Purchaser and Investor in the Closing Notice and CertificatethateachoftherepresentationsandwarrantiesofSellerinARTICLE3thatisqualified astomaterialityorbyMaterialAdverseChangeshallbetrueandcorrect,andsuchrepresentations that are not so qualified shall be true and correct in all material respects, in each case as of the Purchase Date (provided that, with respect to representations and warranties that relate to a previousdate,suchrepresentationsandwarrantiesshallbemadeonlyasofsuchpreviousdate),in accordancewithSection2.3(b)(1)above;and(ii)Purchasershallhavereceivedconfirmationfrom InvestorthattheClassBMember(initscapacityasClassBMemberandManagingMember)has certified to Investor that each ofthe representations andwarrantiesof ClassB Member inArticle 3oftheLLCAgreementthatisqualifiedastomaterialityorbyMaterialAdverseChangeshallbe true and correct, and such representations that are not so qualified shall be true and correct in all material respects, in each case as of the Purchase Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shallbemadeonlyasofsuchpreviousdate),andsuchcertificatehasbeenexecutedanddelivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date;

(b)SellershallcertifytoPurchaserintheClosingNoticeandCertificatethat (i) no condemnation is pending or, to Seller’s Knowledge, threatened with respect the Project or any portion thereof material to the ownership or operation of the Project and (ii) no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownership or operation of the Project;

(c)Seller has delivered to Purchaser the Closing Documents for the Purchase of the Project, which shall be executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date;

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(d)No Change Order is pending in respect of the Project, except for those ChangeOrdersthatcouldnotreasonablybeexpectedtocause(i)theSubstantialCompletionDate to occur after the Completion Deadline or (ii) the Commercial Operation Date to occur after the Guaranteed Commercial Operation Date;

(e)Purchaser has received confirmation from Investor that Investor has received a draft Appraisal (including draft cost segregation analysis) for the Project, which shall be in agreed form at least ten (10) Business Days prior to the Purchase Date;

(f)(i) The Independent Engineer has delivered a certificate reasonably acceptabletoPurchaserandInvestorandsubstantiallyintheformattached heretoasExhibitJ, to be executed and delivered in escrow at least 10 Business Days prior to the Purchase Date, to be datedand released asofthePurchaseDatecertifyingthat:(A)atleastone(1)Circuithasreached CircuitMechanicalCompletion;(B)theSubstationhasreachedMechanicalCompletion;and (C)theProjectisexpectedtoreach“SubstantialCompletion”(asdefinedintheEPCContract)by the Completion Deadline; and (ii) the Purchaser has received a Circuit Mechanical Completion certification for at least one (1) Circuit from the EPC Contractor and a Mechanical Completion certification from the Substation EPC Contractor, in each case with respect to this clause (ii) reasonably acceptable to Purchaser and Investor;

(g)All major equipment components of the Project (including all solar modules,inverters,rackingandtrackerequipment,transformersandbalanceofplantcomponents) have been delivered to the Project site;

(h)[Reserved];

(i)TheOfftakershallnothavemadeanypaymentfordeliveryofpowerunder the Offtake Agreement in respect of the Project as of the Purchase Date and no energy has been exported by the Project as of the Purchase Date;

(j)Seller shall certify to Purchaser in the Closing Notice and Certificate that Seller is in material compliance with this Agreement and that Seller and its Affiliates, as applicable, have complied in all material respects with each applicable Project Document;

(k)The sale and transfer of the membership interests in the Project Company shallnotcausePurchaserorInvestororanyoftheirdirectorindirectownersto:(i)becomesubject to, or not exempt from, regulation (A) as a “public utility” under the FPA, or (B) as a “holding company” under PUHCA, except solely with respect to one or more “exempt wholesale generators,”“foreignutilitycompany,”and/or“qualifyingfacilities”asthosetermsaredefinedin FERC’s regulations; or (ii) require the prior approval of FERC pursuant to the FPA or the Kentucky Public Service Commission pursuant to Applicable Law;

(l)No prior approval of any Governmental Authority is required for the sale and transfer of the membership interests in the Project Company from Seller to the Purchaser;

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(m)No Material AdverseChange(otherthan aChangein Tax Law)relating to theProject,theProjectCompany,PurchaserortheInvestor’smembershipinterestinthePurchaser has occurred and is continuing;

(n)(i) The Transaction Documents are in full force and effect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a material breach, default or event of default) (including with respect to any reporting requirements)hasoccurredthereunder, (ii)theProjectDocumentsareinfull force andeffect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a material breach, default or event of default) (including with respect to any reporting requirements) has occurred thereunder, and (iii) there has been no material amendment to any Project Document entered into since the Effective Date other than such amendments that have been permitted by, or approved by Investor in accordance with, the LLC Agreement;

(o)Atleastten(10)BusinessDayspriortothePurchaseDate,Sellershallhave made available to Purchaser and the Investor the following:

(1)a copy of the System design plan, substantially similar to the final engineering stamped design plan, structural calculations and site plans;

(2)anyconsents,approvalsandfilingsreferencedpursuantto Section3.1(d);

(3)anyPermitsreferencedpursuanttoSection3.1(j)andtheresultsof anyandallinspectionsand/orapprovalsrelatedthereto;and

(4)true and correct copies of all Project Documents (including all amendmentsthereto)togetherwithanupdate,ifapplicable,toSchedule6listingallProject Documents of the Project;

(p)Either(i)therehasbeennoChangeinTaxLaworProposedChangeinTax Law since the Effective Date, or (ii) if there has been such a Change in Tax Law or Proposed Change in Tax Law, the Base Case Model shall have been updated to Investor’s reasonable satisfaction to reflect any such Change in Tax Law or Proposed Change in Tax Law;

(q)At least ten (10) Business Days prior to the Purchase Date, Purchaser and Investor have received recent searches of the UCC filing offices for each of the jurisdictions in which UCC financing statements would be filed in respect of the membership interests of the PurchaserandtheProjectCompanyandtheassetsoftheProject,andcorrespondingjudgmentand tax lien searches, in each casedated within twenty (20)Business Days priorto thePurchaseDate and in form and substance reasonably satisfactory to Purchaser and Investor;

(r)As of the Purchase Date, the insurance required to be procured and maintainedpursuanttoSchedule8shallremaininfullforceandeffectandPurchaserandInvestor have received true, correct and complete copies of all insurance certificates from the insurance brokerin respectoftheinsurancepoliciessetout inSchedule8that arerequiredtobeinplaceon

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the Purchase Date, or such other evidence reasonably satisfactory to Purchaser and the Investor thatsuchinsurancepoliciesareinfullforceandeffect;thefinalformsoftheinsurancecertificates shall be provided to Investor at least ten (10) Business Days prior to the Purchase Date;

(s)eachofPurchaserandInvestorhasreceivedcustomaryestoppelcertificates from (i) each counterparty to the Real Property Documents, no earlier than thirty (30) days prior to the Purchase Date, (ii) Offtaker, (iii) EPC Contractor, (iv) O&M Service Provider, (v) Asset Manager, (vi) Module Supplier, (vii)Substation EPC Contractor, and (viii) Energy Manager, in each case substantially in the form attached as Exhibits A, B, C, D, E, F, G and Irespectively, or otherwiseinformandsubstancereasonablyacceptabletotheInvestor,andeachestoppeldescribed in clauses (ii)through (v) shall bedelivered in escrowat least ten (10)Business Days priorto the Purchase Date, to be dated and released as of the Purchase Date; provided, for the avoidance of doubt, that any exceptions or scheduled disclosures included in any estoppel certificate shall be subject to Investor’s approval and acceptance in its reasonable discretion;

(t)[Reserved];

(u)Ifapplicable,Investorshallhavebeenreimbursed(orwillbereimbursedas set forth in the Funds Flow Memorandum) for all Post-Closing Expenses incurred prior to the Purchase Date;

(v)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Purchase Date, the most recent audited financial statements of the Sponsor and, to the extent reasonably available, any counterparty to any Transaction Document, excluding any counterparty to a Real Property Document;

(w)Purchaser and Investor shall have received in escrow at least ten (10) BusinessDayspriortothePurchaseDateanexecutedcertificateofanauthorizedsignatory,tobe dated and released as of the Purchase Date, attaching (i) certified copies of all organizational documents, including a certificate of formation and amended and restated limited liability company agreement, of the Project Company (including, if certificated, all membership interest certificates evidencing ownership in such Project Company), and (ii) a good standing certificate from the state of its formation;

(x)The Base Case Model for the Project has been updated at least ten (10) BusinessDayspriortothePurchaseDateandsuchupdatedBaseCaseModelreflectsachievement of the Target Returns and is reasonably satisfactory to the Investor;

(y)SincetheEffectiveDate,thereshallhavebeennochangeinApplicableLaw or proposed change in Applicable Law (other than a Change in Tax Law or Proposed Change in TaxLaw)thatmateriallyimpactstheProject,theProjectCompany,thePurchaserortheInvestor’s membership interest in the Purchaser (other than any change in Applicable Law affecting the Investor or its Affiliates independent of their indirect ownership of the Project);

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(z)Nomaterialadversechangeshallhaveoccurredwithrespecttothefinancial condition or credit quality of the Sponsor that would reasonably be expected to materially adversely affect its ability to perform its obligations under the Sponsor Guaranty;

(aa)No Bankruptcy has occurred with respect to Sponsor, Purchaser, Class B Member or the Project Company;

(bb)Nomaterialadversechangeshallhaveoccurredwithrespecttothefinancial condition or credit quality of the Offtaker that would reasonably be expected to materially adversely affect its ability to perform its obligations under the Offtake Agreement;

(cc)To the extent the Environmental Report delivered as of the Effective Date is not dated within one hundred eighty (180) days of the Purchase Date, Purchaser and Investor have received, at least ten (10) Business Days prior to the Purchase Date, a bring-down of the Environmental Report with respect to the Project, in form and substance reasonably satisfactory to Purchaser (including satisfactory reliance provisions or, in the absence of reliance provisions, togetherwithaseparaterelianceletteraddressedtoPurchaserand Investor permittingrelianceon such report by Purchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date);

(dd)If, since the Effective Date, there has been (i) the execution of a new TransactionDocumentorProjectDocument,(ii)amaterialchangeinanyTransactionDocument, Project Document, Applicable Law or the site or (iii) any dispute related to the Project, then Investor has received bring-downs of any report (including the Transmission and Market Study Report) or legal opinions provided pursuant to Section 1.3, in each case, which shall be in final agreed form at least ten (10) Business Days prior to the Purchase Date, and with respect to the reliance letters (if applicable) and opinions, shall be executed and delivered as of the Purchase Date;

(ee)Purchaser and Investor have received (i) an opinion from Rock Creek EnergyGroup,LLP,ascounseltoSponsorinrespectoffederalenergyregulatorymattersrelating totheProjectinsubstantiallytheformagreedpursuanttoSection1.3(l),orotherwiseinformand substance reasonably acceptable to Investor, and (ii) an opinion from Sturgill, Turner, Barker & Moloney PLLC, as Kentucky counsel to Sponsor, in respect of Kentucky local matters (such as enforceabilityandothercustomarymattersrelatedtotheIRBDocuments),eachofwhichshallbe infinalagreedformatleastten(10)BusinessDayspriortothePurchaseDate(andprovidedthere are no material changes following delivery into escrow that would impact the opinion) and executed and delivered as of the Purchase Date;

(ff)Seller has delivered, at least ten (10) Business Days prior to the Purchase Date, conditional lien waivers executed by (i) EPC Contractor, (ii) each subcontractor of EPC Contractor that is party to a subcontract requiring more than Two Hundred Thousand Dollars ($200,000) in payments, which shall cover any labor, materials, supplies or services done, performed or furnished at, for or to the System for amounts then due and payable for which payment has not yet been made by Project Company (or been made too recently to obtain an

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unconditional partial lien waiver), (iii) the Substation EPC Contractor and (iv) the Module Supplier;

(gg)AllPermitslistedonPartIofSchedule3.1(j)areinfullforceandeffect,all applicableregulatoryorstatutoryappealperiodsto filean administrativeor judicial appealunder theApplicableLawpursuanttowhichsuchPermitwasauthorizedhaveexpired,andnoactionsor proceedingsarependingchallengingthelegality,validityorenforceabilityofanysuchPermitsor that attempts to modify in any material manner the requirements pertaining to any such Permits;

(hh)There are no pending claims, disputes, suits, actions (including, without limitation, non-judicial real or personal property foreclosure actions), arbitrations, legal, administrativeorotherproceedingsofanynatureagainstSponsorTransactionParty,thePurchaser or any counterparty to a Transaction Document or Project Document seeking to enjoin the performanceofsuchPersonundersuchdocumentorotherwiseaffectingtheProject,thePurchaser, ortheInvestor’sinteresttherein(butexcludinganysuchactionaffectingInvestororitsAffiliates independent of its or their indirect ownership of the Project);

(ii)    Except for Permitted Liens, there are no Liens on the Project, the Project Company or the Purchaser;

(jj)Investor shall have received a Funds Flow Memorandum in substantially final form delivered in escrow at least ten (10) Business Days prior to the Purchase Date, which shallincludetheportionoftheInitialFundingPaymenttobepaidbytheInvestorthatshallnotbe subject to change so long as the Purchase Date occurs within fifteen (15) Business Days of the date that Investor has received such Flow of Funds Memorandum, to be released in final form as of the Purchase Date; provided, that, any updates to any payor or payee in the Funds Flow Memorandum shall be provided to Investor at least one (1) Business Day prior to the Purchase Date;

(kk)    Eachof theMembersshallhavemade theirInitial CapitalContributionsto thePurchaser;

(ll)    PurchaserhasreceivedconfirmationfromInvestorthatInvestorhas received each of the following, in each case in form and substance reasonably satisfactory to Investor: (i) a tax opinion from Akin Gump Strauss Hauer & Feld LLP concluding thatthe amountspaidorincurredinconnectionwiththeProjectthatareidentifiedintheAppraisalas includedin“energyproperty”asaresultoftheapplicationofSection48(a)(8)oftheCodeshould satisfytherequirementsofSection48(a)(8)oftheCodeandProposedTreasuryRegulation§1.48-14(g), and (ii) a bringdown of the report of the Independent Engineer or a certificate from the Independent Engineer concluding that (i) no solar inverter within the Project has nameplate capacity greater than 5.0 MWac (as measured by the manufacturer based on a steady state basis and during continuous operation under standard conditions), and (ii) each such inverter and all equipment, including solar modules, associated with feeding electrical current into such inverter (collectively,a“Unit”)arenotfunctionallyinterdependentwith,cangenerateandexportpowerto the grid independent of, any other Unit and regardless of the status of any other Unit; and

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(mm)NoneoftheCircuitshasbeenPlacedinServiceandnoPISCommissioning Activities have occurred.

2.5ConditionsPrecedenttotheObligationsofPurchaser–FinalFundingPayment Date.

The obligations of Purchaser to make, on the Final Funding Payment Date, the Final Funding Payment in respect of the Project shall be subject to the satisfaction of each of the followingconditionsprecedenttoPurchaser’sreasonablesatisfaction(ortotheextentnotsatisfied, waived by Purchaser in writing on the Final Funding Payment Date):

(a)Each of theconditions precedent set forth in Sections 2.4(k), 2.4(n), 2.4(o)(except for clause (1)), 2.4(r)(as of the Final Funding Payment Date), 2.4(v), 2.4(w), 2.4(z), 2.4(aa), 2.4(bb), 2.4(dd), 2.4(hh), 2.4(ii),are satisfied as of the Final Funding Payment Date (and eachreferencetothePurchaseDateshallbedeemedtorefertotheFinal FundingPaymentDate);

(b)(i) Seller shall certify to Purchaser in the Final Funding Payment Date Certificate that (A) each of the representations and warranties of Seller in ARTICLE 3that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects as of the Final Funding Payment Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shall be made only as of such previousdate),(B)nocondemnationispendingor,toSeller’sKnowledge,threatenedwithrespect the Project, or any portion thereof material to the ownership or operation of the Project, (C) no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownershiporoperationoftheProject,and(D)SellerisinmaterialcompliancewiththisAgreement and that Seller and its Affiliates, as applicable, have complied in all material respects with each applicableProjectDocument;suchFinalFundingPaymentDateCertificateshallbeexecutedand deliveredinescrowatleastten(10)BusinessDayspriortotheFinalFundingPaymentDate,tobe datedandreleasedasoftheFinalFundingPaymentDate(subjecttoSeller’sconfirmationthatthe representationsandwarrantiescontainedthereinremaintrueandcorrect);and(ii)Purchasershall have received confirmation from Investor that the Class B Member (in its capacity as Class B Member and Managing Member) has certified to Investor that each of the representations and warrantiesofClassBMemberinArticle3oftheLLCAgreementthatisqualifiedastomateriality or by Material Adverse Change shall be true and correct, and such representations that are not so qualifiedshallbetrueandcorrectinallmaterialrespects,ineachcaseasoftheFinalFunding Payment Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shall be made only as of such previous date), and such certificate has been executed and delivered in escrow at least ten (10) Business Days priortotheFinalFundingPaymentDate,tobedatedandreleasedasoftheFinalFundingPayment Date;

(c)Sellershalldeliver,withrespecttotheSystem:(i)acertificationfromSeller thatnoamountspayablebyProjectCompanyundertheEPCContractortheSupplyContractsare thenpastdueand thatall amountsrequiredto achieve“Final Completion”(asdefinedintheEPC Contract) of the Project have been paid in full or Seller has caused the Project Company to make

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appropriate reserves in respect of such amount to be paid (including with respect to amounts subject to any dispute), which certification shall be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released as of the Final Funding Payment Date; (ii) at least ten (10) Business Days prior to the Final Funding Payment Date, conditional lien waivers executed by EPC Contractor, each subcontractor of EPC Contractor that is party to a subcontract requiring more than Two Hundred Thousand Dollars ($200,000) in payments (to the extent required bythe EPC Contract), Substation EPC Contractor and the Module Supplier, which shall cover any labor, materials, supplies or services done, performed or furnished at, for or to the System for amounts then due and payable for which payment has not yet been made by Project Company (or been made too recently to obtain an unconditionalpartiallienwaiver);providedthat,ifanysuchlienwaiversareissuedinconnection withinvoicesissuedwithinten(10)BusinessDayspriortotheFinalFundingPaymentDate,Seller shall provide copies of such lien waivers as soon as practicable after receipt thereof; and (iii) at leastten(10)BusinessDayspriortotheFinalFundingPaymentDate,unconditionallienwaivers or other proof of payment to EPC Contractor or the Module Supplier, as applicable, for any payments in respect of which conditional lien waivers were submitted thirty (30) or more days prior to the date that is ten (10) Business Days prior to the Final Funding Payment Date;

(d)The System has passed the Performance Tests and has been Placed in Serviceandshallhavecommencedregular,dailyandcontinuousoperations,and,atleastten(10) Business Days prior to the Final Funding Payment Date, the Investor shall have received a copy oftheletterorotherwrittenconfirmationfromtheTransmissionProvider(assuchtermisdefined in the Interconnection Agreement) or the Interconnected Transmission Owner (as such term is defined in the Interconnection Agreement) authorizing operation of and export of energy by the Project at the full rated capacity and the commencement of interconnection service under the Interconnection Agreement;

(e)Seller has delivered to Purchaser and Investor a Completion Certificate substantiallyintheform attachedheretoas Schedule4,tobeexecutedand deliveredinescrowat leastten(10)BusinessDayspriortotheFinalFundingPaymentDate,tobedatedandreleasedas of the Final Funding Payment Date;

(f)Seller has delivered to Purchaser and Investor at least ten (10) Business DayspriortotheFinalFundingPaymentDateevidencereasonablysatisfactorytoInvestorthatall warranties issues by each manufacturer or supplier of modules and inverters have been assigned to the Project Company, solely to the extent such warranties by their terms do not automatically runtothebenefitofthePersonthatownstheapplicableequipmentorthesystemintowhichsuch equipment is incorporated.

(g)IftherehasbeenanychangeinfactsorprojectionsrelatingtotheProject’s beginning of construction strategy, Seller shall have delivered to Purchaser and Investor, at least ten (10) Business Days prior to the Final Funding Payment Date, a revised Start of Construction Certificateincludingdocumentationandotherevidencethat,notwithstandingsuchchangeinfacts orprojections,constructionontheProjectbeganpriortoJanuary29,2023,suchthattheProjectis

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eligible for the 5x multiplier of tax credits without satisfying the prevailing wage and apprenticeship requirements;

(h)(i) The Transaction Documents are in full force and effect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a material breach, default or event of default) by any Sponsor Transaction Party or, to Seller’sKnowledge,anyotherpartytotheTransactionDocumentshasoccurredandiscontinuing thereunder, (ii) the Project Documents are in full force and effect and no material breach, default orevent ofdefault (oranyeventthat withnoticeorlapse oftimeorbothwouldbecomeabreach, defaultoreventofdefault)(includingwithrespecttoanyreportingrequirements)byanySponsor Transaction Party or, to Seller’s Knowledge, any other party to the Transaction Documents or ProjectDocumentshasoccurredandiscontinuingthereunder,and(iii)therehasbeennomaterial amendment to any Project Document entered into since the Purchase Date other than such amendments that have been permitted by, or approved by Investor in accordance with, the LLC Agreement;

(i)All Permits, Governmental Approvals and other local utility approvals required for ownership, development, construction, operation and ordinary maintenance of the Project(i)havebeenissued,(ii)areinfullforceandeffect,(iii)arenotsubjecttoanypendingor, to Seller’s Knowledge, threatened proceedings that challengethelegality, validity orenforceability of such Permits, Governmental Approvals or other approvals, or that attempts to modify their requirements in any material and adverse manner, and (iv) if there is an appeal period for appeal by any other Person, specified by a statute or rule promulgated by any Governmental Authority, such appeal period has expired, other than, in each case, such Permits, Governmental Approvals andotherlocalutilityapprovalsinPartIIIofSchedule3.1(j)thatareministerialinnatureandcan reasonably be expected to be obtained in due course on commercially reasonable terms and conditions when needed, as reasonably approved by the Purchaser and Investor;

(j)No Material AdverseChange(otherthan aChangein Tax Law)relating to theProject,theProjectCompany,thePurchaser, ClassBMember,orSponsororon theabilityof any of the foregoing to perform its obligations under the Transaction Documents or Project Documents to which it is a party has occurred and is continuing;

(k)TheInitialFundingPaymentfortheProjecthas beenpreviouslymade;

(l)Either(i)therehasbeennoChangeinTaxLaworProposedChangeinTax LawsincethePurchase DatefortheProjector(ii)iftherehasbeensuch a ChangeinTax Lawor Proposed Change in Tax Law, the Base Case Model shall have been updated to reflect any such Change in Tax Law or Proposed Change in Tax Law to Purchaser and Investor’s reasonable satisfaction;

(m)Each of Purchaser and Investor has received (i) a bring-down of the report of the Independent Engineer, (ii) if requested by Investor, a bring-down of the Transmission and Market Study Report and (iii) if requested by the Investor and the Environmental Report is dated morethanone hundred eighty(180)daysprior to theFinal Funding PaymentDate,abring-down of the Environmental Report with respect to the Project in form and substance reasonably

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satisfactory to Purchaser, in each case at least ten (10) Business Days prior to the Final Funding Payment Date and including satisfactory reliance provisions or, in the absence of reliance provisions,togetherwithaseparaterelianceletteraddressedtoPurchaserandInvestorpermitting reliance on such report by Purchaser and Investor (which reliance letter will be executed and deliveredinescrowatleastten(10)BusinessDayspriortotheFinalFundingPaymentDate,tobe dated and released on the Final Funding Payment Date);

(n)SubstantialCompletion(asdefinedintheEPCContractandtheSubstation EPC Contract, as applicable) has occurred under the EPC Contract and the Substation EPC Contract, as applicable, and Purchaser has received (i) Substantial Completion certification reasonablyacceptabletoPurchaserandInvestorfromeachofEPCContractorandSubstationEPC Contractor, and (ii) a certificate delivered by the Independent Engineer in a form reasonably acceptable to Purchaser and substantially inthe form of Exhibit Kattached hereto to be executed and delivered in escrow at least 10 Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date, certifying that (A) “Substantial Completion” (as defined in the EPCContract)and“SubstantialCompletion”(asdefinedintheSubstationEPCContract)hasbeen achievedpriortotheCompletionDeadline,and(B)theCommercialOperationDatehasoccurred;

(o)anAs-BuiltALTASurvey,informandsubstancereasonablyacceptableto PurchaserandInvestor,fortheProjectisreasonablyexpectedtobecomeavailablewithinsixty (60)daysafterthe FinalFundingPaymentDate;

(p)Purchaser and Investorshallhavereceived,atleast ten(10)BusinessDays prior to the Final Funding Payment Date, a date down endorsement of the Title Policy delivered fortheProjectpursuanttoSection2.4(s)whichshallshownonewmattersofrecordandshowthat the standard survey exception has been removed;

(q)EachofPurchaserandInvestorhasreceived,atleastten(10)BusinessDays priortotheFinalFundingPaymentDate,afinalAppraisalandfinalcostsegregationanalysisthat includes the final costs associated with the Project and Purchase Price allocation, in each case reasonably satisfactory to the Investor;

(r)If applicable, Investor shall have been reimbursed for all Post-Closing Expenses incurred in respect of the Project;

(s)If requested by Investor, Purchaser has received, at least ten (10) Business DayspriortotheFinalFundingPaymentDate,abring-downoftheinsurancereportdelivered pursuant to Section 1.3(d)and detailing any material changes, in form and substance reasonably satisfactory to Investor (including satisfactory reliance provisions or, in the absence of reliance provisions,togetherwithaseparaterelianceletteraddressedtoPurchaserandInvestorpermitting reliance on such report by Purchaser and Investor, which reliance letter shall be executed and deliveredinescrowatleastten(10)BusinessDayspriortotheFinalFundingPaymentDate,tobe dated and released on the Final Funding Payment Date) and insurance certificates from the insurance broker in respect of the insurance policies set out in Schedule 8or such other evidence reasonably satisfactory to the Investor that such insurance policies are in full force and effect;

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(t)Purchaser has received estoppel certificates from (i) if the Final Funding Payment Date occurs more than sixty (60) days after the Purchase Date, the each counterparty to theReal Property Documents, no earlierthan thirty (30)days priorto the Final Funding Payment Date, (ii) Offtaker, (iii) EPC Contractor, (iv) O&M Service Provider, (v) Asset Manager, (vi) Module Supplier, (vii) Substation EPC Contractor and (viii) the Energy Manager, in each case substantiallyintheformattached asExhibitsA,B,C,D,E,F,Gand I,respectively,orotherwise informandsubstancereasonablyacceptabletotheInvestor,andeachestoppeldescribedinclauses (ii) through (viii) shall be executed and delivered in escrow at least ten (10) Business Days prior totheFinalFundingPaymentDate,tobedatedandreleasedontheFinalFundingPaymentDate; providedthat,fortheavoidanceofdoubt,thatanyexceptionsorscheduleddisclosuresincludedin any estoppel certificate shall be subject to Investor’s approval and acceptance in its reasonable discretion;

(u)Bring-downs of each opinion delivered pursuant to Section 1.3or Section2.4,providedthatataxopinionshallonlyberequiredifachangeinApplicableLaw,aChangein TaxLaworachangeinfactsoutsideofthecontrolofInvestoranditsAffiliateshasoccurredsince the Purchase Date (including any changes or guidance related to the qualification for the Energy CommunityAdderorforSection48(a)(8)oftheCode);providedfurtherthatabring-downofany opinions related to federal, state and local energy regulatory, land use, environmental and permitting matters shall be required only if the most recent opinion delivered, as applicable, identified any outstanding actions to be taken by any Sponsor Transaction Party (such as making a filing or notice or obtaining a permit, license or approval) or there has been a change in fact or law relevant to such opinion; and providedfurther that no bring-down of any opinion related to corporate or enforceability matters shall be required except as may be reasonably requested in connectionwithanyamendmenttothisAgreement,theLLCAgreementortheSponsorGuaranty. Each such opinion will be in final agreed form at least ten (10) Business Days prior to the Final Funding Payment Date, to be executed and delivered on the Final Funding Payment Date;

(v)SincethePurchaseDate,thereshallhavebeennochangeinApplicableLaw or proposed change in Applicable Law (other than a Change in Tax Law or Proposed Change in Tax Law) that materially, negatively impacts the Project, the Project Company, the Purchaser or theInvestor’s interest therein (specifically excluding any changein Applicable Law affecting the Investor or its Affiliates independent of its indirect ownership of the Project), except for such changes where the anticipated economic consequences have been accounted for in the update to the Base Case Model;

(w)Purchaser has received confirmation that Investor received evidence reasonably acceptable to Investor that (i) all amounts outstanding under the Construction Loan Facility (as defined in the Financing Documents) shall have been fully repaid or converted to SponsorMember-levelback-leveredtermdebt(orwillhavebeenfullyrepaiduponthePurchaser’s payment on such date) and all related construction financing liens shall have been terminated (or willhavebeenterminateduponPurchaser’spaymentonsuchdate)and(ii)allTaxEquityBridge Loans (as defined in the Financing Documents) shall have been fully repaid (or will have been fully repaid upon the Purchaser’s payment on such date) and all related financing liens in respect

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of such Tax Equity Bridge Loans shall have been terminated (or will have been terminated upon Purchaser’s payment on such date);

(x)The Base Case Model for the Project has been updated for any change in fact (excluding actual production results) or advisor inputs (e.g., production estimates of the IndependentEngineer),butspecificallyexcludinganymerchantcurveupdates,sincethePurchase Date, and such updated Base Case Model reflects achievement of the Target Returns;

(y)At least ten (10) Business Days prior to the Final Funding Payment Date, Purchaser and Investor have received recent searches of the UCC filing offices for each of the jurisdictions in which UCC financing statements would be filed in respect of the membership interests of the Purchaser and the assets of the Project, and corresponding judgment and tax lien searches,ineachcasedatedwithintwenty(20)BusinessDayspriortotheFinalPaymentFunding Date and in form and substance reasonably satisfactory to the Purchaser;

(z)At least ten (10) Business Days prior to the Final Funding Payment Date, Investor shall have received a Funds Flow Memorandum in substantially final form delivered in escrow, which shall include the portion of the Final Funding Payment to be paid by the Investor thatshallnotbesubjecttochangesolongastheFinalFundingPaymentDateoccurswithinfifteen (15)BusinessDaysasofthedatethatInvestorhasreceivedsuchFlowofFundsMemorandum,to bereleasedinfinalformasoftheFinalFundingPaymentDate;provided,that,anyupdatestoany payor or payee in the Funds Flow Memorandum shall be provided to Investor at least one (1) Business Day prior to the Final Funding Payment Date;

(aa)    TheSubdivisionApprovalhasbeenobtained;

(bb)The TCI Limit has been increased to an amount equal to the sum of the developmentfeereflectedinthefinalAppraisaldeliveredpursuanttoSection2.5(q)plus $6,600,000,andInvestorhasreceivedevidencereasonablysatisfactorytoit(whichevidencemay be in the form of written receipt or other acknowledgement from the insurer) that Purchaser has paidthepremiumthereoninfull(includinganyincreasedpremiumresultingfromtheincreasein the TCI Limit contemplated hereby);

(cc)Purchaser and Investor have received a status letter from PJM Interconnection, L.L.C. describing the status of certain milestones and requirements pursuant to the Interconnection Agreement, in form and substance reasonably satisfactory to Investor;

(dd)    The TCI Policy has been issued for the full TCI Limit and remains in full force and effect; and

(ee)    ThePunchlistAmounthasbeendepositedintotheProjectCompletion Account, as reflected in the Funds Flow Memorandum.

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2.6ConditionsPrecedenttotheObligationsofSeller.

TheobligationsofSellertoconsummatethePurchaseoftheProjectshallbesubjecttothe satisfaction of each of the following conditions precedent for the Project:

(a)Each of the representations and warranties of Purchaser in Section3.2that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects, in each case as of the Purchase Date;

(b)Allconsents,approvalsandfilingsthenrequiredtobeobtainedormadeby Purchaser to execute, deliver and perform the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect as of the Purchase Date;

(c)Purchaser has executed and delivered the Assignment, Assumption and Transfer Agreement;

ARTICLE3

REPRESENTATIONS,WARRANTIESANDCOVENANTS

3.1Representations,WarrantiesandCovenantsofSeller.

Seller represents, warrants and covenants to Purchaser as follows as of the Effective Date andwarrantsandcovenantstoPurchaserasfollowsasofthePurchaseDateandtheFinalFunding PaymentDate(providedthatwithrespecttorepresentationsandwarrantiesthatrelatetoaspecific date, such representations and warranties shall be made only as of such date) that:

(a)OrganizationandGoodStanding.Sellerisalimitedliabilitycompany,duly formed, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to own, lease and operate its business as currently conducted. Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction thatitsbusiness,ascurrentlybeingconducted,shallrequireittobesoqualified,exceptwherethe failuretobesoqualifiedwouldnotreasonablybeexpectedtoresultinaMaterialAdverseChange or have a material adverse effect on the Project.

