EX-10.23

Exhibit 10.23

RELEASE,JOINDER,CONSENTANDFIFTHAMENDMENTTOCREDITAGREEMENT

ThisRELEASE,JOINDER,CONSENTANDFIFTHAMENDMENTTOCREDIT AGREEMENT (the “Amendment”), dated as of July 9, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together withitssuccessors,designeesandassignsinsuchcapacity,“AdministrativeAgent”),Natixis,New York Branch, in its capacity as the collateral agent for the Secured Parties (together with its successors, designees and assigns in such capacity, “Collateral Agent”), U.S. Bank National Association, a national banking association, as the securities intermediary (in such capacity, the “Depositary”), Natixis, New York Branch, in its capacity as the LC issuer (together with its successors,designeesandassignsinsuchcapacity,“LCIssuer”),MN8DevCo3LLC,aDelaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liabilitycompany(“MN8Bleeker”),MN8Bleeker2LLC,aDelawarelimitedliabilitycompany (“MN8Bleeker2”),MN8Bleeker2HoldCoLLC,aDelawarelimitedliabilitycompany(“MN8 Bleeker 2 HoldCo”), MN8 FMG Class B LLC, a Delaware limited liability company (“MN8 FMG Class B Member”, together with MN8 Bleeker 2, the “New Opco Borrowers”), American Beech Solar LLC, a North Carolina limited liability company (“American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited liability company (“AmericanBeechTEPartnership”),BluebirdSolarLLC,aKentuckylimitedliabilitycompany (“Bluebird Project Company”), Prairie Solar 1, LLC, a Delaware limited liability company (“PrairieProjectCompany”),MN8FMGLLC,aDelawarelimitedliabilitycompany(“Bluebird TE Partnership”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Bluebird Solar Investments”), Prairie Solar Holdings LLC, a Delaware limited liability company (“Prairie Solar Holdings”, together with DevCo Borrower, MN8 Bleeker, American Beech Project Company, American Beech TE Partnership, Bluebird Project Company, Prairie ProjectCompany,BluebirdTEPartnership,BluebirdSolarInvestments,MN8Bleeker2HoldCo, and the New Opco Borrowers, the “Borrower Entities” and each, a “Borrower Entity”), MN8 Energy LLC, a Delaware limited liability company (“Sponsor”) and the Lenders party hereto. Capitalizedterms usedbut nototherwise defined herein shallhave themeanings ascribedto such terms in the Credit Agreement (as defined below).

RECITALS

A.    WHEREAS, MN8 Bleeker and the Devco Borrower have entered into that certain Credit Agreement, dated as of December 31, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of May 6, 2025, that certain Second Amendment to Credit Agreement,datedJune12,2025,thatcertainConsentandOmnibusAmendment,datedasofJune 13, 2025, and that certain Consent and Amendment, dated as of June 23, 2025 (the “Existing CreditAgreement”),withthefinancialinstitutionsfromtimetotimepartytheretoaslenders(the “Lenders”)andasissuersoflettersofcredit,AdministrativeAgent,CollateralAgent,andtheother agents and persons from time to time party thereto.

B.    WHEREAS,MN8Bleeker,theDevcoBorrower,MN8FMGClassBMember,the American Beech Project Company, the Bluebird Project Company, the Prairie Project Company,

BluebirdTEPartnership,PrairieSolarHoldings,andBluebirdSolarInvestmentshaveenteredinto thatcertainGuaranty,PledgeandSecurityAgreement,datedasofDecember31,2024,asamended by that certain Consent and Omnibus Amendment, dated as of June 13, 2025 (the “Existing Security Agreement”), with the Collateral Agent and the other persons from time to time party thereto.

C.    WHEREAS, certain Borrower Entities have entered into that certain Depositary Agreement, dated as of January 22, 2025, as amended by that certain Consent and Omnibus Amendment,datedasofJune13,2025(the“ExistingDepositaryAgreement”),withtheCollateral Agent, the Administrative Agent and the Depositary.

D.    WHEREAS, MN8 Portfolio IV LLC, a Delaware limited liability company (“ExistingOpcoPledgor”),hasenteredintothatcertainPledgeAgreement,datedasofDecember 31, 2024 (the “Existing Opco Pledge Agreement”), with the Collateral Agent.

E.    WHEREAS, MN8 Bleeker 2 HoldCo owns all of the Equity Interests in MN8 Bleeker 2.

F.    WHEREAS, in connection with a private placement of debt securities by certain AffiliatesoftheBorrowers,theBorrowerEntitiesintendthat(i)theExistingCreditAgreementbe amended to remove MN8 Bleeker as a Borrower thereunder and add each of MN8 FMG Class B Member and MN8 Bleeker 2 as a Borrower thereunder, (ii) the Existing Security Agreement be amendedandrestatedinitsentiretyto,amongotherthings,reflecttheremovalofMN8Bleekeras a “Grantor” thereunder and the addition of MN8 Bleeker 2 as a “Grantor” thereunder, (iii) the Existing Depositary Agreement be amended and restated in its entirety, (iv) the Existing Opco Pledge Agreement be terminated and the lien granted by Existing Opco Pledgor thereunder be released (the “Existing Opco Pledgor Release”), (v) MN8 Bleeker enter into a new pledge agreement on substantially the same terms as the Existing Opco Pledge Agreement, pursuant to which MN8 Bleeker pledges to the Collateral Agent for the benefit of the Secured Parties 100% oftheequityinterestsheldbyMN8BleekerinMN8FMGClassBMember,and(vi)MN8Bleeker 2HoldCoenterintoanewpledgeagreementonsubstantiallythesametermsastheExistingOpco PledgeAgreement,pursuanttowhichMN8Bleeker2HoldCopledgestotheCollateralAgentfor thebenefitof theSecured Parties 100% ofthe equity interests heldby MN8 Bleeker 2 HoldCoin MN8 Bleeker 2 (clauses (i) through (vi) collectively, the “Reorganization”).

G.    WHEREAS, concurrently with the execution of this Amendment, (i) the Devco Borrower,theNewOpcoBorrowers,theAmericanBeechProjectCompany,AmericanBeechTE Partnership, the Bluebird Project Company, the Prairie Project Company, Bluebird Solar Investments,BluebirdTEPartnership,PrairieSolarHoldingsandtheCollateralAgentareentering intothatcertainAmendedandRestatedGuaranty,PledgeandSecurityAgreementinsubstantially theformattachedasExhibitBhereto(the“A&RSecurityAgreement”),(ii)theDevcoBorrower, the New Opco Borrowers, the American Beech Project Company, American Beech TE Partnership, the Prairie Project Company, Prairie Solar Holdings, the Bluebird Project Company, Bluebird TE Partnership, the Administrative Agent, the Collateral Agent and the Depositary are entering into that certain Amended and Restated Depositary Agreement in substantially the form attached as Exhibit Chereto (the “A&R Depositary Agreement”), (iii) MN8 Bleeker and the

CollateralAgentareenteringintoaPledgeAgreementinsubstantiallytheformattachedasExhibitDhereto(the“Opco1PledgeAgreement”),and(iv)MN8Bleeker2HoldCoandtheCollateral AgentareenteringintoaPledgeAgreementinsubstantiallytheformattachedasExhibitEhereto (the “Opco 2 Pledge Agreement”).

H.    WHEREAS, pursuant to Section 12.20(a) of the Credit Agreement, (a) any amendment to the Credit Documents requires such amendment to be signed by (i) Borrower, (ii) the Required Lenders, and (iii) if the rights and duties of any Agent, the Depositary or any LC Issuer are affected thereby, such Agent, the Depositary or such LC Issuer and (b) no waiver, amendment, or modification of any provision of the Credit Agreement or any Credit Document that adversely affects the rights, interests or duties of Administrative Agent, Collateral Agent, Depositaryor anLC Issuershallbe effectivewithout thewrittenconsent ofsuch affected Person.

I.    WHEREAS, pursuant to Section 12.20(a)(ii) of the Credit Agreement, Borrowers shall not release or substitute all or substantially all of the Collateral, release or substitute any guarantiesunderanyoftheSecuredDocuments,orallowthereleaseoffundsfromanyBorrower AccountforpurposesofmakingaRestrictedPayment,ineachcaseotherthaninaccordancewith the terms of the Credit Agreement or the applicable Credit Documents, without consent of each Lender.

J.    WHEREAS, pursuant to Section 12.20 of the Existing Credit Agreement, the consent of all Lenders and the LC Issuer is required to effect the Reorganization and the related amendments to and termination of certain Credit Documents.

K.    WHEREAS, the Borrowers request that the Lenders the LC Issuer, the AdministrativeAgentandtheCollateralAgentconsentandagreeto(i)theReorganization,(ii)the Existing Opco Pledgor Release, (iii) the amendment of the Credit Agreement, (iv) the execution oftheA&RSecurityAgreement,theA&RDepositaryAgreement,Opco1PledgeAgreementand Opco2PledgeAgreementand(v)theterminationoftheExistingOpcoPledgeAgreement,ineach case as set forth below.

L.    WHEREAS, the undersigned Lenders constituting all Lenders and the LC Issuer desire to consent and agree to (i) the Reorganization, (ii) the Existing Opco Pledgor Release, (iii) amendment of the Credit Agreement, (iv) execution of the A&R Security Agreement, the A&R Depositary Agreement, Opco 1 Pledge Agreement and Opco 2 Pledge Agreement, (v) the termination of the Existing Opco Pledge Agreement, in each case 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:

1.    Consent and Agreement.Effective as of the Amendment Effective Date, the undersignedLenders(constitutingallLenders)andtheLCIssuerconsentto(i)theReorganization, (ii) the Existing Opco Pledgor Release, (iii) the amendment of the Credit Agreement, (iv) the execution of the A&R Security Agreement, the A&R Depositary Agreement, Opco 1 Pledge

Agreement and Opco 2 Pledge Agreement and (v) the termination of the Existing Opco Pledge Agreement.

2.    Releases.

(a)    Administrative Agent, Collateral Agent, the LC Issuer and the Lenders (constituting all Lenders) hereby release MN8 Bleeker from its obligations as a Borrower under the Existing Credit Agreement and the other Credit Documents.

(b)    Collateral Agent (acting at the direction of the Secured Parties) hereby releases its Lien on the Collateral of MN8 Bleeker under the Existing Security Agreement and releases MN8 Bleeker from any and all of its obligations under the Existing Security Agreement. Collateral Agent (acting at the direction of the Secured Parties) hereby further agrees that the obligations of MN8 Bleeker under the Existing Security Agreement are hereby terminated in full with no further action required by any party. In furtherance thereof, Collateral Agent hereby authorizes the filing by MN8 Bleeker or any designee thereof of any UCC termination statement orotherfilingsnecessarytoterminateorrelease,asofrecord,anysecurityinterestsandallnotices of security interests and liens previously filed with respect to MN8 Bleeker under the Credit Documents.

(c)    Collateral Agent (acting at the direction of the Secured Parties) hereby releasesitsLienontheCollateralundertheExistingOpcoPledgeAgreementandreleasesExisting Opco Pledgor from any and all of its obligations under the Existing Opco Pledge Agreement. Collateral Agent and the Existing Opco Pledgor hereby further agrees that the Existing Opco Pledge Agreement (and all pledges, security interests and liens granted thereunder) is hereby terminated in full with no further action required by any party. In furtherance thereof, Collateral AgentherebyauthorizesthefilingbyExistingOpcoPledgororanydesigneethereofofanyUCC termination statement including the UCC-3 termination statement attached hereto as Exhibit Fhereto,orotherfilingsnecessarytoterminateorrelease,asofrecord,anysecurityinterestsandall noticesofsecurityinterestsandlienspreviouslyfiledwithrespecttoExistingOpcoPledgorunder the Credit Documents.

3.    Joinder and Amendment.Effective as of the Amendment Effective Date, the Borrower Entities, the Administrative Agent, the Collateral Agent and the undersigned Lenders constituting all Lenders hereby agree as follows:

(a)    EachofMN8FMGClassBMemberandMN8Bleeker2herebyjoinsand accedes to the Existing Credit Agreement as a Borrower thereunder.

(b)    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)assetforthinthepagesoftheCreditAgreementattachedasExhibitAhereto(the ExistingCreditAgreement,assoamendedandasmaybefurtheramended,amendedandrestated, modified or supplemented from time to time, the “Credit Agreement”).

4.    Representations and Warranties (Borrower Entity).Each Borrower Entity hereby represents and warrants 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 Agreement is true and correct in all material respects 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 warrantiesarequalifiedbymateriality,suchrepresentationsandwarrantiesaretrueandcorrectin all respects on and 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 respects on or as of such earlier date).

(c)    Each Borrower Entity party hereto is duly organized and validly existing, has all requisite corporate, limited liability company or partnership (as applicable) power and authority to execute, deliver and perform this Amendment, the A&R Security Agreement, the A&RDepositaryAgreement,theOpco1PledgeAgreementandtheOpco2PledgeAgreementto whichsuchBorrowerEntityispartythereto.EachBorrowerEntitypartyheretoisqualifiedtodo business in, and is in good standing in, every jurisdiction where such qualification is required exceptwherethefailuretodoso,individuallyorintheaggregate,couldnotreasonablybeexpected to result in a Material Adverse Effect.

(d)    This Amendment, the A&R Security Agreement, the A&R Depositary Agreement, the Opco 1 Pledge Agreement and the Opco 2 Pledge Agreement (a)has been duly authorized, executed and delivered by each Borrower Entity party hereto; and (b)when executed and delivered by each Borrower Entity party hereto and each of the other parties thereto will be thelegal,validandbindingobligationofsuchBorrowerEntity,enforceableagainstsuchBorrower 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 party heretoofeachofthisAmendment,theA&RSecurityAgreement,theA&RDepositaryAgreement, theOpco1PledgeAgreementandtheOpco2PledgeAgreementdonotand,totheKnowledgeof 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 suchBorrowerEntityor(d)exceptfortheLienscreatedpursuanttotheCreditDocuments,result in the creation or imposition of any Lien on any asset of such Borrower Entity.

5.    RepresentationsandWarranties(Sponsor).TheSponsorherebyrepresentsand warrants that:

(a)    It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)    Ithasfullpowerandauthoritytoconductitsbusinessasnowconductedand as proposed to be conducted by it and to execute, deliver and perform its obligations under this Amendment.

(c)    Allnecessaryactiononitspartrequiredtoauthorizetheexecution,delivery and performance of this Amendment has been duly and effectively taken.

(d)    This Amendment has been duly authorized, executed and delivered by it andconstitutesitslegal,validandbindingobligation,enforceableagainstitinaccordancewiththe termsthereof,exceptassuchenforceabilitymaybelimitedbyapplicablebankruptcy,insolvency, reorganization,moratoriumorsimilarlawsaffectingtherightsofcreditorsgenerallyandissubject to general principles of equity (regardless of whether enforceability is considered in equity or at law), except to the extent such relief has been lawfully waived pursuant to the terms of this Amendment.

(e)    None of the execution, delivery or performance by it of this Amendment violates or constitutes a default or requires consent (except for such consents that have been obtained) by any other Person under its organizational documents, any material law applicable to such Person or the Project, or any other material contractual obligation to which it is a party.

(f)    No material consent or authorization of, filing with, or other act by or in respectof,anyarbitratororGovernmentalAuthorityisrequiredtobeobtainedbyitinconnection withtheexecution,delivery,performance,validityorenforceabilityofthisAmendment,otherthan those consents, authorizations and filings which have been obtained and which are in full force and effect or those acts which have been done.

6.    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 Amendment from each of the Borrower Entities, the Sponsor, all Lenders, the Administrative Agent and the Collateral Agent (which may include a copy transmitted by facsimile or PDF or other electronic method).

(b)    EachoftheA&RSecurityAgreement,theA&RDepositaryAgreement,the Opco 1 Pledge Agreement and the Opco 2 Pledge Agreement shall have been executed and delivered to the Administrative Agent by the parties thereto.

(c)    Delivery to the Administrative Agent of an officer’s certificate from each Borrower Entity, dated as of the Amendment Effective Date, certifying as to (i) the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of this Amendment and each Credit Document to which such entity is a party,(ii)eachentity’scertificateofgoodstandinginitsstateofincorporationorformation,dated as of a recent date, (iii) each entity’s certificate of formation and operating agreement as then in effect and (iv) a certificate of another responsible officer as to the incumbency and specimen signatureofthenaturalpersonsauthorizedtoexecuteanddeliverthisAmendmentandeachCredit Document to which such entity is a party.

(d)    Delivery to the Administrative Agent of opinions, in form and substance reasonablysatisfactorytotheAdministrativeAgentandallLendersanddatedasofthe AmendmentEffectiveDate,ofSkadden,Arps,SlateMeagher&FlomLLP,asspecialNewYork counsel to the Borrower Entities and the Sponsor.

(e)    All Liens contemplated by the A&R Security Agreement, the A&R Depositary Agreement, Opco 1 Pledge Agreement and Opco 2 Pledge Agreement to be created and perfected by filing or recording in favor of Collateral Agent pursuant to the A&R Security Agreement,theDepositaryAgreement,Opco1PledgeAgreementandOpco2PledgeAgreement shallhavebeenperfected,recorded(ordeemedrecorded)and/orfiled(orcustomaryarrangements forsuchrecordationand/orfilingpromptlyaftertheFinancialClosingDateshallhavebeenmade) in the appropriate jurisdictions, shall be in full force and effect and shall constitute valid and enforceable first-priority Liens (subject to Permitted Liens).Administrative Agent shall have received evidence that the UCC financing statements to be filed as of the Amendment Effective Date necessary to effect the foregoing have been duly filed and recorded (or will be filed and recorded on or around the Amendment Effective Date), as applicable, in respect of the Collateral underA&RSecurityAgreement,theA&RDepositaryAgreement,Opco1PledgeAgreementand Opco 2 Pledge Agreement and otherwise as required under A&R Security Agreement, the A&R Depositary Agreement, Opco 1 Pledge Agreement andOpco 2 Pledge Agreement.

(f)    DeliverytotheAdministrativeAgentofaFormUCC-11report(orsimilar report) dated no earlier than ten (10) Business Days prior to the Amendment Effective Date for eachjurisdictioninwhichtheUCC-1financingstatementsandUCC-3financingstatementsareto be filed in respect of the New Opco Borrowers, MN8 Bleeker and MN8 Bleeker 2 HoldCo in connection with the A&R Security Agreement, the A&R Depositary Agreement, Opco 1 Pledge AgreementandOpco2PledgeAgreementshowingthat,uponduefilingorrecordation(assuming such filing or recordation occurred on the date of such respective reports), the security interests created under the A&R Security Agreement, the A&R Depositary Agreement, Opco 1 Pledge Agreement and Opco 2 Pledge Agreement will be prior to all other financing statements, fixture filings,mortgages,deedsoftrustorothersecuritydocumentsofrecordinrespectoftheCollateral (subjectonlytoPermittedLiensthat,pursuanttoApplicableLaw,areentitledtoahigherpriority thantheLiensgrantedbytheA&RSecurityAgreement,theA&RDepositaryAgreement,Opco1 Pledge Agreement and Opco 2 Pledge Agreement).

(g)    Delivery to the Collateral Agent (or its counsel) of the original physical membership interest certificate (together with transfer powers) representing all issued and outstanding membership interests in MN8 Bleeker 2 held by MN8 Bleeker 2 HoldCo.

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

(i)    TherepresentationsandwarrantiessetforthinSections4and5aretrueand correct in all material respects as of the Amendment Effective Date; provided that, to the extent thatanysuchrepresentationsandwarrantiesarequalifiedbymateriality,suchrepresentationsand warranties are true and correct in all respects on and as of the Amendment Effective Date.

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

7.    Reaffirmation of Security. Each Borrower Entity and Sponsor hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the termsofsuchCreditDocumentsshallbevalidandenforceableandshallnotbeimpairedorlimited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby and (b) confirms the security interests in the Collateral granted by it pursuant to the applicable Security Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

8.    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 amended by this Amendment.

9.    Post-AmendmentEffectiveDateCovenant(NewSubsidiaries).Withinfifteen(15) BusinessDaysfollowingtheAmendmentEffectiveDate,OpcoBorrower2shall(a)causeeachof American Beech Class B LLC, a Delaware limited liability company (“American Beech Class B Member”) and Prairie Class B LLC, a Delaware limited liability company (“Prairie Class B Member”,andtogetherwithAmericanBeechClassBMemberthe“NewSubsidiaries”,andeach a“NewSubsidiary”)tobecomepartytotheA&RSecurityAgreement,pursuanttodocumentation in form and substance reasonably satisfactory to the Administrative Agent (such documentation, collectively, the “Joinder Documents” and the A&R Security Agreement, as amended or supplemented by the Joinder Documents, the “Amended Security Agreement”) and (b) cause the following conditions to be satisfied:

(a)    DeliverytotheAdministrativeAgentofanexecutedcopyofeachJoinder Document.

(b)    DeliverytotheCollateralAgent(oritscounsel)oftheoriginalphysical membership interest certificate (together with transfer powers) representing all issued and outstanding membership interests in (i) each New Subsidiary and (ii) American Beech TE Partnership.

(c)    Delivery to the Administrative Agent of an opinion, in form and substance reasonablysatisfactorytotheAdministrativeAgentandallLendersanddatedasofthedateofthe JoinderDocuments(“JoinderDate”),ofNewYorkcounseltotheNewSubsidiariesandHoldCo (American Beech).

(d)    Delivery to the Administrative Agent of an officer’s certificate from each New Subsidiary, dated as of the Joinder Date, certifying as to (i) the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of the Joinder Documents, (ii) each entity’s certificate of good standing in its state of incorporationorformation,datedasofarecentdate,(iii)eachentity’scertificateofformationand operating agreement as then in effect and (iv) a certificate of another responsible officer as to the incumbency and specimen signature of the natural persons authorized to execute and deliver the Joinder Documents.