(b)Authorization, Execution and Enforceability. Seller has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the Transactions contemplated thereby. The execution and delivery by Seller of this Agreement and the Transaction Documents to which it is a party and the consummationbySelleroftheTransactionscontemplatedtherebyhavebeendulyandvalidly authorizedbyallnecessarycompanyactionrequiredonthepartofSeller,andthisAgreementhas been duly and validly executed and delivered by Seller. This Agreement and each Transaction Document to which it is a party constitutes the legal, valid and binding agreement of Seller, enforceableagainstSellerinaccordancewithitsterms(assumingdueauthorization,executionand delivery by Purchaser), except as enforcement may be limited by applicable bankruptcy,

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insolvency,reorganization,moratoriumorsimilarlawsaffectingcreditors’rightsgenerallyandby generalprinciplesofequity(regardlessofwhetherconsideredinaproceedinginequityoratlaw).

(c)No Violation. The execution and delivery by Seller of this Agreement and the Transaction Documents to which it is a party does not, and the performance by Seller of its obligations hereunder and thereunder shall not (i)violate any laws, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions and writs of any Governmental Authority having jurisdiction, (ii)conflict with or cause a breach of any provision in the charter, bylaws or other organizational document of Seller, or (iii)cause a breach of, constitute a default under, cause the acceleration of, create in any counterparty the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, note, bond, mortgage, indenture, agreement, license, intellectual property licenses or rights, instrument,decree,judgmentorotherarrangementtowhichSellerisapartyorunderwhichSeller is bound or to which any of its Assets is subject (or result in the imposition of a Lien upon any such Assets), including indirect ownership of such Assets through its Subsidiary, as applicable, except in the case of clauses(i)or (iii)as would not, individually or in the aggregate result in a Material Adverse Change or have a material adverse effect on the Project.

(d)Consent. All estoppels, consents, approvals, filings and any other documents then required to be obtained or made by Seller to execute, deliver and perform this AgreementandtheTransactionDocumentstowhichitisapartyhavebeenvalidlyissuedandare final and are in full force and effect, other than those where failure to be obtained would not reasonably be expected to cause a Material Adverse Change.

(e)Legal Proceedings. There are no pending or, to Seller’s Knowledge, threatened claims, disputes, governmental investigations, suits, actions (including, without limitation, non-judicial real or personal property foreclosure actions), arbitrations, legal, administrativeorotherproceedingsofanynature, domesticorforeign,criminalorcivil,atlawor inequity,byoragainstSellerortheProjectCompanywhichquestionstheenforceabilityorvalidity ofthisAgreement,theTransactionDocumentsorProjectDocumentstowhichit(oritsSubsidiary, as applicable) is a party or the ability of Seller to consummate the Transactions contemplated thereby or would reasonably be expected to materially impede the planned use of the Project or theparticipationoftheInvestorintheTransactionorotherwisereasonablyexpectedtoresultina material adverse change on theProject; providedthat theforegoing representation, as it relates to legal proceedings involving the Offtaker or any other counterparty to any Transaction Document or Project Document, is made only to Seller’s Knowledge.

(f)NoDefault;RighttoTerminate.

(1)Seller(ortheProjectCompany,asapplicable)hasnotbreachedany provisionof,ordefaultedunderthetermsof,thisAgreementoranyoftheother Transaction Documents to which it is a party that remains uncured and no event or circumstance has occurred that would, with notice or passage of time, result in such a breach or default, other than those breaches or defaults that would not reasonably be expectedtocauseaMaterialAdverseChange.TheProjectCompanyhasnotbreachedany provision of, or defaulted under the terms of the Project Documents to which it is a party

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thatremainsuncuredandnoeventorcircumstancehasoccurredthatwould,withnoticeor passageoftime,resultinsuchabreachordefaultthatwouldgivethenon-defaultingparty a right to terminate such Project Document, except (other than with respect to any Real PropertyDocuments,theOfftakeAgreement,theEPCContract,theO&MAgreementand the Asset Management Agreement) if termination of such Project Document would not reasonably be expected to cause a Material Adverse Change. The consummation of the Transactions contemplated by this Agreement would not give Seller or, to Seller’s Knowledge, a counterparty to aProject Document theright to terminate or alterthe terms of such Transaction Document or Project Document, respectively, or a right to claim damages thereunder.

(2)The Project Company (or its Affiliates, as applicable) has entered intotheProjectDocuments,andtoSeller’sKnowledge,eachProjectDocumentconstitutes thelegal,validandbindingagreementofthecounterpartythereto,enforceableagainstthe such counterparty in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether consideredinaproceedinginequityoratlaw).TheProjectshallbeinstalledandoperated solely at the Project site.

(3)Other than as disclosed on Schedule 12 hereto and approved by Investor and Purchaser, neither the Project Company nor, to Seller’s Knowledge, the Offtakerhasmateriallybreachedanyprovisionof,ormateriallydefaultedundertheterms oftheOfftakeAgreementthatremainsuncured,andnoeventorcircumstancehasoccurred thatwould,withthepassageoftime,resultinsuchamaterialbreachordefault.TheProject Company is not a party to any contract, instrument, commitment, agreement or other legallybindingarrangementwiththeOfftakerinrelationtotheSystemsortheProjectother than the Offtake Agreement.

(g)Taxes.

(1)Seller (a)has not taken a position on any federal, state or local Tax report,TaxfilingorTax Returnthatisinconsistentwiththeoriginaluseby Purchaser,for federal income tax purposes, of the System or any property that is part of the System (except to the extent permitted pursuant to the LLC Agreement) or (b)except due to Seller’s direct or indirect ownership of Purchaser, has not claimed with respect to the System or any property that is part of such System on any Tax report, Tax filing or Tax Return, any depreciation or amortization deductions, Tax Credits or any other tax credits or deductions that are available with respect to the System or any property that is part of theSystem.Sellercovenantsthat,fromandaftertheEffectiveDate,it(a) willnottakea position on any federal, state or local Tax report, Tax filing or Tax Return that is inconsistent with the original use by Purchaser, for federal income tax purposes, of the System or any property that is part of the System(except to the extent permitted pursuant to the LLC Agreement) or (b)except due to Seller’s direct or indirect ownership of Purchaser, will not claim with respect to the System or any property that is part of such

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System on any Tax report, Tax filing or Tax Return, any depreciation or amortization deductions,TaxCreditsoranyothertaxcreditsordeductionsthatareavailablewithrespect to the System or any property that is part of the System.

(2)Except to theextent shown on theAppraisal, allof thecomponents of the Project constitute “energy property” within the meaning of Section 48(a)(3)(A)(i) (such non-excepted components, the “Energy Property”) and for purposes of calculating theTaxCreditsavailabletoPurchaser,theCompany’sinitialU.S.federalincometaxbasis intheEnergyPropertyequalstheFairMarketValueasshownontheAppraisal(asrevised as of the Final Funding Payment Date). For purposes of calculating depreciation for U.S. federal income tax purposes, such initial basis shall be reduced by 50% of the amount of the Company’s Tax Credits with respect to the Energy Property.

(3)TheSystemisnotexpectedtobeusedprimarilytogenerate energy for the purpose of heating a swimming pool.

(4)OnthePurchaseDate,(i)noportionoftheEnergyPropertyhasbeen Placed in Service or generated and exported any electricity, (ii) no PIS Commissioning Activities have occurred, (iii) no portion of the Project has generated and exported any electricity and (iv) no letter or other written confirmation has been issued by the Transmission Provider or the Interconnected Transmission Owner (as each such term is defined in the Interconnection Agreement) authorizing daily and regular commercial operationofandexportofenergybytheProject.OntheFinal FundingPaymentDate,the ProjecthasbeenPlacedinService.TheCommissioningPlanisthemostrecentversionof such document, and the Project will be commissioned in accordance with the Commissioning Plan.

(5)As of the Purchase Date, no Person has claimed with respect to the Project or any property that is part of the Project, on any Tax Return, any depreciation or amortization deductions, including for purposes of calculating estimated taxes.

(6)The Offtaker is not related to the Purchaser within the meaning of Section 267 or 707(b) (other than as a result of any relationship between the Class A Member and the Offtaker).

(7)Noelectionhasbeenmade,andnoagreementwiththeOfftakerhas been entered into to makean election, underSection 50(d)(5) oftheCodeto pass through the available Tax Credits to the Offtaker.

(8)ExcepttotheextentrequiredbyApplicableLaworfollowingaFinal Determination,Sellershall,andshallcauseitsAffiliatesto,reportinall taxdocuments, filingsandstatementsthattheamountrealizedonthesaleoftheProjecttoPurchaseristhe Project Purchase Price. (For the avoidance of doubt, this does not include Seller’s accounting statements.)

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(9)The Base Case Model reflects all sales, use, property, ad valorem, franchise andsimilarTaxesthat iscurrentlycontemplatedtobeimposedon(orotherwise payable by or required to be collected by) the Project Company or the Project.

(10)The Project is not “tax-exempt bond financed property” within the meaningofSection168(g)oftheCodeandnoportionoftheEnergyPropertyisorhasever beenfinanced(directlyorindirectly)byanobligationtheinterestonwhichisexemptfrom federal income tax under Section 103(a) of the Code.

(11)WithrespecttotheProjectCompanyasofthePurchaseDate,Seller has timely filed all necessary Tax Returns, all such Tax Returns were true, correct and complete in all respects and has paid all Taxes shown as owing on any such Tax Returns.

(12)WithrespecttotheProjectCompanyasofthePurchaseDate,Seller has not: (i)requested (or had requested on its behalf) any extension of time within which tofileanyTaxReturn,(ii)executed(orhadexecutedonitsbehalf)anyoutstandingwaivers of the statute of limitations for any Taxes or any Tax Return, (iii)granted any powers of attorney with respect to any Tax matteror(iv)received or requested any written ruling of a Taxing authority with respect to Taxes or entered into any other written agreement with a Taxing authority relating to Taxes.

(13)WithrespecttotheProjectCompanyasofthePurchaseDate,Seller haswithheldandpaidallTaxesrequiredtohavebeenwithheldandpaidinconnectionwith anyamountspaidorowingtoanyemployee,independentcontractor,creditororotherthird party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(14)WithrespecttotheProjectCompanyasofthePurchaseDate:(i)the Project Company is and has been disregarded as an entity separate from its owner for federalincometaxpurposesatalltimessinceitsdateofformation,(ii)noelectionhasbeen made by Seller for the Project Company to be treated as an association taxable as a corporationforfederalincometaxpurposes,(iii)theProjectCompanyisnotapartytoany Tax indemnity, allocation or sharing agreement (other than any Tax indemnities that are partofcontractsenteredintointheordinarycourseofbusinessthatarenotprimarilyrelated to Taxes), (iv) no claim has been made by a Taxing authority, in a jurisdiction where the ProjectCompanydoesnotfileTaxReturns,thattheProjectCompanyisormaybesubject to taxation by that jurisdiction, and (v) there are no Liens for Taxes that Seller or Project Companyisrequiredtopay(otherthanTaxesnotyetdueandpayable)upontheProjector the Project Company.

(15)Therepresentations,warrantiesandcovenantscontainedintheStart of Construction Certificate are true, correct and complete.

(16)NopropertythatispartoftheSystemis“importedproperty”within the meaning of Section 168(g)(6) of the Code.

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(17)The System is comprised of new “section 38 property” within the meaning of Treas. Reg. 1.48-1 and no portion of the Energy Property constitutes “used components of a unit of energy property” within the meaning of Proposed Treasury Regulation § 1.48-14(a).

(18)Sellerisanaccrualbasistaxpayer.

(19)NoneoftheSelleroritsAffiliateshastakenanypositiononafederal income tax return that would be inconsistent with treating the Project as a single project for purposes of Section 7.01(2) of IRS Notice 2018-59.

(20)TheProjectisanticipatedtobeplacedinserviceforFederalincome tax purposes prior to December 1, 2025.

(21)No portion of the Energy Property constitutes “dual use property” with the meaning of Proposed Treasury Regulation Section 1.48-14(b).

(22)No portion of the Energy Property constitutes “an addition or modification to an existing energy property” within the meaning of Proposed Treasury Regulations § 1.48-9(f)(1).

(23)All of the Energy Property is used exclusively for a “qualifying purpose” within the meaning of Proposed Treasury Regulations § 1.48-14(d), and the amountthatwouldhavebeenexpendedfortheEnergyPropertyiftheEnergyPropertywas not used for a qualifying purpose is $0.

(24)All of the amounts paid or incurred in connection with the Project identifiedintheAppraisalasincludedin“energyproperty”asaresultoftheapplicationof Section 48(a)(8) of the Code satisfy the requirements of Section 48(a)(8) of the Code and Proposed Treasury Regulation § 1.48-14(g).Without limiting the generality of the foregoing,theProjectiscomprisedofthirtytwo(32)“unitsofenergyproperty”withinthe meaning of Proposed Treasury Regulation § 1.48-9(f)(2) that satisfy the Five-Megawatt Limitation described in Proposed Treasury Regulation § 1.48-14(g)(3).

(h)CompliancewithApplicableLaws.Seller (orits Subsidiary,asapplicable) and, to Seller’s Knowledge, EPC Contractor and O&M Service Provider (and all subcontractors oftheforegoing),areincomplianceinallmaterialrespectswithallApplicableLawswithrespect todeveloping,constructing,leasing,installing,operatingandmaintainingtheProject(withrespect to the Effective Date only, except for obtaining the Subdivision Approval), and the entering into, and performance of obligations under, the Offtake Agreement.

(i)Information. The written information furnished by Seller to Purchaser and/orInvestor,theirrespectiveconsultants,advisorsandattorneys,andtheIndependent Accounting Firm in connection with the Project or any Sponsor Transaction Party (including written information provided by Seller or the Project Company in any certificate or report delivered pursuant to the Transaction Documents or the Offtake Agreement), when taken as a

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whole,containsnountruestatementofmaterialfactasofthedatesuchinformationwasprovided, anddoesnotomitanymaterialfactnecessarytomakesuchinformationnotmisleadinginlightof thecircumstancesunderwhichitisprovided;providedthat,norepresentationorwarrantyismade withrespectto(i)anyprojectedfinancialinformationorotherforward-lookingstatement(except that such projections and the Base Case Model were made and prepared in good faith), (ii) conclusions contained in any third-party reports, except as specifically represented in Section3.1(g)(2),(iii)descriptionsofcounterpartiestotheProjectDocuments otherthanAffiliates ofthe Selleror(iv)thetaxconsequencesofaninvestmenttothePurchaser,itsmembers,theInvestoror its Affiliates, other than as may be specifically set forth in the LLC Agreement.

(j)Permits.WithrespecttothePurchaseDateandtheFinalFundingPayment Date, all Permits required under the Offtake Agreement or otherwise to own, site, develop, construct, install and test the System, sell the Project Company to Purchaser, sell power at wholesale and RECs from the Project to the Offtaker, and to operate and maintain the Project (includingPermitsrequiredpursuanttoEnvironmentalLaws)including,whereapplicable,written authorization from the local utility for parallel operation, are listed on Schedule 3.1(j). Part Iof Schedule 3.1(j)lists all such Permits that have been obtained by the Project Company as of the Purchase Date and the Final Funding Payment Date. As of the Purchase Date, Part IIofSchedule3.1(j)listsallsuchPermitsthatarerequiredpriortotheFinalFundingPaymentDatebut not prior to the Purchase Date and have not been obtained by the Project Company. All Permits listedonSchedule3.1(j)havebeenobtainedonorbeforethePurchaseDateandtheFinalFunding PaymentDate(otherthan,asofthePurchaseDate,thosePermitslistedonPartIIof Schedule3.1(j)),otherthansuchPermitsthatareofaministerialornon-discretionarynature,can reasonably be expected to be obtained in due course on commercially reasonable terms and conditionswhenneeded,andarenotrequiredtobeobtainedpriortothePurchaseDateortheFinal Funding Payment DateunderApplicableLaw. As ofthe Final Funding Payment Date, Part IIIof Schedule 3.1(j)lists all Permits that are ministerial in nature that have not been obtained and can reasonably be expected to be obtained in due course on commercially reasonably terms and conditions when needed. The Project Company has obtained all Permits required by Applicable Laws (including Environmental Laws) based on the current stage of development of the Project (with respect to the Effective Date only, except for obtaining the Subdivision Approval). All Permits that have been obtained are in full force and effect, are not in breach in any material respect,andarenotthesubjectofanypending,ortoSeller’sKnowledge,threatenedadverseaction orproceedingthatchallengesthelegality,validityorenforceabilityofsuchPermitsorthatattempts tomodifytheirrequirementsinanymaterialandadversemanner,and(unlessnotedin Schedule3.1(j)and accepted by Purchaser and Investor) all applicable regulatory or statutory appeal periods to file an administrative or judicial appeal under the Applicable Law pursuant to which such Permit was authorized (and not generally applicable appeal periods under the federal Administrative Procedures Act or any state analogue thereof) have expired. Assuming all applicable consents have been obtained, the Transactions contemplated by the Transaction Documents will not adversely affect the validity of such Permits. Neither Seller nor any of its AffiliateshasreceivedwrittennoticefromanyGovernmentalAuthorityregardinganyrevocation, withdrawal,suspension,cancellationorterminationofanyPermitthatisnecessaryforthelocation, development, construction or operation of the Project.

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(k)Warranties. On the Purchase Date, all warranties relating to the modules, trackers,invertersandtransformersfromanymanufacturerofanypartthereofshallbeinfullforce and effect in all material respects and shall have been assigned to the Project Company (to be effective as of “Final Completion” (as defined in the EPC Contract)).

(l)Title.(i)AsofthePurchaseDate,immediatelypriortotheexecutionofthe Assignment, Assumption and Transfer Agreement, (A) Seller has good title to, and is the owner of,onehundredpercent(100%)oftheissuedandoutstandingmembershipinterestsintheProject Company, (B) the Project is free and clear of all Liens other than Permitted Liens, and (C) legal title and ownership of the membership interests in the Project Company shall, on the Purchase Date,uponconsummationofthePurchasethereofpursuanttothisAgreement,passtoandremain with Purchaser, free and clear of all Liens (other than liens created pursuant to subsection (f) of thedefinitionofPermittedLiens);and(ii)onorbeforetheFinalFundingPaymentDate,legaltitle andownershipoftheProjectshallhavepassedtotheProjectCompany,freeandclearofallLiens (otherthanPermittedLiens).OtherthanPurchaser’srightshereunder,noPersonholdsanyoption, warrant or other right (including conversion or preemptive rights, preferential rights to purchase, rights of first refusal, rights of reversion, and repurchase rights) to acquire, directly or indirectly, the membership interests in the Project Company.

(m)Intellectual Property. Seller (or the Project Company) owns or has a valid licensetoallintellectual propertythatisreasonablynecessarytoinstall,operate andmaintainthe Project.Thereareno pendingclaims, actions,judicial orotheradversaryproceedings concerning any item of such intellectual property, and, to Seller’s Knowledge, no such action or proceeding is threatened, except in each case where such action or proceeding would not reasonably be expected to cause a Material Adverse Change.

(n)RealPropertyRights.AllofSeller’s(ortheProjectCompany’s)rightsand interests in real property contained in the Real Property Documents (the “Real Property Rights”) aresufficientforthesiting,development,constructionandoperationoftheProjectandforthefull performanceandenforcementbysuchPerson,andfromandafterthePurchaseDatebyPurchaser (oritsSubsidiary,ifapplicable),ofitsrights,remediesandobligationswithrespecttotheProject. ThegrantingoftheRealPropertyRightsundersuchRealPropertyDocumentsandtheassignment of such rights to Purchaser (or its Subsidiary, if applicable) in connection with the sale of the ProjectareinaccordancewiththeapplicableRealPropertyDocumentandanyapprovalorconsent requiredtherebyhasbeenobtained.NeitherSellernoritsSubsidiary(ifapplicable),nor,toSeller’s Knowledge, the Offtaker have been informed in writing by any owner of the real property associatedwithsuchRealPropertyRightsthatSeller(oritsSubsidiary)isinmaterialbreachofits obligations relating to such Real Property Rights or that such Real Property Rights have been or are being repudiated, challenged or terminated.

(o)Environmental Matters. (i) Seller and its Affiliates have complied and are incomplianceinallmaterialrespectswithallEnvironmentalLawswithrespecttotheProject,(ii) neitherSelleroritsAffiliateshaveReleasedorarrangedfororpermittedthedisposalofany Hazardous Substances in amannerthat has given orwould reasonably beexpected to giveriseto any material liabilities, including any remedial or cleanup obligations, by Seller or its Affiliates

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pursuanttoEnvironmentalLaws,(iii)toSeller’sKnowledge,theProjectdoesnotinvolvepremises whereHazardousSubstanceshavebeenReleasedinamannerthathasgivenorwouldreasonably be expected to give rise to any material liabilities, including remedial or cleanup obligations, by Seller or its Affiliates pursuant to Environmental Laws, (iv) none of Seller or its Affiliates or the Project Company has received written notice from any Person of an actual or potential violation of or liability under any Environmental Laws with respect to the Project, which remains pending or unresolved or is the source of ongoing material obligations or requirements that will require unbudgeted capital expenditures or materially increase the Project’s operating budget or could reasonablyresultinaMaterialAdverseChange,(v)therearenopendingor,toSeller’sKnowledge, threatenedEnvironmentalClaimsor,toSeller’sKnowledge,investigationsbyanyGovernmental Authority with respect to the Project Company or the Project, (vi) the Project Company is not subject to any material order of any Governmental Authority with respect to the Project or the Project site arising under Environmental Laws which is either the source of ongoing material obligationsorrequirementsthatwillrequireunbudgetedcapitalexpendituresormaterialincrease theProject’soperatingbudgetorcouldreasonablyresultinaMaterialAdverseChange,(vii)Seller has made available to Buyer complete copies of all material environmental studies, reports, assessments, and data regarding the Project and the Project Site and all material correspondence with Governmental Authorities concerning any actual or alleged non-compliance with EnvironmentalLaworanyeventorcircumstancethathasresultedorcouldreasonablybeexpected to result in a material liability or material adverse effect on the Project or the Project site in its possession or control, (viii) the Project Company has not, either expressly or by operation of Applicable Law, assumed or undertaken any material liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws, and (viii) the Project Company has maintained at all times during its ownership of the Project all financial assurances (including any bonds, letters of credit, insurance or trust accounts) as required under EnvironmentalLawfortheownership,development,operationandmaintenanceoftheProjectand Schedule 14contains a list of all financial assurances and accruals that the Project Company is required to maintain.

(p)NoCondemnation.Nocondemnationispendingor,toSeller’sKnowledge, threatened in writing with respect to the Project, or any portion thereof material to the ownership or operation of the Project, and no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownership or operation of the Project or the sale of electricity therefrom.

(q)EnergyRegulatoryMatters.

(1)The sale of the Project Company to Purchaser will not (i) cause Purchaser, Investor or any of their direct or indirect owners to become subject to, or not exempt from, regulation (A) as a “public utility” under the FPA, or (B) as a “holding company” under PUHCA, except solely with respect to one or more “exempt wholesale generators,”“foreignutilitycompany,”and/or“qualifyingfacilities”asthosetermsare defined in FERC’s regulations; or (ii) require the prior approval of FERC pursuant to the FPA or the Kentucky Public Service Commission pursuant to Applicable Law;

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(2)The Project Company will be an “exempt wholesale generator” pursuantto18C.F.R.§366.1ofFERC’sregulationsandProjectCompanyshallhavefiled or will file with FERC a notice of self-certification of exempt wholesale generator status pursuant to 18 C.F.R. § 366.7(a) of FERC’s regulations, or have obtained or will obtain fromFERCadetermination,pursuantto18C.F.R.§366.7(b)ofFERC’sregulations,with respecttosuchstatus,ineachcaseonorbeforethedateonwhichtheSystemfirstgenerates testpower.TheProjectCompanywillobtainfromFERCauthorizationtomakewholesale sales of electric energy, capacity and certain ancillary services at market-based rates, togetherwithblanketauthorizationsandwaivers oftherequirementsoftheFPAtypically granted by FERC to entities with such market-based rate authorization, including, but not limitedto,blanketauthorizationtoissuesecuritiesandassumeliabilitiesunderSection204 oftheFPA,withsuchauthorizationsandwaiverstobecomeeffectiveonorbeforethedate on which the System first generates test power.

(r)Sanctions and Anti-Money Laundering: No part of the proceeds from the Capital Contributions (A) will be, directly or knowingly indirectly, used or otherwise lent, contributed, or otherwise made available, to any Person, (x) to fund any activity, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, to the extent such activity, business ortransaction would beprohibited by Sanctions, or(y)in any other mannerthatwouldresultinaviolationofSanctionsbyanypartyhereto;(B)willbeused,directly orknowinglyindirectly,inviolationofAnti-MoneyLaunderingLaws;or(C)willbeused,directly or knowingly indirectly, in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Money Laundering Laws.

(s)Employees; ERISA. The Project Company does not nor has ever had any employees or any responsibility for any liabilities or obligations in connection with any Benefit Plan.The Project Company does not maintain or participate in, and has not, at any time in the past,sponsored,maintainedorparticipatedin,anyBenefitPlansubjecttoSection412oftheCode or Title IV of ERISA.

(t)Affiliate Transactions. Schedule 11 contains a list of all contracts entered into between the Project Company and any Affiliate of Seller or otherwise between any two or more of Seller and its Affiliates with respect to the Project.

(u)Books and Records. True and complete copies of the Books and Records have been provided to Purchaser.

(v)Brokers. Neither Seller nor any of its Affiliates has engaged any broker, finderoragentinconnectionwiththetransactionscontemplatedbythisAgreementthatcouldgive rise to any claim against Purchaser, the Project Company or any of Purchaser’s Affiliates for any brokerageorfinder’scommission,feeorsimilarcompensationinconnectionwiththetransactions contemplated by this Agreement.

(w)ConductofBusiness.NeitherSellernortheProjectCompanyhasconducted any business other than in connection with the development, construction, ownership, operation

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andmaintenanceoftheProjectandotheractivitiesincidentalorrelatedtheretoand,inthecaseof Seller, ownership of the Project Company.

(x)DISCLAIMERS. EXCEPT AS OTHERWISE AGREED BY SELLER (INCLUDING IN SECTION3.4) AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIESSETFORTHINTHISARTICLE3,AND IN ANY WRITTENCERTIFICATE OR NOTICE DELIVERED PURSUANT TO THIS AGREEMENT, THE SYSTEM IS BEING DELIVERED BY SELLER TO PURCHASER “AS IS, WHERE IS” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE SYSTEM OR PROJECT, VALUE OR QUALITY OF THE SYSTEM OR PROJECT OR THE PROSPECTS (FINANCIALANDOTHERWISE), RISKS ANDOTHER INCIDENTS OFTHE SYSTEM OR PROJECT. EXCEPT AS OTHERWISE AGREED BY SELLER AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 3, AND IN ANY CERTIFICATE OR CLOSING NOTICE AND CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SELLER OR THE SYSTEM OR PROJECT, OR ANY PART THEREOF.

3.2RepresentationsandWarrantiesofPurchaser.

Purchaserrepresentsandwarrants,withrespecttoitself,toSellerasfollowsasofthe Effective Date, Purchase Date and the Final Funding Payment Date:

(a)Organization,GoodStanding,Etc.Purchaserisalimitedliabilitycompany duly formed, validly existing and in good standing under the laws of the State of Delaware, and has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date hereof.

(b)Authorization,ExecutionandEnforceability.Purchaserhasfullpowerand authority to execute and deliver the Transaction Documents to which it is a party and to consummate the Transactions contemplated thereby. The execution and delivery by Purchaser of the Transaction Documents to which it is a party and the consummation by Purchaser of the Transactions contemplated thereby have been duly and validly authorized by all necessary companyactionrequiredonthepartofPurchaser,andtheTransactionDocumentsexecutedatthe timethisrepresentationismade,havebeendulyandvalidlyexecutedanddeliveredbyPurchaser. EachoftheTransactionDocuments(assumingdueauthorization,executionanddeliverybySeller) to which Purchaser is a party constitutes the legal, valid and binding agreement of Purchaser, enforceableagainstPurchaserinaccordancewithitsterms,exceptasenforcementmaybelimited byapplicablebankruptcy,insolvency,reorganization,moratoriumorsimilarlawsaffecting creditors’rightsgenerallyandbygeneralprinciplesofequity(regardlessofwhetherconsideredin a proceeding in equity or at law).

(c)No Violation. The execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party do not, and the performance

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by Purchaser of Purchaser’s obligations hereunder and thereunder shall not, (i)violate any laws, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions and writsofanyGovernmentalAuthorityhavingjurisdictionoverPurchaser,(ii)conflictwithorcause abreachofanyprovisioninthecharter,bylawsorotherorganizationaldocumentofPurchaser,or (iii)causeabreachof,constituteadefaultunder,causetheaccelerationof,createinanypartythe right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approvalunderanycontract,license,instrument,decree,judgmentorotherarrangementtowhich PurchaserisapartyorunderwhichitisboundortowhichanyofitsAssetsaresubjectexcept(in thecaseofthis clause(iii))forany that would not materially impairor be reasonably expected to materiallyimpairtheabilityofPurchasertomeetorperformitsobligationsundertheTransaction Documents.

(d)Legal Proceedings. There is no pending or, to Purchaser’s knowledge, threatened litigation, claim, action, suit, proceeding or governmental investigation against Purchaser or which seeks the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the Transactions contemplated by this Agreement, other than any such instance that would not materially impair or be reasonably expected to materiallyimpairtheabilityofPurchasertomeetorperformitsobligationsundertheTransaction Documents.

3.3NoOtherSellerRepresentations.

Without limiting the foregoing, except with respect to the representations and warranties of Seller set forth in this ARTICLE 3, in any certificate or notice delivered pursuant to this Agreement or expressly set forth as representations and warranties in the other Transaction Documents, Seller makes no additional representation or warranties.

3.4Installation;DefectsWarranty.

Sellerwarrantsthat(a)theSystemandSeller’sconstructionoftheSystemshallconsistof new and unused equipment and parts in good quality and condition and either (i)the warranties fortheProjectshall,bytheirterms,runtothebenefitoftheProjectCompanyorsuchotherPerson that owns such equipment or the solar energy generating system into which such equipment is incorporated or (ii)Seller shall transfer or cause to be transferred the manufacturers’ warranties fortheProjecttoPurchaser,tobeeffectiveasoforpriorto “FinalCompletion”(asdefinedinthe EPCContract),and(b)theInstallationshallbefreefrommaterialdefectsindesign,materialsand workmanship under normal operating conditions (the “Warranty”); provided, however, that this Warranty shall not include any warranty statements beyond the scope of this Warranty. Upon a breachoftheWarranty,theSellerwill,uponnoticefromPurchaser,O&MServiceProviderorthe OfftakerofaWarrantyclaim,atSeller’ssoleoption,eitherrepairorreplaceanydefectivepartsor construction,includingbycausingtheEPCContractor,itssubcontractorsoramanufacturerto repair or replace such defective parts or construction. The Seller shall have reasonable access to the Project site to the extent permitted by the Offtake Agreement, as necessary to perform its WarrantyobligationsunderthisAgreement.ThisWarrantyappliessolelytotheSystem anddoes not include site work, including but not limited to, grading and landscape maintenance, if

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applicable;provided,however,theSellershall,atitsexpense,repairanydamagetotheProjectsite caused by Seller or its Affiliates.

3.5Insurance.

Until the Purchase Date, Seller will procure and maintain, or cause the Project Company toprocureandmaintain,atnodirectcosttothePurchaser,insurancesubstantiallyinthetypesand amounts listed in Schedule 8attached hereto covering the activities of its employees and representatives and the EPC Contractor in connection with this Agreement.

3.6Reporting.

Until the Final Funding Payment Date, Seller will provide to Purchaser each report providedbySellerpursuanttoSection5.4oftheCreditAgreementpromptlyuponprovidingsuch report thereunder.

ARTICLE 4

TERMINATION

4.1Termination.

(a)TheobligationstopurchaseandselltheProjectunderthisAgreementshall automatically terminate on the Completion Deadline. No such termination shall diminish, terminate or suspend the Parties’ other rights and obligations under this Agreement.

(b)Without limiting Seller’s or Purchaser’s ability to exercise any right or remedy to which it is entitled hereunder or under any other Transaction Documents, this Agreement may be terminated at any time:

(1)by the non-defaulting Party if the other Party voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings, or makes an assignment for the benefit of creditors;

(2)by the non-defaulting Party if insolvency, receivership, reorganization,bankruptcyorsimilarproceedingsshallhavebeencommencedagainstthe otherPartyandsuchproceedingsremainundismissedorunstayedforaperiodofsixty (60)days;

(3)by Seller or Purchaser, upon prior written notice to the other Party, in the event Seller (withrespect to a termination by Purchaser) or Purchaser (with respect to atermination by Seller)is in material breach of arepresentation, warranty, covenant or provisioncontainedinthisAgreement,andsuchbreachshallnotberemediableor,if remediable,shallcontinueunremediedforaperiodequalto(i)twenty(20)BusinessDays (provided,that suchperiodshallbeextendedtoninety(90)daysso longassuchbreachis remediableandthedefaultingPartyisdiligentlypursuingthecureofsuchbreach)or,(ii)if such breach can be cured by making a payment, five (5) Business Days;

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(4)automaticallyandwithoutfurtheractionbyeither Partyonthedate on which the LLC Agreement is terminated; and

(5)bythemutualwrittenconsentofSellerandPurchaser.

4.2ProcedureandEffectofTermination.

(a)ThePartydesiringtoterminatethisAgreementpursuanttoSection4.1shall give written notice of such termination to the other Party in accordance with Section6.6, specifying the provision pursuant to which such termination is affected.