(e)    AllLiens contemplatedby theAmendedSecurityAgreementtobecreated andperfectedbyfilingorrecordinginfavorofCollateralAgentpursuanttotheAmendedSecurity Agreement shall have been perfected, recorded (or deemed recorded) and/or filed (or customary arrangements for such recordation and/or filing promptly after the Joinder Date shall have been made) in the appropriate jurisdictions, shall be in full force and effect and shall constitute valid andenforceablefirst-priorityLiens(subjecttoPermittedLiens).AdministrativeAgentshallhave received evidence that the UCC financing statements to be filed as of the Joinder Date necessary toeffecttheforegoinghavebeendulyfiledandrecorded(orwillbefiledandrecordedonoraround the Joinder Date), as applicable, in respect of the Collateral under Amended Security Agreement and otherwise as required under Amended Security Agreement.

(f)    Delivery to the Administrative Agent of results of a search for bankruptcy and litigation proceedings with respect to each New Subsidiary and Form UCC-11 report (or similar report) dated no earlier than ten (10) Business Days prior to the Joinder Date for each jurisdiction in which the UCC-1 financing statements are to be filed in respect of the New Subsidiaries in connection with the Amended Security Agreement showing that, upon due filing orrecordation(assumingsuchfilingorrecordationoccurredonthedateofsuchrespectivereports), the security interests created under Amended Security Agreement will be prior to all other financing statements, fixture filings, mortgages, deeds of trust or other security documents of record in respect of the Collateral (subject only to Permitted Liens that, pursuant to Applicable Law, are entitled to a higher priority than the Liens granted by Amended Security Agreement).

10.    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.

11.    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.

12.    Headings.AllheadingsinthisAmendmentareincludedonlyforconvenienceand easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.

13.    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.

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

15.    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,“SignatureLaw”);(ii)anoriginalmanualsignature;or(iii)afaxed,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.

16.    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.

17.    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.

18.    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, execute this Amendment, the A&R Security Agreement, the A&R Depositary Agreement, the Opco1PledgeAgreementandtheOpco2PledgeAgreement.TheCollateralAgentshallhaveall of the rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

[SIGNATUREPAGESTOFOLLOW]

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

SIGNATURE PAGE TO RELEASE, JOINDER CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER, CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO RELEASE, JOINDER CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT

EXHIBIT A

AmendedCreditAgreement

CREDITAGREEMENT

(Conformed through: (i) First Amendment to Credit Agreement, dated May 6, 2025, (ii)Second Amendment to Credit Agreement, dated June 12, 2025, (iii) Consent and OmnibusAmendment,datedJune13,2025,(iv)ConsentandAmendment,datedasofJune23,2025,and (v) Release, Joinder, Consent and Fifth Amendment to Credit Agreement, dated July9, 2025)

DATEDASOFDecember31,2024

AMONG

MN8DEVCO3LLC

asDevcoBorrower,

MN8FMGCLASSBLLC,

asOpcoBorrower1

MN8BLEEKER2LLC

asOpcoBorrower2,

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

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CREDITAGREEMENT

This Credit Agreement (this“Agreement”) is entered into as of December 31, 2024, by and among (i)MN8 DEVCO 3 LLC, a Delaware limited liability company (the “Devco Borrower”), (ii) MN8 BLEEKERFMG CLASS BLLC, a Delaware limited liabilitycompany (the“Opco Borrower1”), (iii) MN8 BLEEKER 2 LLC, a Delaware limited liabilitycompany ( “Opco Borrower 2”), (iv)NATIXIS, NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent appointed pursuant to Section11in such capacity, the“Administrative Agent”), (ivv) NATIXIS, NEW YORK BRANCH, as collateral agentfortheSecuredParties(insuchcapacity, togetherwithitssuccessorsandpermittedassignsinsuchcapacity,the“CollateralAgent”)and (vvi)THELCISSUERSANDLENDERSFROMTIMETOTIMEPARTYHERETO.All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 1.1hereof.

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 following terms when used herein shall have the 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 Construction Agreement, dated as of September 24, 2024, by and between American Beech 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 ProjectModuleSupplyAgreement,datedasofMay16,2024,byandbetweenAmericanBeech

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

“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.

“American Beech TE Partnership” means American Beech Solar Holdings LLC, aDelaware limited liability company, which following the HoldCo Effective Datein connectionwith the American Beech Project, will own one hundred percent (100%) of the Equity Interestsin the American Beech Project Company.

“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

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amended by that certain Change Order No. 1, dated February28, 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 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).

“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:

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“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 renewableenergycreditstherefrom,ineachcase,inaccordancewithallApplicableLawsand/or (b)listed on Schedule5.12; providedthat, as of thedate of eachCredit Event after the Financial Closing Date, the Borrower shall supplement Schedule5.12with any additional Applicable Permits that previously were not, but as of the date of such Credit Event are, required to be disclosed pursuant to clause (a)above.

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

“ApprovedFund”meansanyFundthatisadministeredormanagedby(a)aLender, (b)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 Documents,orsuchotherofficerorrepresentative(orindividualholdingadesignatedauthorized office) specifically authorized by such Person’s managing member, board of directors, management committee or equivalent governing body.

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“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.

“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.

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“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.

“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

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such   Benchmark   Replacement   has   replaced   such   prior   benchmark   rate   pursuant   to 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 Replacement Adjustment) would be less than the Floor, such Benchmark Replacement (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 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).

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“Benchmark Replacement Date” means the earliest to occur of the following eventswith 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 (or such component thereof) have been determined and announced by the regulatory supervisor for the administratorofsuchBenchmark(orsuchcomponentthereof)tobenon-representative;provided that such non-representativeness will be determined by reference to the most recent statement or 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);

(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

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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 and Purchase Agreement, dated as of the Omnibus Amendment Effective Date, by and between Holdco (Bluebird) TE Partnershipand Devco Borrower.

“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 CompanyandDEPCOMPower,Inc.,asamendedbythatcertainAmendmentNo.1to

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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, that certain Change Order No. 31, dated as of November 20, 2024, as supplemented by 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 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.

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“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.

“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.

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

“Bluebird TE Partnership” means MN8 FMG LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Opco Borrower 1, which following theHoldCo Effective Date in connection with the Bluebird Project will own one hundred percent(100%) of the Equity Interests in the Bluebird Project Company.

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

“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).

“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).

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“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” (ortheequivalentthereof)orbetterbyS&Pand“A2”(ortheequivalentthereof)orbetterby Moody’s, having average maturities of not more than twenty-four(24) months from the date of acquisitionthereof; providedthatthefullfaithandcreditofsuchcountryorsuchmembernation of the European Union is pledged in support thereof;

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(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 insured by the government or any agency or instrumentality of (i) the United States, (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 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.

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“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

(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);

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(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.

“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 TransferArrangement,ato-be-formedentitythatwillbeeitheranaffiliateoftheSponsor,an

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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.

“Class B Member (American Beech)” means either (a) a to-be-formed directwholly-owned Subsidiary of a BorrowerAmerican Beech Class B LLC, a Delaware limitedliability company, which following the SC FundingHoldCo EffectiveDate in connection with the American Beech Project, owns one hundred percent (100%) of the “ClassB” membership interestsinHoldCo(AmericanBeech)TEPartnershipor(b)theClassBMember(Bluebird)or Class B Member (Prairie).

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

“Class B Member (Prairie)” means either (a) a to-be-formed direct wholly-ownedSubsidiary 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)theClassBMember(AmericanBeech)orClassBMember(Bluebird).

“Class B Members” means the Class B Member (American Beech), the Class BMember (Bluebird)Opco Borrower 1andtheClass BMember (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.

“Code”meanstheInternalRevenueCodeof1986,asamended.

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“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 TC Structure Documents, as applicable, “substantial completion” and the “placed inservicedate”(orsuchsimilardefinedtermsasareusedintherelevantECCA,TaxCreditSale Agreement or other applicable Tax Equity Document or Tax Credit Transfer Document (other than, for the avoidance of doubt, 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,orsimilardebtorrelieflawsofthe UnitedStatesorotherapplicablejurisdictionsfromtimetotimeineffectandaffectingtherights of creditors generally.

“Default” means any event or condition which upon the giving of notice, the lapse oftime 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 determination that a condition precedent to funding (which condition precedent, together with 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 enforcementofjudgmentsorwritsofattachmentonitsassetsorpermitsuchLender(orsuch Governmental Authority) to reject, repudiate, disavow or disaffirm anycontracts 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 Amended and Restated Depositary Agreement,tobeexecutedinaccordancewithSection7.25datedasoftheFifthAmendment Date, among certain of the LoanParties, the Administrative Agent, theCollateral Agent and the Depositary, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

“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 than those provisions the expresslysurvive such termination), all Commitments shall have been 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

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ofamembershipinterestwouldresultinadisallowanceorreductionofITCspursuanttoSection 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 paymentsonEquityInterestsofsuchPerson(exceptdistributionsmadeintheformofEquity 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’ or consultants’ fees, arising under or relating in any way to any Environmental Liability, Environmental Law or any Governmental Approval issued under any Environmental Law (hereafter as used in this definition, “Claims”), including (a)any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages arising under or pursuant to any applicable Environmental Laws or Permits issued pursuant thereto, and (b)any and all Claims by any third party seeking damages, contribution, indemnification,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 Beech EPC Contract, (ii) DEPCOM Power, Inc., a Delaware corporation, in its capacity as contractor under the Bluebird EPC Contract, or its successor and permitted assign appointed 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.

“EquityContribution”meansanamountequalto(a)thesumof(i)anycash contributiontoaBorroweroranyProjectCompanybyanyAffiliate oftheBorrower(otherthan 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 PBGC or a plan administrator of any notice relating to an intention to terminate any Plan orPlans 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 Subtitle E of Title IV of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA; or (h)the incurrence by any

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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 with respect to any Lender,anyLCIssuerortheAdministrativeAgentorrequiredtobewithheldordeductedfroma payment to any Lender, any LC Issuer or the Administrative Agent: (a)Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in 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 evidencemayconsistofanapplicationforsuchinsurancepolicymarkedtoshowthatthe 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%.

“FifthAmendmentDate”meansJuly9,2025.

“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-FaithContest”meansthecontestofanitemif(a)theitemisdiligentlybeing contestedingoodfaithand,whenapplicable,byappropriateproceedingstimelyinstituted,

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(b)adequate reserves are established in accordance with GAAP with respect to the contested 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, limited or regulated as such under any Environmental Law, and (d) all other materials, substances or wastes of any nature with respect to which liability or standards of 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,energyorotherproducts.“HedgingAgreement”shallnotincludeany 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-ownedSubsidiary of Opco Borrower, which following the HoldCo Effective Date in connection withthe American Beech Project, will own onehundredpercent (100%)of theEquityInterests in theAmerican Beech Project Company.

“HoldCo(Bluebird)”meansMN8FMGLLC,aDelawarelimitedliabilitycompanyandindirect wholly-owned Subsidiary of Opco Borrower, which following the HoldCo EffectiveDateinconnectionwiththeBluebirdProjectwillownonehundredpercent(100%)oftheEquityInterests in the Bluebird Project Company.

“HoldCo (Prairie)” means a to-be-formed indirect wholly-owned Subsidiary of Opco Borrower2, 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 liability company agreement 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 suchHoldCoundertheTaxEquityDocumentsorTCStructureDocuments,asapplicable,byand

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among the applicable Class B Member and Class A Member, which is in form and substance reasonably satisfactory to all Lenders.

“HoldCos” means HoldCo (American Beech), HoldCo (TE Partnership,Bluebird) TE Partnershipand HoldCo (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, or operations, or relating to any of the Operative Documents or the transactions contemplated thereby, other than any such information that is publicly available to the Administrative Agent, the Collateral Agent, any 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 complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own 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 one hundred eighty(180) days arising in connection with the sale of inventory or supplies by 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 Lendershallhave assumedits LC Loan Commitment,asapplicable,assuchcommitmentmaybereducedorincreasedfromtimetotime 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, solely prior to the Back-Leverage Dates for all Projects), (b) the Opco BorrowerBorrowersand Opco PledgorPledgors, (c) Prairie Holdings, HoldCo (Prairie) and Prairie Project Company (in each case, solely prior to the Back-Leverage Date for the Prairie Project), (d) Bluebird Solar Investments, HoldCo (Bluebird) TE Partnershipand Bluebird Project Company(ineachcase, solelypriorto theBack-LeverageDatefortheBluebirdProject), (e) HoldCo (American Beech) TE Partnershipand American BeechProjectCompany(ineach 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

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amount at such time in excess of two million Dollars($2,000,000) (other than (a)Indebtedness 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

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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 inconnectionwithsuchterminationandnotdivertedtotheClassAMemberpursuanttothe 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 in determining the amount referred to in clause(i), and (B) any amounts due to the Lenders under Sections2.11and 10.3hereof (including anyassociated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred byBorrower following application of Section2.8(c)in connection with a MandatoryPrepayment 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.

“OmnibusAmendmentEffectiveDate”meansJune13,2025.

“OpcoBorrower”meansOpcoBorrower1orOpcoBorrower2,asapplicable.

“OpcoBorrower1”hasthemeaninggiveninthepreamble.

“OpcoBorrower2”hasthemeaninggiveninthepreamble.

“OpcoBorrowers”means,collectively,OpcoBorrower1andOpcoBorrower2.

“Opco Pledgor1” means MN8 Portfolio IVBleekerLLC, a Delaware limited liability company.

“Opco Pledgor 2” means MN8 Bleeker 2 HoldCo LLC, a Delaware limited liabilitycompany.

“OpcoPledgors”means,collectively,OpcoPledgor1andOpcoPledgor2.

“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

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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).

“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, the American Beech JV Operating Agreement, American Beech JV Operating 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.

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“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.

“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);

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(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 in accordance with an Additional Project Document consented to bythe Required Lenders;

(j)    RestrictedPaymentsmadeinaccordancewithSection8.7;

(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.

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

“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,

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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;

(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)    IndebtednessexistingasoftheFinancialClosingDateandlistedonSchedule5.17hereof; 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

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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;

(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)    Liens in connection with clauses(b)and (d)of the definition of “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;

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(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;

(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];

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(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.

“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 (Opco1)” means that certain Pledge Agreement, dated as of the Financial ClosingFifth AmendmentDate, duly executed by the Opco Pledgor 1 and the Collateral Agent, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

“PledgeAgreement(Opco2)”meansthatcertainPledgeAgreement,datedasoftheFifth Amendment Date, duly executed by Opco Pledgor 2 and the Collateral Agent, asamended, 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 (Opco1), the Pledge Agreement (Opco 2) and any Class A Member Pledge Agreement.

“Pledgor”means, (a)prior tothedateon whichthe Back-Leverage DateforallProjects has occurred, collectively, the Devco Pledgor and the Opco PledgorPledgors, and each, a “Pledgor”, and (b) from and afterthedateonwhichtheBack-LeverageDateforallProjectshas occurred, the Opco PledgorPledgors.

“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”.

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“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.PowerSolutions,Inc.,includingthatcertainLimitedNoticetoProceed,datedasof December 29, 2023, byand between Prairie Project Companyand BayWa r.e. Power Solutions, Inc.

“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

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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 August19,2023,thatcertainFourthAmendmenttoRenewableEnergyProductPurchase Agreement, dated August 31, 2023, and that certain Fifth Amendment To Renewable Energy 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

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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.

“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)withrespecttothePrairieProject,June30,2026,(ii)sixty(60)dayspriortothe“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 actually extended 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 actuallyextended under 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 constructing the switchingstation and feeder lines and 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

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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 setforthintheapplicableProjectBudget;(h)thecostsofacquiringPermitsforsuchProject 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 orduringtheConstruction LoanAvailabilityPeriodassetforth in theapplicableProject 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)ortaxcreditmonetizationforsuchProject,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.

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“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 preceding clauses (a) – (b), (A) if it was issued as a final or temporary Treasury Regulation or becamelawwould,ineachcase,beaCITL,and(B)suchproposedTreasuryRegulationsor 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 to the applicable Project(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.

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“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.

“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.

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“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 RequiredLenderswho,pursuanttoanydefinitiveagreementordefinitiveguarantyreasonably 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 Lender shall bedisregarded at anytimeexcept that (i) the Loan 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

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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 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

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(d) directly or indirectly owned (50% or more) or controlled by, or acting on behalf of, any Person described in the foregoing clause (a), (b), (c)or (d)otherwise the subject or target of Sanctions.

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

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

“SC Funding Date” means, with respect to each Project, the “Final Funding Payment Date”, “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 Amended and Restated Guaranty, Pledge and Security Agreement, dated as of the Financial ClosingFifth AmendmentDate, duly executed by the Devco Borrower, the Opco BorrowerBorrowers, the American Beech Project Company, American Beech TE Partnership, Bluebird TE Partnership,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, theeachPledge 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”.

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“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 consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingentor 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 (e) 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.

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“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, (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.

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“Tax Credit Transfer Agreement (Class A)” means, with respect to any Project, tax credit transfer purchase and sale agreement providing for the sale, assignment, transfer or other disposition solelyof 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.

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

“Tax Equity Closing Date” means, with respect to anyProject, if itbecomessubject to a Tax Equity Arrangement, the date of the execution of the applicable HoldCo LLCA and, if applicable, the applicable contribution agreement, assignment agreement, membership interest purchase agreement, development and purchase agreement or similar agreement in accordance with the terms of this Agreement.

“Tax Equity Documents” means, with respect to any Project subject to a Tax Equity Arrangement, collectively, the applicable Tax Equity ECCA, any guarantees entered into in connection therewith and the other applicable definitive agreements executed or to be executed by the relevant Tax Equity Investor(s) or Project Group Members pursuant to such Tax Equity ECCA, including the applicableHoldCo LLCA and, if applicable, the applicable contribution agreement, assignment agreement, membership interest purchase agreement, development and purchase agreement or similar agreement (including, for the avoidance of doubt, with respect 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),byandamongthe applicableHoldCo,theapplicableClassBMemberandtherelevantTaxEquityInvestor,inform 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

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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 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).

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“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.

“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

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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.

“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.

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“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.

“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

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ofincomeorexpenseisrequiredtobedeterminedoranyconsolidationorotheraccounting computationisrequiredtobemadeforthepurposesofthisAgreement,itshallbedonein accordancewithGAAPexceptwheresuchprinciplesareinconsistentwiththespecific provisions of this Agreement.The words “renew” or “renewal” and variations thereof as used herein with respect to a Letter of Credit means to extend the term of such Letter of Credit or to reinstate an amount drawn under such Letter of Credit or both.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 provisionsthereof.

Section 1.3.    ChangeinGAAP.

(a)    If, after the date of this Agreement, there shall occur any change in GAAP, including any change in the applicable GAAP elected by the Borrower in accordance with the definition thereof, from those used in the preparation of the financial statements required to be deliveredtotheAdministrativeAgentpursuanttoSection7.8hereofandsuchchangeshallresult in a change in the method of calculation of anystandard or term found in this Agreement, either theBorrowerortheRequiredLendersmaybynoticetotheAdministrativeAgentandthe 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

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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 division or plan of division under Delaware law (or any comparable event under a different 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 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

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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 Beech Project) shall not exceed the Construction Loan Amount (American Beech) and each Borrowing of Construction Loans specified for the Prairie Project (taken together with any outstanding Construction Loans with respect to the Prairie Project) shall not exceed the Construction Loan Amount (Prairie). The 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 1:00p.m.,NewYorktime,atleastthree(3)BusinessDaysbeforethedateoftherequested BorrowingofaSOFRLoanor(ii)notlaterthan9:00a.m.,NewYorktime,atleastone (1)BusinessDaybeforethedateoftheBorrowingofaBaseRateLoan.IftheBorrowerchanges 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 Lenders under Section2.11hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty).

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

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

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(b)    Notice of Borrowing.The Borrower shall request a Borrowing of Bridge Loans (except Bridge Loans deemed made as contemplated by 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 deemed made as contemplated by Section 2.5(d)or as may otherwise be agreed to by Administrative Agent.For each Borrowingof Bridge Loans the Borrower shall specifywhether the Bridge Loans are to be used for the Bluebird Project, the American Beech Project or the Prairie Project. Each Borrowing of Bridge Loans specified for the Bluebird Project (taken together with any outstanding Bridge Loans with respect to the Bluebird Project) shall notexceed 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 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

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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 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.

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(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).

Section2.4.    LetterofCreditFacility.

(a)    LetterofCreditGeneralTerms.

(i)    Subject to the terms and conditions hereof, from time to time from the Financial Closing Date through the Construction Loan Maturity Date (the“LC Availability Period”), and after submittal of an Application by the Borrower to the LC Issuer, such LC Issuer shall issue (or amend, renew or extend) a letter of credit (each, a “Letter of Credit”) in the amount equal to the amount requested up to an aggregate amount equal to fiftyfifty-fourmillion, two hundred sixty-seventhirtythousand, sevenhundred eighty-fiveeighty-sevenDollars ($50,267,78554,230,087) (the “LC Commitment”), in such form as the Borrower, the LC Issuer and the beneficiary of the relevant Letter of Credit shall agree.The aggregate stated amount for all Letters of Creditoutstandingatany timewillnotresultin(A)theaggregatestatedamountofall Letters of Credit issued by any LC Issuer exceeding the total amount set forth in respect of such LC Issuer in Part B of Schedule 1.1(a) or (B) the sum of (1) the undrawn amount for the outstanding Letters of Credit, (2) the principal amount of the outstanding LC Loans,and(3)theamountofallReimbursementObligationsoutstandinginrespectofthe Letters of Credit exceeding the 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

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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)    the date of issuance, amendment, renewal or extension (which shall be a Business Day);

(2)    the date on which such Letter of Credit is to expire (which shall comply 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 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

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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 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, andtheproceedsofsuchLCLoanshallbeappliedtosatisfysuchReimbursement Obligation onbehalfofthe Borrower.Anysuch LC Loaninitiallyshallbedeemedtobe 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 anyLC 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

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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 or not similar to any of the foregoing, including any other circumstance that might otherwise 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.

(e)    The Participating Interests; LC Loans.

(i)    BytheissuanceofaLetterofCredit(oranamendmenttoaLetterof 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

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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 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

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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 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, payableoneachPaymentDatefollowingthedatesuchLoanisadvancedorcreatedby conversion, atmaturity(whetherbyacceleration orotherwise) and onthedatesuch Loanispaid 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

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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 Loans under Sections2.5(a)or 2.5(b), as applicable,duringthe Upsize Bridge LoanAvailability Period but not paid in cash shall automatically be capitalized and deemed paid from the Available UpsizeBridge Loan Commitment, unless otherwise notified bytheBorrowerthree(3) Business Days prior to theapplicabledate, (D) on eachQuarterlyDateuntil theexpiration ofthe 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 expiration of the Bridge Loan Availability Period all Bridge Loan Commitment Fees, then due and payable in respect of outstanding Bridge Loans pursuant to Section3shall be deemed paid fromtheAvailableBridgeLoanCommitmentand(F)oneachQuarterlyDateuntiltheexpiration of the Upsize Bridge Loan Availability Period, all Upsize Bridge Loan Commitment Fees, then 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

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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.

(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,

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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 any amounts due to the Lenders under Sections2.11and 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty)), such 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,togetherwithallinterest,feesandotheramounts thendue,arebeingprepaidinfull) and (B)LC Loans, in whole and/or inpart, withoutpenaltyorpremium (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 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.

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(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 HoldCo, of Indebtedness Proceeds ordividends in 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 a portion thereof specified in such certificate) within ninety(90) days following receipt thereof in assets useful in the business of the Borrower that constitute Collateral, and certifying that no Default or Event of Default has occurred and is then continuing, in which case the Borrower mayso reinvest (or commit to reinvest)such Asset Disposition Proceeds within such period; provided, further, that anysuchAsset DispositionProceeds 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

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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 10.3hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred byBorrower followingapplication of Section2.8(c).

(6)    [Reserved]

(7)    fromandaftertheexecutionoftheDepositaryAgreement,as expressly set forth in the Depositary Agreement.

(8)    inthecaseofanAssetDispositionpermittedpursuanttoclause(k)ofthedefinitionof“PermittedDispositions”,inanamountequaltotheaggregate 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

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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.

(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 been repaid 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

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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 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) from the date of such notice until such Event of Default is no longer continuing at a per annum 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

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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.

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.

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(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”).

(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:

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(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.

(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 Section 2.12(b)(iv), a Total ConstructionLoanCommitment,TotalUpsizeBridgeLoanCommitmentorTotalBridge Loan Commitment may not be increased or reinstated.Any reductions pursuant to Section 2.12(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;

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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).

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 waiver or(c)anyLendermakes ademand forcompensation ofanyincreased cost, 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 toSections10.3(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 pursuant to Section12.1or Section12.3(any such Lender referred to in clauses(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 HedgingAgreements))toacommercialbankorotherfinancialinstitutionspecifiedbythe 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).

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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 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 appliedtothepaymentofanyLoansof,orowedto,thatDefaultingLenderuntilsuch 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 (orheld)topay amounts owed by a Defaulting Lender pursuant to this Section2.14(a)(ii)shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    (x)TheDefaultingLendershallnotbeentitledtoreceiveanycommitment fee pursuant to Section3.1(a)for any period during which that Lender is a Defaulting

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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), 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 that is a Construction 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 Construction Lender will, to the extent applicable, purchase that portion of outstanding Construction Loans of the other Construction LendersortakesuchotheractionsastheAdministrativeAgentmaydeterminetobenecessaryto causetheConstructionLoanstobeheldonaproratabasisbytheConstructionLendersin 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.

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(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.

(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,

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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 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)    OneachQuarterly DateuntiltheexpirationoftheUpsizeBridgeLoan 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

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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 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

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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 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 totherespectiveCommitmentsoftherelevantLenders,prorataaccordingtotheamountsof 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

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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 Dateand,asofthedateofeachotherCreditEvent(exceptthatanyrepresentationorwarrantyin this Section5.which relates expresslyto an earlierdate, bydirect reference or byreferenceto a document dated a certain date, shall be made only as of such date)and, solely with respect tothe representation and warranty set forth in the second sentence of Section 5.27(a), as ofthe Fifth Amendment Date, all of which representations and warranties shall survive the Financial Closing Dateand, the making of the Borrowingsand the Fifth Amendment Date:

Section5.1.Organization,Powers.

(a)    Each of the Project Group Members (as applicable) is dulyorganized andvalidly existing, has all requisite corporate, limited liability company or partnership (as applicable) power and authority to carry on its business as now conducted.

(b)    Each of the Project Group Members (as applicable) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required except where thefailuretodoso,individuallyorintheaggregate,couldnotreasonablybeexpectedtoresultin a Material Adverse Effect.

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

(d)    Each of the Loan Parties (as applicable) has the corporate, limited liability company or partnership (as applicable) power and authority to execute and deliver this Agreement, the other Credit Documents and the Operative Documents to which it is or is intended to be a party and to perform the provisions hereof and thereof and create the Liens intended to be created bythe SecurityDocuments to which it is a party.

Section5.2.Authorization,Enforceability.EachoftheOperativeDocumentsrequiredtobe in place as of the relevant Credit Event to which any Loan Party is a party (a)has been duly authorized, executed and delivered bysuch Loan Party; and (b)when executed anddeliveredby such Loan Party and each of the other parties thereto will be the legal, valid and binding obligationofsuch LoanParty, enforceable againstsuchLoanPartyinaccordancewithitsterms,

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except as the enforceability thereof may be limited by (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).

Section5.3.Disclosure.All written information (other than projections, budgets, reports, forecasts and other forward-looking information prepared by third party consultants (but including written information provided tosuch consultants bythe Borrower)orinformation of a general economic nature) provided directly or indirectly by or on behalf of the Borrower to Administrative Agent, any Lender or the Independent Engineer in connection with the transactions contemplated hereby, when taken as a whole, when provided, was complete and correct in all material respects and did not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein (taken as a whole) not misleading in light of the circumstances under which such statements were made (giving effect to supplements and updates thereto); provided that with respect to any financial statements, the preceding representations and warrantiesmade with respectthereto aresubjecttothelimitations in Section5.4(a).There is no fact, to the Borrower’s Knowledge, that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in such written information provided by the Borrower.

Section5.4.Financial Condition;NoMaterialAdverse Effect.

(a)    Financial Condition.The financial statements delivered pursuant to Section7.8, if any, present fairly, in all material respects, the financial position and results ofoperations and cash flows of the entities covered thereby as of the dates of such financial statements and for such periods in accordance with GAAP.

(b)    No Material Adverse Effect.Since the date of formation of the Borrower, no eventorcircumstance(includinganyCasualtyEventorEventofEminentDomain)hasoccurred that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Section 5.5.No Conflicts.Except as set forth on Schedule5.5, the execution, delivery and performance by each Loan Party of this Agreement and the other Credit Documents to which suchLoanPartyisapartydoesnotand,totheKnowledgeofsuchLoanParty,willnot(a)violate anyApplicableLaworGovernmentalApprovalinanymaterialrespect,(b)violateanyprovision of the Organizational Documents of such Loan Party, (c)violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Loan Party or such Loan Party’s assets, or give rise to a right thereunder to require any material payment to be made by such Loan Party or (d)except for the Liens created pursuanttotheCreditDocuments,resultinthecreationorimpositionofanyLienonanyassetof such Loan Party.

Section 5.6.Applicable Laws.Each Project Group Member is in compliance in all material respectswithallApplicableLawsapplicabletosuchProjectGroupMember,eachProjectand,to the extent applicable to such Project Group Member or such Project, the Sites.Except as

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otherwisehavebeendeliveredtoAdministrativeAgent,nowrittennoticeofmaterialviolationof any Applicable Law relating to any Project Group Member, any Project or, to the extent applicable to a Project Group Member or any Project, any Site, has been issued or received by any Project Group Member or any of the Borrower’s Affiliates.

Section5.7.ExistingDefaults.NoProjectGroupMemberisinmaterialdefaultorinmaterial breach of any term or provision applicable to it under any material Operative Document or any agreement relating to any obligations of any Project Group Member for or with respect to borrowed money and, to the Knowledge of the Borrower, no other party to any Operative Document is in material default or in material breach of any material term or provisionapplicable to it under any material Operative Document.

Section 5.8.Environmental Matters; Equator Principles.No Project Group Member (i) is in material violation of any Environmental Law relating to the Projects or the Sites, (ii) is subjecttoanypendingor,totheKnowledgeoftheBorrower,threatenedmaterialEnvironmental Claim(includinganyinquiriesorrequestsforinformation)relatingtotheProjectsortheSitesor (iii)has Released anyHazardous Materials at, in, on, under, to orfrom theSites, anyMortgaged Property that could reasonably be expected to result in material Environmental Liability or require any Project Group Member to conduct material remedial action pursuant to any EnvironmentalLaw.NoneoftheSitesarelistedorproposedforlistingontheNationalPriorities List pursuant to CERCLA. The Sites and all construction and operation of the Projects are in material compliance with the Equator Principles.To the Borrower’s Knowledge, there is no event, condition or circumstance that could reasonably be expected to result in any material liability under any Environmental Law to, or any material Environmental Claim against, the Agents, the Lenders, or any Project Group Member.

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

Section5.10.Default.NoDefaultorEventofDefaulthasoccurredandiscontinuing.

Section 5.11.Taxes.

(a)    EachProjectEntityhasfiled,orcausedtobefiledonitsbehalf,allincomeandall material non-income Tax Returns required to be filed by it (after giving effect to anyextensions that have been requested by, and granted to, such Project Entitybythe applicable Governmental Authority).All such Tax Returns weretrue, complete, and correct in all material respects at the time of such filing.Each Project Entity has paid or caused to be paid on its behalf all income and all material non-income Taxes due by it, including all Taxes shown as due on such Tax

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Returns(otherthanthoseTaxesthatarebeingcontestedingoodfaithbyappropriateproceedings and for which adequate reserves are being maintained in accordance with GAAP).

(b)    No material adjustments to the Tax liability of any Project Entity have been proposed in writing (or are currently pending) by any Governmental Authority in connection with any Tax Return of such Project Entity.

(c)    EachProject isdesigned to use, and uponbeingplaced inserviceforU.S.federal income tax purposes will use, solar energyto generate electricitywithin the meaning of Section 48 of the Code.

(d)    NoProjectGroupMemberis(i)aDisqualifiedPersonor(ii)aTaxRelated Person.

(e)    Therehasneverbeen(A)anygrantappliedfororprovidedbytheUnitedStates, any state or any political subdivision of a state for use in connection with a Project or with respect to which the Borrower or a Project is the beneficiary, including a grant with respect to a Project (or any of the assets, property, or equipment included in the Project) from the U.S. Department of Treasury under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, as amended, (B) any proceeds of any issue of state or local government obligations used to provide financing for a Project the interest of which is exempt from federal income tax under Section 103 of the Code or (C) prior to the Financial Closing Date, any tax credits pursuant to Sections 48 or 45 of the Code taken by the Borrower with respecttoanyProject,anypropertyorequipmentincludedtherein.Noelectionhasbeenmadeto elect to claim the production tax credit under Section 45 of the Code in lieu of the ITC with respect to any Project.

(f)    NotangiblepropertyofaProjectisleasedtoa“tax-exemptentity”orotherwiseis “tax-exempt” use property within the meaning of Section 168(h) of the Code.No part of the assets, property or equipment of the Project is (A) “imported property” within the meaning of Section168(g)(1)(D)oftheCodeorasdefinedinSection168(g)(6)oftheCode,(B) “tax-exemptbondfinancedproperty”within themeaningofSection168(g)(1)(C)oftheCodeor as defined in Section 168(g)(5) of the Code, or (C) “public utility property” within the meaning of Section 168(i)(10) of the Code.

(g)    EachProjectislocatedinitsentiretyintheUnitedStates.

(h)    Lessthanfivepercent(5%)ofthefairmarketvalueoftheproperty,materialsand parts that comprise each Project, on the date such property is placed in service for U.S. federal incometaxpurposes,consistsofproperty,tools,materialsandpartsthatwerepreviouslyusedby any person other than the applicable HoldcoHoldCoor the applicable Project Company(or the applicableEPCContractor)(otherthaninconnectionwiththeconstruction,start-up,testing,and commissioning of such Project).

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

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

(k)    EachBeginningofConstructionCertificateistrueandcorrectinallrespects.

(l)    Each of the Bluebird Project and Prairie Project qualifies for the “increase in credit rate for energycommunities” described in Section 48(a)(14) of the Code.

(m)    The Prairie Project EnergyCommunityAdder Certificate is true and correct in all respects.IftheBluebirdProjectqualifiedforthe“increaseincreditrateforenergycommunities” described in Section 48(a)(14) of the Code, the Borrower shall deliver the Bluebird Project EnergyCommunityAdderCertificateandsuchcertificateshallbetrueandcorrectinallrespects.

(n)    EachProjecteither(i)isexemptfrom(byreasonofbeginningconstructionbefore January 29, 2023) or (ii) will be in compliance with the prevailing wage and apprenticeship requirements set forth in Sections 48(a)(10) and 48(a)(11) of the Code, taking into account for this purpose the correction and penaltyprovisions described inSections48(a)(10) and48(a)(11) of the Code.

(o)    All representations and warranties with respect to tax matters made bya Class B Member or HoldCo in the Tax Equity Documents, TC Structure Documents and Tax Credit Transfer Documents (other than those pertaining solely to the Tax Equity Investors or the Tax Credit Buyers) were true in all material respects when given and are expected to remain true in all material respects (except to the extent resulting from an ownership interest in the applicable HoldcoHoldCoby the applicable Tax EquityInvestor). No claim has been made under the Tax EquityDocuments,TCStructureDocumentsorTaxCreditTransferDocumentsinrespectofthe loss, disallowance or reduction of (a) the eligibility of the applicable Project for the ITC in the full amount claimed (or expected to be claimed) by the applicable HoldcoHoldCo, (b) the eligibility of the applicable Project for the depreciation deductions available or reasonably expected to be available in connection with such Project, and (c) the treatment of each Project Entityas a disregarded entityor partnership for U.S. federal income tax purposes.

(p)    To the extent Tax Equity Documents, TC Structure Documents or Tax Credit Transfer Documents have been executed with respect to a Project, the initial tax basis allocable to “energy property” within the meaning of Section 48(a)(3)(A)(i) of the Code of the Project Company owner thereof is reasonably expected to be no less than the amount allocated to “energyproperty” within the meaning of Section 48(a)(3)(A)(i) of theCodeinthe adjustedbase case model set forth in such Tax Equity Documents, TC Structure Documents and Tax Credit Transfer Documents, as applicable.

Section 5.12.Permits.

(a)    There are no Permits that are required to be obtained under current Applicable Law by the Project Group Members for the development, siting, construction, interconnection, testing, operation, ownership, sale of electricity and RECs, or maintenance of the Projects as currentlydesignedthatareApplicablePermitsotherthanthePermitsdescribedinSchedule5.12.

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(b)    EachApplicablePermitlistedinPartIofSchedule5.12,(A)wasvalidlyissuedor made,isinfullforceandeffectandisissuedinthenameoftheapplicableProjectCompanyoris otherwiseforthebenefitoftheProjectownedbysuchProjectCompany,(B)isnotsubjecttoany unsatisfiedconditionapplicabletotheProjectCompanyorProjectownedbysuchProject Companythatiscurrentlyrequiredtobesatisfiedthathasnotbeensatisfiedinallmaterial respects,(C) isnotthesubjectofpendingor,totheBorrower’sKnowledge,threatened proceedings(includingadministrativeorjudicialappeal,Permitrenewalsormodifications, suspensions or revocations) that could reasonably be expected to result in a Material AdverseEffect and (D) if there is a specific time limit for theappeal bya third partyof such permit under specific Applicable Law pursuant to which such Applicable Permit was issued, such third-party appealperiodhasexpired(exceptassetforthonSchedule 5.12). TheBorrowerreasonably believes that each Permit listed in Part IIof Schedule 5.12will be obtained before it becomes an Applicable Permit, and no Permit listed in Part II of Schedule 5.12is the subject of pending or,totheBorrower’sKnowledge,threatenedproceedingsthatcouldreasonablybeexpectedtoresult inaMaterialAdverseEffect. TheBorrowerhasnotifiedtheAdministrativeAgentofeach Applicable Permit not listed on Schedule 5.12that, since the Financial Closing Date, due to achangeinApplicableLaworotherwise,hasbecomeanApplicablePermit.NoProjectCompany is in material violation of any Applicable Permit.

Section5.13.IntellectualProperty.

(a)    No Loan Party has received notice that any material product, process, method, substance, part, service or other material presently contemplated to be sold by or employed by any Loan Party infringes in any material respect any license, permit, franchise, authorization, patent,copyright,proprietarysoftware,servicemark,trademark,tradenameorotherrightowned byanyotherPersonthat,individuallyorintheaggregate,couldreasonablybeexpectedtohavea Material Adverse Effect.

(b)    There is no violation by any Loan Party, or to the Borrower’s Knowledge, any pendingorthreatened claim orlitigation byanyPerson contestingtheright ofanyLoanParty, in each case, with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by a LoanPartythat,individuallyorintheaggregate,couldreasonablybeexpectedtohaveaMaterial Adverse Effect.

(c)    EachLoan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual propertynecessaryto carryon itsbusiness, and theuse thereof by suchLoan Party does not infringe upon the rights of any other Person that, individuallyorintheaggregate,couldreasonablybeexpectedtohaveaMaterialAdverseEffect.

Section5.14.Insurance.Insurance complying with Section7.2is in full force and effect and allpremiums duethereonhavebeenpaid infull(orwill betimelypaid)andthereisnopremium due that is inarrears.Except withrespect to policies that havebeenreplaced with otherpolicies in compliance with this Agreement, no notice from any insurer or its representative as to any cancellation or reduction or other change in coverage has been received.

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Section5.15.ProjectDocuments.

(a)    The real property described on Exhibit A of the American Beech Pro Forma provided at Financial Closingand theAmerican Beech Title Policyprovided pursuant to Section7.25(d)constitutestheentireSitefortheAmericanBeechProject.Therealpropertydescribedon Exhibit A of theBluebird Pro Formaprovidedat Financial Closingand theBluebird TitlePolicy provided pursuant to Section 7.25(d)constitutes the entire Site for the Bluebird Project. The real property described on Exhibit A-2 of the pro forma Prairie Title Policy provided at Financial Closing and the Prairie Pro Forma provided pursuant to Section 7.25(d)constitutes the entireSite for the Prairie Project. Other than those services, materials, real property interests, Real Property Documents and other rights that can be reasonably expected to be commercially availablewhenandasrequired,theservicestobeperformed,thematerialstobesuppliedandthe RealProperty(includingallnecessaryeasementsandrightsofwayinrespecttotheconstruction, operation, interconnection and utilization of any necessary Project transmission lines), the Real Property Documents and other rights granted pursuant to the Project Documents(i) are sufficient to enable (x) each Project to be located, constructed and interconnected on the applicableSiteand(y)eachProjecttobeoperatedandmaintainedontheapplicableSite,ineach case in accordance with Prudent Industry Practices, all Applicable Laws, the applicable Project Documents,theapplicableProjectBudget,theapplicableProjectSchedule,theBaseCaseModel andtheapplicableAnnualOperatingBudgetand(ii)provideadequateingresstoandegressfrom eachProjectfortheconstruction,operationandmaintenanceofsuchProjectundertheapplicable Project Documents.

(b)    True,correctandcompletecopiesofallProjectDocuments,ascurrentlyineffect, have been delivered to Administrative Agent by or on behalf of the Borrower.Except as previouslydisclosed in writingto Administrative Agent,noneofthe Operative Documentshave expired or been amended, modified or terminated, other than in accordance with the terms of such Operative Document and the terms of this Agreement, and each such Operative Document not so terminated or expired in accordance with the terms of such Operative Document and the terms of this Agreement, is in full force and effect.

Section5.16.CompliancewithEmployeeBenefitPlan.NoERISAEventwithrespecttoany Loan Party or any ERISA Affiliate, has occurred and is continuing or is reasonably expected to occur,thatcouldreasonablybeexpectedtoresultinapaymentobligationbyanyLoanParty.To the Knowledge of the Borrower, the present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recentlyendedplan yearonthebasis oftheactuarialassumptionsspecifiedforfundingpurposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value oftheassetsofsuchPlanallocabletosuchbenefitliabilitiesbyamaterialamount.Theterm “benefit liabilities” has the meaning specified in Section4001 of ERISA and the terms “current value” and “present value” have the meaning specified in Section 3 of ERISA.

Section 5.17. Business, Indebtedness, Contracts, Etc.No Project Group Member has conducted any business other than the business contemplated by the Operative Documents and activities incidental thereto or incurred outstanding Indebtedness or other liabilities other than

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pursuant to or allowed bytheOperativeDocuments, and no Project Group Member is partyto or boundbyanymaterialcontractotherthantheOperativeDocumentsandanycontractenteredinto after the Financial Closing Date in compliance with this Agreement.

Section5.18.Margin Regulations.No part of the proceeds from the Loans hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Federal Reserve Board (or anysuccessor), or forthepurposeof buying or carrying or trading in any Securities under such circumstances as to involve the Borrower in a violation of Regulation X of the Federal Reserve Board (or any successor) or to involve anybroker ordealer in aviolation ofRegulation T of theFederal ReserveBoard (orany successor).Margin stock does not constitute any of the value of the assets of the Borrower and the Borrower does not have any present intention that margin stock will constitute any of the value of such assets.As used in this Section5.18, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section5.19.ForeignAssetsControlRegulations,Etc.

(a)    None of the Borrower or any Project Group Member or any of the respective Subsidiaries of the Borrower and Project Group Members, or any of the respective directors, officers, agents or employees of the Borrower or any Project Group Member or any of the respective Subsidiaries of the Borrower and Project Group Members, or to the Borrower’s knowledge, any of the Borrower’s Affiliates, (i)is a Sanctioned Person or (ii) has engaged, directly or indirectly, in any dealings, transactions or investments with, involving or for the benefit of any Sanctioned Person or otherwise in violation of applicable Sanctions.