(b)If this Agreement is terminated pursuant to Section4.1(b)by Seller, Purchaser,orwiththeconsentofSellerandPurchaser,thenthisAgreementshallbeterminatedin its entirety as of the date of such termination with no liability on the part of any Party hereto; provided, however, that (i)Section 3.4, this Section4.2, Sections 4.3and 4.4, ARTICLE 5and ARTICLE 6shall survive the termination and (ii)no such termination shall relieve any Party of any liability or damages resulting from any breach by that Party of this Agreement or affect the rights oftheotherParty to indemnification forsuch breach norshall any such termination relieve any Party of any obligations that arose pursuant to this Agreement prior to such termination.

(c)If this Agreement is terminated (other than by Seller pursuant to Section4.1(b)(3))after the Purchase Date but prior to when the Final Funding Payment is made by Purchaser, then Seller shall reimburse the Initial Funding Payment to Purchaser within five (5) Business Days following such termination.

4.3IndemnificationbySeller.

(a)ExceptwithrespecttoanyTaxLoss,Sellershalldefend,indemnify andholdharmlessPurchaser,itsdirectorindirectequityowners(includingInvestor),theAffiliates of each (specifically including any Subsidiary of Purchaser), and its and their respective officers, directors, employees and agents (“Purchaser Indemnified Parties”) from and against any Losses resultingfrom(i)aSponsorTransactionParty’sbreachofanyrepresentation,warrantyorcovenant underthisAgreementortheotherTransactionDocuments,(ii)anyviolationofanyEnvironmental LawbytheSelleroritsAffiliatesrelatedtotheProjectortheinstallationthereofor(iii)theProject not having obtained the Subdivision Approval. In no event shall the aggregate liability of Seller under this Agreement with respect to the Purchaser Indemnified Parties and of the Class B Members under the LLC Agreement with respect to the Investor Indemnified Parties collectively exceedtheMaximumLiability;providedthattheMaximumLiabilitylimitationshallnotapplyto Lossesresulting,directlyorindirectly,from(x)thefraud,grossnegligenceorwillfulmisconduct of Seller or any Sponsor Transaction Party, (y)any Third Party Claims, or (z) breaches of the representationsand warrantiesinSections3.1(a), 3.1(b),3.1(c)(i),3.1(c)(ii),and3.1(l);provided, further, that in no event will Seller be responsible for any such Losses of Purchaser or any Purchaser IndemnifiedPartytotheextentcausedbyaPurchaser IndemnifiedParty’sfraud,gross negligence or willful misconduct.

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(b)If as a result of the breach or inaccuracy of a representation, warranty or covenant of Seller in this Agreement, any Purchaser Indemnified Party loses the benefit of, does nothavetherighttoclaim,suffersadisallowanceordeferralof,orissubjecttorecaptureofallor any portion of the Tax Credits or MACRS Deductions assumed in the Applicable Model, or is required to include amounts in gross income in amounts greater than assumed in the Applicable Model,ortheTaxCreditswithrespecttotheProjectarenot claimableinthetaxyearreflectedin theBaseCaseModeldeliveredpursuanttoSection2.4(p)(iftheFinalFundingPaymentDatehas not occurred)or2.5(x)(iftheFinal Funding Payment Datehas occurred), in each case regardless ofwhethersuch inabilitytoclaimsuch Tax Creditsinsuchyearistheresultofchanged facts and circumstancesoristheresultofadeterminationbytheIRS,(eacha“TaxLoss”),thenSellershall indemnify the Purchaser for such Tax Loss in the amount determined pursuant to Section4.3(c), providedthatSeller’sobligationshallbereducedbytheamountofanyTaxBenefitsuchPurchaser Indemnified Party realizes or is reasonably expected to realize as a result of such Tax Loss and that such Purchaser Indemnified Party would not have realized but for such Tax Loss. Notwithstanding the previous sentence, Seller will not be required to indemnify the Purchaser to theextentaTaxLossisattributableto(i)thegrossnegligenceorwillfulmisconductofaPurchaser IndemnifiedPartyoritsAffiliates,(ii)thebreachofanyrepresentationorwarrantybyaPurchaser IndemnifiedPartyoritsAffiliatesintheTransactionDocuments,(iii)aChangeinApplicableLaw (includingaChangeinTaxLaw)occurringafterdeliveryoftheTrue-UpBaseCaseModel,(iv)the inaccuracy ofany Fixed Tax Assumptions that results in thereduction, disallowance or recapture of any portion of the Tax Credits or MACRS Deductions allocated to the Class A Member under the LLC Agreement, unless they are incorrect due to a breach by the Seller of any of its representations, warranties or covenants in this Agreement, or (v) a transfer of the Class A Membership Interests.

(c)(1) Seller shall pay Purchaser upon a Final Determination the amount of any Tax Loss for which Seller is liable under Section 4.3(b), plus any related interest, fines, additions and penalties. For the avoidance of doubt, it is understood and agreed that the calculation of the amount payable pursuant to this Section4.3(c)(1)shall take into account any adjustmentsinotherTaxBenefitsasaresultofthepaymentmadepursuanttothisSection4.3(c)(1)and any U.S.federal incometax savings realized by thePurchaser Indemnified Parties as aresult of the Tax Loss or the payment pursuant to this Section 4.3(c)(1).

(2)ForTaxreportingpurposes,tothemaximumextentpermittedbythe Code,eachPartywillagreetotreatallamountspaidpursuanttothisSection4.3asanon-Taxable reimbursement of Project Purchase Price. To the extent any such payment is includableasincomeofaPurchaserIndemnifiedPartyasdeterminedasaresultofaFinal Determination, by agreement of the Parties or, if there is no Final Determination or agreement, by an opinion of a nationally-recognized Tax counsel selected jointly by Purchaser Indemnified Party and Seller that such amount is “more likely than not” includableasincomeofthePurchaserIndemnifiedParty,theamountofthepaymentshall be increased by the amount of any U.S.federal income tax required to be paid by the Purchaser Indemnified Party upon the receipt or accrual of the payment. For purposes of calculating the amount required to be paid and any resulting U.S. federal income tax savings if a payment pursuant to this Section4.3is includable as income of a Purchaser

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Indemnified Party, (A)each Purchaser Indemnified Party shall be deemed to havepaid or to be required to pay U.S.federal income taxes for the relevant periods at the maximum marginal federal income rates generally applicable to C-corporations whose taxable year is the calendar year in the taxable years in question, and (B)it will be assumed that each Purchaser Indemnified Party will have sufficient taxable income for U.S.federal income taxpurposes tofullyutilizeonacurrentbasis anyTaxBenefitsresultingfrom aTaxLoss or the events giving rise thereto.

(d)All claims by a Purchaser Indemnified Party for indemnification pursuant to this Agreement resulting from breaches of representations or warranties in any Transaction DocumentshallbeforeverbarredunlesstheSellerisnotifiedwithintwenty-four(24)monthsafter thedatesuchrepresentationorwarranty wasmade; providedthat,notwithstandingtheforegoing, (i) the representations and warranties in Section 3.1(g)shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account any waivers or extensions thereof), (ii) the representations and warranties in Sections 3.1(a), 3.1(b), 3.1(c)(i), 3.1(c)(ii),and3.1(l)shallsurviveindefinitelyand(iii)therepresentationsandwarrantiesinSection3.1(o)shall survive until the date that is sixty (60) days following the expiration of the longest statute of limitations applicable to such claim.

(e)No claim for indemnification may be made with respect to any Losses of the Purchaser Indemnified Parties (other than with respect to Third Party Claims, fraud, gross negligence, willful misconduct) until the aggregate amount of such Losses sought by (or previously sought by) the Purchaser Indemnified Parties under this Agreement and all other Transaction Documents exceeds One Hundred Thousand Dollars ($100,000) in the aggregate; providedthat such threshold shall not apply to any indemnification claims made with respect to anyTaxLoss;providedfurther,thatoncesuchthresholdamountofclaims(otherthanwithrespect to any claims for Tax Loss which shall have no threshold) has been reached, then the Purchaser Indemnified Parties and their Affiliates shall have the right to be indemnified with respect to all suchclaims,includingamountsthatwerenotpreviouslypaidbecausesuchthresholdhadnotbeen reached. Claims for indemnification under this Agreement and the other Transaction Documents shall not be duplicative of one another and shall not allow for duplicative recoveries.

4.4IndemnificationbyPurchaser.

Purchaser shall defend, indemnify and hold harmless Seller, its Affiliates and their respectivemembers,officers,directors,employeesandagents(“SellerIndemnifiedParties”)from andagainstanyLossesarisingunderorrelatingtoPurchaser’sperformanceornonperformanceof Purchaser’sobligationsunderthisAgreement.InnoeventshalltheaggregateliabilityofPurchaser under this Agreement with respect to Seller Indemnified Parties exceed one hundred percent (100%)ofthetotalProjectPurchasePrice;providedthattheLossesresulting,directlyorindirectly, from(i)the fraud,grossnegligenceor willfulmisconductof thePurchaseror (ii)anyThirdParty Claimsshallnotbesubjecttosuchindemnitycap;provided,further,thatinnoeventwillPurchaser be responsible for any such Losses of Seller to the extent caused by Seller Indemnified Party’s fraud, gross negligence or willful misconduct.

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4.5NoConsequentialDamages.

EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN AND EXCEPT FOR INDEMNIFIED THIRD PARTY CLAIMS PURSUANT TO SECTION4.3OR SECTION4.4, AS APPLICABLE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTYUNDERTHISAGREEMENTOROTHERWISEFORCONSEQUENTIAL,SPECIAL, INCIDENTAL,EXEMPLARY,STATUTORYORPUNITIVEDAMAGESARISINGOUTOF OR RELATED TO THIS AGREEMENT WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE; PROVIDEDTHAT A LOSS OR INABILITY TO CLAIM TAX CREDITS OR OTHER ADVERSE TAX CONSEQUENCES SHALL NOT BE TREATED AS CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR PUNITIVE DAMAGES.

4.6IndemnificationProcedures.

(a)ExceptwithrespecttoaTaxLoss,eachofSeller’sobligationsinSection4.3and Purchaser’s obligations in Section4.4above (each, as applicable, the “Indemnifying Party”) withrespecttoanyThirdPartyClaimarecontingentuponSellerIndemnifiedPartiesorPurchaser IndemnifiedParties(each,asapplicable,the“Indemnitee”),promptlynotifyingtheIndemnifying Partyinwritingofsuchclaimandpromptlytenderingthecontrolofthedefenseandsettlementof any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligationofIndemnifyingPartytotheIndemniteeshallbereducedifandtotheextentthefailure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; providedthat the foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of Seller. The Indemnitee shall also cooperate with the Indemnifying Party,attheIndemnifyingParty’sexpense,indefendingorsettlingsuchclaimandtheIndemnitee mayjoinindefensewithcounselofitschoiceatitsownexpense.AnIndemnifyingPartymaynot, without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a Third Party Claim, the defense of which has been assumed by the Indemnifying Party unless suchsettlement,compromiseorconsent(i)doesnotcontainanyadmissionorstatementsuggesting any wrongdoing or liability on behalf of the Indemnitee; and (ii)does not contain any equitable order,judgment orterm thatinanymanneraffects,restrainsorinterfereswiththebusinessofthe Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to the entry of any judgment regarding any Third Party Claim for which indemnification is sought and the defense of which has not been assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

(b)In the case of indemnification in respect of a Tax Loss, Seller shall pay to Purchaseranyrequiredindemnitywithinten(10)daysofPurchaser’snoticetoSellerofsuchTax Loss accompanied by a written statement describing in reasonable detail such Tax Loss and the computation of the amount so payable. Any dispute regarding the amount payable pursuant to Section4.3(c)(1)in respect of such Tax Loss shall be resolved pursuant to the dispute resolution

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procedures described in Section11.11(c)of the LLC Agreement revised mutatis mutandis to reflect Seller and Purchaser hereunder instead of Managing Member and the Disputing Member, as those terms are defined in the LLC Agreement.

ARTICLE 5

SUBMISSIONTOJURISDICTION

THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTYINTHESTATEOFNEWYORK.EACHPARTYHEREBYWAIVESANYRIGHT ITMAYHAVETOASSERTTHEDOCTRINEOFFORUMNONCONVENIENSORSIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION. EACH PARTY HERETO IRREVOCABLYANDUNCONDITIONALLYWAIVESTRIALBYJURYINANYACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITHRESPECTTHERETO.EACHPARTYACKNOWLEDGESTHATITANDTHEOTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HEREBY AUTHORIZES AND ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS CONTEMPLATED BY THIS ARTICLE 5BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET FORTH IN SECTION6.6. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

ARTICLE 6

GENERALPROVISIONS

6.1ExhibitsandSchedules.

AllExhibitsandSchedulesattachedheretoareincorporatedhereinbyreference.

6.2Amendment,ModificationandWaiver.

ThisAgreementmaynotbeamendedormodifiedexceptbyaninstrumentinwritingsigned bythePartyagainstwhichenforcementofsuchamendmentormodificationissought.Anyfailure ofSellerorPurchasertocomplywithanyobligation,covenant,agreementorconditioncontained hereinmaybewaivedonlyifsetforthinaninstrumentinwritingsignedbythePartytobebound thereby,butsuchwaiverorfailuretoinsistuponstrictcompliancewithsuchobligation,covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

EachParty’srightsandremediesunderthisAgreementareintendedtobedistinct,separate and cumulative and no such right or remedy therein or herein mentioned, whether exercised by such Party or not, is intended to be an exclusion or a waiver of any of the others.

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6.3Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as theeconomicorlegal substance of the Transactions contemplated herein are not affected in any manner materially adverse to any Party.

6.4Expenses.

With the exception of the Closing Expenses and the Post-Closing Expenses, each Party shall be responsible for all of its own legal costs, fees and expenses in connection with the TransactionscontemplatedbythisAgreementandtheotherTransactionDocumentstowhichitis a party.

6.5PartiesinInterest.

This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of each Party and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement, unless otherwise expressly set forth herein.

6.6Notices.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by a nationally recognized overnight courier or by electronic mail transmission ormailed by registered or certified mail to theParties at the following addresses (or at such other address for a Party as shall be specified by like notice):

(a)If to the Seller, to:

MN8DevCo3LLC

c/oMN8EnergyLLC

1155AvenueoftheAmericas,27thFloor

New York, NY 10036

Attn:Legal

Email:notices@mn8energy.com

withacopy(whichshallnotconstitutenotice)to:

Holland & Knight LLP

811 Main St, Suite2500

Houston,TX77002

Attn:RamSunkaraand MadeleineTan

Email:Ram.Sunkara@hklaw.com;Madeleine.Tan@hklaw.com

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(b)IftoPurchaser,to:

MN8FMGLLC

c/oMN8EnergyLLC

1155AvenueoftheAmericas,27thFloor

New York, NY 10036

Attn:Legal

Email:notices@mn8energy.com

and:

AffiliatedFMInsuranceCompany

270 Central Avenue

P.O.Box 7500

Johnston, RI02919

Attn:PamelaGriffing,StaffSeniorVicePresident,ChiefTaxOfficer

Withcopiesto:

BlueCurrentCapitalPartners,LLC

1792 Brookhaven Court

Auburn,AL36830

Attn: Bryan Mills

Email:bmills@bluecurrentcp.com&

mharrington@bluecurrentcp.com

and:

AkinGumpStraussHauer&FeldLLP

2001 K Street, N.W.

Washington,DC20006

Attn: Shariff Barakat

Email:sbarakat@akingump.com

All notices and other communications given in accordance herewith shall bedeemed given (i)on the date of delivery, if hand delivered, (ii)on the date of receipt, if sent by electronic mail, or if such date is not a Business Day, the next Business Day following the date of receipt, providedsendercananddoesprovideevidenceofsuccessfultransmission,(iii)onthefifth(5th)Business Dayafterthedateofmailing,ifmailedbyregisteredorcertifiedmail,returnreceiptrequested,or (iv)onthesecond(2nd)BusinessDayafterthedateofsending,ifsentbyanationallyrecognized overnightcourier;providedthatanoticegiveninaccordancewiththisSection6.6butreceivedon any day other than a Business Day or after5:00 p.m. New York time, on a Business Day in the place of receipt shall be deemed given on the next Business Day in that place.

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6.7Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

6.8EntireAgreement.

ThisAgreementconstitutestheentireagreementamongthePartiesandsupersedesallprior agreements, letters of intent and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

6.9GoverningLaw.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITHTHELAWSOFTHESTATEOFNEWYORK,UNITEDSTATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.10Public Announcements.

The Parties agree that neither may, except to the extent required by applicable law, any governmental, judicial or regulatory authority or agreements or regulations of any stock or commodities exchange (and then only with as much prior written notice to and/or consultation with the other Party as is practical under the circumstances), issue any press release or make any other public announcements that references the other Party (or any of its direct or indirect equity owner’s)withoutthepriorwrittenconsentofsuchotherPartyandtheInvestor.NeitherPartyshall make any kind of public announcement that references any equity ownership of the Investor without the prior written consent of the Investor.

6.11Assignment.

Neither Party shall assign this Agreement without the prior written consent of the other Party, in its sole discretion. Any attempted assignment of this Agreement other than in strict accordance with this Section 6.11shall be null and void and of no force or effect.

6.12RelationshipofParties.

ThisAgreementdoesnotconstituteajointventure,associationorpartnershipbetweenthe Parties.Noexpressorimpliedterm,provisionorconditionofthisAgreementshallcreate,orshall be deemed to create, an agency, joint venture, partnership or any fiduciary relationship between the Parties.

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6.13SuccessorsandAssigns.

This Agreement shall inure to the benefit of each Party and each Party’s successors and permittedassigns, andshall bebindingupon and enforceable against each Partyand eachParty’s successors and permitted assigns.

6.14Access.

PurchaserherebygrantsSelleranditsauthorizedagents,employeesandAffiliatestheright toaccessanytheProjectforthepurposeofSellerperformingitsobligationsunderthisAgreement and the Offtake Agreement. Seller hereby accepts such access rights, and further accepts the conditionsatthesiteoftheProjectasitexists,andacknowledgesthatPurchaserhasnoobligation to grant Seller additional access rights orto changethe conditions at theProject site. Such access rights granted pursuant to this Agreement will automatically expire immediately upon the termination or expiration of this Agreement.

6.15JointEffort.

Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the Parties than against the other. AnyruleofconstructionthatambiguitiesaretoberesolvedagainstthedraftingPartyshallnotbe employed in the interpretation of this Agreement, or any amendments hereto.

[Remainderofpageintentionallyleftblank]

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed on its behalf as of the date first written above.

Signature Page to DPA

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EXHIBIT E

AmendedCreditAgreement

CREDITAGREEMENT

DATEDASOFDecember31,2024

AMONG

MN8DEVCO3LLC

asDevcoBorrower,

MN8BLEEKERLLC

asOpcoBorrower,

THELCISSUERSPARTYHERETOFROMTIMETOTIME,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

NATIXIS, NEW YORK BRANCH,

asAdministrativeAgent,

NATIXIS,NEWYORKBRANCH,

asCollateralAgent

and

NATIXIS,NEWYORKBRANCH,

asCoordinatingLeadArranger,SoleBookrunnerandStructuringAgent,

______________________________________________________

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

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

and

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

TABLEOFCONTENTS

i

ii

iii

iv

v

vi

vii

CREDITAGREEMENT

This Credit Agreement (this“Agreement”) is entered into as of December 31, 2024, by and among (i)MN8 DEVCO 3 LLC, a Delaware limited liability company (the “Devco Borrower”), (ii) MN8 BLEEKER LLC, a Delaware limited liability company (the“Opco Borrower”),(iii)NATIXIS,NEWYORKBRANCH,asadministrativeagentfortheLenders(in suchcapacity,togetherwithanysuccessoradministrativeagentappointedpursuanttoSection11in such capacity, the“Administrative Agent”), (iv) NATIXIS, NEW YORK BRANCH, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and (v)THE LC ISSUERS AND LENDERS FROM TIME TO TIME PARTY HERETO.All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section1.1hereof.

PreliminaryStatement

WHEREAS,theBorrower(asdefinedbelow)has,subjecttothetermsandconditionsset forthinthisAgreement,requestedthattheLenders(asdefinedbelow)provide(a)aconstruction loan facility and (b)a bridge loan facility, which will be used to support the construction of the Projects (as defined below), subject to certain limitations set forth herein;

WHEREAS, the Borrower has, subject to the terms and conditions set forth in this Agreement,requestedthat(a)theLCIssuer(asdefinedbelow)committoissuecertainLettersof Credit (as defined below)from time to time, ineachcase, subject to theterms and conditions set forth herein, and (b) the Lenders commit to make LC Loans (as defined below) to the Borrower in order to fund anydrawings on anysuch Letters of Credit issued hereunder; and

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

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

SECTION1.DEFINITIONS;INTERPRETATION.

Section 1.1.    Definitions.The followingtermswhenusedhereinshallhavethe following meanings:

“Acceptable Bank” means anybank or trust companywhich isorganized orislicensed as a branch or agency under the laws of the United States of America, Canada or any state or provincethereofwhichhasacombinedcapitalandsurplusandundividedprofitsofatleast $1,000,000,000 and has outstanding unguaranteed and unsecured long-term indebtedness which is rated “BBB+” or better by S&P or “Baa1” or better by Moody’s.

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“AcceptableLCIssuingBank”meansanybankortrustcompanywhichisorganizedor is licensed as a branch or agencyunder the laws of the United States of America, Canada or any state or province thereof which has a combined capital and surplus and undivided profits of at least $1,000,000,000 and has outstanding unguaranteed and unsecured long-term indebtedness which is rated “A-” or better by S&P or “A3” or better by Moody’s.

“Additional Project Document” means any contract or agreement entered into by (or assigned to) anyProject Group Member after the Financial Closing Date that either (a)replaces or is entered into in substitution of an existing Project Document, (b) contains obligations the performance or non-performance of which could be reasonably expected to have a Material Adverse Effect or (c) could reasonablybe expected to havepayments to or bytheProject Group Membersoravalueinexcessof$3,000,000intheaggregateoverthetermofsuchcontractor $500,000 per year, and in each case other than Tax Credit Transfer Documents or Tax Equity Documents.

“AdministrativeAgent”isdefinedinthepreambleofthisAgreement.

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

“AffectedFinancialInstitution”means(a)anyEEAFinancialInstitutionor(b)any U.K.FinancialInstitution.

“AffectedLender”isdefinedinSection2.13hereof.

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

“AgentIndemnitee”isdefinedinSection11.5hereof.

“Agents”means,collectively,theAdministrativeAgentandtheCollateralAgent.

“Agreement”isdefinedinthepreambleofthisAgreement.

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

“AlternateBaseRate”shallmean,foranyday,arateperannumequaltothegreatestof (a)the Base Rate in effect on such day, (b)the sum of the Federal Funds Rate in effect on such dayplus one half of one percent (0.5%), (c)the sum of Term SOFR in effect on such day(or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.0%) and (d) the Floor.Any change in the Alternate Base Rate shall be effective from and including the effective date of such change in the Base Rate, the Federal Funds Rate or Term SOFR, respectively.

“OmnibusAmendmentEffectiveDate”means[               ],2025.

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“AmericanBeechEPCContract”meansthatcertainPVEngineering,Procurementand ConstructionAgreement,datedasofSeptember24,2024,byandbetweenAmericanBeech Project Company and Pure Power Contractors, LLC, as supplemented by that certain Limited NoticetoProceed,datedasofJanuary24,2024,thatcertainLimitedNoticetoProceed#2,dated as of May 31, 2024, that certain Limited Notice to Proceed #3, dated as of June 24, 2024, that certain Limited Notice to Proceed #4, dated as of August 8,2024,that certain Limited Noticeto Proceed #5,dated as of August 14, 2024 and that certain Limited Notice toProceed#6,datedas of October 10, 2024.

“American Beech HV BOP Agreement” means that certain HV Balance of Plant Agreement, dated as of September27,2024,byandbetween American BeechProjectCompany and RES America Construction Inc, as supplemented bythat certain Limited Notice to Proceed, dated as of April 23,2024, that certain Amended andRestated Limited Notice toProceed,dated as of June 6,2024, that certainSecond Amended andRestated Limited NoticetoProceed,dated as of August12,2024,andthatcertainThirdAmendedandRestated LimitedNoticetoProceed, dated as of August 30, 2024.

“American Beech Interconnection Construction Service Agreement” means that certainInterconnectionConstructionServiceAgreement,datedasofMay2,2022,byandamong PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company, as amended bythat certain Agreement to Amend,dated as ofMay4,2023, by and among PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company.

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

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

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

“AmericanBeechModuleSupplierParentGuaranty”meansthatcertainSellerParent Guaranty,datedasofMay16,2024,issuedbyJinkoSolarCo.,Ltd.,infavorofAmericanBeech Project Company.

“American Beech Module Supply Agreements” means, collectively, (a)that certain Project Module SupplyAgreement, dated as of May16, 2024, byand between American Beech

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Project Company, and Jinko Solar (U.S.) Industries Inc., as amended by that certain First Amendment to Project Module Supply Agreement, dated as of September 24, 2024, by and betweenAmericanBeechProjectCompany andJinkoSolar(U.S.)IndustriesInc.and(b)that certainProjectModuleSupplyAgreement,datedasofSeptember27,2024,byandbetween American Beech Project Company and Jinko Solar (U.S.) Industries Inc.

“American Beech Mortgage” means that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (North Carolina) from American Beech ProjectCompanytoChicagoTitleInsuranceCompany,aFloridacorporation,asTrusteeforthe benefit of Collateral Agent.

“AmericanBeech PCSSkidandCommissioningPurchaseOrder”meansthatcertain Purchase Order No. P-0284-6245 for PCS Skids and Commissioning, dated as of July17,2024, by and between American Beech Project Company and Sungrow USA Corporation.

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

“AmericanBeechProject”meanstheapproximately196MWsolarphotovoltaicenergy project located in Halifax County, North Carolina.

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

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

“AmericanBeechSite”meanstherealpropertydescribedonExhibitAoftheAmerican Beech Pro Forma.

“AmericanBeechTitlePolicy”isdefinedinSection7.25(d)hereof.

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

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

“American Beech Warehouse Agreements” means, collectively, (a)the Warehousing ServicesAgreement,datedSeptember30,2024,betweenAmericanBeechProjectCompanyand

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

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

“AmericanBeechSurvey”isdefinedinSection6.1(q)hereof.

“Annual Operating Budget” means, with respect to a Project, an operating budget containing information substantially in the form provided in the tabs labeled “Bluebird Schedule” (with respect to the BluebirdProject), “American Beech Schedule” (with respect to the American BeechProject) and “Prairie Schedule” (with respect to the PrairieProject) in the Base Case Model, to be prepared by the Borrower.

“Anti-Corruption Laws” means any laws, rules or regulations of any jurisdiction relatingtoorconcerningthepreventionorprohibitionofbriberyorcorruption,includingthe U.S.ForeignCorruptPracticesActof1977,asamended,andtheUKBriberyAct2010.

“Anti-Money Laundering Laws” means any laws, rules or regulations of any jurisdiction relating to or concerning the prevention or prohibition of money laundering or terrorism, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the U.S. Bank Secrecy Act), as amended by the PATRIOT Act.

“Applicable Law” means any constitution, statute, law, rule, regulation, ordinance, judgment, order, decree or Governmental Approval, or any published directive or requirement which has the force of law, or other governmental restriction which has the force of law, or any determination by, or interpretation of any of the foregoing by, anyjudicial authority, applicable to and/or binding on a given Person, as the context may require, whether in effect as of the Financial Closing Date or thereafter and, in each case, as amended (includingall Environmental Laws and anyof the foregoing pertaining to land use or zoning restrictions).

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

“Applicable Permit” means, at any time, any material Permit, including any Environmental Permit, land use approval, siting or building permit, decision or authorization given by any Governmental Authority, that is (a) required to be obtained and necessary at such given time in light of the stage of development, construction or operation of any Project (to the extent required by Applicable Law or the Operative Documents) to occupy the applicable Site and construct, test, interconnect, operate, maintain, or own such Project as contemplated by the applicable Operative Documents, and for the applicable Project Company to sell electricity and renewable energy credits therefrom, in each case, in accordance with all Applicable Laws and/or (b) listed on Schedule 5.12; providedthat, as of the date of each Credit Event after the Financial Closing Date, the Borrower shall supplement Schedule 5.12with any additional Applicable Permits that previously were not, but as of the date of such Credit Event are, required to be disclosed pursuant to clause (a)above.

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

“ApprovedFund”meansanyFundthatisadministeredormanagedby(a)aLender, (b)an Affiliate of a Lender or (c)an entity or an Affiliate of an entity that administers or manages a Lender.

“AssetDisposition”means,withrespecttoanyPerson,anysale,assignment,transferor other disposition bysuch Person of anypersonal or real propertyowned bysuch Person.

“Asset Disposition Proceeds” means, with respect to any Asset Disposition, the Net Cash Proceeds actuallyreceived bythe Borrower in connection with such Asset Disposition.

“AssignmentandAcceptance”meansanassignmentandacceptanceagreemententered into bya Lender and an assignee (with the consent of anypartythe consent of which is required bySection12.19hereof), and accepted bythe Administrative Agent, insubstantiallytheform of Exhibit Eor any other form approved by the Administrative Agent.

“Authorized Officer” means, with respect to any Person, the chief executive officer, president, chief financial officer, general counsel, principal accounting officer, treasurer, assistant treasurer, secretary, assistant secretary or any vice president of such Person, or the equivalent position of such Person provided pursuant to the applicable Organizational

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Documents,orsuchotherofficerorrepresentative(orindividualholdingadesignatedauthorized office) specifically authorized by such Person’s managing member, board of directors, management committee or equivalent governing body.

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

“AvailableConstructionFunds”means,atanytime,thesumof,withoutduplication, (a)the aggregate amount of Available Construction Loan Commitments at such time, (b)the aggregate amount of Available Bridge Loan Commitments at such time, (c)the aggregate amountofAvailableUpsizeBridgeLoanCommitmentsatsuchtime,(d)anyamountsondeposit atsuchtimeintheBorrowerAccountsthatareavailableforpaymentofProjectCosts,and (e)anyliquidated damages, insurance proceeds,or warrantypaymentsunderProject Documents received bytheBorrower,anyProjectCompany,oranAffiliateofanyProjectCompany(except to the extent such amounts are required to be applied to prepayLoans hereunder).

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

“Available LC Commitment” means, at any time, the LC Commitment at such time, minus the aggregatestated amounts ofanyLetters ofCreditissuedandoutstandingatsuchtime, minustheaggregateamountofanyunpaidReimbursementObligationsinrespectofsuchLetters of Credit, minus the aggregate principal amount of all LC Loans made or deemed made in connection with any Letters of Credit hereunder.

“Available LC Loan Commitment” means, at any time, the aggregate amount of the LCLoanCommitmentsatsuchtimeminustheaggregateprincipalamountofallLCLoansmade or deemed made hereunder, as maybe increased at anytime pursuant to Section 2.4(c)(ii).

“AvailableTenor”means,asofany dateofdeterminationandwithrespecttothe then-current Benchmark, as applicable, (x)if such Benchmark is a term rate, anytenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y)otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 12.20(b)(iv).

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

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“Back-LeverageDate”meansthedateonwhichCompletionandSCFundingDatehave occurred with respect to a Project.

“Bail-In Action” means the exercise of anyWrite-DownandConversionPowers bythe 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 implementingArticle55ofDirective2014/59/EUoftheEuropeanParliamentandoftheCouncil of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; and (b) withrespect to theUnitedKingdom,Part IoftheUnitedKingdomBankingAct 2009(as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

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

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

“Base Case Model” means the financial model as of the Financial Closing Date referenced in Exhibit J-1, as updated pursuant to Section 7.21, Section 7.22or Section 7.24.

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

“BaseRateLoan”meansaLoanbearinginterestataratespecifiedinSection2.5(a)hereof.

“BaseRateTermSOFRDeterminationDay”isdefinedinthedefinitionof“Term SOFR”.

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

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

“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark Transition Event has occurred with respect to Compounded SOFR or the then-current Benchmark, then “Benchmark”means the applicable BenchmarkReplacement tothe extentthat suchBenchmarkReplacementhasreplacedsuchpriorbenchmarkratepursuantto Section 12.20(b)(i).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a)the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower 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 Bodyor (ii)anyevolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicatedcreditfacilitiesatsuchtimeand(b)therelatedBenchmarkReplacementAdjustment; provided that, if such Benchmark Replacement (after giving effect to the related Benchmark ReplacementAdjustment)wouldbelessthantheFloor,suchBenchmarkReplacement(after givingeffecttotherelatedBenchmarkReplacementAdjustment)willbedeemedtobetheFloor for the purposes of this Agreement and the other Credit Documents.