(b)    None of the Borrower or any Project Group Member or any of the respective Subsidiaries of the Borrower and Project Group Members, or anyof therespective, or anyof the respectivedirectors,officers,agentsoremployeesoftheBorroweroranyProjectGroupMember or any of the respective Subsidiaries of the Borrower and Project Group Members, or to the Borrower’sknowledge,anyoftheBorrower’sAffiliates,has(i)violatedanyapplicable Anti-Corruption Laws or Anti-Money Laundering Laws or (ii) been the subject of any claim, action, proceeding or, to the Borrower’s Knowledge, investigation by any Governmental Authority for any suspected or actual violation of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

(c)    The Borrower, each Project Group Member and each of the respective Subsidiaries of the Borrower and the Project Group Members has instituted and maintains, or is subject to,policies andproceduresdesigned topromote and achieve compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(d)    The Borrower will not use, directly or indirectly, any portion of the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,oranythingelseofvalue,toanyPersoninviolationofapplicableAnti-CorruptionLaws; (ii) in anyother manner that would constitute a violation of applicable Anti-Corruption Laws or Anti-Money Laundering Laws; (iii) to fund any activities or business with, involving or for the

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benefit of anySanctioned Person or in anySanctioned Country; or (iv) otherwise in anymanner that would constitute or give rise to a violation of Sanctions by any party hereto, including any Lender.

Section 5.20.Status.

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

(b)    Regulatory Status.Except for the Project Companies, no Loan Party is or will become(i)subject toregulationas a“publicutility”asdefinedunderSection201(e)oftheFPA, or(ii)subjectto,ornotexemptfrom,regulationasan“electricutilitycompany”ora “public-utility company” as such terms are defined in Section1262 of PUHCA.Each Project Company will have (A) EWG status and be exempt from FERC regulation under PUHCA pursuant to 18 C.F.R. § 366.7(e), and (B) MBR Authority in full force and effect on or prior to the date electric energy (including test energy) is first generated by the Project owned by such ProjectCompany.EachLoanPartyiseither(i)nota“holdingcompany”assuchtermisdefined in Section1262(8) of PUHCA, or (ii)a “holding company” within the meaning of PUHCA that is exempt from the federal access to books and records provisions of PUHCA and FERC’s accounting, record-retention, and reporting regulations pursuant to 18C.F.R.§366.3 or has a waiverofFERC’saccounting,record-retention,andreportingregulationspursuantto 18C.F.R.§366.3.No Loan Party is or, upon the commencement of generation (including test power) of any Project, will become subject to regulation by any State PUC with respect to the rates of electric utilities or public utilities or the financial and organizational regulation of electric utilities or public utilities. No prior notice to or authorization by any State PUC is required for the execution and delivery of the Credit Documents or the performance of obligations thereunder.

Section5.21.Offices,LocationsofCollateral.Thechiefexecutiveofficeorprincipalplaceof business(assuchtermisusedinArticle9oftheUniformCommercialCode)ofeachLoanParty is located at c/o MN8 Energy LLC, 1155 Avenue of the Americas, 27thFloor, New York, New York 10036.The Mortgaged Property and all tangible Collateral is, or when installed pursuant to the Project Documents will be, located at or on the Sites (other than any equipment that has been installed and temporarily removed for any warranty work, repair or maintenance) or at the address set forth in Annex 1 to the Security Agreement.

Section5.22.Bank Accounts.The Borrower is not the beneficiary of any bank account, includingany“depositaccount”witha“bank”(ineachcasewithinthemeaningofSection9-102 of the Uniform Commercial Code as in effect in the StateofNew York from time to time), other than any Borrower Accounts.

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

Section 5.24.Title and Liens.

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(a)    Subject (in the case of the Bluebird Project) to the IRB Documents, each Loan Party has good title to all of its personal property comprising Collateral, and, as applicable, a valid and insurable leasehold, subleasehold, right of way, easement, permit, license or fee interest in each of the applicable Sites, not subject to anyLiens other than Permitted Liens.All of the material Real Property Documents that pertain to the Sites are listed on Schedule 5.24hereof (or, followingthe Financial Closing Date,haveotherwisebeendisclosed andprovided to the Administrative Agent).

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

(c)    Neither the Borrower nor any Project Company has been informed in writing by any of the landowners and easement grantors with respect to the Real Property Documents that the Borrower or any Project Company is in material breach of its obligations under the corresponding Real PropertyDocuments (other than anysuch breach that is not continuing).

Section 5.25.ProjectBudgets;ProjectSchedules.    TheProjectBudgets,theProject SchedulesandtheresultingBaseCaseModelare,totheBorrower’sKnowledge(and,with respecttotheBaseCaseModel,solelyasoftheFinancialClosingDate),(a)basedonreasonable assumptions as to all legal and factual matters material to the estimates set forth therein, and set forthagoodfaithestimate,believedbymanagementoftheBorrowertobereasonableatthetime made and at the time so furnished, of the expected financial performance of theProjects; (b)are consistentwiththeprovisionsoftheOperativeDocuments;and(c)exceptaspreviously approvedby theapplicableLendersinaccordancewiththisAgreement,provideagoodfaith estimate that the estimated Project Costs will not exceed funds available to pay Project Costs. Except as previously approved by the applicable Lenders in accordance with this Agreement, to the Borrower’s Knowledge, there are no material Project Costs (including anticipated sales and usetaxes)thatarenotincludedintheProjectBudgets. EachProjectBudgetaccurately representsinallmaterialrespectstheBorrower’sestimatedanticipatedsalesandusetaxes taxable to theBorrower of the applicable Project Companyfor the construction of the applicable Project.

Section5.26.Collateral.ThesecurityinterestsintheCollateralgrantedtotheCollateralAgent pursuant to the Security Documents (a)as to personal property included in the Collateral constitute and, as to subsequently acquired personal property included in the Collateral, will constitute, the first priority security interest purported to be created under such Security Document (except for the Permitted Liens), and (b)are, and, with respect to such subsequently acquired property, will be, as to Collateral that can be perfected by the proper filing of a UCC financingstatement, superior and prior to therights of all third Persons now existingorhereafter arisingwhetherbywayofmortgage,lien,securityinterests,encumbrance,assignmentor otherwise subject only to Permitted Liens.All such action as is necessary has been taken (or contemporaneously with the execution hereof will be taken) to establish and perfect the Collateral Agent’s (for the benefit of the Secured Parties) rights in and to, and first priorityLien on,subject toPermitted Liens,theCollateral,includinganyrecording,filing,registration,giving

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of notice, granting of control or other similar action.The Security Documents relating to the Collateralandthefinancingstatementsrelatingtheretohavebeenorcontemporaneouslywiththe execution hereof will be duly filed or recorded in each office and in each jurisdiction where required in order to create, perfect and maintain perfected the first priority Lien (subject to Permitted Liens) and security interest described above.

Section 5.27.Ownership of Equity Interests.

(a)    As of the Financial Closing Date, (i)the Sponsor indirectly owns one hundred percent (100%) of the membership interests in Devco Pledgor and Opco Pledgor1; (ii)Devco Pledgor owns one hundred percent (100%) of the membership interests in the Devco Borrower; (iii)Opco Pledgor 1owns one hundred percent (100%) of the membership interests in the Opco Borrower1, (iv) the Devco Borrower owns one hundred percent (100%) of the membership interests in the Bluebird Project Company, the American Beech Project Company and Prairie Solar Holdings, (v) Prairie Solar Holdings owns one hundred percent (100%) of themembership interests in the Prairie Project Company, (vi) the Bluebird Project Company owns one hundred percent (100%) of the membership interests in Bluebird Solar Investments and (vii) the American Beech Project Company owns thirty-three and one-third percent (33 1/3%) of the membership interests in JVCo. As of the Fifth Amendment Date, (i) the Sponsor indirectlyowns one hundred percent (100%) of the membership interests in DevCo Pledgor, OpcoPledgor 1, Opco Pledgor 2, DevCo Borrower, Opco Borrower 1 and Opco Borrower 2, (ii)DevCo Pledgor owns one hundred percent (100%) of the membership interests in theDevCo Borrower, (iii) Opco Pledgor 1 owns one hundred percent (100%) of themembership interests in Opco Borrower 1, (iv) Opco Pledgor 2 owns one hundred percent(100%) of the membership interests in Opco Borrower 2, (v) DevCo Borrower owns onehundredpercent(100%)ofthemembershipinterestsinAmericanBeechProjectCompanyand Prairie Holdings, (vi) OpCo Borrower 1 owns one hundred percent (100%) of themembershipinterestsinBluebirdTEPartnership,(vii)PrairieHoldingsownsonehundredpercent(100%)ofthemembershipinterestsinthePrairieProjectCompany,(viii)BluebirdTEPartnershipownsonehundredpercent(100%)ofthemembershipinterestsinBluebirdProjectCompany,(ix)BluebirdProjectCompanyownsonehundredpercent(100%)ofthemembership interests in Bluebird Solar Investments and (x) the American Beech ProjectCompany owns thirty-three and one-third percent (33 1/3%) of the membership interestsin JVCo.

(b)    The Equity Interests in the Borrower and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable.Except in connection with theTaxEquityDocumentsorTCStructureDocuments,asapplicable,thereisnoexistingoption, warrant,call,right,commitmentorotheragreementtowhichtheBorrower,PrairieHoldings,the Project Companies, any Class B Member or any HoldCo is a party requiring, and, except in connection with the Tax Equity Documents or TC Structure Documents, as applicable, there is nomembershipinterestinorotherEquityInterestsintheBorrower,PrairieHoldings,theProject Companies, any Class B Member or any HoldCo outstanding which upon conversion or exchange would require, the issuance bythe Borrower, Prairie Holdings, the Project Companies, any Class B Member or any HoldCo of any additional membership interests or other Equity

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Interests in the Borrower, Prairie Holdings, the Project Companies, anyClass B Member or any HoldCoorothersecuritiesconvertibleinto,exchangeablefororevidencingtherighttosubscribe fororpurchaseamembershipinterestorotherEquityInterestsintheBorrower,PrairieHoldings, the Project Companies, any Class B Member or any HoldCo.

(c)    Except as described in this Section5.27, as of the Financial Closing Date, no LoanPartyisageneralpartneroralimitedpartnerinanygeneralorlimitedpartnershiporajoint venturer in any joint venture or a holder of Equity Interests in any company or member in a limited liability company or has any subsidiaries.

Section 5.28.Completion.The Borrower reasonably believes that (a) Completion of each Project will occur on or before each Project’s respective Project Completion Date, (b)the aggregate amount of outstanding Project Costs required to be paid in order to achieve CompletionforeachProjectareconsistentwiththeProjectBudgetsand,intheaggregate,donot exceed the Available Construction Funds and (c)each Project, upon completion in accordance with the Construction Contracts, will comply in all material respects with the applicable OperativeDocumentsandallApplicableLaws.TotheBorrower’sKnowledge,allworkdoneon the Projects has been done in all material respects (i) in a good and workmanlike manner, (ii) in accordance with the applicable Construction Contracts, the applicable Interconnection Agreement and all Applicable Laws and (iii) in accordance with Prudent IndustryPractices.

Section5.29.CollectiveBargainingAgreement;LaborDisputes;ActsofGod.None of the Loan Parties is a party to or bound by anycollectivebargaining agreement.Except as set forth on Schedule 5.29, neither the business nor the properties of any Loan Party (or, to the knowledge of Borrower, any Major Project Participant) is materially affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo,actofGodorofthepublicenemy,orothercasualtyorforcemajeureevent(whetheror not covered by insurance), in each case related to any Project or its obligations with respect to each Project.

Section 5.30.Flood Compliance.None of the Collateral includes improved real property that is or will be located in an area that has been identified by the Director of theFederal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under any Applicable Law relating to flood insurance (including the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, theNationalFloodInsuranceReformActof1994andtheBiggert-WatersFloodInsuranceActof 2012).

SECTION6.CONDITIONSPRECEDENT.

Section6.1.Conditions Precedent to the Financial Closing Date.The occurrence of the Financial Closing Date and the obligation of each Lender partyhereto to make the initial Loans tobeappliedinaccordancewiththeapplicableNoticeofBorrowingandotherwiseenterintothe transactions contemplated bythis Agreement is subject to the prior or concurrent satisfaction of each of the following conditions and each of theother conditions (as applicable)set forth in this Section6(unlesswaivedinwritingbyAdministrativeAgentandtheLenders); providedthatthe

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making of the initial Loans by the Lenders shall act as a confirmation of the satisfaction of any condition precedent to the Financial Closing Date that shall be satisfactory, reasonably satisfactory or reasonably acceptable, or in (or substantially in) a form acceptable, to any of the Administrative Agent or the Lenders:

(a)    Certificates; Organizational Documents.

(i)    Delivery to the Administrative Agent of an Officer’s Certificate, dated as of the Financial Closing Date, certifying as to (A)the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and deliveryof each Operative Documentto whicheachLoanPartyisaparty,(B)eachLoan Party’s and the Sponsor’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 Operative Document to which each Loan Partyand the Sponsor is a party.

(ii)    Delivery to the Administrative Agent of a certificate of status, good standingorequivalent,asapplicable,forthejurisdiction offormation oftheSponsorand each Loan Party as of the Financial Closing Date.

(b)    IndependentConsultantDeliverables.

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

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

(iii)    DeliverytotheAdministrativeAgentoftheMerchantCurves,whichshall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(c)    Permit Schedule.Delivery to the Administrative Agent of Schedule5.12, the schedule of Applicable Permits required under Applicable Law to develop, construct, test, operate, own or maintain the Projects, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, together with copies of each Applicable Permit listed on Part Iof Schedule 5.12, each of which has been obtained prior to the Financial Closing Date.

(d)    Credit Documents.Delivery to the Administrative Agent or, in the case ofclause(ix)below, each applicable counterparty, or, inthe caseof clauses (x)and (xi)below,the CollateralAgent,ofthefollowingdocuments,executedanddeliveredbythepartiesthereto,each in form and substance reasonablysatisfactoryto the Administrative Agent and the Lenders:

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(i)    thisAgreement;

(ii)    theSecurityAgreement;

(iii)    thePledgeAgreement(Devco)andthePledgeAgreement(Opco);

(iv)    theSponsorEquityContributionAgreement;

(v)    theAmericanBeechMortgage;

(vi)    theBluebirdMortgage;

(vii)    thePrairieMortgage;

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

(ix)    eachFeeLetter;

(x)    original physical membership interest certificates representing all issued and outstanding membership interests in each Borrower, the American Beech Project Company, the Prairie Project Company, Prairie Holdings,Bluebird Solar Investments and any other subsidiary of each Borrower and each Project Company; and

(xi)    suchotherdocuments,instrumentsandagreementsasCollateralAgent(at the written direction of the Administrative Agent) or the Title Insurer may reasonably require with respect to any Loan Party to perfect and/or insure in favor of the Collateral Agent first priority Liens (subject to Permitted Liens that, pursuant to Applicable Law, are entitled to a higher priority than the Liens granted pursuant to the Security Documents) in all Collateral, including UCC financing statements.

(e)    ProjectDocuments.

(i)    Deliveryto the Administrative Agentoftrue, correct and completecopies of each ofthe OriginalProject Documents, and anysupplements or amendmentsthereto, alldulyexecutedbythepartiestheretoandinformandsubstancereasonablysatisfactory to the Administrative Agent and the Lenders.

(ii)    All conditions precedent to the commencement of performance of each party under the Construction Contracts, the Interconnection Agreements and the Real Property Documents have been performed, have occurred or have been satisfied or waiver (or, simultaneously with the Financial Closing Date, will occur or be satisfied or waived).

(iii)    The Administrative Agent shall have received evidence that each Project Company has issued the full notice to proceed (however defined) under, and as defined in, each EPC Contract.

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

(g)    Legal Opinions.Delivery to the Administrative Agent of favorable opinion letters, dated as of the Financial Closing Date, in form and substance reasonably satisfactory to the Lenders, of:

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

(ii)    Sturgill,Turner,BarkerandMoloney,PLLC,asspecialKentuckycounsel to the Loan Parties;

(iii)    FoxRothschildLLP,asspecialNorthCarolinacounseltotheLoan Parties;

(iv)    RockCreekEnergyGroup,LLP,asspecialfederalenergyregulatory counseltotheLoanParties;and

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

(h)    Insurance.

(i)    TheAdministrativeAgentshallhavereceived(x)either(i)certifiedcopies of all policies evidencinginsurance complyingwith the provisions of Section 7.2or (ii) a binder or certificates signed by the insurer or a broker authorized to bind the insurer, in eithercaseinformandsubstancereasonablysatisfactorytotheAdministrativeAgentand the Lenders and naming the Collateral Agent and the other Secured Parties as additional insured and the Collateral Agent as sole loss payee and (y) a certificate from the Borrower’sinsurancebrokerstatingthattheinsurancepoliciesrequiredunderSection7,2 are in full force and effect and that all premiums then due thereon have been paid and that, in the opinion of such Person, such insurance complies with Section 7.2.

(ii)    TheAdministrativeAgentshallhavereceivedacopyofthatcertain(i)the Excess Buyer-Side Representations and Warranties Insurance Policy, Policy No.ET111-008-270, (ii) Frist Excess Buyer-Side Representations and Warranties Insurance Policy, Policy No. RTR24RW609285, (iii)Buyer-Side Representations and Warranties Insurance, Policy No. 14362281 and (iv) Excess Buyer-Side Representations and Warranties Insurance Binder Agreement, Policy No. 14362285.

(i)    FinancialStatements.Deliveryto Administrative Agent of (i)theauditedannual financialstatementsoftheSponsorfortheyearendingDecember31,2023,and(ii)anunaudited pro forma balance sheet of each Borrower and each Project Company.

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(j)    KYC.Delivery to each Lender at least three(3) Business Days prior to the Financial Closing Date, in form and substance reasonably satisfactory to the Lenders, all documentation and other information required by bank regulatory authorities, including a properlycompletedandsignedapplicableIRSFormW-8,underapplicable“know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, which are applicable to the Lenders.

(k)    BaseCase Model.Deliverytothe Administrative Agent ofthe BaseCaseModel in form and substance reasonably satisfactory to the Administrative Agent and the Lenders (in consultation with the Independent Engineer) and substantially in the form of Exhibit J-1.

(l)    No Material Adverse Effect.Since the acquisition of the Project Companies by the Sponsor, no event, condition or circumstance shall have occurred and be continuing that would reasonably be expected to result in a Material Adverse Effect.

(m)    Payment of Fees.The Administrative Agent shall have been provided with evidence that (i)subject to Section2.5(d), all amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or other Credit Documents have been so paid or deposited (or shall be paid or deposited concurrentlywith the occurrence of the Financial Closing Date), and (ii)to the extent reasonably requested, all Taxes, if any (including all filing, recordation, subscription and all other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations andrecordings),dueandpayableonorbeforetheFinancialClosingDatein connection with the execution, delivery, recording and filing of this Agreement or any other Operative Document, or anydocument or instrument contemplated thereby, or necessaryfor the consummation of the transactions contemplated by this Agreement and the other Operative Documents, havebeen dulypaid in full (orshall bepaid concurrentlywith theoccurrence of the Financial Closing Date).

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

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

(p)    [Reserved.]

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(q)    Title InsuranceandSurvey.(a) With respect to theBluebirdProject, aproforma versionoftheBluebirdTitlePolicyinformandsubstancereasonablyacceptabletotheRequired Lenders (the “Bluebird Pro Forma”) and a draft pre-construction ALTA/NSPS Land Title SurveydepictingtheBluebirdSite,otherwiseinformandsubstancereasonablyacceptabletothe Required Lenders (the “Bluebird Survey”); (b)with respect to the Prairie Project, a pro forma version of the Prairie Title Policy in form and substance reasonably acceptable to the Required Lenders(the“PrairieProForma”)andadraftpre-constructionALTA/NSPSLandTitleSurvey depicting the Bluebird Site, otherwise in form and substance reasonably acceptable to the RequiredLenders(the“PrairieSurvey”);and(c)withrespecttotheAmericanBeechProject,a pro forma version of the American Beech Title Policy in form and substance reasonably acceptabletotheRequiredLenders(the“AmericanBeechProForma”)andadraft pre-construction ALTA/NSPS Land Title Survey depicting the Bluebird Site, otherwise in form and substance reasonablyacceptable to the Required Lenders (the “American Beech Survey”).

(r)    Representations and Warranties.The representations and warranties of each LoanPartyin this Agreement and theotherCredit Documents to which it is apartyshall betrue and correct in all material respects as of the Financial Closing 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 Financial Closing Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(s)    Due Diligence.The Lenders and the Independent Engineer shall have satisfactorily concluded their legal, financial and technical due diligence review of the Loan Parties, the Projects, the Project Documents and the Permits.

(t)    Minimum EquityCommitment.Thetotal EquityContribution shall beequal to or greater than the Minimum Equity Commitment.

(u)    UCC Reports.Administrative Agent shall have received a Form UCC-11 report (or similar report) dated no earlier than ten (10) Business Days prior to the Financial Closing Date for each jurisdiction in which the UCC-1 financing statements are to be filed in respect of the personal property Collateral, the American Beech Mortgage, the Bluebird Mortgage or the Prairie Mortgage, showing that, upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), the securityinterests created under theSecurityDocumentswillbepriortoallotherfinancingstatements,fixturefilings,mortgages, deeds of trust or other security documents of record in respect of the Collateral (subject only to Permitted Liens that, pursuant to Applicable Law, are entitled to ahigherprioritythanthe Liens granted by the Security Documents).

(v)    Filing and Recordation of Security.All Liens contemplated by the Security Documents to be created and perfected by filing or recording in favor of Collateral Agent pursuant to the Security Documents shall have been perfected, recorded (or deemed recorded) and/or filed (or customary arrangements for such recordation and/or filing promptly after the Financial Closing Date shall have been made) in the appropriate jurisdictions, shall be in full

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force and effect and shall constitute valid and enforceable first-priority Liens (subject to Permitted Liens).Administrative Agent shall have received evidence that the UCC financing statements to be filed as of the Financial Closing Date necessary to effect the foregoing have been duly filed and recorded (or will be filed and recorded on or around the Financial Closing Date), as applicable, in respect of the Collateral under the SecurityDocuments andotherwise as required under the Security Documents.

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

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

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

(z)    Flood Hazard Deliverables. Administrative Agent shall have received copies of any required Flood Documents for each parcel which constitutes a portion of the Site and on which an improvement is located.

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

(bb)    IndependentEngineer’sDrawdownDeliverables.