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

“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of Compounded SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, 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” or anysimilar or analogous definition (or the addition of a conceptof “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section12.20(b)and other technical, administrative or operational matters) that the Administrative Agent decides (except upon and during the occurrence of an Event of Default, in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and

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administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such marketpracticeisnotadministrativelyfeasibleoriftheAdministrativeAgentdeterminesthatno market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

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

(a)inthecaseofclause(a)or(b)ofthedefinitionof“BenchmarkTransitionEvent”, the later of (i)the date of the public statement or publication of information referenced therein and (ii)the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); and

(b)in the case of clause(c)of the definition of “Benchmark Transition Event”, the firstdateonwhichsuchBenchmark(orthepublishedcomponentusedinthecalculationthereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (orsuch component thereof) have been determined and announced by the regulatory supervisor for the administratorofsuchBenchmark(orsuchcomponentthereof)tobenon-representative;provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause(c)and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if the then-current Benchmark is a term rate, the“Benchmark Replacement Date” will be deemed to haveoccurred inthe caseof clause(a)or (b)with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcingthat such administrator has ceased or will cease to providesuch Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time ofsuchstatementorpublication,thereisnosuccessoradministratorthatwillcontinuetoprovide suchBenchmark(orsuchcomponentthereof)or,ifsuchBenchmarkisatermrate,anyAvailable Tenor of such Benchmark (or such component thereof);

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(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator ofsuch Benchmark (orsuch component)has ceased or will ceaseto provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmarkis atermrate,anyAvailableTenorofsuchBenchmark(orsuchcomponentthereof); or

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

For the avoidance of doubt, if the then-current Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statementorpublicationofinformationsetforthabovehasoccurredwithrespecttoeach then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a)beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacementhas replacedthethen-current Benchmark for allpurposeshereunder andunderany Credit Document in accordance with Section12.20(b)and (b)ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 12.20(b).

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

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

“BHCActAffiliate”isdefinedinSection12.36(b)hereof.

“Bluebird Development and Purchase Agreement” means the Development andPurchaseAgreement,datedasoftheOmnibusAmendmentEffectiveDate,byandbetweenHoldco (Bluebird) and Devco Borrower.

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

“Bluebird EPC Contract” means that certain Engineering, Procurement and Construction Agreement, dated as of August 25, 2023, by and between Bluebird Project Company and DEPCOM Power, Inc., as amended by that certain Amendment No. 1 to Engineering, Procurement and Construction Agreement, dated as of September 13, 2024, that certainChangeOrderNo. 1,datedas ofJuly17,2024,thatcertainChangeOrderNo.2,datedas of February 6, 2024, , that certain Change Order No. 4, dated as of February 14, 2024, that certain Change Order No. 5, that certain Change Order No. 8, dated as of April 10, 2024, that certainChange Order No. 9,dated as ofApril 24,2024,thatcertainChangeOrderNo.11,dated as of April 30, 2024, that certain Change Order No. 12, dated as of May 17, 2024, that certain Change Order No. 13, dated as of June 4, 2024, that certain Change Order No. 14, dated as of September 13, 2024, that certain Change Order No. 15, dated as of August 15, 2024,that certain Change Order No. 18, dated as of August 6, 2024, that certain Change Order No. 19, dated as of August 6, 2024,that certain Change Order No. 23, dated as of September 6, 2024, that certainChange Order No. 24,dated as ofSeptember6,2024,thatcertainChangeOrderNo. 26, dated as of November 6, 2024, that certain Change Order No. 27, dated as of November 19, 2024,thatcertainChangeOrderNo.31,datedasofNovember20,2024,assupplementedby that certain Limited Notice to Proceed No. 1, dated as of November 14, 2022, that certain Limited Notice to Proceed No. 2, dated as of February 20, 2023, that certain Limited Notice to Proceed No. 3, dated as of July 27, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Bluebird HV EPC Contract” means that certain HV Engineering, Procurement and Construction Agreement, dated as of December 19, 2023, by and between Bluebird Project Company and RES System 3, LLC, as amended by Change Order No. 01, dated as of February 16,2024,ChangeOrderNo.2,datedasofAugust8,2024,ChangeOrderNo.3,datedasofJune 19,2024,ChangeOrderNo.4,datedasofAugust5,2024,ChangeOrderNo.5,datedasof August 12, 2024, Change Order No. 6, dated as of August 12, 2024, and Change Order No. 7, dated as of October 16, 2024, and as supplement by Limited Notice to Proceed, dated as of February 4, 2023, First Amended & Restated Limited Notice to Proceed, dated as of March 9, 2023, Amendment to the First Amended &Restated Limited NoticetoProceeddated as ofMay 3, 2023, Second Amended & Restated Limited Notice to Proceed, dated as of June 1, 2023, Third Amended & Restated Limited Notice to Proceed, dated as of August 8, 2023, and Fourth Amended & Restated Limited Notice to Proceed, dated as of October 27, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

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

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PJMInterconnection,L.L.C.,BluebirdProjectCompany,andEastKentuckyPowerCooperative, Inc.

“Bluebird Interconnection Service Agreement” means that certain Interconnection Service Agreement, dated as of July 1, 2021, by and among PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc., as amended by that certain Agreement to Amend, dated as of June 27, 2023, by and among PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc.

“BluebirdInverterSupplyAgreement”meansthatcertainPurchaseOrder(P-0235-4918), dated as of September 1, 2023, by and between Bluebird Project Company and SungrowUSACorporation,asamendedbyChangeOrder#1,datedSeptember22,2023,Change Order#2,datedOctober18,2023,ChangeOrder#3,datedApril10,2024,ChangeOrder#4, datedJuly12,2024,ChangeOrder#5,datedAugust12,2024,ChangeOrder#6,dated September 20, 2024, Change Order #7, dated September 20, 2024, and Change Order #8, dated December 5, 2024, entered into pursuant to that certain Master Supply Agreement, dated as of April 21, 2023, byand between BayWa r.e. Solar Projects LLC and Sungrow USA Corporation.

“BluebirdModuleBuyerParentGuaranty”meansthatcertainBuyerParentGuaranty, dated as of June 6, 2023, issued byBayWa r.e. AG, in favor of Jinko Solar (U.S.) Industries Inc.

“Bluebird Module Supplier Parent Guaranty” means that certain Seller Parent Guaranty,datedasofJune13,2023,issuedbyJinkoSolarCo.,Ltd.,infavorofBluebirdProject Company.

“Bluebird Module Supply Agreement” meansthat certain Project Module Supply Agreement No. MCUSGT22Q303, dated as of May 16, 2023, by and between Bluebird Project Companyand JinkoSolar (U.S.) Industries Inc., as amended bythat certain First Amendment to Project Module Supply Agreement, dated as of January 17, 2024, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc., and as amended bythat certain Second Amendment to Project Module Supply Agreement, dated as of June 4, 2024, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc.

“Bluebird Mortgage” means that certain Leasehold and Easement Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Kentucky) from Bluebird Project Company to the Collateral Agent.

“Bluebird Power Purchase Agreement” means that certain Amended and Restated Virtual Power Purchase Agreement, dated as of October 23, 2023, by and between Bluebird Project Company and J. Aron & Company LLC.

“Bluebird Project”meansthe approximately137MWsolarphotovoltaicenergyproject located in Harrison County, Kentucky.

“Bluebird Project Beginning of Construction Certificate” means that certain certificate in the form attached as Exhibit Nhereto.

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

“Bluebird Project Energy Community Adder Certificate” means that certain certificate in the form attached as Exhibit Qhereto.

“BluebirdSite”meanstherealpropertydescribedonExhibitAoftheBluebirdPro Forma.

“BluebirdSolarInvestments”meansBluebirdSolarInvestmentsLLC,aKentucky limited liabilitycompany.

“BluebirdTitlePolicy”isdefinedinSection6.1(q)hereof.

“Bluebird Transformer Purchase Agreement” means that certain Purchase Order No. P-0288-911,datedasofAugust23,2019,byandbetweenVirginiaTransformerCorporationand Bluebird Project Company (as assignee of BayWa r.e. Solar Projects LLC, pursuant to that certain Assignment and Assumption Agreement, dated as of September 11, 2023, by and between BayWa r.e. Solar Projects LLC and Bluebird Project Company).

“BluebirdSurvey”isdefinedinSection6.1(q)hereof.

“Borrower” means, (a) prior to the date on which the Back-Leverage Date for all Projectsshallhaveoccurred,collectively,theDevcoBorrowerandtheOpcoBorrower,andeach, a “Borrower”, and (b) from and after the date on which theBack-Leverage Date for all Projects shall have occurred, the Opco Borrower.

“BorrowerAccounts”meanstheCollateralAccountsandtheRevenueAccount.

“Borrowing”meansaborrowingbytheBorrowerofaLoan.

“BorrowingDateCertificate”isdefinedinSection6.2(a)(ii)hereof.

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

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

“Bridge Loan Amount (American Beech)” means the portion of the Bridge Loan Commitments allocable to the American Beech Project, which principal amount is equal to Fifty-One Million, Four Hundred Fifteen Thousand, Three Hundred Sixty-Two Dollars ($51,415,362).

“Bridge Loan Amount (Bluebird)” means the portion of the Bridge Loan Commitments allocable to the Bluebird Project, which principal amount is equal to Fifty-Six Million, One Hundred Forty-Two Thousand, Five Hundred Twenty-One Dollars ($56,142,521).

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

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

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

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

“BridgeLoanFacility”isdefinedinSection2.2(a)hereof.

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

“BridgeLoanNote”isdefinedinSection2.10(d)hereof.

“BridgeLoans”means,collectively,eachbridgeloanmadepursuantto arequestbythe Borrower under Section2.2and each drawing on the Bridge Loan Commitments deemed made pursuant to Section 2.5(d).

“BusinessDay”meansanydaythatisnotaSaturday,Sundayorotherdaythatisalegal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by Applicable Law to close.

“Capital Lease” means, at any time with respect to any Person, any lease of any property of such Person as lessee that should, in accordance with GAAP, be classified and accounted for as a capital lease on a consolidated balance sheet of such Person.

“Capital Lease Obligations” means, as of any date, the amount of the obligations of a Person as lessee under a Capital Lease that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease, incurred or created or assumed as part of the acquisition, construction or improvements of anyfixed or capital asset.

“Cash”meansmoney,currencyoracreditbalanceinanyaccount.

“Cash Equivalents” means any of the following, to the extent owned by the Borrower or any of their Subsidiaries:

(a)DollarsorCanadiandollars;

(b)readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i)the United States or Canada, (ii)the United Kingdom, (iii)Switzerland or (iv)any member nation of the European Union rated “A” (or the equivalent thereof) or better by S&P and “A2” (or the equivalent thereof) or better by

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Moody’s, having average maturities of not more than twenty-four(24) months from the date of acquisitionthereof; providedthat thefullfaithandcredit ofsuchcountryorsuchmembernation of the European Union is pledged in support thereof;

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

(d)commercial paper and variable or fixed rate notes issued by an Approved Bank (orbytheparentcompanythereof)oranyvariableorfixedratenoteissuedby,orguaranteedby, acorporationrated“A-2”(ortheequivalentthereof)orbetterbyS&Por“P-2”(ortheequivalent thereof) orbetter byMoody’s, in each casewithaveragematurities of not morethan twelve (12) months from the date of acquisition thereof;

(e)repurchaseagreementsenteredintobyanyPersonwithanApprovedBank,abank or trust company or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 or its equivalent for direct obligations issued by or fully guaranteed or insuredbythegovernmentoranyagencyorinstrumentalityof(i) theUnitedStates,(ii) the United Kingdom, (iii)Switzerland or (iv)any member nation of the European Union rated “A” (or the equivalent thereof) or better by S&P and “A2” (or the equivalent thereof) or better by Moody’s,inwhichsuchPersonshallhaveaperfectedfirstprioritysecurityinterest(subjecttono other Liens) or title to which shall have been transferred to such Person and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f)marketableshort-termmoneymarketandsimilarhighlyliquidfundseither (i)having assetsinexcessof $250,000,000or itsequivalent,or (ii) having a rating of at least “A-2”or“P-2”fromeitherS&PorMoody’s(or,ifatanytimeneitherS&PnorMoody’sshallbe rating such obligations, an equivalent rating from another nationallyrecognized rating service);

(g)securities with average maturities of twelve(12) months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, the United Kingdom, Switzerland, a member of the European Union or by any political subdivision or taxing authorityof anysuch state,member, commonwealth orterritoryhaving an Investment Grade Rating from either S&P or Moody’s (or the equivalent thereof);

(h)investments with average maturities of twelve(12) months or less from the date of acquisition in mutual funds rated “AAA-” (or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s;

(i)investments, classified in accordance with GAAP as current assets of the Borrower in money market investment programs that are registered under the Investment CompanyAct of 1940 or that are administered byfinancial institutionshaving capital of atleast $250,000,000 or its equivalent, and, in either case, the portfolios of which are limited such that

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substantially all of such investments are of the character, quality and maturity described in clauses (a)through (h)of this definition; and

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

“Casualty Event” means an event that causes any property of any Project Company or alloranypartofanyProjecttobelost,damaged,destroyedorrenderedunfitforitsintendeduse for any reason whatsoever.

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

“Change in Control” shall be deemed to have occurred if (i) the Sponsor ceases to legally and beneficially own and control, directly or indirectly, the power to direct or cause (subject, in each case, to the terms of any Tax Equity Arrangement or TC Structure Document) thedirectionofthemanagementandpoliciesofeachBorrowerandeachProjectCompanyor(ii) the Sponsor ceases to directly or indirectly own one hundred percent (100%) of the equity interests in eachBorrowerandeachProjectCompany(otherthanany“Class A”interestsowned by the applicable investor under a Tax Equity Arrangement or TC Structure Document and any equity interests sold or otherwise transferred in a Permitted Disposition under clause (k)of the definition of “Permitted Disposition”).

“CITL” means on or after the Financial Closing Date and (1) prior to the execution of any Tax Documents, (a) any amendment, modification, addition or change to U.S. federal income Tax law (including as a result of any issuance, promulgation and/or change in, or of, (i) temporary or final Treasury Regulations, (ii) applicable guidance, notice or announcement, in each case, published in written form by the U.S. Department of the Treasury, Internal Revenue Service or any other Governmental Authority or (iii) the interpretation of the Code or Treasury Regulations attributable to a decision by the United States Tax Court, a United States District Court, United States Court of Appeals or the United States Supreme Court) that has been enacted, promulgated or issued, as applicable, and (b) that materially and adversely affects the tax credits or tax depreciation benefits reasonably anticipated to be received by any Project, or prohibits or materiallyrestricts tax equityinvestment ortransfers oftax credits from anyProject under Section 6418 of the Code (or successor provision), or (2) after the execution of any Tax Documents, “CITL” or “Change in Tax Law” (or similar term) as defined in such Tax Documents.

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

(a)ACITLorProposedCITLhasnotyetoccurred;or

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(b)ACITLorProposedCITLhasoccurred,andoneofthefollowingissatisfied:

(i)TheCITLorProposedCITLrelatestoeliminationoftransferabilityoftax credits as provided under Section 6418 of the Code, but such Project is subject to approved Tax Equity Documents that do not require the availability of transferability to monetize the tax credits (i.e., not a hybrid tax equity arrangement);

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

(iii)(x) If such Project has Tax Documents then in effect and the CITL or Proposed CITL reduces the amount payable pursuant to a then-existing Tax Documents (determined based on an updated Base Case Model reasonably satisfactory to the Lenders), the Borrowers shall take CITL Remedial Actions in an amount equal to (i) the proceeds previously expectedundersuchTaxDocumentspriortotheCITLorProposedCITLminus(ii)theproceeds now expected under such Tax Documents after taking into consideration solely the CITL or ProposedCITL(determinedbasedonanupdatedBaseCaseModelreasonablysatisfactorytothe Lenders); and (y) if such Project does not have a Tax Documents then in effect and the CITLor ProposedCITLreducestheBridgeLoanCommitmentsorUpsizeBridgeLoanCommitmentsfor such Project (determined based on an updated Base Case Model reasonably acceptable to the Lenders),theBorrowersshalltakeCITLRemedialActionsinanamountequaltosuchreduction (it being understood that such CITL Remedial Actions shall not be required to cover Upsize Bridge Loan Commitments to the extent that such commitments are already covered under the Equity Contribution Agreement); or

(iv)The Borrowers put in place a new or replacement Tax Documents approved by the Lenders in accordance with Sections 7.22, 7.23and/or 7.24for such Project such that (i) if such Project has Tax Documents then in place, the proceeds expected under the new or replacement Tax Documents are anticipated to equal or exceed the amounts previously expected under the applicable Tax Documents (prior to giving effect to such CITL or Proposed CITL) and (ii) if Project does not have Tax Documents then in place, the Bridge Loan Commitments and Upsize Bridge Loan Commitments for such Project reflected in a Base Case Model updated to reflect the new or replacement Tax Documents and reasonably acceptable to the Lenders exceed the sum of the then current Bridge Loan Commitments and Upsize Bridge Loan Commitments in respect of such Project.

“CITL Remedial Actions” means either (i) cause the Sponsor to make, or commit to make(pursuanttoanequitycontributionagreementinformandsubstancereasonablyacceptable totheLenders),additionalequitycontributions,whichareapplied,ortobeapplied,toprepaythe applicable Bridge Loans or Upsize Bridge Loans (or to payProject Costs to the extent that such Loans have not been drawn in the applicable amount at such time), or (ii) deliver a guaranty of the applicable Bridge Loans or Upsize Bridge Loans from the Sponsor in form and substance reasonably acceptable to the Lenders, in either case, in the amounts specified where this term is used.

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

“Class A Member” means, with respect to a Project subject to a Tax Equity Arrangement, the Tax Equity Investor, and, with respect to a Project subject to a Tax Credit Transfer Arrangement, a to-be-formed entity that will be either an affiliate of the Sponsor, an unrelated third party, or a partnership between an affiliate of the Sponsor and an unrelated third party.

“ClassAMemberPledgeAgreement”means,withrespecttoaProjectsubjecttoaTax Credit TransferArrangement,apledgeagreement,informandsubstancereasonablysatisfactory to the Required Lenders, to be entered into in connection with applicable TC Structure Documents byand between an applicable Class A Member Pledgor and the Collateral Agent.

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

“ClassBMember(AmericanBeech)”meanseither(a)ato-be-formeddirect wholly-owned Subsidiary of a Borrower, which following the SC Funding Date in connection with the American Beech Project, owns one hundred percent (100%) of the “ClassB” membership interests in HoldCo (American Beech) or (b) the Class B Member (Bluebird) or Class B Member (Prairie).

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

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

“Class B Members” means the Class B Member (American Beech), the Class B Member (Bluebird) and the Class B Member (Prairie), and each, a “Class B Member”.

“Closing Date Distribution Payment” means a payment or Distribution by the Borrower to the Sponsor or its designee on the Financial Closing Date as set forth in the Funds FlowMemorandumdeliveredpursuanttoSection6.1(w),solelytoreimburseanyAffiliateofthe Borrowerforcashcontributions (orpurchaseprice)madebysuchAffiliateto,onbehalfof,orin respect of, the Borrower or any Project Company to fund or in respect of Project Costs (including, for the avoidance of doubt, the purchase price paid by the Sponsor and its Affiliates prior to the Financial Closing Date to acquire the Projects), as confirmed by the Independent Engineer, and consistent with the Base Case Model as of the Financial Closing Date; provided that after giving effect to the Closing Date Distribution Payment, the total Equity Contribution shall be equal to or greater than the Minimum Equity Commitment.

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“Code”meanstheInternalRevenueCodeof1986,asamended.

“Collateral”meansallrealandpersonalpropertythat,fromtimetotime,issubjecttoor is intended or required to become subject to the security interests or Liens granted or purported to be granted by any of the Security Documents.

“CollateralAccounts”hasthemeaningsetforthintheDepositaryAgreement.

“CollateralAgent”isdefinedinthepreambleofthisAgreement.

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

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

“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.

“Completion”means,withrespecttoaProject,theoccurrenceofeachofthefollowing: (a)such Project is interconnected under the applicable Interconnection Agreement, (b)Work Substantial Completion, (c)the Commercial Operation Date under and as defined in the applicable Power Purchase Agreement and (d)from and after the execution of the Tax Equity Documents or TCStructure Documents, as applicable, “substantial completion” andthe “placed in service date” (or such similar defined terms as are used in the relevant ECCAor, Tax Credit SaleAgreementorotherapplicableTaxEquityDocumentorTaxCreditTransferDocument(otherthan,fortheavoidanceofdoubt,anyTax Credit Transfer Agreement(Class A))), if applicable.

“CompoundedSOFR”isdefinedinSchedule1.1(c).

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

“Consent” means the consents to collateral assignment identified on Schedule6.1(d)(includingfrom and after each Project’s Tax Equity Closing Date or TC Structure Effective Date, as applicable, the Interparty Agreement applicable to such Project), by and among the Collateral Agent and the Persons identified therein and in form and substance reasonably satisfactory to the Required Lenders.

“Construction Account” has the meaning set forth in the Depositary Agreement.

“ConstructionContracts”meanstheEPCContracts,theHVContracts,theTransformer Purchase Agreements, the Tracker Supply Agreements and the Prairie Module Supply Agreements.

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

“Construction Loan Amount” means the Construction Loan Amount (American Beech),theConstructionLoanAmount(Bluebird)ortheConstructionLoanAmount(Prairie),as applicable.

“Construction Loan Amount (American Beech)” means the portion of the Construction Loan Commitments allocable to the American Beech Project, which principal amountisequaltoOneHundredSevenMillion,NineHundredTwenty-FiveThousand, Forty-One Dollars ($107,925,041).

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

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

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

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

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

“ConstructionLoanFacility”isdefinedinSection2.1(a)hereof.

“ConstructionLoanMaturityDate”meanstheearliesttooccurof(a)July1,2026and (b) thedateofanyaccelerationoftheConstructionLoansfollowinganEventofDefault.

“ConstructionLoanNote”isdefinedinSection2.10(d)hereof.

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

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

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

“Construction Management Agreement (Bluebird)” means, that certain Construction ManagementandAdministrativeServicesAgreement,datedasofOctober29,2024,betweenthe Bluebird Project Company and BayWa r.e. Solar Projects LLC.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.The terms “Controls”, “Controlled” and “Controlling” shall have corollary meanings.

“CoveredEntity”isdefinedinSection12.36(b)hereof.

“CoveredParty”isdefinedinSection12.36(a)hereof.

“CreditDocuments”meansthisAgreement,theNotes(ifany),theSecurityDocuments, the Fee Letters, the Permitted Hedging Agreements, the Letters of Credit, the Sponsor Equity Contribution Agreement and any other similar documents, agreements or instruments entered into in connection with any of the foregoing or with the transactions contemplated bythe Credit Documents.

“CreditEvent”meanstheFinancialClosingDateandeachBorrowing.

“Credit Rating” means, with respect to (a)a Person, the rating assigned by a Rating Agencytotheseniorlong-termunsecureddebtobligationsofsuchPersonor,ifsuchPersondoes nothaveseniorunsecuredlong-termdebtthatisratedbyaRatingAgency,theratingassignedby a Rating Agency as the corporate credit rating or issuer rating of such Person (in each case not supported byanythird partycredit enhancement) and (b) anySecurities, the ratingassigned bya Rating Agency to such Securities.In the event two Rating Agencies have assigned such Person a Credit Rating, the applicable Credit Ratingshall be thelower of the two and, in theevent more than two Rating Agencies have assigned such Person a Credit Rating, the applicable Credit Rating shall be the second highest of the ratings.

“Debt Service” means, for any period and as of any date of determination, (a)all Obligations payable by the Borrower during such period under this Agreement, including principalpaymentsandnetobligationsinrespectofPermittedHedgingAgreements,and(b)any interest, commitment fees and scheduled fees accrued on the Loans and the LC Obligations and payable during such period, other than fees paid on the Financial Closing Date, but in each case excluding Mandatory Prepayments, Optional Prepayments and the Obligations payable on the Construction Loan Maturity Date.

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“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the UnitedStatesorotherapplicablejurisdictionsfromtimetotimeineffectandaffectingtherights of creditors generally.

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

“DefaultRate”isdefinedinSection2.9hereof.

“DefaultRight”isdefinedinSection12.36(b)hereof.

“DefaultingLender”shallmean,subjecttoSection2.14,anyLenderthat:

(a)has failed to (i)fund all or anyportion of its Loans within two(2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the AdministrativeAgentandtheBorrowerinwritingthatsuchfailureistheresultofsuchLender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii)pay to the Administrative Agent or any other Lender any other amount required to be paid byit hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due;

(b)has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determinationthataconditionprecedenttofunding(whichconditionprecedent,togetherwith anyapplicabledefault,shallbespecificallyidentifiedinsuchwritingorpublicstatement)cannot be satisfied);

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

(d)has,orhasadirectorindirectparentcompanythathas,(i)becomethesubjectofa proceeding under any Debtor Relief Law, (ii)had appointed for it a receiver, custodian, conservator,trustee,administrator,assigneeforthebenefitofcreditorsorsimilarPersoncharged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatoryauthorityacting in such a capacity or (iii) become the subject of a Bail-In Action;

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provided that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of anyEquityInterest inthat Lenderor anydirect orindirectparentcompanythereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses(a)through (d)above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section2.14) upon delivery of written notice of such determination to the Borrower and each Lender.

“Depositary” means U.S. Bank, National Association, in its capacity as Depositary under the DepositaryAgreement, or its successor or assignee appointed pursuant totheterms of the Depositary Agreement.

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

“DevcoBorrower”hasthemeaninggiveninthepreamble.

“Devco Pledgor” means MN8 EnergyDevelopment CompanyLLC, a Delaware limited liability company.

“Development Period Security” means any letter of credit or surety bond provided in respect of any Project Document or Applicable Law that is returned to the Borrower or its affiliateupon theissuanceanddeliveryto theapplicablebeneficiarythereofof a LetterofCredit issued hereunder.

“Discharge Date” means the date on which this Agreement shall haveterminated (other thanthoseprovisionstheexpresslysurvivesuchtermination),allCommitmentsshallhavebeen terminated or fullyutilized, all Letters of Credit shall have been cancelled orterminated andthe principal of and interest on each Loan and all applicable fees and other expenses or amounts payable under this Agreement and all other Obligations (other than unasserted contingent payment obligations that expressly survive the termination of this Agreement) shall have been paid in full in cash.

“Disqualified Person” means (a) a “tax-exempt entity” as defined in Section 168(h)(2) of the Code (unless the exception under Section 168(h)(1)(D) or Section 168(h)(2)(B) of the Code applies) or “tax-exempt controlled entity” as defined in 168(h)(6)(F)(iii) of the Code (unlessanelectionisineffectunderSection168(h)(6)(F)(ii)oftheCode);(b)aPersondescribed in Section 50(b)(3) (unless such Person would be subject to tax under Section 511 of the Codeon all income from the HoldCo) or Section 50(b)(4) of the Code; (c) a Person whose ownership ofamembershipinterestwouldresultinadisallowanceorreductionofITCspursuanttoSection

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50(d) of the Code; or (d) any partnership or other pass-through entitywith anydirect or indirect owner described in clauses (a)-(c).

“Distribution” means, in respect of any Person: (a) dividends or other distributions or payments on Equity Interests of such Person (except distributions made in the form of Equity InterestsofsuchPerson);and(b)theredemptionoracquisitionofEquityInterestsofsuchPerson or of warrants, rights or other options to purchase such Equity Interests (except when made solely in exchange for Equity Interests of such Person).

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

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

“EEA Financial Institution” means (a)any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA ResolutionAuthority,(b)anyentityestablishedinanEEAMemberCountrywhichisaparentof an institution described in clause (a)of this definition, or (c) anyfinancial institution established inanEEAMemberCountrywhichisaSubsidiaryofaninstitutiondescribedinclauses(a)or(b)of this definition and is subject to consolidated supervision with its parent.

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

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

“Environmental Claim” means any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, warning notices, notices of noncompliance or violation, investigations, proceedings, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ orconsultants’fees,arisingunderorrelatinginanywaytoanyEnvironmentalLiability, Environmental Law or any Governmental Approval issued under any Environmental Law (hereafter as used in this definition, “Claims”), including (a)any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages arising under or pursuant to any applicable Environmental Laws or Permits issued pursuant thereto, and (b)any and all Claims by any third party seeking damages, contribution, indemnification,costrecovery,compensationorinjunctivereliefresultingfromorrelatingtoany violation of applicable Environmental Laws or any Hazardous Materials or arising from alleged injuryorthreatofinjurytohealth,safetyortheenvironmentinconnectionwiththeReleaseofor exposure to Hazardous Materials.

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

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

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

“EnvironmentalPermit”meansanyPermitrequiredpursuanttoanyEnvironmental Law.

“EnvironmentalReports”meansthosecertainreportstitled(a)PhaseIEnvironmental Site Assessment for the Prairie Solar 1, LLC Project in Champaign County, Illinois, dated October 14, 2024, (b) Phase I Environmental Site Assessment for American Beech Solar Site, Undeveloped Tracts, Halifax County, North Carolina, dated October 7, 2024, and (c) Phase I Environmental Site Assessment for Bluebird Solar Properties, Russell Cave Road, Harrison County, Kentucky, dated July 31, 2024, each prepared by such Project’s Environmental Consultant and delivered to the Administrative Agent in accordance with this Agreement.

“EPC Contractors” means, collectively, (i) Pure Power Contractors, LLC a North Carolina limited liabilitycompany, in its capacityas contractor under the American Beech EPC Contract, or its successor and permitted assign appointed pursuant to the terms of the American BeechEPCContract,(ii)DEPCOMPower,Inc.,aDelawarecorporation,initscapacityas contractor under the Bluebird EPC Contract, or its successor and permitted assign appointed pursuanttothetermsoftheBluebirdEPCContract,and(iii)BayWar.e.PowerSolutions,Inc.,a California corporation, in its capacity as contractor under the Prairie EPC Contract, or its successor and permitted assign appointed pursuant to theterms of thePrairie EPC Contract, and each, an “EPC Contractor”.

“EPCContracts”means,collectively,theAmericanBeechEPCContract,theBluebird EPC Contract and the Prairie EPC Contract, and each, an “EPC Contract”.

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“Equator Principles” means the principles so entitled and described in “Equator Principles – A financial industry benchmark for determining, assessing and managing environmentalandsocialriskinprojects”andavailableat: https://equator-principles.com/wp-content/uploads/2020/05/The-Equator-Principles-July-2020-v 2.pdf.

“Equity Contribution” means an amount equal to (a)the sum of (i) any cash contribution to a Borrower or any Project CompanybyanyAffiliate of the Borrower (other than aProjectGroupMember)and(ii)ProjectCostspaidbyanAffiliateoftheBorrower(otherthana Project Group Member) without repayment obligations in support thereof by a Borrower or any Project Group Member less (b) Distributions made bythe Borrower (or anyother Project Group Member)toanyoftheBorrower’sAffiliatesasareimbursementofamountsdescribedinclauses(a)(i)or (a)(ii).As of the Financial Closing Date and after giving effect to the Closing Date Distribution Payment, the aggregate Equity Contributions are $175,943,282.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section414(b) or (c) of the Code,or,solelyforpurposesofSection302ofERISAandSection412oftheCode,istreatedas a single employer under Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means: (a)any of the events set forth in Section4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty(30) day notice period has been waived; (b) the failure of anyPlan to satisfythe minimum fundingstandard (as defined in Section412 of the Code or Section302 of ERISA), whether or not waived; (c)the filing pursuanttoSection412(c)oftheCodeorSection302(c)ofERISAofanapplicationforawaiver of the minimum fundingstandard with respect to anyPlan; (d) the incurrence byanyLoan Party or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e)the receipt by any Loan Party or any ERISA Affiliate from the PBGCoraplanadministratorofanynoticerelatingtoanintentiontoterminateanyPlanor Plans or to appoint a trustee to administer any Plan; (f)the incurrence by any Loan Partyor any of their ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g)the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of anynotice, concerning the imposition of liabilityto a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in PartI of SubtitleE of TitleIV of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of TitleIV of ERISA; or (h)the incurrence byany

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LoanPartyoranyERISAAffiliateofanyliabilitypursuanttoSection4063or4064ofERISAor acessationofoperationswithrespecttoaPlanwithinthemeaningofSection4062(e)ofERISA.

“ErroneousPayment”isdefinedinSection11.9(a)hereof.

“ErroneousPaymentNotice”isdefinedinSection11.9(b)hereof.

“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.

“EventofDefault”meansanyeventorconditionidentifiedassuchinSection 9.1hereof.

“EventofEminentDomain”meansanycompulsorytransfer,seizureortakingby condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsorytransfer or taking, of anymaterial part of the Collateral, byanyagency,department, authority, commission, board, instrumentality or political subdivision of the state where each Project is physically located, the United States or another Governmental Authority having jurisdiction.

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

“Excluded Swap Obligation” means, with respect to a guarantor, anySwap Obligation if, and to the extent that, all or a portion of the guaranty of, or the grant by such guarantor of a security interest to secure, such Swap Obligation (or any guarantythereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or the grant of such security interest becomes effective with respect to such Swap Obligation.If a SwapObligationarisesunderamasteragreementgoverningmorethanoneswap,suchexclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Taxes” means anyof the following Taxes imposed on or withrespect to any Lender,anyLCIssuerortheAdministrativeAgentorrequiredtobewithheldordeductedfroma payment to any Lender, any LC Issuer or the Administrative Agent: (a)Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i)imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii)that are Other Connection Taxes, (b)in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in an Obligationpursuanttoalawineffecton(i)theFinancialClosingDate,(ii)thedateonwhichthe

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Lender acquires such interest or (iii)the date on which the Lender changes its lending office, except in each case to the extent that, pursuant to Section12.1or Section12.3, amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before the LenderbecameapartyheretoortotheLenderimmediatelybeforeitchangeditslendingoffice, (c)Taxesattributabletotherecipient’sfailuretocomply withSection12.5orSection12.6,and (d) anywithholdingTaxesimposedunderFATCA.