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

(ii)    TheIndependentEngineerapplicabletotheAmericanBeechProjectshall haveprovidedtheAdministrativeAgent with acertificateofsuch Independent Engineer, in substantially the form of ExhibitF-2B(i)at least three(3) Business Days before the dateoftherequestedBorrowingofaConstructionLoanorBridgeLoanthatisaSOFR Loanor(ii)atleastone(1)BusinessDaybeforethedateoftherequestedBorrowingofa Construction Loan or Bridge Loan that is a Base Rate Loan.

(iii)    The Independent Engineer applicable to the Prairie Project shall have provided the Administrative Agent with a certificate of such Independent Engineer, in substantiallythe form of ExhibitF-2B(i)atleastthree(3) Business Daysbeforethedate

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of the requested Borrowing of a Construction Loan or Bridge Loan that is a SOFR Loan or (ii)at least one(1) Business Day before the date of the requested Borrowing of a Construction Loan or Bridge Loan that is a Base Rate Loan.

(cc)    Available Construction Funds.After taking into consideration the Borrowingbeing requested, the Available Construction Funds shall not be less than the aggregate unpaid amount ofProject Costsestimated bytheBorrowertocauseCompletiontooccurwithrespectto each of the Projects that has not yet achieved Completion, in accordance with all Applicable Laws and the Project Documents, not later than such Project’s applicable Project Completion Date, as certified by the Independent Engineer with respect to each Project.

(dd)    Microsoft Notice. The notice required to be delivered to the Power Purchaser pursuanttoSection2.5(a)(ii)oftheAmericanBeechPowerPurchaseAgreementshallhavebeen delivered concurrently with the Financial Closing Date.

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

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

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

Section6.2.  Conditions Precedent to Each Construction Loan Borrowing, each Bridge Loan Borrowing and each Upsize Bridge Loan Borrowing.In addition to the conditions set forth in Section6.1(which are required to be satisfied solely in connection with the first BorrowingofConstructionLoans,UpsizeBridgeLoansandBridgeLoans),theobligationofthe Construction Lenders, Upsize Bridge Lenders and the Bridge Lenders to effect or permit any Borrowing of Construction Loans, Upsize Bridge Loans and Bridge Loans, as applicable (other than pursuant to Section2.5(d)), is subject to the prior satisfaction of each of the following applicable conditions (to the extent such conditions are Project specific, with respect to the Project(s) for which a Borrowing is requested) (unless waived in writing by the Administrative Agent with the consent of the Required Lenders):

(a)    Noticeof Borrowing; Borrower’s Drawdown Certificate.

(i)    The Borrower shall have delivered a Notice of Construction Loan Borrowing and/or Notice of Upsize Bridge Loan Borrowing and/or Notice of Bridge LoanBorrowingtotheAdministrativeAgentinaccordancewiththeproceduresspecified in Section2.1(b), Section2.2(b)or Section2.3(b), as applicable, together with all attachments thereto in form and substance reasonably satisfactory to the Construction Lenders.

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(ii)    Not less than three (3) Business Days prior to the date of the requested Borrowing, the Borrower shall provide the Administrative Agent and the Independent Engineer with a certificate in substantially the form of Exhibit F-2A, signed by an Authorized Officer of the Borrower, with all applicable attachments (the “Borrowing Date Certificate”); provided that, with respect to the first Borrowing of Construction Loans on the Financial Closing Date, deliveryshall be required on the FinancialClosing Date.

(b)    IndependentEngineer’sDrawdownDeliverables.

(i)    Not less than three (3) Business Days prior to the date of the requested Borrowing, or such shorter time acceptable to the applicable Independent Engineer to complywith Section6.2(b)(ii), the applicable Independent Engineer shall have reviewed the Borrower’s certificates and supporting invoices related to Project Costs in excess of $500,000, or other evidence of payment and other information referred to in the Borrower’s Borrowing Date Certificate.

(ii)    The Independent Engineer shall have provided the Administrative Agent withacertificateofsuchIndependentEngineer,insubstantiallytheformofExhibitF-2B(i)at least three(3) Business Days before the date of the requested Borrowing of a Construction Loan, Upsize Bridge Loan or Bridge Loan that is a SOFR Loan or (ii)at least one(1) Business Daybefore the date of the requested Borrowing of a Construction Loan, Upsize Bridge Loan or Bridge Loan that is a Base Rate Loan.

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

(d)    Available Construction Funds.After taking into consideration the Borrowing being requested, the Available Construction Funds shall not be less than the aggregate unpaid amount ofProject Costsestimated bytheBorrowertocauseCompletiontooccurwithrespectto each of the Projects, in accordance with all Applicable Laws and the Project Documents, not later than each Project’s applicable Project Completion Date, as certified by the Independent Engineer.

(e)    Lien Waivers.(i)For each invoice for on-site construction work that creates a mechanics’ or materialmen’s lien under Applicable Law in respect of such Project(s) that is in excess of five hundred thousand Dollars($500,000), the Administrative Agent shall have received a duly executed conditional waiver and release or a lien subordination instrument, in each case effective upon payment, to release or subordinate, as applicable, all mechanics’ and materialmen’sliensinrespectoftheworkcoveredbytheapplicableinvoice,inaform enforceable under Applicable Law, and (ii)other than Permitted Liens, there has not been filed against, or served upon, the Borrower or the Project Companies any Lien or any notice of or application for any Lien with respect to the Projects.

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(f)    Representations and Warranties.The representations and warranties of each LoanPartyin this Agreement and theotherCredit Documents to which it is apartyshall betrue and correct in all material respects as of the date of such Credit Event (or, ifstated tohavebeen 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 date of such Credit Event (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

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

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

(i)    Minimum EquityCommitment.Thetotal EquityContribution shall beequal to or greater than the Minimum Equity Commitment.

(j)    Operative Documents.Each Operative Document required to be executed and delivered on or prior to the date of such Borrowing shall be in full force and effect, without materialchangeoramendmentsincetheFinancialClosingDate,exceptaspermittedpursuantto Section 8.13, Section 8.18, or Section 12.20, as applicable.

(k)    Payment of Fees.All amounts then required to be paid by the Borrower to, or deposited by the Borrower with, Administrative Agent or any Lender under the Credit Documents, and all actual taxes and reasonable and documented out-of-pocket fees and costs then due and payable by the Borrower in connection with the execution, delivery, recordation and filing of the documents and instruments required to be filed as a condition precedent in this Section6.2in respect of the requested Borrowing, shall have been paid in full or shall be paid concurrently with, including with the proceeds of, such Borrowing.

(l)    Title Policy Update. Other than with respect to the first Borrowing of Loans, (i) prior to any Permitted Disposition described in clause (k) of the definition thereof involving the Bluebird Project, within fortyfive (45) days prior to such Borrowing and (ii) from and after any such Permitted Disposition, within thirty (30) days prior to such Borrowing, Administrative Agent shall have received evidence from the Title Insurer that an updated title search has been conducted and no new documents have been recorded in the official records impacting the applicable Project Site(s) that would constitute a Lien other than a Permitted Lien.

(m)    FinancialClosingDate.TheFinancialClosingDateshallhaveoccurred.

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

(o)    Tax Equity. To the extent that a Tax Equity Arrangement or Tax Credit Transfer Arrangement (other than a Tax Credit Transfer Agreement (Class A)) is in effect withrespect to

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a Project, (i) no event has occurred that would preclude any of the applicable Project Group Members from fulfilling the conditions precedent to the SC Funding Date on or prior to the Project Completion Date, (ii) to the extent that a Tax Credit Transfer Arrangement is in effect with respect to such Project, no event has occurred that would preclude any of the applicable Project Group Members from fulfilling the conditions precedent to the payment date under the Tax Credit Transfer Documents on or prior to the Project Completion Date and (iii) the aggregate capital contributions to be made by the applicable Tax Equity Investors under the applicable Tax Equity Documents or the aggregate payments to be made by the applicable Tax CreditBuyersundertheapplicableTaxCreditTransferDocuments,asapplicable,arereasonably expected to be sufficient to repay all outstanding Bridge Loans and Upsize Bridge Loans (together with all Bridge Loans and Upsize Bridge Loans expected to be drawn) with respect to the applicable Project by the applicable Maturity Date.

Section6.3.Conditions Precedent to each LC Credit Event.The obligation of each LC Issuer to consummate any LC Credit Event is subject to delivery by the Borrower to the AdministrativeAgentofacertificatecertifyingthepriororconcurrentsatisfactionofeachofthe following:

(a)    Representations and Warranties.The representations and warranties of each LoanPartyin this Agreement and theotherCredit Documents to which it is apartyshall betrue and correct in all material respects as of the date of such LC Credit Event (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such 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 date of such LC Credit Event (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(b)    No Default or Event of Default.No Default or Event of Default shall have occurred and be continuing or would occur as a result of such LC Credit Event.

(c)    Application.In respect of a request for the issuance or amendment of a Letter of Credit, the Administrative Agent shall have received a request for such issuance or amendment, as applicable.

Section6.4.No Approval of Work.The making of any Loan, or issuance of any Letter of Credit,hereundershall not bedeemedanapproval oracceptancebytheAdministrativeAgentor the Lenders of any work, labor, supplies, materials or equipment furnished or supplied with respect to any Project.

SECTION7.AFFIRMATIVECOVENANTS.

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

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Section7.1.Compliance with Applicable Laws and Governmental Approvals.The Borrower shall, and shall cause each Project Group Member to, comply (i) in all material respectswithApplicableLaws(includingapplicableEnvironmentalLawsandERISA),(ii)inall materialrespectswithMaterialGovernmentalApprovalsand(iii)withallapplicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.The Borrower shall, and shallcauseeachProjectGroupMembertoprocure,maintainandcomplyinallmaterialrespects, or cause to be procured, maintained and complied with in all material respects, all Applicable Permits required for the Projects or any part thereof.The Borrower shall provide the Administrative Agent (acting for itself and on behalf of the Lenders) with any information reasonablyrequested bythe Administrative Agent regarding the Borrower or anyProject Group Member as necessary for the Administrative Agent and Lenders to comply with all applicable Anti-MoneyLaundering Laws and Sanctions.The Borrower shall, and shall cause each Project Group Member to, continue to implement and maintain, or remain subject to, policies and procedures designed to promote and achieve compliance with applicableAnti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

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

Section 7.3.Taxes.

(a)    The Borrower shall, and shall cause each Project Group Member to, pay and discharge all material Taxes owed by it before such Taxes become delinquent, except those subject to a Good-Faith Contest.Each Project Group Member shall file all income and all materialnon-incomeTax Returnsrequiredtobefiledinanyjurisdiction.Borrowershallremain a “disregarded entity”, and shall cause each other Project Group Member to remain a “disregarded entity”(or with respectto each HoldCo, a“disregarded entity”orapartnership),in each case, for U.S. federal income tax purposes.

(b)    The Borrower (or if it is a disregarded entity, its owner for U.S. federal income tax purposes) shall, and shall cause each other Project Group Member (or if it is a disregarded entity, its owner for U.S. federal income tax purposes) to, remain a U.S. Person not subject to withholding under Section 1445 andSection 1446 of theCode (otherthan anysuch withholding in respect of a Class A Member).

(c)    The Borrower shall ensure that (i) each Project will at all times be located in its entirety in the United States; (ii) no assets, property or equipment included in a Project (other than deminimis amounts)willhavebeenused byanyPersonpriortobeingplaced inservicefor U.S. federal income taxpurposes as part of such Project (other than in connection with thestart-up, testing and commissioning of such Project); and (iii) no portion of any Project will become“tax-exemptuseproperty”withinthemeaningofSection168(h)oftheCode(otherthan as a result of any Tax Equity Investor’s ownership in the applicable Holdco).

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(d)    In the event any HoldCo receives a notice of final partnership adjustment under Section 6231(a)(3) of the Code that would, with the passing of time, result in an “imputed underpayment” (as that term is used in Section 6225 of the Code) imposed on such HoldCo, Borrower shall, or shall cause such HoldCo within thirty(30) days after the date of such notice, to(x)timelyelectpursuanttoSection6226oftheCodetomakeinapplicabletosuchHoldCothe requirements in Section 6225 of the Code to pay the “imputed underpayment” as that term is used in that section, (y) comply with all of the requirements and procedures required in connection with such election, and (z) provide evidence of such election to Administrative Agent; provided that no such election shall be required, if, with respect to a HoldCo, (i) the Borrower confirms in writing that the member responsible for the associated underpayment has agreed to make a capital contribution to the HoldCo in the full amount of the imputed underpayment and (ii) the Collateral Agent is satisfied with such member’s credit (taking into account any credit support offered at the time).

(e)    To the extent a Project is not “placed in service” for U.S. federal income tax purposes by December 31, 2025, and the Beginning of Construction Requirements are not otherwise satisfied, the Borrower shall ensure (or cause each applicable HoldCo to ensure) that such Project complies with the prevailing wage and apprenticeship requirements set forth in Sections 48(a)(10) and 48(a)(11) of the Code, including by making any correction and penalty payments described in Sections 48(a)(10) and 48(a)(11) of the Code, if applicable; provided, that, for any Project not “placed in service” for U.S. federal income tax purposes by December 31,2025,theBeginningofConstructionRequirementswillbedeemedtonothavebeensatisfied unless the Borrower delivers to the Administrative Agent and each of the Required Lenders by December 31, 2025, a legal opinion of nationally recognized tax counsel selected by Borrower and reasonably acceptable to the Administrative Agent that the Beginning of Construction Requirements “should” be satisfied.

Section7.4.Maintenance of Existence.Except for Permitted TE/TC Reorganizations or as otherwise permitted by Section8.4, each Project Group Member shall preserve and maintain in full force and effect (a)its legal existence under the laws of the State of its formation or incorporation (as applicable), (b)all rights, privileges and franchises necessary in the normal conduct of its business and (c)all rights, privileges and franchises necessary to be maintained and preserved by it for the ownership, development, construction, financing, operation and maintenance of anyProject andperform andobserve all ofits respectivematerial covenants and obligations contained in each Operative Document to which it is a party.

Section7.5.Use of Proceeds and Project Revenues.The proceeds of the ConstructionLoans shall be used solely to pay Project Costs (including any budgeted contingencies) and the Closing Date Distribution Payment, and the proceeds of the Bridge Loans and Upsize Bridge Loans shall be used solely to pay Project Costs (including any budgeted contingencies) and the Closing Date Distribution Payment.The proceeds of any LC Loan shall be used solely to pay ReimbursementObligationsinrespectofLettersofCreditasprovidedinSection2.4(c).Letters ofCreditshallbeissuedsolelytosatisfyaProjectGroupMember’screditsupportobligationsin connection with any of the Projects.

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Section7.6.Books andRecords; Inspection.

(a)    EachProject GroupMembershall maintainseparatebooks of record andaccount in conformity with, in all material respects, GAAP.Each Project Group Member shall keep books, records and accounts which, in reasonable detail, accurately reflect, in all material respects, alltransactions anddispositions ofassets.NoProjectGroupMembershallcommingle its funds with those of any other Affiliate who is not a Project Group Member.Each Project Group Member shall cause the liabilities of such Project Group Member to be readily distinguishable from the liabilities of each other Project Group Member and any other Affiliate of anyProject Group Member.Each Project GroupMembershall conduct itsbusiness solelyin its own name in a manner not misleading to otherPersons as to its identityand shall correct any known misunderstanding regarding its separate identity.Each Project Group Member shall obtain proper authorization from members, directors and managers if and to the extent required by its limited liability company agreement for all of its limited liability company actions.Each ProjectGroupMembershallcomplyinallmaterialrespectswithanyseparatenessprovisionsset forth in its Organizational Documents.Notwithstanding the foregoing, de minimis breaches of this Section7.6(a)that (a)are not in the aggregate, misleading as to the identity of a Project GroupMember,(b)donotcallintoquestiontheseparatenessasalegalentityofaProjectGroup Member from its affiliated entities, and (c)otherwise do not undermine the purpose intended to be served by the requirements of this Section7.6(a), shall not be deemed a breach of thisSection7.6(a).

(b)    The Project Group Members shall, upon reasonable prior notice, permit and arrange for the Lenders and any agents or representatives of the Lenders, as the Lenders may desireduringnormalbusinesshoursandsubjecttothetermsandconditionssetforthin Section12.33, to: (i)conduct reasonable inspections and examinations of anyproperties andthe books and records of the Project Group Members and, during any period in which a Default or EventofDefaulthasoccurredandiscontinuing,makecopiesofsuchbooksandrecords;and (ii)discuss the affairs, finances and accounts of the Project Group Members with the principal officers of the Project Group Members (which officers the Project Group Members shall make reasonablyavailable) and their respective auditors; provided that so long as no Default or Event of Default hasoccurredand iscontinuing,thereshall benomorethanone(1)inspection ofeach Site in any calendar year and one(1) inspection of the offices of the Project Group Members (collectively) in any calendar year at the Borrower’s expense; provided, further, that any inspection conducted after the occurrence and during the continuance of a Default or Event of Default shall be at the Borrower’s expense.

(c)    The Independent Engineer shall have the right to visit and inspect the Projects from time to time.For the avoidance of doubt, the Independent Engineer shall have the right to witness from time to time the construction, installation, testing, start-up, commissioning and operation of any Project.

Section 7.7.    PreservationofRights;FurtherAssurances.

(a)    The Borrower shall diligently preserve, protect, enforce, pursue and defend, and causeeachProjectGroupMembertopreserve,protect,enforce,pursueanddefend,itsrespective

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material rights under each and every Project Document and, prior to the applicable SC Funding DateorfinalPaymentDate,anythen-effectiveTaxEquityDocument,TCStructureDocumentor Tax Credit Transfer Document, including, if appropriate in the reasonable business judgment of such Project Group Member, prosecution of suits to enforce any right of such Project Group Member thereunder and enforcement of any claims with respect thereto, in each case to the extent deemed commercially reasonable by the Borrower.

(b)    The Borrower shall, at its own cost and expense, cause to be taken, executed, acknowledgedanddeliveredallsuchfurtheracts,documents,informationandassurancesasmay be necessaryin order to carryout the intent and purposes of this Agreement, the other Operative Documentsand thetransactionscontemplatedherebyandthereby,includingsuchinformationas may be reasonably requested by any Lender from time to time.The Borrower shall take, or cause to be taken, all action required to maintain and preserve the Liens created by the Security Documents and the priority and perfection of such Liens.Further, the Borrower shall take, or cause to betaken, all action required to maintain (i) theapplicableProject Company’s interest in theSitespursuanttotheRealPropertyDocuments,subjectonlytoPermittedLiens,and(ii)good and valid title to, or leasehold or easement interests in, all of its other material properties and assets, subject to Permitted Liens and dispositions not prohibited hereby.The Borrower shall from time to time execute or cause to be executed any and all further instruments (including financingstatements,continuationstatementsandsimilarstatementswithrespecttoanySecurity Document) reasonably requested by the Collateral Agent (at the written direction of the Administrative Agent) for such purposes.

(c)    If at anytimeprior to thedate aProjectCompanyisreleasedfrom itsobligations under the Security Agreement pursuant to Section 2.10(b) thereof, such Project Company shall acquire any material fee, leasehold, easement or other interest in real property other than the applicable Site that is to be utilized in connection with the applicable Project, promptly followingsuchacquisition, theBorrowershallcausetheapplicableProjectCompanytoexecute, deliver and record an amendment to the applicable Mortgage, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, subjecting such fee, leasehold, easement or other interest in real propertyto the Lien and securityinterest created by such Mortgage.

(d)    IntheeventthattheBorrowerdirectlyorindirectlyformsoracquiresanyHoldCo, Class B Member or other Subsidiary, the Borrower shall promptly cause such HoldCo, Class B Member or other Subsidiaryto becomeaguarantorand grantor under theSecurityAgreement by executing and delivering a joinder to the Security Agreement in substantially the form attached thereto and in accordance with the terms thereof.

Section 7.8.    FinancialStatements;ReportingRequirements.TheBorrowershall:

(a)    deliver (or cause to be delivered) to the Administrative Agent within ninety (90) days aftertheendofeachapplicablefiscal year(commencingwithfiscal year2024),theaudited consolidated balance sheet and related statements of operations, stockholders’ (or members’ or partners’) equity and cash flows of each Borrower as of the end of and for such fiscal year, setting forth in comparative form the figures for the previous fiscal year (to the extent such

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figuresfromthepreviousfiscal yearweredeliveredunderthis Section7.8(a)),allreportedonby an independent public accountant of recognizednationalstanding (without a “going concern”or like qualification or exception and without any qualification or exception as to the scope of the auditonwhichsuchopinionisbased,otherthananyexceptionwithrespectto,orresultingfrom, an upcoming maturity date of Indebtedness that is scheduled to occur within one(1) year from the time such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations, stockholders’ (or members’ or partners’) equity and cash flows of such Borrower in accordance with GAAP;

(b)    deliver(orcausetobedelivered)totheAdministrativeAgentwithinforty-five (45) days after the end of each of the first three(3) fiscal quarters of each applicable fiscal year (commencing with the first full fiscal quarter following the Financial Closing Date), the unaudited consolidated balance sheet and related statements of operations, stockholders’ (or members’ or partners’) equity and cash flows of each Borrower for such fiscal quarter in accordance with GAAP setting forth in comparative form the figures for (or, in the case of the balancesheet,asoftheendof)thecorrespondingperiodorperiodsofthepreviousfiscalyear(to theextentsuchfiguresfromthepreviousfiscalyearweredeliveredunderthisSection7.8(b)),all certified by an Authorized Officer of such Borrower as presenting fairly in all material respects the financial position and results of operations, stockholders’ (or members’ or partners’) equity and cash flows of the Borrower in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

(c)    deliver (or cause to be delivered) to the Administrative Agent, concurrently with any delivery of any financial statements under clause(a)or (b)of this Section 7.8, a certificate executedbyanAuthorizedOfficeroftheBorrower(i)certifyingastowhetheraDefaultorEvent of Default has occurred that is continuing and, if a Default or Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered audited financial statements which results inachangetothefinancialstatementsaccompanyingsuchcertificateand,ifanysuchchangehas occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d)    during the period commencing on the Financial Closing Date and ending on the date Completion of each Project occurs, deliver to the Administrative Agent within thirty(30) days after the end of each month, a report for each Project in substantiallythe form required by theEPCContractforsuchProject(asrevisedorsupplementedtoincludetheitemsinclauses(ii) and(iii)),describinginreasonabledetail(i)theprogressoftheconstructionofsuchProjectsince the last prior report hereunder, (ii) the actual constructiontimeline compared to the construction schedule and anycauses of delays, (iii) Project Costs spent in comparison tothebudget and any causes of overruns, together with copies of all Applicable Permits, and any material amendments, supplements orothermodifications to anyApplicablePermit previouslydelivered, received byanyProject Group Member since the such prior construction report; and

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(e)    during the period commencing on the date Completion of each Project occurs, delivertotheAdministrativeAgentwithinthirty(30)daysaftertheendofeachcalendarquarter, a report for each Project in form and substance reasonably acceptable to the Administrative Agent,describinginreasonabledetailtheoperationofsuchProjectsincethelastreportdelivered hereunder, together with copies of all newly obtained Applicable Permits, and any material amendments, supplements or other modifications to anyApplicable Permit previouslydelivered, receivedbyanyProjectGroupMembersincethelastpriorconstructionreportoroperatingreport delivered hereunder.

Section7.9.Notices of Material Events.The Borrower will furnish (or caused to be furnished) to the Administrative Agent written notice, which shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto (if any), of the following within five(5) Business Days after the Borrower obtains Knowledge thereof (or such other time period set forth below):

(a)    the occurrence of anyevent or condition which constitutes (i)a Default or (ii)an Event of Default;

(b)    any material filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any Project Group Member;

(c)    anymaterialactualorthreatened(inwriting)EnvironmentalClaimbyanyPerson against, or with respect to the activities of, the Borrower, any Project Group Member or any Project and any material violation or alleged violation of or material non-compliance with any Environmental Laws or any Governmental Approvals;

(d)    theoccurrenceof,ortheexecutionofanyagreementprovidingfor,anyChangein Control or transfer of direct ownership interest in the Borrower (other than pursuant to a Tax Equity Arrangement);

(e)    theexistenceofanymaterialERISAEvent;

(f)    the occurrence of any other development that has resulted in, or the Borrower believes in good faith would result in, a Material Adverse Effect;

(g)    any dispute, litigation, action or proceeding pending or, to the Knowledge of the Borrower,threatenedinwritingagainstanyProjectGroupMember(includingbyany Governmental Authority) and (i) involving claims against any Project Group Member or in connectionwithanyProject(x)inexcessofonemillionDollars($1,000,000)individuallyortwo million Dollars ($2,000,000) in the aggregate outstanding in any fiscal year or (y) otherwise seeking to materially impair, restrain, prohibit, suspend or invalidate any of the Project Documents, any of the Credit Documents or any of the Applicable Permits or (ii) involving any material injunctive, specific performance or other equitable relief or any admission of any violation of law, in each case, that, if obtained, would result in anycurtailment, forced outage or

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impairingdeliveries of electrical production from anyProject that would reasonablybe expected to last more than forty-eight (48) consecutive hours, such notice to include copies of all papers filed in such litigation, action or proceeding and to be given monthly if any such papers have been filed since the last notice given;

(h)    any Casualty Event, Event of Eminent Domain or other event in which losses or damages in connection with any Project exceed one million Dollars ($1,000,000) for any one event;

(i)    any written notice of cancellation or material change in the terms, coverages or amounts of any insurance described in Section 7.2;

(j)    any termination, notice of event of default, notice of force majeure or other material notice given or received byanyProject Group Member under anyProject Document;

(k)    a copy of (i) the executed “Substantial Completion Certificate” for each Project under and as defined in the applicable EPC Contract and (ii) a copy of the notice of the actual Commercial Operation Date for each Project (as defined in the applicable Power Purchase Agreement);

(l)    any written notice or legal process given to any Project Group Member (but not the public) from FERC, any State PUC, NERC or under the Interconnection Agreements that could reasonably be expected to materially and adversely affect any Project Company’s EWG status or MBR Authority, or materially and adverselyaffect the abilityof the applicable Project Company to sell electricity from its Project;

(m)    priortoCompletionofaProject,anyamendment,modification,waiverorchange order to any Project Document;

(n)    prior to the Completion of a Project, any event or circumstance that could reasonably be expected to result in Completion of such Project occurring after such Project’s respective Project Completion Date;

(o)    after Completion of a Project, the occurrence of any event or circumstance that could reasonably be expected to cause such Project’s Operating Costs in any fiscal year to exceed, by more than ten percent (10%) the Operating Costs (excluding taxes and the costs of required insurance) for such Project set forth in the prior year’s Annual Operating Budget for suchProject,orwithrespecttothefirstfullyearfollowingSubstantialCompletion,bymorethan ten percent (10%) the Operating Costs (excluding taxes and the costs of required insurance) for such Project projected for such year in the Base Case Model; and

(p)    promptly following (i) a Tax Equity Closing Date, copies of the executed Tax Equity Documents, applicable Interparty Agreement and applicable Funding Date Guaranty, if any, (ii) a TC Structure Effective Date, copies of the executed TC Structure Documents, applicable Interparty Agreement and applicable Funding Date Guaranty, if any and (ii) a Tax Credit Transfer Effective Date, copies of executed Tax Credit Transfer Documents.

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Section7.10.Delivery of Certain Documents.The Borrower will furnish (or cause to be furnished) to the Administrative Agent the following within the applicable time period set forth below:

(a)    promptly, but in no event later than thirty(30) days, after the receipt or delivery thereof by any Project Group Member, copies of (i) Additional Project Documents required and obtained or entered into after the Financial Closing Date; (ii)any amendment, supplement or other modification to, or waiver of, any Project Document; (iii)all material notices relating to any Project received by any Project Group Member from anyGovernmental Authority; and (iv) any recently issued Permits, to be delivered at the time construction and operating reports are delivered.For the avoidance of doubt, this paragraph(a)does not require the Borrower to deliver (or cause to be delivered) amendments, supplements ormodifications to Permits that are not Applicable Permits (whether or not listed on Schedule5.12to this Agreement), communications to or from a Governmental Authority, materials submitted to a Governmental AuthoritytocomplywithanApplicablePermit,communicationswithGovernmentalAuthorities for thepurpose of confirmingcompliance, orothersimilarcorrespondencewith aGovernmental Authority to the extent that such communications, submissions or correspondence are not an amendment, modification or waiver of the requirements of an Applicable Permit; provided that, if reasonably requested by Lenders, the Borrower shall provide (or cause to be provided) such information within thirty (30) days of receipt of Lenders’ request;

(b)    use commercially reasonable efforts to cause each counterparty to an Additional Project Document (other than IRB Documents) entered into by the Borrower to execute and deliver to Administrative Agent a Consent in respect of such Additional Project Document;

(c)    promptly, but in no event later than five (5) Business Days, after receipt of a written request from any Lender, copies of any report provided by a Project Group Member in satisfaction of a condition precedent to a Tax EquityClosing Date, a capital contributionbyany Tax Equity Investor under any Tax Equity Documents or as required to be delivered under TC Structure Documents or Tax Credit Transfer Documents; and

(d)    concurrently with or promptly following the execution of each HoldCo LLCA, applicable Opco Borrower shall deliver to Collateral Agent original physical membership certificates or other instruments evidencing (i) thesuchOpco Borrower’s ownership of one hundredpercent(100%)oftheownershipinterestsintheapplicableClassBMemberand(ii)the applicableClassBMember’sownershipofonehundredpercent(100%)oftheapplicable ClassB Membership Interests (as defined in the applicable HoldCo LLCA) in the applicable HoldCo, in form and substance reasonably acceptable to the Lenders and accompanied by duly executed instruments of transfer or assignment and irrevocable proxies with respect to such membership interests;

(e)    concurrently with or promptly following the assignment of the membership interests in a Project Company from the Devco Borrower to the applicable HoldCo, the applicable Opco Borrower shall deliver to the Collateral Agent original physical membership certificates or other instruments evidencing the applicable HoldCo’s ownership of one hundred percent (100%) of the ownership interests in the applicable Project Company, in form and

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substance reasonably acceptable to the Lenders and accompanied by duly executed instruments oftransferorassignmentandirrevocableproxieswithrespecttosuchmembershipinterests,and, following receipt of such certificates or other instruments, the Collateral Agent shall have returned to the Devco Borrower or destroyed (at the Devco Borrower’s sole discretion) the originalphysicalmembershipcertificates,togetherwiththedulyexecutedinstrumentsoftransfer or assignment and irrevocable proxies, with respect to the Devco Borrower’s one hundred percent (100%) of the ownership interests in the applicable Project Company.

Section 7.11.Electronic Delivery.Financial statements, opinions of independent certified public accountants, notices, documents, agreements, other information and Officer’s Certificates thatarerequiredtobedeliveredbytheBorrowerpursuanttoSection 7.8,Section 7.9, Section7.10andSection8.7shallbedeemedtohavebeendeliveredifthedocumentsrequiredto be delivered are: (a) delivered to the Administrative Agent by e-mail; (b) timelyposted byor on behalfoftheBorroweronaSharePoint,IntralinksorDebtdomain(orequivalent)website;or (c)made available on its homepage on theinternet; provided,however, that upon request of the Administrative Agent to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Borrower will promptly deliver such paper copies or deliver them bye-mail, as the case maybe, to the Administrative Agent.

Section7.12.BeneficialOwnership Certification.The Borrowershall furnishto anyLender, promptlyupontherequestofsuchLenderortheAdministrativeAgent onsuchLender’sbehalf, (a)anupdatedBeneficialOwnershipCertificationwithrespecttoitselforanyLoanPartyor (b)to the extent applicable, a certification that there has been no change in facts which would render a previously delivered Beneficial Ownership Certification to be untrue, incomplete or misleading.

Section7.13.Regulatory Status.The Borrower shall cause each Project Company to take or cause to be taken all necessary actions and make all necessary filings so that such Project Company(a)obtainsEWGstatusonorpriortothedateelectricenergy(includingtestenergy)is first generated by its respective Project and maintains its status as an EWG thereafter (to the extent consistent with Applicable Law); provided, however, that the Project Companies may obtain an exemption from regulation under PUHCA equivalent to that provided byEWG status and provide an opinion of counsel reasonably satisfactory to Administrative Agent and the Required Lenders that EWG status is no longer required, and (b) obtains MBR Authority on or priortothedate electric energy(includingtest energy)is firstgeneratedbyitsrespectiveProject and maintains its MBR Authority in full force and effect thereafter.

Section7.14.Operation of Project.The Borrower shall cause each Project Company to operate and maintain the Project owned by such Project Company, or cause such Project to be operated and maintained, in all material respects in accordance with Prudent IndustryPractices, theapplicableAnnualOperatingBudget,allApplicableLawsandapplicablerequirementsofthe applicable Operative Documents.

Section7.15.Construction of Project; Completion.The Borrower shall make or cause to be made all contracts and do or cause to be done all things necessary for each Project to be constructed, expanded, improved and equipped and to achieve Completion on or before each

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Project’srespectiveProjectCompletionDate,inaccordancewithPrudent IndustryPractices,the applicable Operative Documents, the applicable Project Budget and the applicable Project Schedule.

Section7.16.SpecialProceeds.

(a)    Until each Project’s HoldCo Effective Date, if any Project Group Member receives any amount of Loss Proceeds, the Net Cash Proceeds thereof shall be deposited in the Loss Proceeds Account in accordance with the Depositary Agreement. From and after each Project’s HoldCo Effective Date, if any Project Group Member receives any amount of Loss Proceeds, the Net Cash Proceeds thereof shall be deposited in the Revenue Account.

(i)    In the event that the aggregate Loss Proceeds in respect of any Casualty Event or Event of Eminent Domain is less than or equal to five million Dollars ($5,000,000), the Net Cash Proceeds of such amounts shall be made available to the applicableProjectCompanyfromtimetotimeattherequestoftheBorrowerandshallbe applied by such Project Company to the Restoration of the applicable Project (including to reimburse any Affiliate of the Borrower for payments made by such Affiliate with respect to such Restoration in advance of receipt by a Project Group Member of the applicable Net Cash Proceeds), and any amount remaining with respect to such event following such Restoration shall be used to make a prepayment of Loans pursuant to Section 2.8(b)(i)(1).

(ii)    (A) In the event that the aggregate Loss Proceeds in respect of any Casualty Event or Event of Eminent Domain exceed five million Dollars ($5,000,000), the amounts to be made available to the applicable Project Companyto be applied to the Restoration of the applicable Project (including to reimburse any Affiliate of the Borrower for payments made by such Affiliate with respect to such Restoration in advanceofreceiptbyaProjectGroupMemberoftheapplicableNetCashProceeds)shall only be remitted to such Project Company following prior satisfaction of the following conditions:deliverytotheCollateralAgentandtheLendersofacertificate,signedbythe Independent Engineer stating that (1) the Borrower’s plans and specifications and schedule for the Restoration are technically feasible and (2) the amounts attributable to such event on deposit in the Loss Proceeds Account or Revenue Account are sufficient (together with all other monies reasonably expected to be available to the Borrower) to Restore the applicable Project and pay all applicable Project Costs (including any reimbursementstoAffiliatesoftheBorrower),OperatingCostsandDebtService;and (B) ifsuch Loss Proceeds inrespect ofsuch CasualtyEvent orEvent ofEminent Domain exceedtwentymillionDollars($20,000,000),theamountsattributabletosucheventtobe made available to the applicable Project Company from the Loss Proceeds Account or Revenue Account to be applied to the Restoration of the applicable Project (including to reimburseanyAffiliateoftheBorrowerforpaymentsmadebysuchAffiliatewithrespect to such Restoration in advance of receipt by a Project Group Member of the applicable Net Cash Proceeds) shall onlybe remitted to such Project Companyfollowing receipt of thepriorwrittenconsentoftheRequiredLenders.Anyamountremainingwithrespectto

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such event in a Borrower Account following such Restoration shall be used to make a prepayment of Loans pursuant to Section 2.8(b)(i)(1).

(iii)    In the caseofthe foregoingclause(i)or clause (ii)(A),the Borrowershall have one hundred eighty(180) days to reinvest such Net Cash Proceeds before the Borrower is required to make a prepayment of Loans pursuant to Section 2.8(b)(i)(1).

(b)    Notwithstanding anything in this Agreement to the contrary, following the SC Funding Date with respect to aProject, if anyProject GroupMember receives (i) anyamount of LossProceedsor(ii)anyamountofAssetDispositionProceeds,theBorrowershallbepermitted to cause the applicable Class B Member, applicable HoldCo and applicableProjectCompanyto addresstheunderlyingcircumstancesgivingrisetotheapplicableprecedingclause(s)(i)and(ii)in accordance with and manage related cash as required bythe applicable HoldCo LLCA.

Section7.17.HedgingRequirements.

(a)    The Opco Borrower shall, within ten (10) Business Days after the Financial Closing Date (as maybe extended with the written consent of the Administrative Agent byup to five (5) additional Business Days), enter into (including by way of assignment, transfer, novation, conversion or amendment) and maintain in full force and effect through the Maturity Date, one or more transactions under one or more Permitted Hedging Agreements for the purpose of mitigating the Borrower’s exposure to interest rate risk in connection with the Loans projectedtobeoutstandingasoftheMaturityDateasreflectedintheBaseCaseModeldelivered on the Financial Closing Date, subject to the termination of any portion of such transactions undersuchPermittedHedgingAgreementsinconnectionwithaprepaymentaspermittedherein; provided, that the aggregate notional amounts of such transactions shall correspond to at least 75% but no more than 105% of the aggregate principal amount of loans projected to be outstanding on each such date in accordance with the Base Case Model during a theoretical twenty(20)yearamortizationperiodoftheloansbeginningontheprojectedBack-LeverageDate for each Project.Each Permitted HedgingAgreement shall be in form and substance reasonably satisfactory to the applicable Permitted Hedging Counterpartyand the Opco Borrower.

(b)    The obligations of theeachOpco Borrower under each Permitted Hedging Agreement between thesuchOpco Borrower and eachPermitted HedgingCounterpartyshallbe securedatalltimesbytheSecurityDocuments,andshallrankparipassuwiththeObligationsof thesuchOpco Borrower in respect of the Loans.

Section 7.18.Annual Operating Budget.

(a)    Not less than thirty (30) days in advance of the beginning of each calendar year, the Borrower shall adopt and furnish to the Administrative Agent and the Lenders proposed Annual Operating Budgets for the Projects for such ensuing calendar year. If, for any year followingthefirstfullyear,suchproposedAnnualOperatingBudgetdoesnotexceedtenpercent (10%)oftheOperatingCosts(excludingtaxesandthecostsofrequiredinsurance)assetforthin the prior year’s Annual Operating Budget (or any agreed modification thereto thereafter), such proposed Annual Operating Budget shall be deemed to be the approved Annual Operating

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Budget for such Project for such ensuing calendar year. Otherwise, concurrently with the delivery of any such proposed Annual Operating Budget to the Lenders, the Borrower shall deliver to each Lender a comparison of the costs in such proposed Annual Operating Budget with the costs set forth in the respective Annual Operating Budget for the current calendar year andanexplanationofthereasonsforanymaterialincreaseordecreaseinanycategory,andsuch proposed Annual Operating Budget will not beadoptedwithoutthepriorwrittenapprovalofthe Required Lenders, not to be unreasonably withheld or delayed. If such proposed Annual Operating Budget is not approved (or deemed approved) by the Required Lenders within thirty (30) days after receipt thereof, the Borrower shall prepare (or cause to be prepared) a revised proposed Annual Operating Budget, which shall be submitted to the Required Lenders for their review and approval in accordance with this Section7.18(a). Until the proposed Annual Operating Budget for any such Project is approved as provided herein for a relevant calendar year,theAnnualOperatingBudgetforsuchProjectforanyyearshallbeonehundredtenpercent (110%) of the Operating Costs (excluding taxes and the costs of required insurance) of such Projectsetforthintheprioryear’sAnnualOperatingBudget(includinganyagreedmodification thereto) plus, in any such case, amounts required by Applicable Law to be paid or to ensure compliance with Section7.2. Copies of each adopted Annual Operating Budget shall be furnished to the Administrative Agent and the Lenders upon its adoption.

(b)    If,inaccordancewiththeprovisionsofanyHoldCoLLCA,theBorroweramends anyAnnual OperatingBudget afterdeliveringsuch Annual OperatingBudgetpursuant to clause (a), which amendment shall require the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall promptly deliver such amended Annual Operating Budget to the Administrative Agent and the Lenders.

(c)    The Borrower shall operate and maintain the Projects in accordance with the adopted Annual Operating Budgets, except in the case of emergency repairs or conditions that present an imminent hazardous condition or threat to the safety of persons or property and the scope of the action taken was necessary to prevent or mitigate such hazardous condition and threat to such persons and property; provided, however, that anyAnnual Operating Budget may be amended with Required Lenders’ prior written consent (which shall not be unreasonably withheld, conditioned or delayed), and in such event, the Borrower shall operate and maintain the applicable Project within such Annual Operating Budget as so amended.

Section7.19.Event of Eminent Domain.If an Event of Eminent Domain shall occur with respect to any of the Collateral, the Borrower shall, and shall cause each other Project Group Member to, (a) use commercially reasonable efforts to diligently pursue its rights to compensation against the relevant Governmental Authorityin respect of such Event of Eminent Domain, (b)not, without theprior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, compromise or settle any material claim against such Governmental Authority in respect of such Event of Eminent Domain; provided, that the Borrower shall not be required to obtain written consent of the Required Lenders to compromise or settle any claim(irrespective of the amountthereof) resulting from an Event of Eminent Domain if the Borrower has used commercially reasonable efforts to maximize the value ofsuchsettlement orcompromission to theapplicableProjectGroupMember,and(c)pay

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or apply all Net Cash Proceeds for application in accordance with Section7.16hereof and the Depositary Agreement, as applicable.Borrower consents to the participation of Administrative Agent in any proceedings resulting from an Event of Eminent Domain, and the Borrower shall from time to time deliver to Administrative Agent all documents and instruments reasonably requested byit topermit suchparticipation.Notwithstandinganythinginthis Section7.19to the contrary, from and after the HoldCo Effective Date with respect to a Project, to the extent the applicable HoldCo LLCA conflicts with this Section7.19, the Borrower shall manage related cash (or cause the related cash to be managed) as required bythe applicable HoldCo LLCA.

Section7.20.EquatorPrinciples.TheBorrowershallcomplyinallmaterialrespectswiththe Equator Principles.

Section7.21.TCStructureDocuments.

(a)    To the extent no Tax Equity Arrangement has yet been executed in connection with a Project, then no later than sixty (60) days prior to the Mechanical Completion Date for such Project (in each case, such date, the “TC Structure Deadline”), but subject to the Lender reviewandconsentrightssetforthinclause(b)ofthisSection7.21,theBorrower,inconnection with each such Project (as applicable), shall cause to be executed (A) an equity capital contributionagreementorsimilartaxequitycommitment(whichfortheavoidanceofdoubtmay be documented in the applicable HoldCo LLCA) (the “TC ECCA”) between the applicable Class B Member and a Class A Member providing for the issuance to the Class A Member of “Class A” membership interests in the applicable HoldCo, (B) a HoldCo LLCA, which shall provide, inter alia, for the tax allocations and cash distributions to the applicable Class A Member and applicable Class B Member and (C) a contribution agreement, an assignment agreement, membership interest purchase agreement, distribution agreement, development and purchase agreement or similar agreement (such agreement together with the TC ECCA, the HoldCo LLCA and/or any other documentation (including any such assignment agreement, contribution agreement, distribution agreement or similar agreement) pursuant to which the transactions in this clause (a)may be effectuated with respect to a particular Project, as applicable, the “TC Structure Documents”), pursuant to which (x) the applicable HoldCo will acquire one hundred percent (100%) of the direct Equity Interests in the relevant Project Companynolaterthan theTCStructureDeadlineand(y)the“Class A”membershipinterests in the applicable HoldCo shall be issued to such Class A Member.The date on which the TC Structure Documents with respect to aProjectareexecuted inaccordanceherewith isreferred to herein as such Project’s “TC Structure Effective Date”.