“FATCA” or “Foreign Account Tax Compliance Act” means (a)Sections1471 through1474oftheCode,asofthedateofthisAgreement(oranyamendedorsuccessorversion that is substantivelycomparable and not materiallymore onerous to complywith), together with any current or future regulations or official interpretations thereof, (b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause(a), and (c)any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Administrative Agent at approximately 10:00 a.m. (New York time) (or as soon thereafter as is practicable) on such day(or, if such dayis not a Business Day, on the immediately preceding Business Day) by three or more Federal funds brokers of recognized stranding selected by the Administrative Agent for sale to the Administrative Agent at face value of Federal funds in the secondarymarket in an amount equal or comparable to the principal amount owed to the Administrative Agent for which such rate is being determined.

“FederalReserveBoard”meanstheBoardofGovernorsoftheFederalReserveSystem of the United States of America.

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

“FERC”meanstheFederalEnergyRegulatoryCommission,andanysuccessorthereto.

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

“FinancialClosingDate”meansthedateuponwhichFinancialClosingoccurs.

“Fitch”meansFitchRatings,Inc.

“Flood Documents” means (a) evidence as to whether any parcel which constitutes a portion ofanySiteand onwhichanimprovement islocated isaFloodHazardPropertypursuant to a “Life-of-Loan” FEMA Standard Flood Hazard Determination, and (b) if any parcel which constitutes a portion of the Sites and on which an improvement is located is a Flood Hazard

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Property, (i) evidence as to whether the community in which such parcel is located is participating in the National Flood Insurance Program; (ii) the Borrower’s written acknowledgment of receipt of written notification from Administrative Agent as to the fact that such parcel is a Flood Hazard Property and as to whether the community in which such Flood HazardPropertyislocatedisparticipatingintheNationalFloodInsuranceProgram;and (iii)evidence that Borrower has obtained the flood insurance required under Section7.2, which evidence may consist of an application for such insurance policy marked to show that the premium has been paid in full or accompanied byaseparate receipt from theinsuranceprovider indicatingthatthepremiumwaspaidinfull,adeclarationpageconfirmingthattheinsurancehas been issued, or a certificate of such insurance or copyof the policy itself.

“FloodHazard Property”meansanyparcelwhichconstitutes aportionofanySiteand on which an improvement is located to the extent such parcel is located in a Flood Zone.

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

“Flood Zone” means an area as identified by the Federal Emergency Management Agency as an area having special flood or mud slide hazards.

“Floor”meansarateofinterestequalto0.00%.

“FPA” means the Federal Power Act, 16 U.S.C. § 791a, et seq., and FERC’s implementing regulations adopted thereunder, as amended, modified, supplemented or replaced from time to time.

“Fund” means any Person (other than a natural person) that is a bona fide diversified debt fund primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinarycourse of its business.

“Funding Date Guaranty” means, with respect to each of the Projects (if and to the extent applicable), a guarantee or equity contribution agreement, to be executed by the Sponsor or Affiliate of the Sponsor reasonably satisfactory to all Lenders in favor of the applicable HoldCo under the applicable ECCA, in form and substance reasonably satisfactory to the Required Lenders.

“Funds Flow Memorandum” shall mean the memorandum setting forth the flow of funds on the Financial Closing Date.

“GAAP”meansgenerallyacceptedGAAPasineffectfromtimetotimeintheUnited States.

“Good-Faith Contest” means the contest of an item if (a)the item is diligently being contestedingoodfaithand,whenapplicable,byappropriateproceedingstimelyinstituted, (b)adequate reserves are established in accordance with GAAP with respect to the contested

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item (if and to the extent GAAP require the establishment of such reserves) and (c)during the period of such contest, the enforcement of anycontested item is effectivelystayed.

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

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

“Guarantee” 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 or other obligation of any other Person in any manner, whether directly or indirectly,andincludinganyobligationoftheguarantor,directorindirect,(a)topurchaseorpay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supplyfunds for thepurchase of) anysecurityfor the payment thereof, (b)to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof or (c)as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtednessorobligation; providedthat,thetermGuaranteeshallnotincludeendorsementsfor collection or deposit in the ordinary course of business.

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

“Hazardous Material” means (a)any petroleum or petroleum products, flammable materials,explosives,radioactivematerials,friableasbestos,ureaformaldehydefoaminsulation, per- and polyfluoroalkyl substances and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs) in regulated concentrations, (b)any chemicals, wastes, materials or substances which are now or hereafter become defined as or includedinthedefinitionof“hazardoussubstances,”“hazardouswastes,”“hazardousmaterials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or words of similar import under any Environmental Law,(c)anyotherchemical, waste, material orsubstance, exposure to which is now orhereafter prohibited,limitedorregulatedassuchunderanyEnvironmentalLaw,and(d)allother materials,substancesorwastesofanynaturewithrespecttowhichliabilityorstandardsof conduct are imposed under any Environmental Law.

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“Hedging Agreement” means any interest rate protection or swap agreement, foreign currencyexchange agreement, commodity(or other product) price protection agreement, power or energy swap agreement or other interest or currency exchange rate or commodity (or other product) or power or energy price hedging arrangement, including anyforward sale, put option, synthetic put option, floor, cap, collar or other arrangement entered into byanyPerson to hedge such Person’s exposure to movements in interest rates, exchange rates or the price of commodities, power, energy or other products.“Hedging Agreement” shall not include any type of Ancillary Service, alternative energycredit, renewable energycredit, energyor capacity sales agreement.

“Hedging Settlement Value” means in respect of anyone or more transactions under a Hedging Agreement, the ordinary course settlement amount(s) determined in accordance with such Hedging Agreement, other than any Hedging Termination Value.

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

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

“HoldCo (American Beech)” means a to-be-formed indirect wholly-owned Subsidiary ofOpcoBorrower,whichfollowingtheHoldCoEffectiveDateinconnectionwiththeAmerican Beech Project, will own one hundred percent (100%) of the Equity Interests in the American Beech Project Company.

“HoldCo(Bluebird)”meansMN8FMGLLC,aDelawarelimitedliabilitycompanyand indirect wholly-owned Subsidiary of Opco Borrower, which following the HoldCo Effective DateinconnectionwiththeBluebirdProjectwillownonehundredpercent(100%)oftheEquity Interests in the Bluebird Project Company.

“HoldCo (Prairie)” means a to-be-formed indirect wholly-owned Subsidiary of Opco Borrower, which following the HoldCo Effective Date in connection with the Prairie Project, will own one hundred percent (100%) of the EquityInterests in the Prairie Project Company.

“HoldCo LLCA” means with respect to any Project, the amended or amended and restated limited liabilitycompanyagreement of the applicable HoldCo, expected to be executed on the date of the initial capital contribution related to a Project by the Class A Member(s) to such HoldCo under the Tax Equity ECCADocumentsor TC ECCAStructure Documents, as

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applicable,byandamongtheapplicableClassBMemberandClassAMember,whichisinform and substance reasonably satisfactory to all Lenders.

“HoldCos”meansHoldCo(AmericanBeech),HoldCo(Bluebird)andHoldCo(Prairie), and each, a “HoldCo”.

“HV Contracts” meanstheAmerican Beech HV BOP Agreement andtheBluebird HV EPC Contract, and each, an “HV Contract”.

“IFRS” means International Financial Reporting Standards issued by the IFRS Foundation and the International Accounting Standards Board, as in effect from time to time.

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

“Indebtedness” of any Person means, without duplication: (a)all indebtedness of such Person for borrowed money or with respect to deposits or advances of any kind; (b)all obligations of such Person evidenced by bonds (other than surety, appeal, orperformancebonds to the extent that such surety, appeal or performance bonds do not constitute or result in the incurrence of reimbursement obligations payable by such Person), debentures, notes or similar instruments; (c)all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (d)all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade and accounts payable and accrued expenses incurred in the ordinary course of business within one hundred eighty(180) days following the date they were incurred), if such purchase price is (i)due more than six (6)months from theincurrenceoftheobligation inrespectthereofor(ii)evidencedbya note or similar written instrument; (e)all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; (f)all Guarantees by such Person of Indebtedness of others; (g)that portion of the obligations with respect to Capital Lease Obligations that is properlyclassified asa liability on a balance sheet in conformity with GAAP; (h)all obligations, contingent or otherwise,ofsuchPersonasanaccountpartyinrespectoflettersofcreditandlettersofguaranty supportingobligationswhichwouldotherwiseconstituteIndebtednesswithinthemeaningofthis definition (excluding, for the avoidance of doubt, letters of credit existing on the Financial ClosingDatewhichareanticipatedtobereplacedwithlettersofcreditunderthisAgreementand for which cash collateral in an amount at least equal to the face amount of such letter of credit has been provided to the issuing bank thereof); (i) amounts due and owing bysuch Person under all Hedging Agreements; and (j)all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.The Indebtedness of anyPerson shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.Notwithstanding the foregoing: (x) any obligation arising from anyagreement providingfor indemnities, guarantees, earnouts or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or

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dispositionofassetsshallnotconstitute“Indebtedness”unlessanduntilsuchobligationbecomes due and payable or certain to be due and payable and (y)any Loan under this Agreement shall constitute “Indebtedness”.

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

“Indemnified Taxes” means (a)Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Credit Document and (b)to the extent nototherwisedescribed in the foregoingclause(a),Other Taxes.

“Indemnitee”isdefinedinSection12.24(b)hereof.

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

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

“Independent Engineer’s Reports” means those certain reports titled (a) Independent EngineeringReviewforAmericanBeechSolarPhotovoltaicProject,datedDecember26,2024, (b) Independent Engineering Review for Prairie Solar Photovoltaic Project, dated December 26, 2024 , and (c) Independent Engineering Review for Bluebird Solar Photovoltaic Project, dated December26,2024 , eachprepared bysuchProject’s Independent Engineer anddeliveredtothe Administrative Agent in accordance with this Agreement.

“Independent System Operator” means an “ISO” as such term is defined in Section 3(28)oftheFPA,andanyentitydetermined bytheFERC tomeet theessentialcharacteristics of an IndependentSystem Operator asset forthin Order No.888, as amended (61FR21,540(May 10, 1996), FERC Stats. & Regs.P 31,036 (1996); order on reh’g, Order No. 888-A, 62 FR 12,274(Mar.14,1997),FERCStats.&Regs.P31,048(1997);orderonreh’g,OrderNo. 888-B,81FERC¶61,248(1997),orderonreh’g,OrderNo.888-C,82FERC61,046(1998), aff’dinrelevantpartsubnom.TransmissionAccessPolicyStudyGroup,etal.v.FERC,225F.3rd 667 (D.C. Cir. 2000), aff’d sub nom. New York v. FERC, 535 U.S. 1 (2002)).

“Information”meansallinformationreceivedfrom(oronbehalfof)theSponsororany of its Subsidiaries or any of their respective Affiliates or Related Parties relating to any of the foregoing or, in each case, anyof their respective assets, businesses, oroperations, or relating to any of the Operative Documents or the transactions contemplated thereby, other than any such information that is publicly available to the Administrative Agent, the Collateral Agent, any Lender or any LC Issuer on a nonconfidential basis prior to disclosure by the Sponsor or any of its Subsidiaries or any of their respective Affiliates or Related Parties other than as a result of a breach of Section 12.33by such Person or its Related Parties.AnyPerson required to maintain

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the confidentiality of Information as provided in Section 12.33shall be considered to have compliedwithitsobligationtodosoifsuchPersonhasexercisedthesamedegreeofcareto maintain the confidentiality of such Information as such Person would accord to its own confidentialinformationor,inthecaseoftheAdministrativeAgentandtheCollateralAgent,the confidential information of other customers in similar transactions.

“InsuranceConsultant”meansMoore-McneilLLCoritssuccessorappointedpursuant to Section 11.10of this Agreement.

“InsuranceRequirements”isdefinedinSchedule7.2attachedhereto.

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

“Interest Period” means, as to any SOFR Loan or SOFR Borrowing, the period commencing on the date of such SOFR Loan or SOFR Borrowing and ending on the following Quarterly Date; provided that (i)if any Interest Period would end on a day other than a U.S. Government Securities Business Day, such Interest Period shall be extended to the next succeeding U.S. Government Securities Business Day unless such next succeeding U.S. Government Securities Business Daywould fall in the next calendar month, in which case such InterestPeriodshallendonthenextprecedingU.S.GovernmentSecuritiesBusinessDay, (ii)anyInterest Period that commences on the last U.S. Government Securities Business Dayof a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last U.S. Government Securities Business Dayof the last calendar month of such Interest Period and (iii)no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a SOFR Loan or SOFR BorrowinginitiallyshallbethedateonwhichsuchSOFRLoanorSOFRBorrowingismadeand thereafter shall be theeffective date of the most recent conversion or continuation of such SOFR Loan or SOFR Borrowing.

“Interparty Agreement” means, with respect to each of the Projects, a customary consent and agreement or interpartyagreement among, inter alia, the relevantClass AMembers and the Collateral Agent, dated as of the applicable Tax Equity Closing Date or TC Structure Effective Date, in form and substance reasonablysatisfactoryto the Required Lenders.

“Inverter Supply Agreements” means, collectively,theAmerican BeechPCSSkid and Commissioning Purchase Order, the Bluebird Inverter Supply Agreement and the Prairie PCU Supply Agreement, and each, an “Inverter Supply Agreement”.

“Investment” means, for any Person: (a)the acquisition (whether for cash, property, servicesorsecuritiesorotherwise)ofcapitalstock,bonds,notes,debentures,partnershiporother ownership interests or other Securities of, or capital contribution to, any other Person or any agreement to make any such acquisition or contribution; (b)the making of any deposit with, or

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advance, loan, extension of credit to, or purchase or other acquisition of an interest in, anyother Person, but excluding anysuch advance, loan or extension of credit having a term not exceeding onehundredeighty(180)daysarisinginconnectionwiththesaleofinventoryorsuppliesby such Person in the ordinary course of business; or (c)the entering into of any Guarantee of IndebtednessofanyotherPerson.Notwithstandingtheforegoing,HedgingAgreementsshallnot constitute “Investments”.

“Investment Grade Rating” means, with reference to a Person or any Securities, that the Person has or the Securities have been assigned a Credit Rating of: (a)“BBB” or better by S&P, (b) “Baa2” or better byMoody’s, or (c) “BBB” or better byFitch.

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

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

“IRS”meanstheUnitedStatesInternalRevenueService.

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

“JVCo”meansAC1ASOALLC,aDelawarelimitedliabilitycompany.

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

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

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

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

“LC Credit Event” means (a)the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit or (b)the extension or deemed extension of any LC Loan.

“LC Issuer” or “LC Issuing Bank” means Natixis, New York Branch, and its successors and assigns in such capacity.

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

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

“LCLoanCommitment”means,withrespecttoanyLender,theDollarcommitmentof such Lender, if any, to acquire participations in the Letters of Credit and make LC Loans pursuanttoSection2.4(c)(ii)inanaggregateprincipalamountnottoexceedtheamountsetforth under the heading “LC Loans” opposite such Lender’s name on Part B of Schedule 1.1(a), or in the Assignment and Acceptancepursuant to whichsuch Lendershall have assumed its LC Loan Commitment, as applicable, as such commitment maybereduced orincreasedfrom timeto time pursuant to assignments by or to such Lender under Section 12.19.

“LC Loan Maturity Date” means the earlier to occur of (a)July 1, 2026 and (b)the date of any acceleration of the LC Loans following an Event of Default.

“LCNote”isdefinedinSection2.10(d)hereof.

“LC Obligations” means as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate amount of all Reimbursement Obligations with respect to Letters of Credit, if any.

“Lenders”meansthebanksorotherfinancialinstitutionsfromtimetotimepartyhereto as lenders and as LC Issuers.

“Lending Office” is defined in Section 10.4hereof.

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

“LetterofCreditFee”isdefinedinSection3.1(b)hereof.

“Lien” means, with respect to any asset, (a)any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b)the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retentionagreement(oranyfinancingleasehavingsubstantiallythesameeconomiceffectasany of the foregoing) relating to such asset.

“Loan”means an LCLoan, a Construction Loan, a Bridge Loan or an Upsize BridgeLoan, as the context requires.

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

“LoanFacility”meanstheLCLoanCommitments,ConstructionLoanFacility,the Bridge Loan Facilityor the Upsize Bridge Loan Facility, as the context requires.

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

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

“LossProceedsAccount”hasthemeaningsetforthintheDepositaryAgreement.

“Major Project Participants” means any Person (other than a Project Group Member) that is party to an Operative Document; provided that such Person shall cease to be a Major ProjectParticipantwhenallmaterialobligations(otherthanwithrespecttoconfidentialityorany contingent obligations (other than warrantyobligations) with respect to which no claim has then been asserted) of such Person under all Operative Documents to which it is a party have been performed and/or paid in full.

“MandatoryPrepayment”isdefinedinSection2.8(b)(i)hereof.

“Master Services Agreements” means, with respect to each Project, a Master Services Agreement in substantially the form provided to the Administrative Agent and counsel on or priorto theFinancialClosingDatewithsuchchangestheretoasarereasonablyacceptabletothe Administrative Agent, and each, a “Master Services Agreement”.

“Material Adverse Effect” means a material adverse effect on (a)the business, operations,affairs,financialcondition,assetsorpropertiesoftheBorrowerand/oranyProject, (b)theabilityoftheLoanPartiestoperformtheirmaterialobligationsundertheCredit Documentsor(c)thevalidityorenforceabilityofthisAgreementortheotherCreditDocuments.

“MaterialGovernmentalApprovals”meanstheGovernmentalApprovalsnecessaryor required for (a)the execution, delivery and performance by the Borrower of the Credit Documents or (b)the development, ownership, construction (as applicable), operation and maintenanceoftheProjectsinaccordancewithApplicableLaw,except,inthecaseofclause(b), forsuchGovernmentalApprovalsthefailureofwhichtoobtainormaintaincouldnotreasonably be expected to materially or adversely affect any Project.

“Material Indebtedness” means, at any time, any Indebtedness of the Borrower and their Subsidiaries which, individually or collectively, has an aggregate outstanding principal amount at such time in excess of two million Dollars($2,000,000) (other than (a)Indebtedness

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evidenced by any Credit Document, or (b)intercompany Indebtedness among the Borrower or among the Borrower and their Subsidiaries).

“MaturityDate”meanstheConstructionLoanMaturityDate,theBridgeLoanMaturity Date, the LC LoanMaturityDateand theUpsizeBridge LoanMaturityDate,as thecontext may require.

“MBRAuthority”meansanorderissuedbyFERC(a)granting,pursuanttoSection205 oftheFPAandFERC’sregulationsthereunder,authorizationtomakewholesalesalesofelectric energy,capacityand,totheextentapplicable,certainAncillaryServicesatnegotiated, market-based rates; (b) accepting a tariff for filing providing for such sales; and (c) granting the regulatorywaiversandexemptions,andtheblanketauthorizationscustomarilygrantedtoentities with MBR Authority, including blanket authorization for the issuance of securities and assumptionsofliabilitiesunderSection204oftheFPAandFERC’simplementingregulationsat 18 C.F.R. Part 34.

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

“MerchantCurve”meansmerchantenergycurvespreparedbyWoodMackenzieorany other Person reasonably satisfactory to the Administrative Agent.

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

“Module Supplier” means (a) with respect to the Bluebird Project and American Beech Project, Jinko Solar (U.S.) Industries Inc. and (b) with respect to the Prairie Project, Runergy USA Trading LLC.

“ModuleSupplierGuarantors”means,collectively,theguarantorsundertheAmerican Beech Module Supplier Parent Guarantyand the Bluebird Module Supplier Parent Guaranty.

“ModuleSupplyAgreements”means,collectively,theAmericanBeechModuleSupply Agreements, American Beech Module Supplier Parent Guaranty, Bluebird Module Supply Agreement, Bluebird Module Supplier Parent Guaranty, Bluebird Module Buyer Parent

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Guaranty,PrairieModuleSupplyAgreementandPrairieModulePurchaserParentGuaranty,and each, a “Module Supply Agreement”.

“Moody’s”meansMoody’sInvestorsService,Inc.

“Mortgages” means the American Beech Mortgage, the Bluebird Mortgage and the Prairie Mortgage.

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

“Multiemployer Plan” means a “multiemployer plan” as defined in Section4001(a)(3) of ERISA for which anyLoanPartyor anyERISA Affiliatehad anobligation to contributeover the five (5) preceding calendar years.

“NationalFloodInsuranceProgram”meanstheprogramcreatedpursuanttotheFlood Laws.

“NERC”meanstheNorthAmericanElectricReliabilityCorporationoranysuccessor, and any regional entity thereunder exercising delegated authority therefrom (or their respective successors).

“NetCashProceeds”means,asapplicable:

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

(b)with respect to the incurrence or issuance of any Indebtedness by any Project Group Member the excess, if any, of (i)the sumoftheCash andPermitted Investments actually received by any Project Group Member in connection with such incurrence or issuance and not divertedtotheClassAMemberpursuanttothetermsoftheapplicableHoldCoLLCAover (ii)the sum of (A)theunderwritingdiscounts and commissions orothersimilarpayments,other

40

reasonable out of pocket costs, fees, commissions, premiums and expenses (includinglegal fees andexpenses)incurredbytheLoanPartiesinconnectionwithsuchincurrenceorissuancetothe extent such amounts were not deducted in determining the amount referred to in clause(i), and (B)any amounts due to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section2.8(c)in connection with a Mandatory Prepayment in connection with such incurrence or issuance of Indebtedness.

(c)withrespecttotheterminationofanyProjectDocument,theexcess,ifany,of (i) the sum of Cash and Permitted Investments actually received by any Project Group Member in connection with such termination and not diverted to the Class A Member pursuant to the terms of the applicable HoldCo LLCA over (ii) the sum of (A)the reasonable costs, fees, commissions, fees, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connection with such termination to the extent such amounts were not deducted indeterminingtheamountreferredtoinclause(i),and(B)anyamountsduetotheLendersunder Sections 2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application ofSection 2.8(c)in connection with a Mandatory Prepayment in connection with such termination of Project Documents.

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

“Non-RecourseEntity”isdefinedinSection12.21hereof.

“Non-RecourseParty”isdefinedinSection12.21hereof.

“Note” means, collectively, the Construction Loan Notes, the Bridge Loan Notes, theUpsize Bridge Loan Notes and the LC Notes.

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

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

“NoticeofConstructionLoanBorrowing”isdefinedinSection2.1(b)hereof.

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

“Notice of Issuance” is defined in Section 2.4(b)(i)hereof.

“NoticeofUpsizeBridgeLoanBorrowing”isdefinedinSection2.3(b)hereof.

“O&M Agreements” means, with respect to each Project, an Operations and Maintenance Agreement in substantially the form provided to the Administrative Agent and

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counsel on or prior to the Financial Closing Date with such changes thereto as are reasonably acceptable to the Administrative Agent, and each, a “O&M Agreement”.

“Obligations”means,(a)allobligationsoftheBorrowertopayprincipalandintereston the Loans; (b)until such time that they become Loans pursuant to Section2.4(c)(ii), all Reimbursement Obligations; (c)all fees and charges payable under this Agreement; and (d)all otherpaymentobligationsoftheBorrowerandtheotherLoanPartiesarisingunderorinrelation to anyCredit Document (including all obligations of the Borrower underthePermitted Hedging Agreements), in each case, whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided, however, that Obligations shall not include any Excluded Swap Obligations.

“OFAC”meanstheOfficeofForeignAssetsControloftheUnitedStatesDepartmentof the Treasury.

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

“OpcoBorrower”hasthemeaninggiveninthepreamble.

“OpcoPledgor”meansMN8PortfolioIVLLC,aDelawarelimitedliabilitycompany.

“Operating Costs” means, with respect to each Project, for any period, all actual cash maintenanceandoperationcostsandexpensesinrelationtosuchProjectpaidforsuchperiod,all costs and expenses of managing, administering and operating such Project, the costs of repairs and replacements for such period, all applicable federal, state and local taxes, including real estate taxes, paid for such period, insurance premiums and deductibles paid during such period, costs of any utilities and consumables for such period, payments under any lease paid for such period, payments pursuant to the agreements for themanagement, operation and maintenance of such Project (including, without limitation, pursuant to the applicable Project Documents) paid forsuchperiod,alllegal,accounting,audit,taxpreparationandotherprofessionalfees,costsand expenses with respect to such Project paid for such period, costs and expenses in connectionwith obtaining, transferring, maintaining or amending or otherwise incurred in connection with the requirements of anyApplicable Permits paid duringsuch period, and reasonable general and administrative expenses paid during such period, including payments to the Borrower’sAffiliates that are the counterparties to the applicable Project Documents (including, without limitation, any management fees under the Tax Equity Documents or TC Structure Documents, as applicable); provided, however, that Operating Costs shall not include (x) any non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature and (y) interest charges and charges for the payment or amortization of principal of indebtedness of the Borrower (other than those relating to Permitted Indebtedness described in clauses (c), (d), (f)and (i)of the definition thereof).

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

“OptionalPrepayment”isdefinedinSection2.8(a)hereof.

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

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

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed as a resultofapresentorformerconnectionbetweenanyrecipientandthejurisdictionimposingsuch Tax (other than connections arising from the recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in anyLoan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, 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 securityinterest under, or otherwise with respect to, anyCredit Document, except anysuch Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.13(c)).

“Participant Register” is defined in Section 12.18hereof.

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

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

“PATRIOT Act” is defined in Section 12.32hereof.

“Payment Date” means (a)as to any Base Rate Loan, each of the last Business Day in March, June, September and December in each year and (b)as to anySOFR Loan, the last U.S. Government Securities Business Day of each Interest Period therefor; provided that the first Payment Date shall be the last Business Day in March 2025.

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

“Permits” means anyaction, approval, consent, waiver, exemption, variance, franchise, approval,ruling,permit,certification,exemptionorder,authorization,rightorlicenseoforfrom, or filing for registration by or with, a Governmental Authority.

“PermittedDispositions”means:

(a)any sale, assignment, issuance, transfer or other disposition of any assets or property by and among the Project Group Members (other than any Transfer of ownership interests in any Project Group Member unless such Transfer is made in connection with a Permitted TE/TC Reorganization);

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

(c)thegrantingorexistenceofanyPermittedLien;

(d)anyCasualtyEventorEventofEminentDomain;

(e)any sale, assignment, transfer or other disposition of any assets, land (including land options) or property that (i)is determined by a Project Group Member to be worn-out, obsolete or not necessary in the business of such Project Group Member, (ii)is sold or transferredatfairmarketvalueand(iii)thathasavaluenotinexcessofonemillion Dollars($1,000,000)persaleorseriesofrelatedsalesandnotinexcessoftwomillion Dollars ($2,000,000) in the aggregate;

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

(g)the transfer or issuance of “Class A” interests (or equivalent) in any HoldCo to the relevant Class A Member in accordance with Tax Equity Documents or TC Structure Documents, as applicable;

(h)transactionspermittedpursuanttoSection8.4orSection8.8;

(i)any sale, assignment, transfer or other disposition of ITCs made in accordance with applicable Tax Credit Transfer Documents executed in accordance with Section 7.22or inaccordance with an Additional Project Document consented to by the Required Lenders;

(j)RestrictedPaymentsmadeinaccordancewithSection8.7;

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(k)so long no Event of Default (other than anyEvent of Default applicable solelyto theProjectbeingsoldortransferred)hasoccurredandiscontinuingandtheprepaymentrequired bySection2.8(b)(i)(8)is madesubstantiallyconcurrentlywith theconsummation ofsuch sale or transfer, sales or transfers (including transfers to Affiliates) of any Project, provided, that the American Beech Project shall not be permitted to be sold or transferred prior to the date on which the Mechanical Completion Date with respect to the Prairie Project has occurred; and

(l)any sale, assignment, issuance, transfer or other disposition of any assets or property of Bluebird Project Company to County of Harrison, Kentucky pursuant to the IRB Transaction, provided, that the Bluebird Project Company retains the right to control and use such assets and propertyas contemplated under the Project Documents and Credit Documents.

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

“Permitted Hedging Agreement” means any Hedging Agreement, including with respect to interest rate hedging, entered into by a Borrower with a Permitted Hedging Counterparty that is entered into in the ordinary course of business and not for the purpose of speculation in accordance with Section 7.17.

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

“PermittedIndebtedness”means:

(a)IndebtednesspursuanttothisAgreement;

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

(c)solely with respect to the Project Companies, trade accounts payable (other than for borrowed money) arising, and accrued expensesincurred,intheordinarycourseofbusiness, so long as such trade accounts payable or accrued expenses are (i)notmorethansixty(60)days past due or being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) are covered by the applicable Project Budget;

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

(e)unsecuredloansprovidedbyaBorrower,Class BMemberorClass AMemberto a HoldCo in accordance with the applicable HoldCo LLCA;

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

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

(h)any other unsecured Indebtedness (other than from an Affiliate of the Borrower) nottoexceedtwomillionDollars($2,000,000)inaggregateprincipalamount,ineachsuchcase, incurred for the purpose of working capital, operating reserves, to the extent necessary for the construction and operation of a Project, or for any other purpose not inconsistent with this Agreement;

(i)Indebtedness arising from the honoring bya bank or other financial institution of acheck,draft,paymentorderorotherdebitdrawn,presentedorissuedagainstinsufficientfunds in the ordinary course of business; provided that the Indebtedness described in this clause (i)is extinguished within fifteen (15) Business Days of its incurrence;

(j)IndebtednessexistingasoftheFinancialClosingDateandlistedonSchedule 5.17hereof; and

(k)to the extent constitutingIndebtedness, contingentobligationsunderorin respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees and indemnification obligations, in each case incurred in the ordinary course of business and not in connection with Indebtedness for borrowed money.

“PermittedInvestments”means:

(a)investments in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extentsuchobligationsarebackedbythefullfaithandcreditoftheUnitedStatesofAmerica),in each case maturing in not more than three hundred sixty-five(365) days from the date of acquisition thereof;

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

(c)investments in commercial paper, maturing in not more than three hundredsixty-five(365) days from the date of acquisition thereof, which are rated on the date of acquisition at least A-1 or P-1 by S&P or Moody’s, respectively;

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

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(e)investments in money-market funds havingassetsof atleast$500,000,000 which investsolelyinsecuritiesdescribedin clauses(a)through (d)aboveandwhichhaveamaximum maturity of one(1) year or less after the date of acquisition; provided that, the average maturity date of the holdings in anysuch funds shall not exceed one hundred eighty(180) days;

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

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

“PermittedLiens”means:

(a)LienscreatedpursuanttotheOperativeDocuments;

(b)Liens imposedbyanyGovernmental Authorityfor Taxesthat arenot yetdue and payable or that are the subject of a Good-Faith Contest;

(c)Liensinconnectionwithclauses(b)and(d)ofthedefinitionof“Permitted Indebtedness”;

(d)LiensexistingasoftheFinancialClosingDateandlistedonSchedule1.1(b)hereof;

(e)Liensconstitutingsurveyrestrictions,encumbrancesinthenatureofzoning restrictions, condemnations, easements, encroachments, covenants, rights-of-way, defects, mineral interests that appear of record, irregularities and rights or restrictions of record on the title or use of real property, in each case that (A) do not secure any monetary obligations, (B) would not materially detract from the value of the applicable property for the use as of the date hereof, (C) would not interfere in any material respect with the ordinary conduct of business of theBorrowerasconductedasofthedatehereoforascontemplatedbytheOperativeDocuments, (D)couldnotreasonablybeexpectedtoresultinamaterialchangetothescopeofanyProjector in asubstantialchangefrom thegeneralnatureofthebusiness inwhichanyProjectCompanyor the Borrower is engaged on the date of this Agreement or as contemplated by the Operative Documents, and (E) could not reasonablybe expected to result in a Material Adverse Effect;

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

(g)carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, suppliers’, constructionorothersimilarLiensarisingintheordinarycourseofbusinessorintherestoration, repair or replacement of the Projects in accordance with this Agreement or in connection with the construction of the Projects that are (x)not past-due or (y)are being contested in good faith and that are adequatelybonded or in respect of which adequate reserves have been established;

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(h)judgment Liens or liens in favor of a Governmental Authority arising in connection with any condemnation or eminent domain proceeding by such Governmental Authority, which proceeding, in each case, does not otherwise constitute an Event of Default;

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

(j)customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the UniformCommercial Code in favor of banks or other financial institutions wherethe Borrowermaintains deposits in theordinarycourse ofbusiness,whichare not created with the intention of effectively securing debt;

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

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

(m)Liens securing payment of premiums on insurance to be paid in accordance with Section7.2; provided,however, that the amount ofsuch Lienshall not exceed the amount ofthe premium being financed at such time and related taxes, fees and assessments, and any recourse withrespecttosuch Lienshallbelimitedtotheinsuranceproceedsthatarepayableinrespectof such insurance premium which is being financed;

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

(o)exceptions listed or described in the landowner estoppel certificates and reasonably approved by the Required Lenders;

(p)PermittedEncumbrances;

(q)[Reserved];

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

(s)LiensontheassetsoftheBluebirdProjectCompany (other thanfor borrowed money) pursuant to the IRB Documents.

“PermittedTE/TCReorganization”isdefinedinSection8.4hereof.