(b)    Not less than fifteen (15) Business Days prior to a Project’s proposed TC Structure Effective Date, the Borrower shall provide materially progressed drafts of such Project’s TC Structure Documents to the Administrative Agent (fordistributiontothe Lenders), and no Project Group Member shall enter into any TC Structure Document without the prior written consent of each of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided that, in connection with the granting of any such consent by the Lenders, the Class A Member proposed to be party to any TC Structure Document shall be reasonably acceptable totheLendersandtheLendersshallhavesatisfactorily completed their

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respective “know-your-customer” requirements in respect of such Class A Member. Pending receipt of the requisite approval by all Lenders, to the extent that Borrower has complied with this Section 7.21, the Borrower’sobligations under clause (a)shall betolled for up tothirty(30) days.

(c)    Subject to the requirements of Section 7.21(b), on a Project’s TC Structure EffectiveDate,theBorrowershalldelivertotheAdministrativeAgenttrue,completeandcorrect executed copies of the TC Structure Documents for such Project, each of which shall be in full force and effect, as certified by the Borrower.

(d)    OnaProject’sTCStructureEffectiveDate,thepartiesheretoagreetoconsiderin good faith, and to execute, any amendments to the Credit Documents reasonably necessary to facilitatetheTCStructureDocumentsofsuchProjectandthetransactionscontemplatedtherein, all such amendments to be in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender.

(e)    If requested by the Borrower, prior to the first TC Structure Effective Date, the Borrower and the Lenders will in good faith negotiate and seek to agree on a form of contract regarding the purchase and sale of ITCs generated by the Projects (such form, the “Tax Credit Sale Agreement”).

(f)    Notwithstanding the foregoing or anything to the contrary contained herein, the Bluebird Project shall not be governed bythis Section 7.21unless its Tax EquityEffective Date shall not have occurred by the date that is twelve (12) Business Days prior to its Mechanical Completion Date.Ifsuch Tax EquityEffective Datehas notoccurred bysuchdate, this Section7.21shall apply to the Bluebird Project except that (a) the period of time in clause (a) shall be two (2) Business Days and (b) the period of time in clause (b) shall be ten (10) Business Days (or, to the extent the TC Structure Documents are substantially similar to documentation provided to the Administrative Agent pursuant to Section 7.24, five (5) Business Days).

Section7.22.TaxCreditTransferDocuments

(a)    If a TC Structure Effective Date occurs with respect to any Project, then the BorrowershallcausetheClassBMemberoftheapplicableHoldcocreatedpursuantto Section7.21(a)to agree to sell the ITCs generated by the applicable Project to a Tax Credit Buyer pursuant to Section 6418 of the Code by December 31 of the year in which such Project was“placed in service”, pursuant to a tax credit sale agreement and any related tax credit transfer documentation (including any guarantees entered into in connection therewith) (the “Tax Credit Transfer Documents”) substantially in the form of the Tax Credit Sale Agreement, or otherwise in form and substance reasonably acceptable to each of the Lenders (suchconsentnotbeunreasonablywithheld,conditionedordelayed).ThedateonwhichanyTax Credit Transfer Document is executed (pursuant to theterms of a Tax Credit Sale Agreement or otherwise)and delivered bytheparties thereto isreferred to hereinas the“TaxCreditTransfer Effective Date”.

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(b)    Notlessthanfifteen(15)BusinessDayspriortotheproposedTaxCreditTransfer EffectiveDate,theBorrowershallprovidemateriallyprogresseddraftsoftheTaxCredit Transfer Documents to the Administrative Agent (for distribution to the Lenders), and none of the applicable Class B Members, applicable HoldCos, or Project Companies, shall enter into such Tax Credit Transfer Documents without the prior written consent of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed). Pending receipt of the requisiteapprovalbyallLenders,totheextentthatBorrowerhascompliedwiththis Section7.22, the Borrower’s obligations under clause (a)shall be tolled for up to thirty (30) days.

(c)    Subject to the requirements of Section 7.22(b), on the Tax Credit Transfer EffectiveDate,theBorrowershalldelivertotheAdministrativeAgenttrue,completeandcorrect executed copies of the relevant Tax Credit Transfer Documents, all of which shall be in fullforce and effect, as certified by the Borrower.

(d)    InconnectionwiththeexecutionoftheTaxCreditTransferDocuments,theClass B Member shall deliver to the Lenders an updated Base Case Model that is updated to take into account onlythe terms of the Tax Credit Transfer Documents and anyamendments to the Credit Documents made pursuant to clause (e)below, which updated Base Case Model is in form and substance reasonably acceptable to the Lenders. On the basis of such updated Base Case Model, as so approved, (i) the Construction Loan Commitment, Bridge Loan Commitment and Upsize Bridge Loan Commitments shall beadjusted (but in no event shall theaggregateamount ofsuch Commitments increase), (ii) to the extent the outstanding Loans under any facility exceed the correspondingCommitments(aftergivingeffecttoclause(i)),suchLoansshallbeprepaidinthe amount of such excess, and (iii) to the extent contemplated in such updated Base Case Model, the Borrower shall cause the Sponsor to make additional equitycommitments to the Borrower.

(e)    Onthe first Tax CreditTransferEffectiveDateforanyoftheProjects,theparties hereto agree to consider in good faith, and seek to agree, any amendments to the Credit Documents reasonably necessary to facilitate the relevant Tax Credit Transfer Documents and the transactions contemplated therein, all such amendments to be in form and substance reasonablysatisfactoryto the Administrative Agent, the Collateral Agent and each Lender.

(f)    Notwithstanding the foregoing or anything to the contrary contained herein, any failure of the Borrower to cause ITCs to be sold pursuant to Section 7.22(a)shall not result in a Default or Event of Default if the Bridge Loans for the applicable Project have been repaid in full.

(g)    NoProject GroupMembershall execute a Tax CreditTransferAgreement(Class A) without the consent of the Required Lenders.

Section7.23.TaxReturnsof EachHoldCo.TheBorrowerandeachHoldCosubjecttoaTax Credit Transfer Arrangement (unless the sole Tax Credit Transfer Arrangement is a Tax Credit Transfer Agreement (Class A)) shall obtain, or cause to be obtained, an automatic extension of time to file the partnership income tax returns of such HoldCo by filing a properly completed IRS Form 7004 on or before the normal due date for filing such partnership income tax returns, which such extension shall extend the time to file such partnership income tax returns through

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the fifteenth (15th) day of September.The Borrower and each HoldCo subject to a Tax Credit Transfer Arrangement shall not file, and shall not cause to be filed, any partnership income tax returnsofsuchHoldCopriortotheduedate(takingintoaccountany extensionsthereof)for filing such partnership income tax returns.

Section7.24.TaxEquityDocuments.

(a)    At any time prior to the TC Structure Deadline, but subject to the Lender review and consent rights set forth in clause (b)of this Section7.24, (i) the Borrower, in connectionwitheachsuchProject(asapplicable),maycausetobeexecutedTaxEquityDocumentsbetween theapplicableClassBMemberandaClassAMember,pursuanttowhichtheapplicableHoldCo will acquire one hundred percent (100%) of the direct Equity Interests in the relevant Project Companyno later than the TC Structure Deadline and (ii) the“Class A”membership interests in the applicable HoldCo shall be issued to such Class A Member. The date on which the Tax Equity Documents with respect to a Project are executed in accordance herewith is referred to herein as such Project’s “Tax Equity Effective Date”.

(b)    Not less than fifteen (15) Business Dayspriorto aProject’sproposed Tax Equity Effective Date, the Borrower shall provide materially progressed drafts of such Project’s Tax Equity Documents to the Administrative Agent (for distribution to the Lenders), and no Project Group Membershall enterinto such Tax EquityDocuments without theprior written consent of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided that, in connection with the granting of any such consent by the Lenders, the Class A Member proposed to be partyto anyTax EquityDocument shall be reasonablyacceptabletothe Lenders and the Lenders shall have satisfactorily completed their respective “know-your-customer” requirements in respect of such Class A Member.

(c)    Subject to the requirements of Section7.24(b), on theTax EquityEffectiveDate, the Borrower shall deliver to the Administrative Agent true, complete and correct executed copies of the relevant Tax Equity Documents, all of which shall be in full force and effect, as certified by the Borrower.

(d)    In connection with the execution of the Tax Equity Documents, the Class B Member shall deliver to the Lenders an updated Base Case Model that is updated to take into account only the terms of the Tax Equity Documents and any amendments to the Credit Documents made pursuant to clause (e)below, which updated Base Case Model is in form and substance reasonablyacceptable to the Lenders. On thebasis of such updated Base CaseModel, as so approved, (i) the Construction Loan Commitment, Bridge Loan Commitment and Upsize Bridge LoanCommitments shall beadjusted(but in noeventshall theaggregateamount ofsuch Commitments increase), (ii) to the extent the outstanding Loans under any facility exceed the correspondingCommitments(aftergivingeffecttoclause(i)),suchLoansshallbeprepaidinthe amount of such excess, and (iii) to the extent contemplated in such updated Base Case Model, the Borrower shall cause the Sponsor to make additional equitycommitments to the Borrower.

(e)    On the first Tax Equity Effective Date for any of the Projects, the parties hereto agree to consider in good faith, and seek to agree, any amendments to the Credit Documents

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reasonably necessary to facilitate the relevant Tax Equity Documents and the transactions contemplated therein, all such amendments to be in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender.

Section7.25.Post-ClosingCovenants.

(a)    On or prior to July 1, 2025 or, solely in the case of the O&M Agreements and Master Services Agreements, concurrently with the execution of such O&M Agreement or Master Services Agreement, Borrower shall deliver to the deliver to the Administrative Agent, eachoftheConsentssetforthinSchedule6.1(d)informandsubstancereasonablysatisfactoryto the Required Lenders; provided, that other than with respect to O&M Agreements, Master Services Agreements, Power Purchase Agreements, EPC Contracts, Transformer Purchase Agreements (to theextent not substantiallyfullyperformed,otherthanwarrantyobligations)and Module Supply Agreements (to the extent not substantiallyfullyperformed, other than warranty obligations), the Borrower’s obligations under this Section 7.25(a)with respect to any Consent shall be satisfied if it has used commerciallyreasonable efforts to obtain such Consent.

(b)    Withinthirty(30)daysaftertheFinancialClosingDate,Borrowershallcausethe IRB Documents to be executed, and copies thereof delivered to the Administrative Agent.

(c)    On or prior to June 1, 2025, Borrower shall deliver to the Administrative Agent, favorableopinionletters,informandsubstancereasonablysatisfactorytotheRequired Lenders, of legal counsel reasonably acceptable to the Administrative Agent, as special federal, state and local permitting counsel to the Loan Parties in connection with the American BeechProject and the Prairie Project.

(d)    With respect to the Bluebird Project, the American Beech Project and the Prairie Project, on or prior to June 1, 2025, Borrower shall deliver to the Administrative Agent a fully paid owner’s policyof title insurance with respect to such Project (the “Bluebird Title Policy”, “American Beech Title Policy” or the “Prairie Title Policy”, in substantially the same form andsubstanceastheProFormaTitlePolicyforsuchProjectand(b)totheextentrequiredbythe Title Insurer to issue the Title Policy, an updated ALTA Survey depicting any updates to the ALTA Survey from the versions provided to Required Lenders pursuant to Section6.1(q). The Borrower shall also deliver to the Lenders anyupdates to the ALTASurveymadein connection with the Tax Documents.

(e)    Prior to the second Borrowing date, the Collateral Agent and the Borrower shall execute and deliver, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders the Depositary Agreement.

(f)    Within thirty (30) days after the Financial Closing Date, the Borrower shall deliver to the Administrative Agent a reliance letter of each Transmission Consultant, which reliance letter shall certify and attach the applicable Transmission Consultant Report, and shall be in form and substance reasonablysatisfactoryto the Administrative Agent and the Lenders.

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(g)    Within thirty (30) days after the Financial Closing Date, the Borrower shall deliver to the Administrative Agent a reliance letter of each Environmental Consultant, which reliancelettershall certifythe applicableEnvironmentalConsultantReport,andshall beinform and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(h)    Within ten (10) Business Days after the execution of the Depositary Agreement, the Borrower shall close anybank account it owns which is not a Collateral Account.

Section7.26.Distributions. After a Project’s Back-Leverage Date, the Borrower shall cause the applicable Project Group Members to distribute as promptly as practicable to the Borrower all amounts received bysuch Project GroupMember (otherthanthe Borrower) andpermitted to be distributed by its applicable Organizational Documents (other than Loan proceeds or equity contributionstobeappliedtopayProjectCosts,andsubjecttoretentionofworkingcapitalofup to $1,500,000 at any time per Project.

Section 7.27.Change in Tax Law or Proposed Change in Tax Law.

(a)    The Borrower shall use commerciallyreasonable efforts to notifyLenders of any change in tax law, proposed change in tax law or executive order that could reasonably be expected tobecome aCITLorProposed CITL, in anycase, withinten (10) Banking Days ofthe Borrowers’ obtaining knowledge thereof.

(b)    Upon theoccurrenceof aCITLorProposedCITL,the Borrowersshallpromptly, and in any event within fifteen (15) Banking Days of such occurrence, deliver a Base Case Model reasonablysatisfactoryto the Lenders updated to quantifysolelythe estimated impact of such CITL or Proposed CITL. Notwithstanding the foregoing, if the Borrower and the Required Lenders subsequently mutually agree that a Proposed CITL is no longer reasonably likely to be issued orbecomelaw, then such parties shall cooperate in good faith to cause anyupdates made to the Base Case Model pursuant to this paragraph (b) to not take effect and to restore the Base Case Model to its original form prior to taking into consideration such Proposed CITL.

(c)    (x) If such Project has Tax Documents then in effect and a CITL or Proposed CITL occurs that reduces the amount payable pursuant to such then-existing Tax Documents (determined pursuant to an updated Base Case Model reasonably satisfactory to the Lenders), then, within thirty (30) days after the earlier of the delivery of the updated Base Case Model pursuant to the immediately preceding paragraph (b) and the date on which such Base Case Model was required to be delivered, the Borrowers shall take CITL Remedial Actions in an amount equal to (i) the proceeds previously expected under such Tax Documents prior to the CITL or Proposed CITL minus (ii) the proceeds now expected under such Tax Documents after taking into consideration solelythe CITL or Proposed CITL (determinedpursuant to anupdated Base Case Model reasonably satisfactory to the Lenders) (or enter into new or replacement Tax Documents reasonably acceptable to the Lenders); and (y) if such Project does not have a Tax Documents then in effect and a CITL or Proposed CITL occurs that reduces the Bridge Loan Commitments or Upsize Bridge Loan Commitments forsuch Project (determined pursuant to an updated Base Case Model reasonably satisfactory to the Lenders), then, within thirty (30) days after the earlier of the delivery of the updated Base Case Model pursuant to the immediately

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preceding paragraph (b) and the date on which such Base Case Model was required to be delivered,theBorrowersshalltakeCITLRemedialActionsinanamountequaltosuchreduction (orenterintoneworreplacementTaxDocumentsreasonablyacceptabletotheLenders)(itbeing understood that such CITL Remedial Actions shall not be required to cover Upsize Bridge Loan CommitmentstotheextentthatsuchcommitmentsarealreadycoveredundertheEquityContribution Agreement).

SECTION8.NEGATIVECOVENANTS.

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

Section8.1.Indebtedness.The Borrower shall not, and shall cause each Project Group Member not to, create, incur, assume or permit to exist any Indebtedness, except for Permitted Indebtedness.

Section8.2.Liens.The Borrower shall not, and shall cause each Project Group Member not to, create, incur, assume or suffer to exist any Lien on any of the Collateral or any of its other assets or property except for Permitted Liens.

Section8.3.Transactions with Affiliates.The Borrower shall not, and shall cause each Project Group Member not to, enter into any transaction or group of related transactions (includingthepurchase,lease, saleorexchangeofproperties ofanykind ortherenderingofany service) with anyAffiliate, except for: (a)transactions upon terms that an Authorized Officer of the Borrower orsuchProject GroupMemberhasdetermined in good faith arenotlessfavorable to the Borrower or such Project Group Member than would be obtainable in a comparablearm’s-length transaction with a Person not an Affiliate; (b)transactions pursuant to or in accordance with the agreements listed in Schedule8.3; (c)Restricted Payments permitted by Section8.7; (d)transactions among the Project Group Members; (e)anytransaction pursuant to the Tax Equity Documents, TC Structure Documents, Tax Credit Transfer Documents or the Credit Documents; (f) Permitted Dispositions described in clause (k)of the definition of “Permitted Dispositions”; (g)transactions permitted pursuant to Section8.8(iii); (h) Permitted TE/TC Reorganizations or (i) transactions pursuant to the IRB Documents.

Section8.4.Fundamental Change.The Borrower shall not, and shall cause each Project Group Member not to (a) combine, consolidate with or merge with or into anyother Person, (b) liquidate, wind-up, dissolve or dispose of all or substantially all of its assets in a single transaction or series oftransactions to anyPerson or (c) changeitslegal form, except for: (i) the Borrower and anyProject GroupMembermaymakePermittedDispositionsor(ii)theBorrower and the Project Group Members may consummate internal reorganizations with other Project Group Members (including newly formed Subsidiaries) to the extent they deem such internal reorganization necessary in connection with facilitating any Tax Equity Arrangement or Tax Credit Transfer Arrangement (including with respect to the TC Structure Documents and the performance of anyobligations set forth thereunder) and so long as such internal reorganization (x)isnotadversetotheLendersinanymaterialrespect(aftertakingintoaccountanyMandatory

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Prepayment the Borrower is required to make in connection with the related internal reorganization, even if there is a related change to the structure of the Collateral) and (y) could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (a “Permitted TE/TC Reorganization”).

Section8.5.Line of Business.The Borrower shall not, and shall cause each Project Group Member not to, engage in any business other than the ownership, development, construction, financing, operation and maintenance of the Projects as contemplated by the Operative Documents and activities incidental thereto.

Section8.6.Anti-Corruption,Anti-MoneyLaunderingandSanctions. TheBorrowershall not, and shall not permit any Project Group Member to:

(a)    use any proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Person, directly or indirectly: (i) in furtherance of an offer, payment, promise to pay, orauthorization of thepayment orgivingofmoney, oranythingelse ofvalue, to any Person in violation of applicable Anti-Corruption Laws; (ii) in any other manner that would constitute aviolation of applicable Anti-Corruption Laws or Anti-MoneyLaundering Laws; (iii) to fund any activities or business with, involving or for the benefit of any Sanctioned Person or inanySanctionedCountry;or(iv)otherwiseinanymannerthatwouldconstituteorgiverisetoa violation of Sanctions by any party hereto, including any Lender; or

(b)    (i)becomeaSanctionedPerson(includingbyvirtueofbeingownedorcontrolled by a Sanctioned Person), or (ii) own or control a Sanctioned Person.

Section8.7.Restricted Payments.Except (A)Restricted Payments by a Project Group Member to a Project Group Member and by any HoldCo to its Class A Member in accordance with the Tax Equity Documents or TC Structure Documents, as applicable, (B)payments of management, development or similar fees to an Affiliate under (i) any Master Services Agreement or O&M Agreement or anyother Project Document entered into with the consent of the Required Lenders to the extent such costs are reflected in the Base Case Model or (ii) in an amount not to exceed $500,000 in the aggregate, any other agreement entered into with an Affiliate in accordance herewith, (C)for the Closing Date Distribution Payment made with the proceeds of the initial Borrowing of Construction Loans and Bridge Loans on the Financial Closing Date, (D)for return bythe Borrower to the Sponsor or its designee of the Development Period Security, or (E) to the extent funded byadditional equitycontributions bythe Sponsor to either Opco Borrower or any of its subsidiaries (directly or indirectly), the distribution of the proceeds of payments to Devco Borrower pursuant to the membership interest purchase agreement entered into as a Tax Equity Document or TC Structure Document for a Project, the Borrower shall not make, permit any Project Group Member to make, agree to pay or make, or permit anyProject Group Member to make, directlyor indirectly, anyRestricted Payment.

Notwithstanding anything to the contrary herein, the Borrower and any Project Group Member shall be permitted to: (1)reimburse any Affiliate, so long as no Event of Default has occurred and is continuing, forpayments made bysuch Affiliate onbehalf of the Borrower or anyProject Group Member with respect to: (A)repairs, replacement or restoration paid for and/or

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undertaken by such Affiliate in advance of receipt by the Borrower or such Project Group Member of any applicable insurance proceeds; provided that such Restricted Payment is made solely with proceeds of such insurance proceeds when received and solely to the extent not required to be applied as a prepayment in accordance with this Agreement, or (B) any interconnectionnetworkupgradespaidforand/orundertakenbysuchAffiliatepursuanttoan Interconnection Agreement or the American Beech JV Operating Agreement, and (2)make payments pursuant to or in accordance with the agreements listed in Schedule8.3and/or any other contract or arrangement with an Affiliate permitted hereunder (other than any contract or arrangement evidencing or relating to Indebtedness owing to an Affiliate).

Section 8.8.Investments.The Borrowershallnot,andshallcause eachProjectGroup Member not to, make any Investments except for (i) Permitted Investments, (ii)pursuant to the Operative Documents, (iii) Investments in Project Group Members, (iv) any acquisition of capital stock, partnership or other ownership interests or other Securities of, or capital contributionsto,anyPersoninconnectionwithaPermittedTE/TCReorganization,(v)accepting contributions and transfers from a Person that owns anyoutstandingshares of its capital stock or similarEquityInterestsorfromanyAffiliate,(vi)Investmentsinfurtheranceofthedevelopment, construction, operation or ownership of the Projects funded solely with capital contributions by the Sponsor or any of its Affiliates (other than a Project Group Member), and (vii) to the extent constituting an Investment, the formation of Subsidiaries.

Section8.9.Disposition of Property.The Borrower shall not, and shall cause each Project Group Member not to, make any Asset Dispositions other than Permitted Dispositions.

Section8.10.Hedging Agreements.The Borrower shall not, and shall cause each Project GroupMembernotto,enterintoanyHedgingAgreementotherthan(a)theHedgingAgreements entered into in accordance with Section 7.17or (b)the Power Purchase Agreements (or any replacement thereof entered into in accordance with Section 8.12).