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

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

“Pledge Agreement (Devco)” means that certain Pledge Agreement, dated as of the Financial Closing Date, duly executed by the Devco Pledgor and the Collateral Agent, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

“Pledge Agreement (Opco)” means that certain Pledge Agreement, dated as of the Financial Closing Date, duly executed by the Opco Pledgor and the Collateral Agent, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

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

“Pledgor”means, (a)prior tothedateon whichthe Back-Leverage DateforallProjects hasoccurred, collectively,the DevcoPledgor andthe OpcoPledgor, and each, a“Pledgor”,and (b) from and after the date on which the Back-Leverage Date for all Projects has occurred, the Opco Pledgor.

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

“Power Purchasers” means (a) with respect to the American Beech Power Purchase Agreement, Microsoft Corporation, a corporation organized under the laws of Washington, (b) with respect totheBluebirdPowerPurchaseAgreement, J.Aron &CompanyLLC, aNewYork limited liability company, and (c) with respect to the Prairie Power Purchase Agreement, (i) Akamai Technologies, Inc., a Delaware corporation, (ii) City of Cambridge, a political subdivision and municipal electricityaggregate program, (iii) Wayfair LLC, a Delaware limited liability company and (iv) Teradyne, Inc., a Massachusetts corporation.

“PrairieEPCContract”meansthat certainEngineering,ProcurementandConstruction Agreement,datedasofOctober18,2024,byandbetweenPrairieProjectCompanyandBayWa r.e. Power Solutions, Inc., including that certain Limited Notice to Proceed, dated as of December 29, 2023, byand between Prairie Project Companyand BayWa r.e. Power Solutions, Inc.

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“Prairie Generator Interconnection Agreement” means that certain Generator Interconnection Agreement, dated as of October 24, 2022, by and among Prairie Project Companyand Ameren Services Companyas agent for Ameren Illinois Companyd/b/a/ Ameren Illinois and the Midcontinent Independent System Operator, Inc.

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

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

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

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

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

“Prairie Power Purchase Agreements” means, collectively, (a)that certain Renewable Energy Product Purchase Agreement, dated as of September 26, 2023, by and between Prairie Project Company and Akamai Technologies, Inc., a Delaware corporation, (b)that certain Renewable Energy Product Purchase Agreement, dated as of September 14, 2023, by and between Prairie Project Company and City of Cambridge, a political subdivision and municipal corporation of the Commonwealth of Massachusetts, (c) that certain Renewable Energy Product Purchase Agreement, dated as of December 16, 2022, by and between Prairie Project Company andTeradyne,Inc.,aMassachusettscorporation,asamendedbythatcertainFirstAmendmentto Renewable Energy Product Purchase Agreement, dated June 20, 2023, that certain Second AmendmenttoRenewableEnergyProductPurchaseAgreement,datedJuly21,2023,thatcertain Third Amendment to Renewable Energy Product Purchase Agreement, dated August 19, 2023, that certain Fourth Amendment to Renewable Energy Product Purchase Agreement, dated August 25, 2023, that certain Fifth Amendment To Renewable Energy Product Purchase Agreement, dated September 1, 2023, and that certain Sixth Amendment to Renewable Energy Product Purchase Agreement, dated September 8, 2023, and (d)that certain Renewable Energy Product Purchase Agreement, dated as of December 22, 2022, by and between Prairie Project Company and Wayfair LLC, a Delaware limited liability company, as amended by that certain First Amendment to Renewable Energy Product Purchase Agreement, dated June 16, 2023, that certain Second Amendment to Renewable Energy Product Purchase Agreement, dated July 21, 2023, that certain Third Amendment to Renewable Energy Product Purchase Agreement, dated August 19, 2023, that certain Fourth Amendment to Renewable Energy Product Purchase Agreement, dated August 31, 2023, and that certain Fifth Amendment To Renewable Energy

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Product Purchase Agreement, dated September 8, 2023, and each of the agreements in the foregoing clauses (a)through (d)individually, a “Prairie Power Purchase Agreement”.

“PrairieProject”meanstheapproximately183MWsolarphotovoltaicenergyproject located in Champaign County, Illinois.

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

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

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

“Prairie Shared Facilities Agreement” means (a)that certain Consent Agreement, dated as of March 27, 2023, by and between Prairie Project Company and Little Prairie Solar LLC and (b)that certain Shared Facilities Agreement, dated as of August 21, 2024, by and between Prairie Project Company and Little Prairie Solar LLC.

“PrairieSite”meanstherealpropertydescribedonExhibitA-2ofthePrairieProForma.

“Prairie Title Policy” is defined in Section 7.25(d)hereof.

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

“Prairie Tracker Supply Agreement” means that certain Tracker Master Supply Agreement, dated as of August 30, 2024, by and between Prairie Project Company and Array Tech, Inc., a New Mexico corporation.

“Prairie Transformer Purchase Agreement” means that certain Purchase Order No.P-0235-911,datedasofAugust23,2019,byandbetweenVirginiaTransformerCorporationand Prairie Project Company(as assignee of BayWa r.e.SolarProjects LLC,pursuant tothat certain Assignment and Assumption Agreement, dated as of September 11, 2023, by and between BayWa r.e. Solar Projects LLC and Prairie Project Company), as amended by that certain Change Order No. 1, dated February 28, 2020, and that certain Change Order No. 2, dated January 9, 2024.

“PrairieSurvey”isdefinedinSection6.1(q)hereof.

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

“PrepaymentDate”isdefinedinSection2.8(b)(ii)hereof.

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

“ProjectBudgets”isdefinedinSection6.1(n)hereof.

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

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

“Project Costs” means, with respect to any Project, (a)the costs of developing, designing, engineering, equipping, procuring, constructing, starting up, commissioning, acquiringandtestingsuchProjectnecessarytocauseCompletiontooccurinaccordancewiththe applicable Project Documents (including costs and fees paid or payable to third parties (including any payments previously made to the original developer of such Project)), including the cost of all labor, services, materials, supplies, equipment, tools, transportation, supervision, storage, training, balance of plant contingency, demolition, site preparation, civil works, remediation and allocated overhead confirmed by the Independent Engineer in connection therewith; (b)the cost to the Borrower of constructingtheswitchingstation and feederlinesand substation interconnecting such Project to the applicable transmission system, interconnecting and synchronizing such Project to such system and completing any necessary or desirable transmission system upgrades; (c)all costs and expenses incurred prior to or during the Construction Loan Availability Period in respect of the Project Documents, including, without limitation, remediation costs and any payments and liquidated damages paid by or on behalf of Borrower or any of its Affiliates under the Project Documents and any other contract or agreement relating to the Projects (including the reimbursement of any such Project Costs paid by an Affiliate); (d)the cost of acquiring and using any fee, lease, easement and any other necessary interest in the applicable Site; (e)real and personal property taxes, ad valorem taxes, sales, use and excise taxes and insurance (including title insurance) premiums payable with respecttosuchProjectincurredpriortoorduringtheConstructionLoanAvailabilityPeriod; (f)all interest costs (including any net payments payable by the Borrower under the Permitted Hedging Agreements or any capitalized interest in respect of the Construction Loans or Bridge Loans) and fees (including any capitalized Commitment Fees in respect of the Construction Loans and Bridge Loans, and all fees, interest and otheramounts payable bytheBorrowerunder the Credit Documents, but excluding reimbursement obligations of the Borrower with respect to drawings under any letter of credit issued hereunder) in respect of the Obligations during the ConstructionLoanAvailabilityPeriod;(g)initialworkingcapitalrequirementsofsuchProjectas

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set forth in the applicable Project Budget; (h)the costs of acquiring Permits for such Project incurred prior to or during the Construction Loan Availability Period; (i)all general and administrative costs of the Borrower and its Subsidiaries attributable to such Project incurred prior to or during the Construction Loan AvailabilityPeriod as set forth in the applicable Project Budget; (j)the cost of establishing a spare parts inventory for such Project (if any); and (k)all other fees, costs and expenses incurred by the Borrower or any of its Affiliates relating to the development, construction, acquisition and closing of the financing (including any tax equity financing) ortax credit monetizationforsuchProject,otherthananydevelopmentfeepayableto the Sponsor or its Affiliates.For the avoidance of doubt, to the extent consistent with the foregoing, “Project Costs” shall include (i) all fees, costs, expenses and payments due under the applicable Power Purchase Agreement (including settlement payments) incurred prior to or during the Construction Loan Availability Period and (ii) financial, legal and consulting fees, costs and expenses as set forth in the applicable Project Budget.

“Project Document Proceeds” means Net Cash Proceeds in respect of the termination of any Project Document (other than in the case of IRB Documents, amounts paid by a Project Group Member).

“ProjectDocuments”meanstheOriginalProjectDocumentsandtheAdditionalProject Documents.

“ProjectEntity”meanstheBorrowerandeachHoldCo.

“ProjectGroupMember”means,collectively,eachBorrowerandtheirSubsidiaries.

“Project Revenues” means the sum of all cash (including by distribution or otherwise) received by the Borrower and its Subsidiaries derived from the indirect ownership or operation oftheProjects(otherthanNetCashProceeds(excluding,fortheavoidanceofdoubt,anycapital contributions made by a Class A Member pursuant to the Tax Equity Documents or the TC Structure Documents, any payment pursuant to the Tax Credit Transfer Documents, Net Cash Proceeds that constitute revenue replacements (including delay damages and business interruption)) and amounts required to be applied as a MandatoryPrepayment).

“ProjectSchedule”isdefinedinSection6.1(o)hereof.

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

“Property” or “Properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Proposed CITL” means on or after the Financial Closing Date and (1) prior to the execution of any Tax Documents, any (a) proposed Treasury Regulations or (b) proposed amendment, modification, addition or change to U.S. federalincome Tax lawthat is inthe form of (i) a bill passed or adopted by either house of the U.S. Congress, or (ii) a bill reported bythe House Ways and Means Committee or the Senate Finance Committee, in each case of the

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preceding clauses (a) – (b), (A) if it was issued as a final or temporary Treasury Regulation or became law would, in each case, be a CITL, and (B) such proposed Treasury Regulations or proposed legislation has a reasonable likelihood of being issued as a final or temporary Regulation or becoming law, as applicable (taking into account for this purpose any direct, written opposition or support issued, published, announced or otherwise publicly disseminated by Congress, the Executive Branch, the Internal Revenue Service, the U.S. Department of Treasury or any other relevant Governmental Authority), or (2) after the execution of any Tax Documents, “Proposed CITL”or “ProposedChangein Tax Law” (orsimilarterm) asdefined in such Tax Documents; provided, however, if, after the occurrence of clause (B), as a result of intervening events, the parties mutually agree that such Proposed CITL is no longer reasonably likelyto be issued or become law, such Proposed CITL shall cease to be a Proposed CITL.

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

“Prudent Industry Practices” means, with respect to any Person at any time, those practices, methods, equipment, specifications and standards of safety as are engaged in or approved by a significant portion of owners and operators of utility-scale solar photovoltaic generation facilities in the United States of a type and size similar tothe applicableProject(s) at such time as good, safe and prudent practices in connection with the construction, operation, maintenance, repair and use of electrical and other equipment, facilities and improvements of such utility-scale solar photovoltaic generation facility, with commensurate standards of safety, performance,dependability,efficiencyandeconomy.PrudentIndustryPracticesarenotintended to be limited to the optimum practices, methods or acts to the exclusion of all others, but ratherto be a spectrum of possible acceptable practices, methods or acts generally accepted in the United States utility-scale solar photovoltaic generation facility industry having due regard for, among other things, manufacturers’ warranties and the requirements of anyApplicable Law.

“PUHCA” means the Public Utility Holding Company Act of 2005 and FERC’s implementing regulations at 18C.F.R.Part366, as amended, modified, supplemented or replaced from time to time.

“QFC”isdefinedinSection12.36(b)hereof.

“QFCCreditSupport”isdefinedinSection12.36hereof.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such otherpersonasconstitutesan“eligiblecontractparticipant”undertheCommodityExchangeAct or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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“QuarterlyDate”meansthelastBusinessDayofeachcalendarquarter.

“Rating Agency” means anyof (a)S&P, Fitch, or Moody’s or(b) if at anytimenone of S&P,Fitch,orMoody’sshallberatingtheapplicableobligations,anyotherratingagencythat,at the time of its designation hereunder, is designated as a nationally recognized statistical rating organizationbytheU.S.SecuritiesandExchangeCommissionandhashaditsratingacceptedby the National Association of Insurance Commissioners in determining its equivalent rating designations for reporting and reservingpurposes and that is acceptable to theRequired Lenders (acting reasonably).

“RealProperty”meanstherealestateinterestsownedbyanyProjectCompanyinfeeor in which any Project Company holds a leasehold or sub-leasehold interest as a tenant, an easementorsub-easementrightasaneasementholder,arightofaccessoruseundera right-of-way, a license right as a licensee or otherwise occupies real property, in each case in respect of any Site.

“Real Property Documents”meansanyleases,subleases,easementsorsub-easements, license agreements, crossing agreements, mineral agreements, subordination agreements, letters of no objection or any other real property document pursuant to which the Project Companies have rights or obligations with respect to the Sites.

“Recipient”means,asapplicable,(a)theAdministrativeAgentand(b)anyLender.

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

“Register”isdefinedinSection12.19(d)hereof.

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

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, brokers, trustees, administrators, managers, advisors and representatives, including accountants, auditors and legal counsel of such Person and of such Person’s Affiliates.

“Release” means, with respect to any Hazardous Materials, any release, spill, emission, leaking,pumping,injection,deposit,disposal,discharge,dispersal,leachingormigrationintothe indoor or outdoor environment, including the movement of Hazardous Materials throughambient air, soil, surface water, ground water, wetlands, land or subsurface strata.

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

“Replacement Obligor” means, with respect to anyPerson (other than anyLoan Party) party to an Operative Document (other than the Credit Documents), any other Person with relevant experience and/or creditworthiness, as applicable, reasonably satisfactory to the

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Required Lenders who, pursuant to any definitive agreement or definitive guaranty reasonably satisfactorytotheRequiredLenders,assumestheobligationsundersuchOperativeDocumenton terms and conditions no less favorable to the Borrower than those to which such Person being replaced is obligated pursuant to such Operative Document.

“Required Bridge Lenders” means, at any time, Lenders holding in the aggregate greaterthanfiftypercent(50%)ofthesumof(a)theAvailableBridgeLoanCommitmentsand (b)the aggregate unpaid and outstanding principal amount of the Bridge Loans.In determining the Required Bridge Lenders, for so long as not everyapplicable Lender is a Defaulting Lender, the Loans and Loan Commitments of any Defaulting Lender shall be disregarded at any time exceptthat(i)theLoanCommitmentofanyDefaultingLendermaynotbeincreasedorextended withouttheconsentofsuchLenderand(ii)anywaiver,amendmentormodificationrequiringthe consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adverselythan other affected Lenders shall require the consent of such Defaulting Lender; provided, that if there are two or more non-affiliated Lenders holding Bridge Loans or Bridge Loan Commitments, then the Required Bridge Lenders shall mean at least two (2) non-affiliated Lenders; provided, further that Loans and Commitments held by a Lender that is an Affiliate of the Borrower shall be disregarded in determining the Required Bridge Lenders.

“Required Construction Lenders” means, at any time, Lenders holding in the aggregate greater than fifty percent(50%) of the sum of (a)the Available Construction Loan Commitments, (b)the aggregate unpaid and outstanding principal amount of the Construction Loans, (c)the aggregate unpaid and outstanding principal amount of the LC Loans and (d)the Available LC Commitment then in effect.In determining the Required Construction Lenders, for so long as not every applicable Lender is a Defaulting Lender, the Loans and Loan Commitments of anyDefaulting Lendershall bedisregarded at anytimeexceptthat(i)theLoan Commitment of anyDefaulting Lender maynot beincreased or extended without the consent of suchLenderand(ii)anywaiver,amendmentormodificationrequiringtheconsentofallLenders oreachaffectedLenderthatbyitstermsaffectsanyDefaultingLendermoreadverselythanother affected Lenders shall require the consent of such Defaulting Lender; provided, that if there are two or more non-affiliated Lenders holding Construction Loans, Construction Loan Commitments, LC Loans or Available LC Commitments then the Required Construction Lenders shall mean at least two (2) non-affiliated Lenders; provided, further that Loans and Commitments held by a Lender that is an Affiliate of the Borrower shall be disregarded in determining the Required Construction Lenders.

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

“Required Upsize Bridge Lenders” means, at any time, Lenders holding in the aggregate greater than fifty percent(50%) of the sum of (a)the Available Upsize Bridge Loan Commitments and (b)the aggregate unpaid and outstanding principal amount of the Upsize Bridge Loans.In determining the Required Upsize Bridge Lenders, for so long as not every applicable Lender is a Defaulting Lender, the Loans and Loan Commitments of any Defaulting Lender shall be disregarded at any time except that (i)the Loan Commitment of any Defaulting

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LendermaynotbeincreasedorextendedwithouttheconsentofsuchLenderand(ii)anywaiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects anyDefaulting Lender more adverselythan other affected Lendersshall require the consent of such Defaulting Lender; provided, that if there are two or more non-affiliated Lenders holding Upsize Bridge Loans or Upsize Bridge Loan Commitments, then the Required Upsize Bridge Lenders shall mean at least two (2) non-affiliated Lenders; provided, further that Loans and Commitments held by a Lender that is an Affiliate of the Borrower shall be disregarded in determining the Required Upsize Bridge Lenders.

“ResolutionAuthority”meansanEEAResolutionAuthorityor,withrespecttoany U.K.FinancialInstitution,aU.K.ResolutionAuthority.

“Restore” means to rebuild, repair, restore or replace all or anypartoftheProject.The term “Restoration” has a correlative meaning.

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

“RevenueAccount”hasthemeaningsetforthintheDepositaryAgreement.

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

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

“Sanctioned Country” means a country, region or territory that is the subject of comprehensiveSanctionsbroadlyprohibitingdealingsin,withorinvolvingsuchcountry,region or territory(currently, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region of Ukraine).

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

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

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

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

“SecuredParties”meanstheAgents,theConstructionLenders,theBridgeLenders,the Upsize Bridge Lenders, the LC Issuers, the LC Lenders and the Permitted Hedging Counterparties.

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

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

“Security Agreement” means that certain Guaranty, Pledge and Security Agreement, dated as of the Financial Closing Date, duly executed by the Devco Borrower, the Opco Borrower, the American Beech Project Company, the Bluebird Project Company, the Prairie Project Company, Prairie Holdings, Bluebird Solar Investments and the Collateral Agent, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

“Security Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Depositary Agreement, the American Beech Mortgage, the Bluebird Mortgage, thePrairieMortgage,theConsents,allUniformCommercialCodefinancingstatements,andany such other security agreement or instrument to be filed with respect to the Liens on personal property and fixtures of the grantor of the Liens created under such documents, and any other mortgages,deedsoftrust,securityagreements,pledgeagreementsoraccountcontrolagreements entered into after the Financial Closing Date and providing security interests in favor of the Secured Parties to secure the Borrower’s obligations under the Credit Documents.

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

“SOFR”meansarateequaltothesecuredovernightfinancingrateasadministeredby theSOFRAdministrator.

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

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

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

“Solvent” means, with respect tothe Borrower andtheirSubsidiaries, on a consolidated basis, that (a)the fair value of the assets of the Borrower and their Subsidiaries, on a

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consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (b)the present fair saleable value of the property of the Borrower and theirSubsidiaries,on aconsolidatedbasis,isgreaterthantheamountthatwillberequiredtopay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent orotherwise, as suchdebts andotherliabilities become absolute andmatured;(c)the Borrower and their Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; (d)the Borrower and their Subsidiaries, on a consolidated basis, are not engaged in, andarenotabouttoengagein,businessforwhichtheyhaveunreasonablysmallcapital;and the Borrower and their Subsidiaries are “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and other applicable laws relating to fraudulent transfers and conveyances.For purposes of this definition, (i)“able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (after giving effect to any Guarantee and credit support)” shall mean that the Borrower and their Subsidiaries, on a consolidated basis, will be able to generate enough cash from operations, asset dispositions or refinancings, or a combination thereof, to meet their obligations as theybecome due, and (ii)the amount of contingent liabilities at anytime shall be computedastheamountthat,inthelightofallthefactsandcircumstancesexistingatsuchtime, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5).

“Sponsor”meansMN8EnergyLLC,aDelawarelimitedliabilitycompany.

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

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

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

“Subsidiary” means with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereofordinaryvotingpower to elect amajorityof theboard ofdirectors orotherpersons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of anyother class or classes of such corporation, partnership or other entityshall have ormight havevotingpower byreason of the happening of any contingency) is at the time directly or indirectly owned or Controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Substantial Completion” means (a) with respect to the American Beech Project, the dateonwhichSubstantialCompletion(asdefinedintheAmericanBeechEPCContract)occurs,

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(b)withrespect to theBluebirdProject, thedateonwhichSubstantialCompletion(asdefined in the Bluebird EPC Contract) occurs and (c) with respect to the Prairie Project, the date on which Substantial Completion (as defined in the Prairie EPC Contract) occurs.

“SupportedQFC”isdefinedinSection12.36hereof.

“Swap Obligation” means, with respect to any guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

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

“Tax Credit Buyer” means with respect to each Project, when subject to a Tax Credit Transfer Arrangement, the purchaser of the ITCs generated by such Project pursuant to the applicableTaxCreditTransferDocuments;providedthat,anysuchpurchaserisaPersonthat(a) (i) (A) has senior unsecured debt that has Investment Grade Rating; or (B) has its obligations undertheTax CreditTransferDocumentseither(1)guaranteed(suchguarantytobeinformand substance reasonablysatisfactoryto the Required Lenders) byan Affiliate with such Investment Grade Ratingor (2)backstopped by a letter of credit that is (X) in form and substance reasonably satisfactory to the Administrative Agent, (Y) non-recourse to the applicable Class B Member, applicable HoldCo or the applicable Project Company or any Collateral or Project GroupMember and (Z)issued byabankwhich isorganized orislicensedas abranch oragency under the laws of the United States of America or any state thereof that has a senior unsecured debtratingof“A-”orhigherbyS&Por“A3”orhigherbyMoody’sand(ii)isnotaDisqualified Person and is not, and is not an Affiliate of a Person that is, designated as a Sanctioned Person; or (b)is reasonablyacceptableto each Lender (with anyrequired consentofsuchLendersnotto be unreasonably withheld, conditioned or delayed).

“TaxCreditSaleAgreement”isdefinedinSection7.21(f)hereof.

“Tax CreditTransferAgreement(ClassA)”means,withrespecttoanyProject,tax credittransferpurchaseandsaleagreementprovidingforthesale,assignment,transferor other disposition solely of ITCs allocated to the Class A Member under a Tax EquityArrangement in respect of such Project.

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

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

“TaxCreditTransferEffectiveDate”isdefinedinSection7.22(a)hereof.

“Tax Documents” means, individually or collectively, as the context may require, theTax Equity Documents, TC Structure Documents and Tax Credit Transfer Documents.

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

“Tax Equity Closing Date” means, with respect to anyProject, if it becomes subject to a Tax EquityArrangement, the date of the execution of the applicable HoldCo LLCA pursuantto the applicable Tax Equity ECCAand, if applicable, the applicable contribution agreement, assignmentagreementor,membershipinterestpurchaseagreement,developmentandpurchaseagreement or similar agreementin accordance with the terms of this Agreement.

“Tax Equity Documents” means, with respect to any Project subject to a Tax Equity Arrangement, collectively, the applicable Tax Equity ECCA, any guarantees entered into inconnection therewithand theotherapplicabledefinitiveagreementsexecuted ortobeexecuted bytherelevantTaxEquityInvestor(s)orProjectGroupMemberspursuanttosuchTaxEquity ECCA., including the HoldCo LLCA and, if applicable, the applicable contributionagreement,assignmentagreement,membershipinterestpurchaseagreement,developmentand purchase agreement or similar agreement (including, for theavoidance of doubt, withrespect to the Bluebird Project, the Bluebird Development and Purchase Agreement).

“TaxEquityEffectiveDate”isdefinedinSection7.24(a)hereof.

“Tax Equity ECCA” means, with respect to any Project subject to a Tax Equity Arrangement, an equity capital contribution agreement or similar tax equity commitment by a TaxEquityInvestor(whichmaybeincludedintheapplicableHoldCoLLCA),byandamong the applicable HoldCo, the applicable Class B Member and the relevant Tax EquityInvestor, in form and substance reasonably satisfactory to all Lenders.

“TaxEquityInvestor”meansathirdpartyequityinvestorthatisaPersonthat(a)(i) (A)has seniorunsecured debt that has InvestmentGradeRating; or(B)has itsobligationsunder the Tax Equity Documents guaranteed (such guaranty to be in form and substance reasonably satisfactoryto the Required Lenders)byan Affiliate withsuch Investment GradeRatingand (ii) isnotaDisqualifiedPersonandisnotanAffiliateofaPersonthatis,designatedasaSanctioned Person; (b) Affiliated FM Insurance Company a Rhode Island insurance company or (c) is reasonably acceptable to each Lender (with any required consent of such Lenders not to be unreasonably withheld, conditioned or delayed).

“TaxRelated Person”means aPerson(a)who isrelated(within themeaningofSection 45(e)(4) of the Code) to any Person purchasing electricity from a Project if such relationship would result in failure to satisfythe requirement that electricitybe sold to an “unrelated person” pursuant to Section 45(a)(2)(B) of the Code (but excluding any Person that so purchases electricity generated by such Project to the extent such Person resells the electricity to a third party that is not related to such Project within the meaning of Section 45(e)(4) of the Code), (b) who is related to anyPerson purchasingelectricityfrom aProject forpurposes of theapplication of Section 7701(e)(4) of the Code or the loss disallowance rules of Section 267(a) or Section 707(b)(1) of the Code, or (c) whose ownership would cause a Project, or anyportion thereof, to beclassifiedas“tax-exemptuseproperty”forpurposesofSection168oftheCode.Clause(a)of

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thisdefinitionisintendedtocomplywithSection4ofIRSNotice2008-60,I.R.B.2008-60(June 25, 2008), and shall be interpreted consistent with that provision.

“Tax Returns” means any return, declaration, report, claim for refund or information return or statement filed or required to be filed with any Governmental Authority relating to Taxes, including any amendment thereof or schedule thereto.

“TCECCA”isdefinedinSection7.21(a)hereof.

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

“TCStructureDocuments”isdefinedinSection7.21(a)hereof.

“TCStructureEffectiveDate”isdefinedinSection7.21(a)hereof.

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

“Term SOFR Administrator”meansCME GroupBenchmarkAdministration Limited(CBA) (or a successor administrator of the Term SOFR Reference Rate selected bythe Administrative Agent in its reasonable discretion).

“TermSOFRReferenceRate”meanstheforward-lookingtermratebasedonSOFR.

“Title Insurer” means, (a) with respect to the American Beech Title Policy, Chicago Title Insurance Company and (b) with respect to the Bluebird Title Policy and the Prairie Title Policy, Stewart Title Guaranty Company.

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

“TotalBridgeLoanCommitment”isdefinedinSection2.12(a)(ii)hereof.

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

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

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“TrackerSupplyAgreements”means,collectively,theAmericanBeechTracker SupplyAgreement,thePrairieTrackerSupplyAgreement,andthePrairieTrackerPilePurchase Order, and each, a “Tracker Supply Agreement”.

“Transfer” means any sale, assignment, transfer, conveyance, gift, exchange or other disposition, whether such disposition be voluntary, involuntary or by operation of Applicable Law, including a merger, consolidation or conversion of such entity.

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

“Transmission Consultant” means, with respect to each Project, PowerGEM, LLC or its successor appointed pursuant to Section 11.10of this Agreement.

“Transmission Consultant’s Reports” means that certain report titled, “Congestion & BasisAnalysisSolarFacilitiesinPJMandMISO”,datedasofOctober16,2024,preparedbythe Transmission Consultant of each Project and delivered to the Administrative Agent in accordance with this Agreement.

“Type”, when used in reference to anyLoan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined byreference to Compounded SOFR or the Alternate Base Rate.

“UCC” or “UniformCommercial Code” means the UniformCommercial Code as in effect in the State of New York (or, with respect to perfection or the effects of perfection, any other applicable jurisdiction).

“U.K. Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom PrudentialRegulationAuthority)oranypersonfallingwithinIFPRU11.6oftheFCAHandbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“U.K. Resolution Authority” means the Bank of England or any other public administrativeauthorityhavingresponsibilityfortheresolutionofanyU.K.FinancialInstitution.

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

“Upsize Bridge Lender” means any Lender with (a)an obligation to advance Upsize BridgeLoansin an aggregateprincipal amountnottoexceedsuchLender’sUpsizeBridgeLoan Commitment or (b) an outstanding Upsize Bridge Loan.

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

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

“Upsize Bridge Loan Amount (Bluebird)” means the portion of the Upsize Bridge LoanCommitmentsallocabletotheBluebirdProject,whichprincipalamountisequalto Forty-Six Million, One Hundred Fifty-Four Thousand, Three Hundred Ninety-Seven Dollars ($46,154,397).

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

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

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

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

“UpsizeBridgeLoanFacility”isdefinedinSection2.3(a)hereof.

“UpsizeBridgeLoanMaturityDate”meanstheearliertooccurof(a)July1,2026and (b)thedateofanyaccelerationoftheUpsizeBridgeLoansfollowinganEventofDefault.

“UpsizeBridgeLoanNote”isdefinedinSection2.10(d)hereof.

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

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

“U.S.Person” meansa“UnitedStatesperson”as setforth inSection7701(a)(30)ofthe Code.

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

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

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“Use”means,withrespecttoanyHazardousMaterialandwithrespecttoanyPerson,the generation, manufacture, processing, distribution, handling, use, treatment, recycling, storage, arrangement fordisposal ordisposalofsuchHazardousMaterialortransportationtoorfromthe assets or property of such Person of such Hazardous Material.

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

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

“Write-DownandConversionPowers”means,(a)withrespecttoanyEEAResolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time totimeundertheBail-InLegislationfortheapplicableEEAMemberCountry,whichwrite-down andconversionpowersaredescribedintheEUBail-InLegislationScheduleand(b)withrespect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any U.K. Financial Institution or anycontract or instrument under which that liabilityarises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it orto suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2.    Interpretation.The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined.The words “hereof”, “herein”, and“hereunder”andwordsoflikeimportwhenusedinthisAgreementshallrefertothisAgreement asawholeandnottoanyparticularprovisionofthisAgreement.       Thewords“include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”. AllreferencestotimeofdayhereinarereferencestoNewYork,NewYork,timeunless otherwise specifically provided.Where the character or amount of any asset or liabilityor item ofincomeorexpenseisrequiredtobedeterminedoranyconsolidationorotheraccounting computationisrequiredtobemadeforthepurposesofthisAgreement,itshallbedonein accordancewithGAAPexceptwheresuchprinciplesareinconsistentwiththespecific provisions of this Agreement.The words “renew” or “renewal” and variations thereof as used hereinwithrespecttoaLetterofCreditmeanstoextendthetermofsuchLetterofCreditorto reinstate an amount drawn under such Letter of Credit or both.Anyreference to anyagreement herein (a)shall include all exhibits, schedules and other attachments thereto and (b)shall mean, whether or not stated, such agreement as it may be amended, supplemented, restated, renewed, refunded, replaced or otherwise modified from time to time in accordance with the provisions thereof.

Section1.3.    ChangeinGAAP.

(a)If, after the date of this Agreement, there shall occur any change in GAAP, including any change in the applicable GAAP elected by the Borrower in accordance with the definition thereof, from those used in the preparation of the financial statements required to be

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deliveredtotheAdministrativeAgentpursuanttoSection7.8hereofandsuchchangeshallresult in a change in the method of calculation of anystandard or term found in this Agreement, either the Borrower or the Required Lenders may by notice to the Administrative Agent and the Borrower, respectively, require that the Required Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in GAAP, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made.No delay bytheBorrowerortheRequiredLendersinrequiringsuchnegotiationshalllimittheirrighttoso require such a negotiation at anytime after such a change in GAAP.

(b)Notwithstanding the foregoing, if the Borrower elects to change GAAP to IFRS with the consent of the Administrative Agent, the Borrower may elect, in its sole discretion, to continue to utilize GAAP for the purposes of making all calculations under this Agreement that are subject to GAAP and the request to the Administrative Agent required to change to IFRS shall set forth whether or not the Borrower intends to continue to use GAAP for purposes of making all calculations under this Agreement.In the event the Borrower elects to change to IFRS with the consent of the Administrative Agent for purposes of making calculations under thisAgreement,references inthisAgreementto astandardorruleunderGAAPshallbedeemed to refer to the most nearly comparable standard or rule under IFRS.

Section1.4.    LetterofCreditAmounts.

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

(b)For purposes of computing the amount available to be drawn under anyLetter of Credit,theamountofsuchLetterofCreditshallbedeterminedinaccordancewiththis Section1.4.For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule3.14 of the International Standby Practices, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

Section1.5.Divisions.For all purposes under the Credit Documents, in connection with any divisionorplanofdivisionunderDelawarelaw(oranycomparableeventunderadifferent jurisdiction’slaws),if(a)anyasset,right,obligationorliabilityofanyPersonbecomestheasset, right,obligationorliabilityofadifferentPerson,thenitshallbedeemedtohavebeentransferred from the original Person to the subsequent Person, and (b)if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its capital stock at such time.

Section 1.6.    Project Sale; Permitted Tax Equity Arrangement.From and after the date of any Asset Disposition permitted pursuant to clause (k)of the definition of “Permitted Dispositions” and the prepayment contemplated thereunder, (a) the applicable transferred Subsidiaryshall cease to be a Subsidiaryand a Guarantor (if applicable), (b) the relevant Project

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shall be deemed not to be a Project, (c) the equityin and assets of such transferred Subsidiary and its Subsidiaries and other Investments shall be deemed not to be part of the Collateral (and anyLiensthereongrantedundertheSecurityDocumentsshallbeautomaticallyreleased),and(d) anybreaches, defaults or Events of Default under anyCredit Document that solelyrelate to such Subsidiaries or Project shall be deemed cured.

SECTION2.THECREDITFACILITIES.

Section 2.1.    ConstructionLoanFacility.

(a)Availability.SubjecttothetermsandconditionssetforthinthisAgreement,each Lender severally agrees to advance to the Borrower from time to time during the Construction Loan AvailabilityPeriod such loans as theBorrowermayrequest underthis Section 2.1(a), inan aggregateprincipalamountnottoexceedsuchLender’sConstructionLoanCommitment (the“Construction Loan Facility”); provided that, after giving effect to the making of any Construction Loans, in no event shall the aggregate principal amount of all Construction Loans thenoutstandingexceedtheTotalConstructionLoanCommitment.BorrowingsofConstruction Loans shall be made not more frequently than twice per calendar month (which, for the avoidance of doubt, shall not include Borrowings of Construction Loans deemed made as contemplated by Section 2.5(d)).

(b)Notice of Borrowing.The Borrower shall request a Borrowing of Construction Loans (except Construction Loans deemed made as contemplated by Section2.5(d)) by delivering to the Administrative Agent written notice substantially in the form of Exhibit A-1, appropriatelycompletedanddulyexecutedbyanAuthorizedOfficeroftheBorrower(a“Notice of Construction Loan Borrowing”).The amount of such requested Borrowing shall be in a minimum amount of two hundred fifty thousand Dollars($250,000), except for the final Borrowing of Construction Loans (which may be in the amount of the then-Available Construction Loan Commitments), Construction Loans deemed made as contemplated by Section2.5(d)orasmayotherwisebeagreedtobyAdministrativeAgent.ForeachBorrowingof ConstructionLoanstheBorrowershallspecifywhethertheConstructionLoansaretobeusedfor the Bluebird Project, the American Beech Project or the Prairie Project. Each Borrowing of Construction Loans specified for the Bluebird Project (taken together with any outstanding Construction Loans with respect to the Bluebird Project)shall not exceed theConstruction Loan Amount (Bluebird), each Borrowing of Construction Loans specified for the American Beech Project (taken together with any outstanding Construction Loans with respect to the American BeechProject)shallnotexceedtheConstructionLoanAmount(AmericanBeech)andeach Borrowing of Construction Loans specified for the Prairie Project (taken together with any outstanding Construction Loans with respect to the Prairie Project) shall not exceed the Construction Loan Amount (Prairie). The Borrower shall deliver to Administrative Agent a Notice of Construction Loan Borrowing relating to each Borrowing of Construction Loans (except Construction Loans deemed made as contemplated by Section2.5(d)) (i)not later than 1:00 p.m., New York time, at least three (3)Business Days before the date of the requested BorrowingofaSOFRLoanor(ii)notlaterthan9:00a.m.,NewYorktime,atleastone (1)BusinessDaybeforethedateoftheBorrowingofaBaseRateLoan.IftheBorrowerchanges

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the date of a Borrowing from that which is set forth in such Notice of Construction Loan Borrowing, the Borrower shall reimburse the Lenders for anyamounts due to the Lendersunder Section2.11hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

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

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

Section2.2.    BridgeLoanFacility.

(a)Availability.SubjecttothetermsandconditionssetforthinthisAgreement,each Lender severally agrees to advance to the Borrower from time to time during the Bridge Loan Availability Period such loans as the Borrower may request under this Section2.2(a), in an aggregateprincipal amount not to exceedsuch Lender’sBridge LoanCommitment(the“Bridge Loan Facility”); provided that, after giving effect to the making of any Bridge Loans, in no eventshall theaggregateprincipalamountofallBridgeLoansthenoutstandingexceedtheTotal Bridge LoanCommitment.Borrowings ofBridge Loansshall bemadenotmorefrequentlythan twice per calendar month (which, for the avoidance of doubt, shall not include Borrowings of BridgeLoansdeemedmadeascontemplatedbySection2.5(d)).Notwithstandinganythingtothe contrary herein, the Borrower shall not be permitted to borrow Bridge Loans unless the Construction Loan Commitments have been fully utilized or cancelled pursuant to this Agreement.

(b)Notice of Borrowing.The Borrower shall request a Borrowing of Bridge Loans (except Bridge Loans deemed made as contemplated by Section 2.5(d)) by delivering to the Administrative Agent written notice substantially in the form of Exhibit A-2, appropriately completed and duly executed by an Authorized Officer of the Borrower (a “Notice of Bridge LoanBorrowing”).TheamountofsuchrequestedBorrowingshallbeinaminimumamountof two hundred fifty thousand Dollars($250,000), except for the final Borrowing of Bridge Loans (which may be in the amount of the then-Available Bridge Loan Commitments), Bridge Loans deemedmadeascontemplatedbySection 2.5(d)orasmayotherwisebeagreedtoby Administrative Agent.For each Borrowingof Bridge Loansthe Borrowershallspecifywhether theBridgeLoansaretobeusedfortheBluebirdProject,theAmericanBeechProjectorthe PrairieProject.EachBorrowingofBridgeLoansspecifiedfortheBluebirdProject(taken togetherwithanyoutstandingBridgeLoanswithrespecttotheBluebirdProject)shallnot exceed the Bridge Loan Amount (Bluebird), each Borrowing of Bridge Loans specified for the American Beech Project (taken together with any outstanding Bridge Loans with respect to the American Beech Project) shall not exceedthe Bridge Loan Amount (American Beech) and each

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BorrowingofBridgeLoansspecifiedforthePrairieProject(takentogetherwithanyoutstanding BridgeLoanswithrespecttothePrairieProject)shallnotexceedtheBridgeLoanAmount (Prairie).TheBorrowershalldelivertotheAdministrativeAgentaNoticeofBridgeLoan Borrowingrelatingto each Bridge Loan (exceptBridgeLoansdeemedmadeascontemplatedby Section2.5(d))(i)notlaterthan1:00p.m.,NewYorktime,atleastthree(3)BusinessDays beforethedate of the requested Borrowingof aSOFR Loan or (ii)not laterthan9:00a.m.,New York time, at least one (1) Business Daybefore the date of the Borrowing of a Base Rate Loan. If the Borrower changes the date of a Borrowing from that which is set forth in such Notice of Bridge Loan Borrowing, the Borrower shall reimburse the Lenders for any amounts due to the LendersunderSection2.11hereof(includinganyassociatedHedgingTerminationValuesdueto the relevant Permitted Hedging Counterparty).

(c)BridgeLoanPrincipalPayments.TheBorrowershallrepaytotheAdministrative Agent, for the account of the applicable Lenders, in full on the Bridge Loan Maturity Date, the unpaid principal amount of (together with accrued and unpaid interest on) the Bridge Loans made or deemed made by the Lenders, together with all remaining unpaid fees, costs and other amounts with respect thereto.

(d)UseofBridgeLoanProceeds.TheBorrowershallusetheproceedsoftheBridge Loans solely in accordance with Section7.5.Any Available Bridge Loan Commitment that remains on the Bridge Loan Maturity Date after the Borrowing of Bridge Loans on such date shall be automatically reduced to zero Dollars ($0).

Section 2.3.    UpsizeBridgeLoanFacility

(a)Availability. Subject to thetermsandconditions setforth inthisAgreement,each Lender severallyagrees to advance to the Borrower from time to time during the Upsize Bridge LoanAvailabilityPeriodsuchloansastheBorrowermayrequestunderthisSection2.3(a),inan aggregateprincipalamountnottoexceedsuchLender’sUpsizeBridgeLoanCommitment (the“Upsize Bridge Loan Facility”); provided that, after giving effect to the making of any Upsize Bridge Loans, in no event shall the aggregate principal amount of all Upsize Bridge Loans then outstanding exceed the Total Upsize Bridge Loan Commitment.Borrowings of Upsize Bridge Loans shall be made not more frequently than twice per calendar month (which, for the avoidance of doubt, shall not include Borrowings of Upsize Bridge Loans deemed made as contemplated by Section2.5(d)). Notwithstanding anything to the contrary herein, the Borrower shall not be permitted to borrow Upsize Bridge Loans unless the Construction Loan Commitments and the Bridge LoanCommitments havebeen fullyutilized or cancelledpursuant to this Agreement.

(b)Notice of Borrowing.The Borrower shall request a Borrowing of Upsize Bridge Loans (except Upsize Bridge Loans deemed made as contemplated by Section2.5(d)) by delivering to the Administrative Agent written notice substantially in the form of ExhibitA-3, appropriatelycompletedanddulyexecutedbyanAuthorizedOfficeroftheBorrower(a“Notice of Upsize Bridge Loan Borrowing”).The amount of such requested Borrowing shall be in a minimum amount of two hundred fifty thousand Dollars($250,000), except for the final Borrowing of Upsize Bridge Loans (which may be in the amount of the then-Available Upsize

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BridgeLoanCommitments),UpsizeBridgeLoansdeemedmadeascontemplatedbySection2.5(d)orasmayotherwisebeagreedtobyAdministrativeAgent.ForeachBorrowingof UpsizeBridge Loans theBorrowershallspecifywhethertheUpsizeBridge Loansaretobeused for the Bluebird Project, the American Beech Project or the Prairie Project. Each Borrowing of Upsize Bridge Loans specified for the Bluebird Project (taken together with any outstanding Upsize Bridge Loans with respect to the Bluebird Project) shall not exceed the Upsize Bridge Loan Amount (Bluebird), each Borrowing of Upsize Bridge Loans specified for the American Beech Project (taken together with any outstanding Upsize Bridge Loans with respect to the American Beech Project) shall not exceed the Upsize Bridge Loan Amount (American Beech) and each Borrowing of Bridge Loans specified for the Prairie Project (taken together with any outstanding Upsize Bridge Loans with respect to the Prairie Project) shall count towards the Upsize Bridge LoanAmount(Prairie).TheBorrowershalldeliverto theAdministrativeAgent a Notice of Upsize Bridge Loan Borrowing relating to each Upsize Bridge Loan (except Upsize Bridge Loansdeemed made as contemplated bySection2.5(d))(i)notlaterthan1:00p.m.,New York time, at least three (3)Business Days before the date of the requested Borrowing of a SOFR Loan or (ii) not later than 9:00 a.m., NewYork time, at least one(1)Business Daybefore thedateoftheBorrowingofaBaseRateLoan.IftheBorrowerchangesthedateofaBorrowing fromthatwhichissetforthinsuchNoticeofUpsizeBridgeLoanBorrowing,theBorrowershall reimburse the Lenders for any amounts due to the Lenders under Section2.11hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

(c)Upsize Bridge Loan Principal Payments.The Borrower shall repay to the Administrative Agent, for the account of the applicable Lenders, in full on the Upsize Bridge Loan Maturity Date, the unpaid principal amount of (together with accrued and unpaid interest on) the Upsize Bridge Loans made or deemed made bythe Lenders, together with all remaining unpaid fees, costs and other amounts with respect thereto.

(d)UseofUpsizeBridgeLoanProceeds.TheBorrowershallusetheproceedsofthe Upsize Bridge Loanssolelyin accordance with Section7.5.AnyAvailable Upsize Bridge Loan Commitment that remains on the Upsize Bridge Loan Maturity Date after the Borrowing of Upsize Bridge Loans on such date shall be automaticallyreduced to zero Dollars ($0).

Section 2.4.    LetterofCreditFacility.

(a)LetterofCreditGeneralTerms.

(i)Subjecttothetermsandconditionshereof,fromtimetotimefromthe FinancialClosingDatethroughtheConstructionLoanMaturityDate(the“LC Availability Period”), and after submittal of an Application by the Borrower to the LC Issuer, such LC Issuer shall issue (or amend, renew or extend) a letter of credit (each, a “LetterofCredit”)intheamountequaltotheamountrequesteduptoanaggregate amountequaltofiftymillion,twohundredsixty-seventhousand,sevenhundred eighty-fiveDollars($50,267,785)(the“LCCommitment”),insuchformasthe Borrower, the LC Issuer and the beneficiary of the relevant Letter of Credit shall agree. TheaggregatestatedamountforallLettersofCreditoutstandingatany timewillnot

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result in (A)theaggregatestatedamountofall LettersofCreditissuedbyanyLC Issuer exceeding the total amount set forth in respect of such LC Issuer in Part B of Schedule 1.1(a)or(B)thesumof(1)theundrawnamountfortheoutstandingLettersofCredit,(2) theprincipalamountoftheoutstandingLCLoans,and(3)theamountofall Reimbursement Obligations outstanding in respect ofthe Letters ofCredit exceedingthe LC Commitment.

(ii)Unless otherwise agreed by the LC Issuer, each Letter of Credit issued as providedinthisSection2.4shallhaveanexpirationdate(orshallbecancellable)nolater than the earlier of (A)twelve(12) months after the date of issuance (provided that such expirationdateshallbesubjecttoautomaticextensionascontemplatedby Section 2.4(b)(iii)) and (B)the LC Loan Maturity Date.

(b)RequestingaLetterofCredit;Applications.

(i)    TheBorrowershallprovideatleasttwo(2)BusinessDays’advance writtennotice,dulyexecutedbyanAuthorizedOfficeroftheBorrowerandintheformof Exhibit A-5(a “Notice of Issuance”), to the Administrative Agent and the LC Issuer of each request for the issuance of a Letter of Credit, and such Notice of Issuance shall be accompanied by an application to the LC Issuer (in such LC Issuer’s customary form of application for letters of credit, as provided to the Borrower from time to time) for such Letter of Credit properly completed and executed by the Borrower (each, an “Application”).Inthecaseofarequestforanextension(otherthananautomatic extension) or an amendment with respect to the stated amount of a Letter of Credit, the Borrowershallsubmittothe Administrative Agentandthe LC Issuer a duly executed NoticeofIssuancetotheAdministrativeAgentandsuchLCIssuer,ineachcase,together withanyapplicablefeesrequiredpursuanttothisAgreement. TheLCIssuershall promptlynotifytheAdministrativeAgentoftheissuanceofanyLetterofCreditso requested or an amendment with respect to the expiration or stated amount of a Letter of Credit.Each Notice of Issuance shall specify, among other things:

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

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

(3)thefaceamountofsuchLetterofCredit;

(4)thenameandaddressofthebeneficiarythereof;and

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

(ii)Notwithstanding anything contained in any Notice of Issuance or Application to the contrary: (A)the Borrower shall pay fees in connection with each

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LetterofCreditassetforthinSection3.1;(B)exceptasotherwiseprovidedin Section2.8(b), unless an Event of Default exists, the LC Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder; (C)if a Letter of Credit is drawn, the terms of Section2.4(c)shall apply; and (D) the LC Issuer shall not be obligated to issue, amend or renew any Letter of Credit if any Lender (other than Lenders who are Affiliates of the LC Issuer) purchasing a Participating Interest in such Letter of Credit, at such time, is a Defaulting Lender hereunder, unless the LC Issuer has entered into satisfactory arrangements with the BorrowerorsuchotherLenderstoeliminatetheLC Issuer’sriskwithrespecttosuch Defaulting Lender, including by cash collateralizing each such Defaulting Lender’s Participating Interest.

(iii)If the LC Issuer issues anyLetter of Credit with an expiration date that is automaticallyextended,suchLetterofCreditshallautomaticallybeextendedunlesssuch LC Issuergivesnoticeofnon-renewalbeforesuch LetterofCreditisautomaticallysetto be extended in accordance with the terms of such Letter of Credit, which such notice shall onlybegivenwithout theconsent oftheBorrowerif(A)theexpirationdateofsuch Letter of Credit if so extended would be after the LC Loan Maturity Date, (B)the Commitments in respect of such Letter of Credit have been terminated, or (C)a Default or an Event of Default exists and is continuing.

(c)The Reimbursement Obligations.

(i)Upon receipt byan LC Issuer from the beneficiaryof anyLetter of Credit oranydraftforpaymentornoticeofdrawingundersuchLetterofCredit,suchLCIssuer shall promptly notify the Borrower and the Administrative Agent thereof.Subject to clause(ii)below, the Borrower shall reimburse the LC Issuer for all amounts drawn under a Letter of Credit that has been honored by such LC Issuer (a “Reimbursement Obligation”) by no later than 12:00 Noon (New York time) on the date that such LC Issuer honored the drawing; provided that the Borrower has been informed of such drawing at or before 11:30 a.m. (New York time) on the date when such drawing is honored and, if notice of such drawing is given to the Borrower after 11:30 a.m. (New York time) on thedate when suchdrawingishonored, such reimbursement shall bepaid by 12:00 Noon (New York time) on the following Business Day, in Same Day Funds at theAdministrativeAgent’sprincipalofficeinNewYork,NewYork,orsuchotheroffice as the Administrative Agent may designate in writing to the Borrower (and the Administrative Agent shall thereafter cause to be distributed to the applicable LC Issuer such amount(s) in like funds); provided, however, if such dayis not a Business Day, the date for such payment shall be extended to the next succeeding Business Day.

(ii)Upon the existence of any Reimbursement Obligation in respect of a Letter of Credit, unless the Administrative Agent is notified by the Borrower by 12:00 Noon(NewYorktime)onthedaythatsuchReimbursementObligationbecomesduethat it intends to repay such Reimbursement Obligation with funds not borrowed under this Agreement, so long as no Event of Default has occurred and is continuing, the Borrower

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shall be deemed to have requested an LC Loan, from the Lenders holding aParticipating Interest in such Letter of Credit in an amount equal to such Reimbursement Obligation, and the proceeds of such LC Loan shall be applied to satisfy such Reimbursement Obligation on behalf of the Borrower.Anysuch LC Loan initiallyshall bedeemed to be requested as, and shall be, a Base Rate Loan.Each such LC Loan extended or deemed extended shall reduce the Available LC Loan Commitment by the principal amount of such LC Loan; provided that, upon the repayment of any LC Loan resulting from draws on any Letter of Credit prior to the last day of the LC Availability Period, so long as no Event of Default has occurred and is continuing, the Available LC Loan Commitment shall be increased by an amount equal to such repaid amount.

(iii)If an LC Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit issued by it on the date such drawing is paid, such Reimbursement Obligation shall bear interest (which the Borrower hereby promises to payondemand)fromandafterthedatesuchdrawingispaidatarateperannumequalto thesumoftheApplicableMarginforBaseRateLoansplustheAlternateBaseRatefrom time to time in effect (computed on the basis of a year of three hundred sixty-five(365) or three hundred sixty-six(366) days, as the case maybe, and the actual number of days elapsed).

(d)Obligations Absolute.The Reimbursement Obligations and the obligation of the BorrowertorepayeachBorrowingofLCLoansshallbeabsolute,unconditionalandirrevocable, andshallbepaidstrictlyinaccordancewiththetermsofthisAgreementunderallcircumstances, including the following: (i)any lack of validity or enforceability of a Letter of Credit, this Agreement, or any other Credit Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such LC Issuer or any other Person, whether in connection with this Agreement,thetransactionscontemplatedherebyorbysuchLetterofCreditoranyagreementor instrument relating thereto, or any unrelated transaction; (iii)any draft, demand, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv)any payment by such LC Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictlycomplywith theterms of aLetterofCredit,oranypaymentmadebysuchLCIssuerunderaLetterofCredittoanyPerson purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (v)any other circumstance or happening whatsoever, whether ornotsimilartoanyoftheforegoing,includinganyothercircumstancethatmightotherwise constitute a defense available to, or a discharge of, the Borrower.The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, intheeventofanyclaimofnoncompliancewiththeBorrower’sinstructionsorotherirregularity, the Borrower will promptly notify such LC Issuer.

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(e)The Participating Interests; LC Loans.

(i)By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the stated amount thereof) bythe LC Issuer, and without anyfurtheractiononthepartofsuchLCIssuerortheLCLenders,suchLCIssuerhereby grants to each LC Lender, and each such LC Lender hereby acquires from such LC Issuer,anundividedparticipatinginterest,totheextentofitsProportionateShare,insuch Letter of Credit issued by, and each Reimbursement Obligation owed to, such LC Issuer inrespectthereof.EachsuchLCLendersoholdinganundividedparticipatinginterestas provided in the preceding sentence shall be a “Participating LC Lender” and such undivided participating interest shall be a “Participating Interest”.

(ii)If (A)the LC Issuer is required at anytime to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person, any portion of any payment of any Reimbursement Obligation or (B)the Borrower is deemed to request an LC Loan in accordance with clause(c)(ii)above equal to any Reimbursement Obligation, then, in each case, each Participating LC Lender shall fund to the Administrative Agent for the accountoftheLCIssueranamountequaltosuchParticipatingLCLender’sParticipating Interest in such Reimbursement Obligation, in the case of subclause(A)of this paragraph, in payment for such Participating LC Lender’s Participating Interest in such Reimbursement Obligation or, in the case of subclause(B)of this paragraph, as its advance of such Loan.Payment of each funding pursuant to the preceding sentence by the relevant Participating LC Lender to the Administrative Agent shall be due in Same DayFundsnotlaterthantheBusinessDay itreceivesacertificateintheformof ExhibitB-5hereto from the Administrative Agent (with a copyto the LC Issuer)tosuch effect, if such certificate is received before 1:00 p.m. (New York time), or not later than 1:00 p.m. (New York time) the following Business Day, if such certificate is received after such time, together in each case with interest on such amount accrued from the date the related payment was made by the LC Issuer to the date of such funding by such Participating LC Lender at a rate per annum equal to: (i)from the date the related payment was made bythe LC Issuer to the date two(2) Business Days after payment by suchParticipatingLC Lenderis duehereunder,theFederalFunds Rateforeachsuchday and(ii)fromthedatetwo(2)BusinessDaysafterthedatesuchpaymentisduefromsuch Participating LC Lender to the date such payment is made by such Participating LC Lender, the Base Rate in effect for each such day.Without limiting the obligations of each Participating LC Lender, the Administrative Agent shall provide such certificate promptly to each Participating LC Lender (with a copy to the LC Issuer) after the event giving rise thereto.Following the consummation of transactions contemplated by this Section 2.4(e), the LC Issuer shall have received each Lender’s Proportionate Share for each Participating LC Lender in the amount required for the applicable LC Loan.

(iii)Each such Participating LC Lender shall thereafter be entitled to receive its Proportionate Share of each payment received in respect of the relevant Reimbursement Obligation or LC Loan, as the case maybe, and of interest paid thereon. The several obligations of the Participating LC Lenders to the LC Issuer under this

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Section2.4shall be absolute, irrevocable, and unconditional under any and all circumstanceswhatsoeverandshallnotbesubjecttoanyset-off,counterclaimordefense to payment which any Participating LC Lender may have or have had against the Borrower, the LC Issuer, the Administrative Agent, any LC Lender or any other Person whatsoever.Without limiting the generality of the foregoing, such obligations shall not be affected byanyDefault or Event of Default or byanyreduction or termination of any Commitment of any LC Lender, and each payment by a Participating LC Lender under this Section2.4shall be made without any offset, abatement, withholding or reduction whatsoever.

(iv)The Participating LC Lenders shall, to the extent of their respective Participating Interests in Letters of Credit, indemnify the LC Issuer (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such LC Issuer’s gross negligence or willful misconduct) that such LC Issuer may sufferorincurinconnectionwithanysuchLettersofCreditissuedbyit.Theobligations of the Participating LC Lenders under this Section2.4shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(f)No Obligation.No LC Issuer shall be under anyobligation to issue anyLetter of Credit if: (i)anyorder, judgment or decree of anyGovernmental Authorityor arbitrator shall by itstermspurporttoenjoinorrestrainsuchLCIssuerfromissuingtheLetterofCredit,oranylaw applicable to such LC Issuer or anyrequest ordirective (whether or not havingthe force of law) fromanyGovernmentalAuthoritywithjurisdictionoversuchLCIssuershallprohibit,orrequest that such LC Issuer refrainfrom, theissuanceofletters ofcreditgenerallyorthe LetterofCredit in particular or shall impose upon such LC Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Financial Closing Date, or shall impose upon such LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Financial Closing Date and which such LC Issuer in good faith deems material to it; or(ii) theissuance of the Letter of Credit would violate one or morepolicies of such LC Issuer applicable to letters of credit generally(other than a policynot to issue letters of credit generally).

(g)LC Loan Principal Payments.

(i)LC Loans.The Borrowershall repaytothe Administrative Agent, forthe account of the LC Lenders, in full on the LC Loan Maturity Date, the unpaid principal amount of (together with accrued andunpaidintereston) each LC Loanmadeordeemed made by the LC Lenders, together with any unpaid fees, costs and other amounts with respect thereto.

Section 2.5.    ApplicableInterestRates.

(a)Base Rate Loans.Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of three hundredsixty-five(365)orthreehundred

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sixty-six(366) days, as the case may be, and the actual days elapsed) on the unpaid principal amountthereoffromthedatesuchLoanisadvancedorcontinued,orcreatedbyconversionfrom aSOFR Loan, until maturity(whether byacceleration orotherwise) at a rateperannumequal to the sum of the Applicable Margin plus the Alternate Base Rate from time to time in effect, payable on each Payment Date following the date such Loan is advanced or created by conversion, at maturity(whether byacceleration orotherwise) and on thedatesuch Loan ispaid in full.

(b)SOFR Loans.Each SOFR Loan made or maintained by a Lender shall bear interest (computed, notwithstanding any provision to the contrary in this Agreement (including theuseoftheterm“perannum”),onthebasisofayearofthreehundredsixty(360)daysandthe actual number of days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whetherbyaccelerationorotherwise)atarateperannumequaltothesumof(x)theApplicable Margin plus (y)CompoundedSOFR fromtimetotimein effect,payableoneachPaymentDate, at maturity(whether byacceleration or otherwise) and on the date such Loan is paid in full.

(c)Rate Determinations.The Administrative Agent shall determine each interest rateapplicabletotheLoansandtheReimbursementObligationshereunder,anditsdetermination thereof shall be prima facie evidence of such interest rate except in the case of manifest error.

(d)CapitalizedInterestandFees.Providedthat(i)noEventofDefaulthasoccurred and is continuing and (ii)there are then sufficient Available Construction Loan Commitments (solelyinthe caseof subsections(A), (D)and (G)hereof),BridgeLoanCommitments(solelyin the case of subsection(B), (E)and (H)hereof) or Upsize Bridge Loan Commitments (solely in the case of subsections (C), (F)and (I)hereof), (A)accrued interest due and payable on outstanding Construction Loans under Sections2.5(a)or 2.5(b), as applicable, during the Construction Loan Availability Period shall be automatically capitalized and deemed paid from theAvailableConstructionLoanCommitment,unlessotherwisenotifiedbytheBorrowerthree (3) Business Days prior to the applicable date, (B)accrued interest due and payable on outstanding Bridge Loans under Sections2.5(a)or 2.5(b), as applicable, during the Bridge Loan Availability Period shall be automatically capitalized and deemed paid from the Available Bridge Loan Commitment, unless otherwise notified by the Borrower three (3) Business Days prior to the applicable date, (C) accrued interest due and payable on outstanding Upsize Bridge Loansunder Sections2.5(a)or 2.5(b), as applicable,duringthe Upsize BridgeLoanAvailability Period but not paid in cash shall automatically be capitalized and deemed paid from the AvailableUpsizeBridgeLoanCommitment,unlessotherwisenotifiedbytheBorrowerthree(3) BusinessDayspriortotheapplicabledate,(D)oneachQuarterlyDateuntiltheexpirationofthe Construction Loan Availability Period, all Construction Loan Commitment Fees, then due and payableinrespectofoutstandingConstructionLoanspursuanttoSection3shallbedeemedpaid from the Available Construction Loan Commitment, (E)on each Quarterly Date until the expirationoftheBridgeLoanAvailabilityPeriodallBridgeLoanCommitmentFees,thendue and payable in respect of outstanding Bridge Loans pursuant to Section3shall be deemed paid fromtheAvailableBridgeLoanCommitmentand(F)oneachQuarterlyDateuntiltheexpiration of the Upsize Bridge Loan Availability Period, all Upsize Bridge Loan Commitment Fees, then

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due and payable in respect of outstanding Upsize Bridge Loans pursuant to Section 3shall be deemed paid from the Upsize Bridge Loan Commitment.Any such deemed usage of the Available Construction Loan Commitment, Available Bridge Loan Commitment or Upsize Bridge Loan Commitment shall be deemed a Construction Loan, a Bridge Loan or an Upsize Bridge Loan, as applicable, for any and all purposes hereunder and under the other Credit Documents as if borrowed pursuant to Section 2.1, Section 2.2or Section 2.3, as applicable.

Section2.6.Deemed Borrowings; LC Loans; Type.Each Borrowing requested or deemed requested bythe Borrower pursuant to Section2.4(c)(ii)shall beinthe amount ofthe applicable Reimbursement Obligation.LC Loans made in connection with draws on different Letters of Credit may be outstanding at the same time; provided that all Loans made in connection with draws on Letters of Credit shall be (or shall be promptly made to be) of the same Type.Each Borrowing of Construction Loans shall be for Construction Loans of the same Type.Each Borrowing of Bridge Loans shall be for Bridge Loans of the same Type. Each Borrowing of Upsize Bridge Loans shall be for Upsize Bridge Loans of the same Type.

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

(a)Notice to the Administrative Agent.At anytime after Loans are requested bythe BorrowerpursuanttoSection2.1(b),Section2.2(b)orSection2.3(b)ordeemedrequestedbythe Borrower pursuant to Section2.4(c)(ii), as applicable, and made by the Lenders pursuant to Section2.1(b), Section 2.2(b), Section2.3(b)or Section2.4(c)(ii), as applicable, subject to the terms and conditions hereof, the Borrower may from time to time elect to change or continue, with respect to all Loans, the Type of Loan or, all or a portion thereof, as follows: (i)if such Loan is a SOFR Loan, on each Payment Date, the Borrower may continue part or all of such Loan as a SOFR Loan or convert part or all of such Loan into a Base Rate Loan or (ii)if such Loan is a Base Rate Loan, on any Business Day, the Borrower may convert all or part of such Loaninto aSOFRLoan.TheBorrowershallgiveallsuchnoticesrequestingthecontinuationor conversion of a Borrowing to the Administrative Agent by e-mail, which notice shall be irrevocable once given (it being understood that the failure of the Borrower to actually borrow pursuant to Section2.1(b), Section2.2(b)or Section2.3(b), as applicable, on the specified date shall not result in a reduction of any Commitment but shall result in an obligation of the Borrower to make any required payments under Section2.11) and substantially in the form attached hereto as ExhibitA-4(each, a “Notice of Continuation/Conversion”), as applicable, or in such other form acceptable to the Administrative Agent.Notice of the continuation of a BorrowingofSOFR Loans oroftheconversionofpartorallofaBorrowingofBaseRateLoans into SOFR Loans must be given by no later than 11:00 a.m. (New York time) at least three(3) Business Days before the date of the requested continuation or conversion.All such notices concerning the continuation or conversion of a Borrowingshall specifythe date of the requested continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowingto be continued or converted and the Typeof Loans tocomprisesuchnew, continuedorconvertedBorrowing.TheBorroweragreesthattheAdministrativeAgentmayrely onanysuche-mailnoticegivenbyanypersontheAdministrativeAgentingoodfaithbelievesis an Authorized Officer of the Borrower without the necessityof independent investigation.

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(b)Notice to the Lenders.The Administrative Agent shall give prompt electronic noticetoeachLenderorLCIssuer,asthecasemaybe,ofanynoticefromtheBorrowerreceived pursuant to Section2.7(a)above and, if such notice requests the Lenders of the applicableClass to make SOFR Loans, the Administrative Agent shall give notice to the Borrower and each LenderoftheapplicableClassbylikemeansoftheinterestrateapplicabletheretopromptlyafter the Administrative Agent has made such determination.

(c)Borrower’s Failure to Notify; Automatic Continuations and Conversions.Any outstanding Borrowing of a Base Rate Loan shall automatically be continued as a Base Rate Loan unless (x)the Borrower has notified the Administrative Agent within the period required by Section2.7(a)that the Borrower intends to convert such Borrowing into a Borrowing of SOFR Loans or (y)such Borrowing is prepaid in accordance with Section2.8(b).With respect toanyoutstandingBorrowingofSOFRLoans,if(x)theBorrowerfailstogivenoticepursuantto Section 2.7(a)above of the continuation or conversion of any outstanding principal amount of a Borrowing of SOFR Loans before a Payment Date within the period required by Section2.7(a)theBorrowershallbedeemedtohaveelectedtocontinuesuchSOFRLoansasSOFRLoans, or (y)there exists and is continuing an Event of Default and such Borrowing is not prepaid in accordance with Section2.8(b), such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans on the next Payment Date.

(d)[Reserved]

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

Section 2.8.    Prepayments.

(a)OptionalPrepayments.SubjecttoSection2.8(c),theBorrowermayprepay(such prepayment, an “Optional Prepayment”) (A)Construction Loans, Upsize Bridge Loans and Bridge Loans in whole and/or in part, without penalty or premium (except for anyamounts due to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty)), such Optional Prepayment to be in a minimum aggregate amount of five hundred thousand Dollars($500,000) or an integral multiple of one hundred thousand Dollars ($100,000) in excess thereof (unless all such Loans, together with all interest, fees and other amounts then due, arebeingprepaid in full)

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and (B)LC Loans, in whole and/or in part, without penaltyor premium (except for anyamounts due to the Lenders under Sections 2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty)), such prepayment to be in a minimum aggregate amount of two hundred fifty thousand Dollars($250,000) or an integral multiple of one hundred thousand Dollars($100,000) in excess thereof (unless all such Loans,togetherwithallinterest,feesandotheramountsthendue,arebeingprepaidinfull).The Borrower shall give the Administrative Agent and each Lender written notice of each proposed Optional Prepayment not less than two(2) Business Days in the case of the prepayment of any Construction Loan, UpsizeBridge Loans andBridge Loans orfive (5)Business Days in thecase of the prepayment of anyportion of LC Loans (or, in each case, such shorter period as agreed to by Administrative Agent).Each such notice shall specify (A)the Loans to be prepaid by the Borrower, (B)the date proposed for such Optional Prepayment, (C)the aggregate principal amount to be prepaid on such date, and (D)the interest to be paid on the prepayment date with respect to such principal amount being prepaid as if the date of such notice were the date of the prepayment due in connection with such Optional Prepayment, and setting forth the details of such computation.Each such noticemayalso specifywhether such prepayment is contingent on the closing of a sale of assets by the Borrower or any other Person or the refinancing of any IndebtednessbytheBorroweroranyotherPerson.Withinone(1)BusinessDaysafteritsreceipt of such notice of Optional Prepayment, the Administrative Agent shall deliver to the Borrower and each applicable Lender a certificate of Administrative Agent setting forth the estimated amounts due, if any, to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

(b)MandatoryPrepayments.

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

(1)SubjecttoSection7.16,uponreceiptbyanyBorrower,anyClassB Member and, prior to the Back-Leverage Date for any Project, the applicable HoldCo or any Subsidiary of such HoldCo, of any Net Cash Proceeds with respect to any Casualty Event or Event of Eminent Domain affecting a Project, an amount equal to (A) 100% of the Net Cash Proceeds with respect to such Casualty Event or Event of Eminent Domain less (B) any portion of the Net Cash Proceeds with respect to such Casualty Event or Event of Eminent Domain applied or committed to the Restoration of such Project (to the extent permitted by Section 7.16), shall be applied as a mandatory prepayment in accordance with the order of priority set forth in Section 2.8(c); provided that nothing in this Section 2.8(b)(i)(1)shall be deemed to limit or otherwise affect anyobligation of the Project Group Members to deposit (or cause to be deposited) in the Loss Proceeds AccounttheLossProceedsinrespectofanyCasualtyEventorEventofEminentDomain in accordance with Section 7.16;

(2)upon receipt by any Borrower, any Class B Member and, prior to theBack-LeverageDateforanyProject,theapplicableHoldCooranySubsidiaryofsuch

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HoldCo, of Indebtedness Proceeds ordividendsin respectof anyIndebtednessProceeds, in an aggregate amount equal to such Indebtedness Proceeds or such dividends, as applicable, in accordance with the order of priorityset forth in Section 2.8(c);

(3)upon receipt by any Borrower, any Class B Member and, prior to theBack-LeverageDateforanyProject,theapplicableHoldCooranySubsidiaryofsuch HoldCo,ofanyAssetDispositionProceedsfromanAssetDispositionpermittedpursuant to clause(e)of the definition of “Permitted Dispositions” equal to or in excess of one million Dollars($1,000,000) in any calendar year, in an aggregate amount equal to such Asset Disposition Proceeds, in accordance with the priority set forth in Section 2.8(c); provided, however, that, so long as no Default or Event of Default shall have occurred and be continuing and with the consent of the Lenders, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to invest (or commit to invest) such Asset Disposition Proceeds received by the Borrower (or aportion thereof specified in such certificate) within ninety(90) days following receipt thereof in assets useful in the business of the Borrower that constitute Collateral, and certifying that no Default or Event of Default has occurred and is then continuing, in which case the Borrower may so reinvest (or commit to reinvest) such Asset Disposition Proceeds within such period; provided, further, that anysuch Asset Disposition Proceeds receivedbyanyBorrower,anyClassBMemberand,priortotheBack-LeverageDatefor any Project, the applicable HoldCo or any Subsidiary of such HoldCo, that are not so reinvested(orcommittedtobereinvested)bytheendofsuchperiod(orthatareinexcess of the amount that is certified to be reinvested pursuant to this Section2.8(b)(i)(3)) may not be so reinvested and shall be applied as a prepayment of Loans in accordance with Section 2.8(c);

(4)upon receipt by any Borrower, any Class B Member and, prior to theBack-LeverageDateforanyProject,theapplicableHoldCooranySubsidiaryofsuch HoldCo, of anyProject Document Proceeds or dividends received byanyBorrower, any Class B Member and, prior to the Back-Leverage Date for any Project, the applicable HoldCo or any Subsidiaryof such HoldCo, in respect of Project Document Proceeds (in each case, to the extent the terminated Project Document is not restored in form and substance reasonably acceptable to the Required Lenders, or replaced by a replacement Project Documentin form andsubstancereasonablysatisfactorytotheRequiredLenders with a Replacement Obligor), in an aggregate amount equal to such Project Document Proceeds or such dividends, as applicable, in accordance with the order of priority set forth in Section 2.8(c);

(5)upon theoccurrence of the SC Funding Dateunder theTax Equity Documents for any Project or upon receipt of payment pursuant to the Tax Credit Transfer Documents for Project, in an amount equal to the aggregate outstanding principal of Bridge Loans and Upsize Bridge Loans borrowed with respect to such Project plus accrued interest as of such prepayment date with respect to such principal amount beingprepaid, and anyamounts due to the Lenders under Sections 2.11and 10.3

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hereof(includinganyassociatedHedgingTerminationValuesduetotherelevant Permitted Hedging Counterparty) incurred byBorrower followingapplication of Section2.8(c).

(6)[Reserved]

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

(8)inthecaseofanAssetDispositionpermittedpursuanttoclause(k)of the definition of “Permitted Dispositions”, in an amount equal to the aggregate outstanding principal of Loans borrowed with respect to the applicable Project plus accrued interest as of such prepayment date with respect to such principal amount being prepaid, in accordance with the order of priority set forth in Section 2.8(c).

(ii)Each Mandatory Prepayment pursuant to (x)Sections 2.8(b)(i)(1), 2.8(b)(i)(4),2.8(b)(i)(5)or 2.8(b)(i)(6)shall be made within five(5) Business Days as required thereby, (y)Sections2.8(b)(i)(2)or 2.8(b)(i)(7)shall be made within one(1) Business Day as required thereby and (z) Sections 2.8(b)(i)(3)or 2.8(b)(i)(8)shall be madesubstantiallyconcurrentlywith the applicabledisposition (suchdate, asapplicable, a “Prepayment Date”).

(iii)In the event of any prepayment pursuant to clause (i)(5)above, the Commitments under the Bridge Loan Facility and the Upsize Bridge Loan Facility shall bereducedbytheapplicableBridgeLoanAmountandUpsizeBridgeLoanAmountwith respect to such Project.

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

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

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

(ii)second, if such prepayment is on a day other than the last day of an Interest Period, to each applicable Lender on a pro rata basis any amounts due to the Lenders under Section 2.11and Section 10.3hereof.

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(iii)third, to the Administrative Agent for the account of the applicable Lendersonaproratabasis(basedontheirProportionateSharesoftheLoanFacility),the outstanding principal in respect of the applicable Loans until such amounts have beenrepaid in full;

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

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

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

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

(e)Prepayment orReduction ofPermittedHedgingAgreements.Totheextentthata prepayment (whetheranOptionalPrepaymentoraMandatoryPrepayment)ofanyportionofthe LoansunderthisAgreementcausestheaggregatenotionalamountofalloutstandingtransactions under all Permitted Hedging Agreements to exceed 105% of the then outstanding aggregate principal amount of the Loans, the Borrower shall, concurrently with any such prepayment or such other reduction, as applicable, partially terminate on a pro rata basis across all Permitted Hedging Counterparties a portion of the outstanding transactions under such Permitted Hedging Agreements to the extent necessary so that the aggregate notional amount of all outstanding transactionsunderPermittedHedgingAgreementsaftergivingeffecttosuchpartialterminations is not less than 75% or more than 105% of the aggregate principal amount of the Loans then outstanding.

(f)Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in Section2.8shall in any manner or way constitute or be deemed to be a release of the obligations secured by, or impair the enforceability of, the Liens and security interests and possessory rights created by or arising from the Credit Documents or restrict the remedies available to anyLenderto realizeupontheCollateral or alter,modifyor releasein any manner any of the obligations of the Borrower under this Agreement or the other Credit Documents.

Section2.9.Default Rate.Notwithstanding anything to the contrarycontained herein, if any Event of Default has occurred and is continuing (including after acceleration)(i) the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on anyoverdueamountsfrom thedateofsuchEvent ofDefaultuntilsuchEvent ofDefault is no longer continuing at a rate per annum (the“Default Rate”) that is the sum of the interest rate from time to time in effect for any such Loan (including the Applicable Margin or in the case of other Obligations, the Base Rate), plus 2.0% and (ii) upon prior written notice by the

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Required Lenders, the Borrower shall pay all interest (after as well as before entry of judgment thereon to the extent permitted by law) on all outstanding Obligations (whether or not overdue) fromthedateofsuchnoticeuntilsuchEventofDefaultisnolongercontinuingataperannum rate equal to the Default Rate.Interest accruing at the Default Rate shall be paid as required pursuant to this Agreement or upon demand of the Administrative Agent.

Section 2.10.    Evidence of Indebtedness.

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

(b)TheAdministrativeAgentshallalsomaintainaccountsinwhichitwillrecord (i)theamountofeachLoanmadehereunderandthetypethereof,(ii)theamountofanyprincipal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of anysum received bythe AdministrativeAgent hereunder from the Borrower and each Lender’s share thereof.

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

(d)AnyLendermayrequestthatitsLoansbeevidencedbyapromissorynoteor notesinsubstantiallytheformsofExhibitC-1(referredtohereinasa“ConstructionLoan Note”),ExhibitC-2(referredtohereinasa“BridgeLoanNote”),ExhibitC-3(referredto hereinasa“UpsizeBridgeLoanNote”)orExhibitC-4(referredtohereinasan“LCNote”),as applicable.Insuchevent,theBorrowershallprepare,executeanddelivertosuchLendera ConstructionLoanNote,BridgeLoanNote,UpsizeBridgeLoanNoteorLCNote,asapplicable, payabletosuchLenderorregisteredassignsintheamountoftherelevantCommitment. Thereafter, the Loans evidenced by such Construction Loan Note or Construction Loan Notes, BridgeLoanNoteorBridgeLoanNotes,UpsizeBridgeLoanNoteorUpsizeBridgeLoanNotes orLCNoteorLCNotes,asapplicable,andinterestthereonshallatalltimes(includingafterany assignment pursuant to Section12.19) be represented by one or more Construction Loan Notes, Bridge Loan Notes, Upsize Bridge Loan Notes or LC Notes, as applicable, payable to the payee namedthereinorregisteredassigns,excepttotheextentthatanysuchLenderorassignee subsequentlyreturnsanysuchConstructionLoanNote,BridgeLoanNoteorLCNote,as applicable,forcancellationandrequeststhatsuchLoansonceagainbeevidencedasdescribedin subsections (a)and (b)above.

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Section2.11.Funding Indemnity.If any Lender shall incur any loss, cost or expense (including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of:

(a)anypayment, prepayment or conversionof aSOFR Loanon adateotherthanthe last day of its Interest Period;

(b)anyfailure (because of a failure to meet the conditions of Section6orotherwise) by the Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan, on the date specified in a notice given pursuant to Section2.7(a)hereof (including as a result of the revocation of any conditional notice of prepayment);

(c)anyfailurebytheBorrowertomakeanypaymentofprincipalonanySOFRLoan when due (whether by acceleration or otherwise); or

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

then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimbursesuch Lenderforsuchloss,costorexpense.IfanyLendermakessuch aclaimfor compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be prima facie evidence as to the amount thereof if reasonably determined.

Section2.12.TotalCommitments.

(a)Commitment Amounts.

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

(ii)Bridge Loan Commitment.The aggregate principal amount of all Bridge Loans made by the Lenders outstanding as of the Financial Closing Date shall notexceedone hundred seventy-three million, three hundred thirty-eight thousand, one hundredtwoDollars($173,338,102)(subjecttovoluntaryreductionpursuanttotheterms of this Agreement) (such amount, as so reduced from time to time, the “Total Bridge Loan Commitment”).

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(iii)Upsize Bridge Loan Commitment. The aggregate principal amount of all Upsize Bridge Loans made by the Lenders outstanding at any time shall not exceed one hundredseventy-sevenmillion,twohundredfifty-twothousand,sixhundred twenty-seven Dollars ($177,252,627) (subject to voluntary reduction pursuant to the terms of this Agreement) (such amount, as so reduced from time to time, the “Total Upsize Bridge Loan Commitment”).

(b)ReductionsandCancellationsofCommitments.

(i)TheAvailableConstructionLoanCommitmentshallbeautomaticallyand permanently reduced by the principal amount of each Construction Loan borrowed hereunder.

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

(iii)The Available Upsize Bridge Loan Commitment shall be automatically and permanentlyreduced bythe principal amount of each Upsize Bridge Loan borrowed hereunder.

(iv)The Borrower may, from time to time, upon two(2) Business Days’ written notice to the Administrative Agent (accompanied by a certification confirming the mattersset forthin Section2.12(b)(iii)(iv)(1)and (2)below),permanentlyreduce,by the amount of two hundred fifty thousand Dollars($250,000) or an integral multiple of one hundred thousand Dollars($100,000) in excess thereof or such other amount agreed to by the Administrative Agent, or cancel in its entirety, a Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or Total Bridge Loan Commitment; provided, however, that:

(1)The Borrower may not reduce or cancel all or any portion of a Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or Total Bridge Loan Commitment if, after giving effect to such reduction or cancellation, (x) the aggregate principal amount of all Loans then outstanding would exceed the Total ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentorTotalBridge Loan Commitment under which such Loans were made, or (y) such reduction or cancellation would, in the reasonable judgment of the Required Lenders, be expected to result in a breach of a Credit Document, a Tax Equity Document, a TC Structure Document, a Tax Credit Transfer Document or a Project Document; and

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

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(v)The Borrower shall payto the Administrative Agent all Commitment Fees then due in respect of any Total Construction Loan Commitment, Total Upsize Bridge LoanCommitmentorTotalBridgeLoanCommitmentuponanyreductionorcancellation of such Total Construction Loan Commitment, Total Upsize Bridge Loan Commitmentor Total Bridge Loan Commitment.From the effective date of any such reduction of a Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or Total Bridge Loan Commitment, the Commitment Fees with respect to the applicable Loan Commitment shall be computed on the basis of such Total Construction Loan Commitment,TotalUpsizeBridgeLoanCommitmentorTotalBridgeLoanCommitment as so reduced.Once reduced or canceled pursuant to Section2.12(b)(iv), a Total ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentorTotalBridge Loan Commitment may not be increased or reinstated.Any reductions pursuant to Section2.12(b)(iv)shall be applied ratably to each Lender’s respective Loan Commitments in accordance with Section 4.2.

(c)LetterofCreditCommitment, CommitmentTerminationand Reductions.

(i)Subject to the terms and conditions hereof, the LC Issuer agrees to issue Letters of Credit on behalf of the Borrower in accordance with Section 2.4(a)and each LCLenderseverallyagreestomakeLCLoanstotheBorrowerinrespectoftheLettersof Credit in accordance with Section 2.4(c).

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

(iii)LC Commitments.The Borrower may, at any time or from time to time, upon written notice to the Administrative Agent (accompanied by a certification confirming the matters set forth in the following provisos in this Section2.12(c)(iii)), without premium or penalty, terminate in whole, or reduce in part, the LC Commitment; provided,however,that(x)noterminationoftheLCCommitmentshallbecomeeffective unless and until (1)each Letter of Credit previously issued in respect of such LC CommitmentbeingterminatedshallhavebeenreturnedtotheLCIssuerforcancellation, (2)no Reimbursement Obligation in respect of such LC Commitment shall remain outstanding and (3)all LC Loans relating to such LC Commitment shall have been repaid,(y)anypartialreductiontotheLCCommitmentshallbeinaminimumamountof two hundred fifty thousand Dollars($250,000) or an integral multiple of one hundred thousand Dollars($100,000), and (z)no partial reduction to the LC Commitments shall become effective unless and until the sum of (1)the remaining aggregate stated amount oftheapplicableLetterofCreditoutstandingpursuanttosuchLCCommitment,plus (2)the principal amount of all LC Loans madeordeemedmadehereunderin connection with such LC Commitment, plus (3) the amount of any Reimbursement Obligations outstanding in respect of such LC Commitment is less than or equal to the requested reduced LC Commitment (which may be accomplished through the return of a Letter of Credit to the LC Issuer in exchange for a replacement Letter of Credit with a reduced stated amount).

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Section2.13.SubstitutionofLenders.Intheevent(a)anyLenderisaDefaultingLenderoris otherwise in default in any material respect with respect to its obligations under the Credit Documents,(b)anyLenderfailstoconsenttoanamendmentorwaiverrequestedunder Section12.20hereof at a time when the Required Lenders have approved such amendment or waiveror(c)anyLendermakes ademandforcompensation ofanyincreasedcost,anyreduction of the amount of any sum received or receivable by such Lender or any reduction in the rate of return on such Lender’s or any corporation controlling such Lender’s capital pursuant to Sections10.3(a)or 10.3(b)or the Borrower is required to pay any Indemnified Taxes or additional amounts to anyLender or anyGovernmental Authorityfor the account of anyLender pursuanttoSection12.1orSection12.3(anysuchLenderreferredtoinclauses(a),(b)or(c)above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under Applicable Law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owingtoithereunder,andtheotherCreditDocuments(includingits(oritsAffiliate’s)Permitted Hedging Agreements)) to a commercial bank or other financial institution specified by the Borrower; provided that (i)such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii)the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii)the Affected Lender shall have received all monies (together with, unless the Affected Lender is in default in any material respect with respect to its obligations hereunder, amounts due to such Affected Lender under Section2.11hereof as if the Loans owing to it were prepaid rather than assigned) including the principal and accrued interest and fees owed to it hereunder and (iv)the assignment is entered intoinaccordancewiththeotherrequirementsofSection12.19hereof(providedanyassignment fees and reimbursable expenses due thereunder shall be paid bythe Borrower).

Section 2.14.Defaulting Lenders.

(a)Adjustments.Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth inSection12.20.

(ii)Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9or otherwise), 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 that Defaulting Lender to the Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any LC Issuer hereunder; third, as the Borrower may request (so long as no

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Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required bythis Agreement, as determined by the Administrative Agent; fourth, if so determined by the Administrative AgentandtheBorrower,tobeheldinanon-interest-bearingdepositaccountandreleased pro rata to satisfy the future obligations of that Defaulting Lender to fund Loans under this Agreement; fifth, to the payment of any amounts owing to the Lenders or the LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any LenderorLCIssueragainstthatDefaultingLenderasaresultofthatDefaultingLender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under thisAgreement;andseventh,tothatDefaultingLenderorasotherwisedirectedbyacourt ofcompetentjurisdiction;providedthatif(A)suchpaymentisapaymentoftheprincipal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (B)such Loans were made at a time when the conditions set forth in Section 6were satisfied or waived, such payment shall be applied solely to pay the Loans of, and owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or owed to, that Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments.Anypayments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.14(a)(ii)shall bedeemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)(x)TheDefaultingLendershallnotbeentitledtoreceiveanycommitment fee pursuant to Section3.1(a)for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to payanysuch fee that otherwise would have been required to have been paid to that Defaulting Lender); (y)the Defaulting Lender shall be entitled to receive Letter of Credit Fees for anyperiod during which that Lender is a Defaulting Lender only to the extent allocable to its applicableProportionate Share of the stated amount of Letters of Credit for which it has provided cash collateral; and(z)withrespecttoanycommitmentfeeorLetterofCreditFeenotrequiredtobepaid to any Defaulting Lender pursuant to clause(x)or (y)above, the Borrower shall (A)pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Obligations that has beenreallocated to such non-DefaultingLenderbelowand(B)not berequired to pay the remaining amount of any such fee.

(b)Defaulting LC Lender Cure.If the Borrower, the Administrative Agent and the LC Issuer agree in writing in their sole discretion that a Defaulting Lender that is an LC Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditionssetforththerein(whichmayincludearrangementswithrespecttoanycashcollateral),

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that LC Lender will, to the extent applicable, purchase that portion of outstanding LC Loans of theotherLCLendersortakesuchotheractionsastheAdministrativeAgentmaydeterminetobe necessary to cause the LC Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the LC Lenders in accordance with their applicable Proportionate Shares, whereupon that LC Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that LC Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expresslyagreed bythe affected parties, no change hereunder from Defaulting Lender to LC Lender will constitute a waiver or release of any claim of any party hereunder arising from that LC Lender’s having been a Defaulting Lender.

(c)DefaultingConstructionLenderCure.IftheBorrower,theAdministrativeAgent and the Construction Lenders agree in writing in their sole discretion that a Defaulting Lender thatisaConstructionLendershouldnolongerbedeemedtobeaDefaultingLender,the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Construction Lender will, to the extent applicable, purchase that portion of outstanding Construction Loans of the other Construction LendersortakesuchotheractionsastheAdministrativeAgentmaydeterminetobenecessaryto cause the Construction Loans to be held on a pro rata basis by the Construction Lenders in accordance with their applicable Proportionate Shares, whereupon that Construction Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Construction Lender was a Defaulting Lender; and provided, further that except to the extent otherwise expresslyagreed bythe affected parties, no change hereunder from Defaulting Lender toLenderwillconstituteawaiverorreleaseofanyclaimofanypartyhereunderarisingfromthat Construction Lender’s having been a Defaulting Lender.

(d)Defaulting Bridge Lender Cure.If the Borrower, the Administrative Agent and the Bridge Lenders agree in writing in their sole discretion that a Defaulting Lender that is a Bridge Lendershould nolongerbedeemed to be a Defaulting Lender,the AdministrativeAgent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to anyconditions set forth therein (which mayinclude arrangements with respect to any cash collateral), that Bridge Lender will, to the extent applicable, purchase that portion of outstanding Bridge Loans of the other Bridge Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Bridge Loans to be held on a pro rata basis by the Bridge Lenders in accordance with their applicable Proportionate Shares, whereupon that Bridge Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalfofthe Borrower whilethat Bridge LenderwasaDefaultingLender;andprovided,further that except to the extentotherwiseexpresslyagreed bytheaffectedparties, nochangehereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Bridge Lender’s having been a Defaulting Lender.

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(e)Defaulting Upsize Bridge Lender Cure.If the Borrower, the Administrative Agent and the Upsize Bridge Lenders agree in writing in their sole discretion that a Defaulting Lender that is an Upsize Bridge Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Upsize Bridge Lender will, to the extent applicable, purchase that portion of outstandingUpsizeBridge Loans of the other UpsizeBridge LendersortakesuchotheractionsastheAdministrativeAgentmaydeterminetobenecessaryto cause the Upsize Bridge Loans to be held on a pro rata basis by the Upsize Bridge Lenders in accordance with their applicable Proportionate Shares, whereupon that Upsize Bridge Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively withrespecttofeesaccruedorpaymentsmadebyoronbehalfoftheBorrowerwhilethatUpsize BridgeLenderwasaDefaultingLender;andprovided,furtherthatexcepttotheextentotherwise expresslyagreed bythe affectedparties, no changehereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Upsize Bridge Lender’s having been a Defaulting Lender.

SECTION3.FEES.

Section 3.1.    Fees.

(a)CommitmentFee.

(i)On each Quarterly Date until the expiration of the Construction Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Financial Closing Date) and on the Construction Loan Maturity Date (and, if the ConstructionLoanCommitmentiscancelledinfullpriortosuchdate,onthedateofsuch cancellation), the Borrower shall payto the Administrative Agent, for the benefit of each Lender, for its own account in accordance with such Lender’s Construction Loan Commitment, accruing from the Financial Closing Date or the first day of such quarter, as the case may be, Construction Loan commitment fees (the“Construction Loan Commitment Fees”), for such quarter (or portion thereof during the Construction Loan Availability Period) then ending equal to the product of (A)one half of one percent (0.50%) times (B)the daily average Available Construction Loan Commitment for such quarter (or portion thereof during the Construction Loan Availability Period), including the first day but excluding the last day thereof, times (C) a fraction, the numerator of which is the number of days in such quarter (or portion thereof during the Construction Loan Availability Period), including the first day but excluding the last day thereof, and the denominator of which is three hundred sixty(360); provided that, if the Financial Closing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitment fees that otherwise would be due and payable on such Quarterly Date instead shall be due and payable on the immediately following Quarterly Date.

(ii)On each Quarterly Date until the expiration of the Bridge Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Financial Closing Date) and on the Bridge Loan Maturity Date (and, if the Bridge

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Loan Commitment is cancelled in full prior to such date, on the date of such cancellation), the Borrower shall payto the AdministrativeAgent, for thebenefit ofeach Lender,foritsownaccountinaccordancewithsuchLender’sBridgeLoanCommitment, accruingfrom theFinancial ClosingDate or thefirst dayofsuchquarter,as thecasemay be, Bridge Loan commitment fees (the“Bridge Loan Commitment Fees”), for such quarter (or portion thereof duringtheBridge Loan AvailabilityPeriod)then endingequal to the product of (A)one half of one percent (0.50%) times (B)the daily average Available Bridge Loan Commitment for such quarter (or portion thereof during the Bridge Loan Availability Period), including the first day but excluding the last day thereof, times (C)a fraction, the numerator of which is the number of days in such quarter(orportionthereofduringtheBridgeLoanAvailabilityPeriod),includingthefirst day but excluding the last day thereof, and the denominator of which is three hundred sixty(360); provided that, if the Financial Closing Date occurs on or within five(5) Business Days prior to a QuarterlyDate, such commitment fees that otherwise would be due and payable on such Quarterly Date instead shall be due and payable on the immediately following Quarterly Date.

(iii)On each Quarterly Date until the expiration of the Upsize Bridge Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Financial Closing Date) and on the Upsize Bridge Loan Maturity Date (and, if the Upsize Bridge Loan Commitment is cancelled in full prior to such date, on the date of such cancellation),the BorrowershallpaytotheAdministrativeAgent,forthebenefitof each Lender, for its own account in accordance with such Lender’s Upsize Bridge Loan Commitment, accruing from the Financial Closing Date or the first day of such quarter, as the case may be, Upsize Bridge Loan commitment fees (the“Upsize Bridge Loan Commitment Fees”), forsuchquarter(orportionthereofduringtheUpsizeBridgeLoan Availability Period) then ending equal to the product of (A)one half of one percent (0.50%)times(B)thedailyaverageAvailableUpsizeBridgeLoanCommitmentforsuch quarter (orportionthereofduringthe Upsize Bridge LoanAvailabilityPeriod),including the first day but excluding the last day thereof, times (C)a fraction, the numerator of which is thenumber ofdays in suchquarter (orportionthereofduringthe Upsize Bridge Loan Availability Period), including the first day but excluding the last day thereof, and the denominator of which is three hundred sixty(360); provided that, if the Financial Closing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitment fees that otherwise would be due and payable on such Quarterly Date instead shall be due and payable on the immediately following Quarterly Date.

(iv)OneachQuarterlyDatefollowingtheFinancialClosingDateuntilthelast day of the LC Availability Period (where all or any portion of such calendar quarter occurs on or after the Financial Closing Date) and on the last day of the LC Availability Period (and, if the LC Commitment is cancelled in full prior to such date, on the date of such cancellation), the Borrowershall paytoAdministrativeAgent,forthebenefit ofthe LC Issuer, for its own account in accordance with such LC Issuer’s pro rata share of the Available LC Commitment, accruing from the Financial Closing Date or the first day of such quarter, as the case may be, commitment fees (the“LC Commitment Fees”) for

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such quarter (or portion thereof) then ending equal to the product of (A)one half of one percent (0.50%) times (B)the dailyaverage Available LC Commitment of the LC Issuer for such quarter (or portion thereof), including the first day but excluding the last day thereof, times (C)a fraction, the numerator of which is the number of days in such quarter(orportionthereof), includingthefirst daybut excludingthelast daythereof, and the denominator of which is three hundred sixty(360); provided that, if the Financial Closing Date occurs on or within five(5) Business Days prior to a Quarterly Date, such commitment fees that otherwise would be due and payable on such Quarterly Date instead shall be due and payable on the immediately following Quarterly Date.

(b)The Borrower shall pay to the Administrative Agent, for the account of the LC Issuer, a letter of credit fee (computed, notwithstanding any provision to the contrary in this Agreement (including the use of the term “per annum”), on the basis of a year of three hundred sixty(360)daysandtheactualnumberofdayselapsed)foreachdayatarateperannumequalto (x) the Applicable Margin for SOFR Loans times (y) the average stated amount of each applicable Letter of Credit issued bysuch LC Issuer and outstanding as of such day(the “Letter of Credit Fee”).Accrued Letter of Credit Fees shall be due and payable in arrears on each QuarterlyDateandontheMaturityDate.Inaddition,theBorrowershallpaytotheLCIssuerfor its own account the applicable LC Issuer’s standard issuance, drawing, negotiation, amendment, assignment, and other administrative fees for each Letter of Credit as reasonably established by such LC Issuer from time to time.For the avoidance of doubt, with respect to any Letter of Credit, no Letter of Credit Fee will accrue to the extent that such Letter of Credit has been cash collateralizedinaccordancewiththeproceduressetforthinSection9.2(h)orothercreditsupport reasonably acceptable to the Administrative Agent and any applicable LC Issuer has been provided. Letter of Credit Fees.

(c)Upfront Fee.On the Financial Closing Date, the Borrower shall pay to each LenderandtheLC Issuersuchupfrontfeesandotherfeesasmayfromtimetotimebeagreedin writing between the Borrower andsuch Lenderorsuch LC Issuer (includingpursuant tothe Fee Letters).

SECTION4.PLACEANDAPPLICATIONOFPAYMENTS.

Section 4.1.Placeand Application of Payments.Except withrespect to payments underthe Permitted Hedging Agreements, all payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Credit Documents, shall be made by the Borrower to theAdministrative Agent by no later than 2:00 p.m. (New York time) on the due date thereof at the office of the Administrative Agent specified in Section 12.15(or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s).Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day.All such payments shall be made in Same Day Funds at the place of payment, in each case without set-off or counterclaim.The Administrative Agent will promptly thereafter cause to be distributed such funds ratably to the Lenders to be applied in accordance with the terms of this Agreement.If the Administrative Agent causes amounts to be

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distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender, together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to: (i)from the date the distribution was made to the date two(2) Business Days after payment by such Lender is due hereunder,theFederalFundsRateforeachsuchdayand(ii)fromthedatetwo(2)BusinessDays after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.

NotwithstandingSections5.03or5.05(asapplicable)oftheSecurityAgreementtothecontrary, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the maturityof the Obligations or termination of the Commitments as a result of an Event of Default shall be applied in accordance with Section 9.3.

Section4.2.Pro Rata Treatment.Except to the extent otherwise provided herein: (i)each Borrowing shall be made from the relevant Lenders, each payment of a commitment fee under Section3inrespectofCommitmentsshallbemadeforaccountoftherelevantLenders,andeach termination or reduction of the amount of the Commitments under Section 2.14shall be applied to the respective Commitments of the relevant Lenders, pro rata according to the amounts of theirrespectiveCommitments;(ii)eachBorrowingshallbeallocatedprorataamongtherelevant Lenders according to the amounts of their respective Commitments (in thecaseof the makingof Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversionsandcontinuationsofLoans);(iii)eachpaymentorprepaymentofprincipalofLoans and each payment of HedgingTermination Values bytheBorrower shall be made for account of therelevant Lenders and therelevant PermittedHedgingCounterparties,respectively,proratain accordance with the respective unpaid principal amounts of the Loans held bysuch Lenders and the unpaid Hedging Termination Values then due and payable to such Permitted Hedging Counterparties; and (iv)each payment of interest on Loans and each payment of Hedging Settlement Values by the Borrower shall be made for account of the relevant Lenders and the relevant Permitted Hedging Counterparties, respectively, pro rata in accordance with the respectiveunpaidamountsofinterestontheLoansheldbysuchLendersandtheunpaidHedging Settlement Values then due and payable to such Permitted Hedging Counterparties.

SECTION5.REPRESENTATIONSANDWARRANTIES.

The Borrower makes the following representations and warranties to the Administrative Agent, the Collateral Agent, the Lenders and the LC Issuing Banks as of the Financial Closing Date and as of thedateof eachotherCredit Event (exceptthat anyrepresentation or warrantyin this Section5.which relates expresslyto an earlierdate, bydirect referenceorbyreferenceto a document dated a certain date, shall be made only as of such date), all of which representations and warranties shall survive the Financial Closing Date and the making of the Borrowings:

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Section5.1.Organization,Powers.