Section8.11.Regulations.Borrower shall not directly or indirectly, apply any part of the proceeds of any Loan or Project Revenues for the purpose of buying or carrying any margin stockwithinthemeaningofRegulationUoftheFederalReserveBoard(oranysuccessor),orfor the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Borrower in a violation of Regulation X of the Federal Reserve Board (or any successor) or to involve any broker or dealer in a violation of Regulation T of the Federal Reserve Board (or any successor).

Section8.12.Additional Project Documents.The Borrower shall not, and shall cause each Project Group Member not to, enter into or become a partyto anyAdditional Project Document (other than an IRB Document) without the prior written consent of the Required Lenders, not to be unreasonably withheld, conditioned or delayed.To the extent such Additional Project Document (other than an IRB Document) is being executed bya Borrower, or anyother Project Group Member that is party to the Security Agreement at such time, the Borrower shall use commercially reasonable efforts to deliver to Administrative Agent a consent to collateral assignment from the counterparty to such Additional Project Document in form and substance reasonably satisfactory to the Required Lenders.

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Section8.13.Amendments; Change Orders.The Borrower shall not, and shall cause each Project Group Member not to, cause, consent to, or permit anytermination (other than pursuant to itsscheduledterm),amendment,modification,waiveroftimelycompliancewithanymaterial terms or conditions of, or assignment of any rights under, without the consent (not to be unreasonablywithheld,conditionedordelayed)oftheRequiredLenders,anyProjectDocument, any Tax Equity Document, any TC Structure Document, any of the Tax Credit Transfer Documents or any Tax Credit Transfer Agreement (Class A), other than (a) amendments, modifications, variances or waivers to cureanydefectiveprovisions contained in such Operative Document or to permit other minor deviations from the terms thereof, in each case that are not adverse to the interests of the Lenders in any material respect, (b)prior to the date on which a Project achieves Completion, amendments, modifications, waivers, and change orders to Project Documents (other than the Power Purchase Agreements) with respect to such Project not exceeding, in the aggregate, fifty percent (50%) of the contingency allowance provided in the then-current applicable Project Budget and which would not reasonably be expected to cause CompletionofsuchProjecttooccurlaterthansuchProject’sapplicableProjectCompletionDate (subject to extension in accordance with the definition thereof); provided that, in the case of this clause (b), such amendment, modification, waiver or change order is in the best interest of each Project Group Member and the Lenders, (c) following the date on which a Project achieves Completion, amendments, modifications, variances or waivers concerning such Project, which would not reasonably be expected to have a material and adverse effect on the Secured Parties, any Project, the Borrower or any applicable Project Group Member, (d) assignments of any rights of counterparties to any such applicable Operative Documents where the applicable BorrowerorProjectGroupMemberreasonablydeterminesthatithasnoconsentrightsunderthe terms of the applicable Operative Document and (e) in the case of any Tax Credit Transfer Agreement (Class A), terminations, amendments, modifications, waivers of timely compliance with any material terms or conditions, or assignments that are not material to the Project Group Members; provided that in no event shall any such termination, amendment, modification, waiver or assignment to a Tax Credit Transfer Agreement (Class A) result in any Project Group Member having any liability under the Tax Credit Transfer Agreement (Class A).

Section8.14.Name and Location; Fiscal Year; Accounting Changes.The Borrower shall not,andshallcauseeachProjectGroupMembernotto,change(i)itsnameor(ii)itsjurisdiction of organization without written notice to the Administrative Agent at least thirty(30) days prior to such change, or change its fiscal year without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld).

Section8.15.Use of Site.The Borrower shall not, and shall cause the Project Companies not to, use, or permit to be used (except by utility providers and to the extent the Borrower or the ProjectCompanieshastherighttocontroltheSites,PersonsontheSitesortheactivitiesofsuch Persons on the Sites), the Sites for any purpose other than for the development, construction, operation and maintenance (and uses incidental thereto) of the Projects as contemplated by the Operative Documents without the prior written consent of the Required Lenders (or the Administrative Agent with consent from the Required Lenders), or permanently locate any portion of any Project on real property other than the Sites and as permitted by the Project Documents.

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Section8.16.Hazardous Materials.The Borrower shall not, and shall cause each Project Group Member not to, (a)Release intothe environment anyHazardousMaterials inviolation in any material respect of, or in a manner that would reasonably be expected to result in the incurring of material liability under, any Environmental Laws, Applicable Law or Applicable Permits, or(b) allow(totheextent theBorrower oranyProject Companyhastheright tocontrol the Sites, Persons on the Sites or the activities of Persons on the Sites) anyHazardous Materials to be Released by other Persons on, in, under, from, to or above the Sites or Improvements, in violationinanymaterialrespectof,orinamannerthatwouldreasonablybeexpectedtoresultin theincurringofmaterialliabilityunder,anyEnvironmentalLaws,ApplicableLaworApplicable Permits.

Section8.17.Borrower Accounts.The Borrower shall not maintain, establish or be the beneficiary of any deposit account, securities account (as each such term is defined in the Uniform Commercial Code) or other banking account other than Borrower Accounts.

Section8.18.Tax Equity Documents, Tax Credit Transfer Documents or TC Structure Documents.

(a)    The Borrower shall not, and shall cause each Project Group Member not to execute any Tax Equity Document, any Tax Credit Transfer Document or any TC Structure Document without the consent of all Lenders (not to be unreasonably withheld, conditioned or delayed).

(b)    Notwithstanding anything to the contrary in Section 8.13, the Borrower shall not, and shall cause each Project Group Member not to, (i) terminate, assign or materially amend, modify or waive any Tax Equity Document (other than the Funding Date Guaranties), any Tax Credit Transfer Document or any TC Structure Document, without the consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed), and (ii) terminate, assign or materiallyamend,modifyorwaiveanyoftheFundingDateGuarantieswithouttheconsentofall Lenders (not to be unreasonably withheld, conditioned or delayed).

Section8.19.Partnership; Subsidiaries.Except for the Operative Documents,no LoanParty shallexecute abindingagreement tobecome ageneral orlimitedpartnerinanypartnership,ora joint venturer in anyjoint venture or a member in anylimited liabilitycompany.

Section8.20.FederalIncomeTaxMatters.

(a)    NoProjectGroupMembershallmakeanaffirmativeelectiontotreatsuchProject Group Member as an association taxable as a corporation for income Tax purposes, or to otherwise be anything other than a “disregarded entity” (or, in the case of a HoldcoHoldCo, a partnership) within the meaning of Treasury Regulations Section 301.7701-3 for U.S. federal income tax purposes.No Project Group Member shall allow any transfer of its interests that would cause it to be treated as a publicly traded partnership under Section 7704 of the Code (or any successor laws or regulations).

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(b)    No Project Group Member shall (i) for purposes of and within the meaning of Section 48 of the Code, apply for any grants from the United States, a state, a political subdivision of a state, or any other Governmental Authority for use in constructing or financing all or a portion of any Project or with respect to which such Project Group Member or such Project is the beneficiary; (ii) for purposes of and within the meaning of Sections 48 and 168(g)(5) of the Code, use anyproceeds of anyissue of state or local government obligations to providefinancingforalloraportionofanyProjecttheinterestonwhichisexemptfromtax underSection 103 of theCode; or (iii) claimanyU.S.federaltax credit(otherthan,withrespect to the Projects the, ITC) with respect to anypropertythat is part of such Project.

(c)    The Borrower shall not (i)become, or allow or cause aProject Group Member to become, (A) a Disqualified Person or (B) a Tax Related Person, (ii) elect the application of Section 6417 of the Code with respect to any ITCs or (iii) take any action that would cause, or permit any transfer of any direct or indirect ownership interests in any Project Group Member (except in connection with a foreclosure byanyLender) that would cause, the ITC applicable to theProjectstobesubjecttorecapturepursuanttoSection50oftheCodeorotherwisereducedor disallowed.

Section8.21.Title Policies. The Borrower shall not, and shall cause each Project Group Membernotto,materiallyamendormodifyanyTitlePolicywithouttheconsentoftheRequired Lenders.

SECTION9.EVENTSOFDEFAULTANDREMEDIES

Section 9.1.    EventsofDefault.An“Event ofDefault”shallexistif any of the following conditions or events shall occur and be continuing:

(a)    FailuretoMakePaymentsofPrincipal.TheBorrowerdefaultsinthepaymentof anyprincipal on anyLoan when the same becomes due and payable, whether at maturityor at a date fixed for prepayment or by declaration or otherwise.

(b)    FailuretoMakePaymentsofInterestandOtherAmounts.TheBorrowerdefaults in the payment of any interest on any Loan or any other fee, cost, charge or other amount due under this Agreement or anyotherCredit Document formorethanthree (3) Business Days after the same becomes due and payable.

(c)    Failure of Sponsor to Make Payments.The Sponsor or its applicable Affiliate defaults in the payment of its obligations under a Funding Date Guaranty.

(d)    Loan Parties Failure to Make Payments.Except as otherwise provided in Sections 9.1(a)and (b), a Loan Party shall fail to pay any amount due from it under any Credit Document to which it is a party within ten(10) Business Days after the same becomes due and payable.

(e)    Misstatements.Any certification, representation or warranty made by any Loan PartyinanyCreditDocumentstowhichitisapartyoranyamendmentormodificationhereofor

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thereof, or in any certificate furnished by an Authorized Officer thereof to the Administrative Agent or the Lenders in accordance with the terms of the Credit Documents, shall prove to have been incorrect in any material respect as of the time made; provided that the same shall not constitute an Event of Default if the fact and circumstances underlying such misrepresentation and the effects of such misrepresentation are capable of being remedied such that the representationorwarrantyistrueinallmaterialrespectsandsucheffectsarecuredandsuchcure is effected within thirty(30) days after the earlier of (A)an Authorized Officer of the Borrower obtainingKnowledgeofsuchmisrepresentationand(B)theBorrowerreceivingwrittennoticeof such misrepresentation from the Administrative Agent or any Lender.

(f)    Breach of Certain Covenants.(i) The Borrower shall fail to comply with any covenant,conditionoragreementcontainedinSection7.1(solelyasitrelatestoAnti-Corruption Laws, Anti-MoneyLaundering Laws and Sanctions), Section 7.4(a), Section 7.5, Section 7.9(a), Section 7.25, Section 7.27(in relation to a CITL) or Section8or (ii) the Borrower shall fail to comply with any covenant, condition or agreement contained in Section 7.27(in relation to a Proposed CITL) and, in the case of this clause (ii), such failure shall continue uncured for a period of thirty(30) or more days from the earlier of (A)an Authorized Officer of the Borrower obtaining Knowledge of such failure and (B)the Borrower receiving written notice of such breach or failure from the Administrative Agent or any Lender.

(g)    Insurance.The Borrower shall fail to comply with Section7.2(Insurance) and such failure shall continue uncured for a period of ten(10) or more Business Days from the earlierof(A)anAuthorizedOfficeroftheBorrowerobtainingKnowledgeofsuchfailureand (B)the Borrower receiving written notice of such breach or failure from the Administrative Agent or any Lender.

(h)    Breach of Terms of Agreement.Any Loan Party fails to observe or perform any covenant, condition or agreement contained in anyCredit Document (other than those specified elsewhere in this Section9.1) to which it is a party and, in each case, such failure continues uncured for a period of thirty(30) or more days after the earlier of (i)an Authorized Officer of such Loan Party obtaining Knowledge of such Default and (ii)receipt by the Borrower of a notice of such Default from the Administrative Agent or anyLender; provided, however, that if such Person commences efforts to cure such Default within such thirty(30) day period, it may continue to effect such cure of the Default (and such Default will not be deemed an Event of Default) for an additional sixty(60) days for a total cure period of ninety(90) days; provided, further, that in the case of a Default arising from anyfailure to complywith Applicable Laws or Material Governmental Approvals in accordance with Section7.1, if within such period the relevant Person enters into a consent decree or other arrangement under which the applicable Governmental Authorities agree to stay or delayenforcement due to such non-compliance, then such cure period shall be further extended for the period of such stayor delay.

(i)    Cross Default. (i)The Borrowerisindefaultinpaymentofanyprincipal,interest or other amount due under any agreement (other than the Credit Documents) governing indebtedness constituting Material Indebtedness beyond any period of grace provided with respect thereto; or (ii)the Borrower is in default in the performance of or compliance with any

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term of any contract or agreement evidencing any Material Indebtedness or of any mortgage, indenture orother agreement relatingthereto oranyothercondition exists(excludingmandatory prepaymentsnotarisingfromadefault),and,asaconsequenceofsuchdefaultorcondition,such Material Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment.

(j)    Breach of Tax Equity Documents; TC Structure Documents or Tax Credit TransferDocuments.(i)(A)(1)AnyProjectGroupMemberoranyClass AMembershall bein breachofany materialobligation,oramaterialdefaultshallhaveoccurredandbecontinuing, under any Tax Equity Documents or any TC Structure Document or (2) any Project Group Member or any Tax Credit Buyer shall be in breach of any material obligation, or a material defaultshallhaveoccurredandbecontinuing,underanyTaxCreditTransferDocumentand (B)such breach or default has continued beyond anyapplicablegraceperiod expresslyprovided for in such agreement (or, if no grace period is expressly provided, thirty (30) days following written notice of the same by the non-breaching party), or (ii)such Tax Equity Document, TC StructureDocumentorTax CreditTransferDocumentceasestobeinfullforceandeffect(other than on account of expiration in accordance with its terms (and not related to any default thereunder)).

(k)    Bankruptcy;Insolvency.Anyofthefollowingeventsshallhaveoccurred:

(i)    an involuntary proceeding shall be commenced or an involuntarypetition shall be filed seeking (A)liquidation, reorganization or other relief in respect of any Major Project Participant or any Loan Party (the “Subject Persons” and each, individually,a“SubjectPerson”)oranyoftheirrespectivedebts,orofasubstantialpart of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B)the appointment of a receiver, trustee, custodian,sequestrator, conservatororsimilarofficial for anySubjectPersonand,inany suchcase,suchproceedingorpetitionshallcontinueundismissedforaperiodof sixty(60) or more days or an order or decree approving or ordering anyof the foregoing shall be entered or any other similar relief shall be granted against any of the Subject Persons; or

(ii)    anySubject Person shall with respect to itself (or, inthe caseof anyLoan Party, with respect to itself or any other Loan Party) (A)voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or consent to the institution of an involuntary case thereunder against it,(B)applyfororconsenttotheappointmentofareceiver,liquidator,trustee,custodian, sequestrator, conservator or similar official, (C)file an answer admitting the material allegationsofapetitionfiledagainstitinaninvoluntarycaseundertheBankruptcyCode or similar law or proceeding, (D)make a general assignment for the benefit of creditors, (E)takeanycorporateactionforthepurposeofeffectinganyoftheforegoingor (F)admit in writing its inability, or generally be unable, to pay its debts as such debts become due;

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provided, however, that such Event of Default with respect to such Major Project Participant shall be deemed to not have occurred if (i) except for a Power Purchaser, a Tax Equity Investor or a Tax Credit Buyer, within sixty (60) days of the occurrence of a Default under this Section9.1(k), (A)the Borrower obtains a Replacement Obligor with respect to such Major Project Participant or (B)the Project Document to which such MajorProjectParticipantisapartyhasbeenreplacedbyareplacementProjectDocument in form and substance, and with a counterparty, reasonably acceptable to the Required Lenders (and,with respect to the EPC Contractor or any Module Supplier, the Independent Engineer has reviewed the replacement arrangements and confirmed to the Required Lenders that such Project is reasonably expected to achieve Work Substantial CompletiononorbeforesuchProject’sapplicableProjectCompletionDate)or(ii)inthe case of any Major Project Participant other than a Power Purchaser, a Tax Equity Investor, a Tax Credit Buyer, an EPC Contractor (to the extent the applicable EPC Contractor has not substantiallyfullyperformed its obligations under theapplicableEPC Contract, other than warranty obligations), a Module Supplier or Module Supplier Guarantor (to the extent the applicable Module Supplier has not substantially fully performed its obligations under the applicable Module Supply Agreement, other than warranty obligations) and Virginia Transformer Corporation (to the extent it has not substantially fully performed its obligations under the applicable Transformer Purchase Agreement, other than warranty obligations), such Event of Default such breach or default would be reasonably expected to have a Material Adverse Effect.

(l)    Judgements.One or more final judgments (exclusive of judgments covered by insurance) for the payment of money in excess of one million Dollars ($1,000,000) shall be rendered against the Borrower or its Subsidiaries and remains unpaid, undismissed or unstayed foraperiodofsixty(60)daysormoreconsecutivedaysorarenototherwisebondedwithinsuch sixty (60) days.

(m)    InvalidityofCreditDocuments.(i)ThisAgreementoranyotherCreditDocument shallbedeclaredinafinaljudgmentby acourtofcompetentjurisdictiontobeunenforceable, (ii)anyCredit Document shall otherwise cease to be valid and bindingor in full forceandeffect or shall be rescinded, terminated, cancelled, invalidated, enjoined or suspended (in each case, except in connection with its expiration in accordance with its terms (and not related to any default thereunder)) or (iii)any Loan Party shall terminate, cancel, expressly repudiate its obligations under any Credit Document to which it is a party in writing.

(n)    BreachorTerminationofProjectDocuments.

(i)    Any Loan Party or any Major Project Participant shall be in material breach of or otherwise in material default under any Project Document and such breach or default has continued beyond any applicable grace period expressly provided for in suchProjectDocument(or, ifnosuchcureperiod isprovided,exceptwithrespecttoany Power Purchase Agreement, thirty(30) days) and (except with respectto anyTax Equity Document, any TC Structure Document, any Tax Credit Transfer Document, anyPower Purchase Agreement, any Interconnection Agreement or any material Real Property

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Document) such breach or default would be reasonably expected to have a Material Adverse Effect; provided, however, that, if (A)such breach or default cannot be cured within such initial cureperiod, (B)such breach ordefault is susceptible ofcure, (C) such breach ordefault is byanypartyotherthan Borrower and (D)suchotherdefaultingparty is proceeding with all requisite diligence and in good faith to cure such failure, then exceptwithrespecttothePowerPurchaseAgreement,thetimewithinwhichsuchfailure maybe cured shall be extended to such date, not to exceed atotal of sixty(60)days after the end of such initial cure period, as shall be necessary for such party diligently to cure such failure; provided, further, that from and after each Project’s respective date of Completion, no Event of Default shall occur under this Section9.1(n)with respect to a ConstructionContractiftheapplicableMajorProjectParticipant’smaterialwarranty obligationsarestillineffectthereunderandshallbeperformedbyanotherPerson pursuant to an executed warranty agreement.

(ii)    Any Project Document shall for any reason cease to be in full force and effect or valid and binding on the Persons partythereto, as the case maybe, exceptupon fulfillment of such party’s obligations thereunder, or any such Person pursues a right of termination under such Project Document, as the case maybe, in each case (except with respect to the Tax Equity Documents, the TC Structure Documents, the Tax Credit Transfer Documents, the Power Purchase Agreements, the Interconnection Agreements or anymaterial Real PropertyDocument) unless such cessation would not reasonablybe expected to have a Material Adverse Effect.

(o)    Security; Loss of Collateral.

(i)    Except solely as a result of the acts of any of the Secured Parties and the expiration of any of the Security Documents in accordance with their respective terms, theSecurityDocuments,onceexecutedanddelivered,failtoprovidetheCollateralAgent (for the benefit of the Secured Parties) the Liens, security interest, rights, titles, interest, remedies, powers or privileges intended to be created therebyor cease to be in full force andeffectwithrespecttotheCollateral,orthevaliditythereofortheapplicabilitythereof to the Loans,theNotes,theoutstandingReimbursementObligationsduetotheLC Issuer oranyotherObligationspurportedtobesecuredorguaranteedtherebyoranypartthereof shallbedisaffirmedbyoronbehalfoftheBorroweroranyofitsAffiliatesordisaffirmed in writing byor on behalf of anyother partythereto other than a Secured Party.

(ii)    Other than Collateral permitted to be sold, leased, assigned, transferred or otherwise disposed of under Section8.9or any Security Document, any Loan Party ceasestobethesoledirectorbeneficialownerofanymaterialportionoftheCollateralor any material portion of the Collateral is seized or appropriated without fair value being paid therefor such as to allow replacement of such Collateral or prepayment in full of the Obligations then outstanding and to allow the Borrower, in the Required Lenders’ reasonable judgment, to continue satisfying its obligations hereunder and under the other Operative Documents.

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(p)    Loss of Applicable Permits. (i)Any Applicable Permit necessary for the development, construction, operation, ownership or maintenance of a Projectshallbematerially modified in an adverse manner, enjoined, revoked or cancelled by the issuing agency or other Governmental Authority having jurisdiction or (ii)any Major Project Participant or any Project Company shall fail to obtain, renew, maintain or comply in all material respects with any Applicable Permit, unless, in the case of clause(i)or (ii)above, (A)such modification, injunction, revocation, cancellation or failure to obtain, renew, maintain or comply would not reasonably be expected to have a Material Adverse Effect, (B)such Applicable Permit is reinstated within thirty(30) days of such modification, injunction, revocation or cancellation or failure to obtain, renew, maintain or comply or (C)such Applicable Permit expires by its terms andisnolongerrequiredfordevelopment,construction,operation,ownershipormaintenanceof the applicable Project.

(q)    Default in Construction. (i)The occurrence of a permanent cessation of the development and construction or operation, as applicable, of any Project or (ii)all of the development and construction or operation, as applicable, of anyProject is suspended or ceases for a period of thirty(30) or more consecutive days for any reason (other than as a result of a force majeure); provided that, in the case of clause(ii), none of (A)scheduled maintenance of such Project, (B)repairs to such Project, whether or not scheduled, (C)a forced outage or scheduled outage of such Project or (D)a suspension or cessation of the development, construction or operation of such Project required by Applicable Law, shall be considered as a suspension or cessation of thedevelopment and construction oroperation, asapplicable, ofsuch Project.

(r)    ERISA. Any ERISA Event shall occur that, either individually or together with any other ERISA Event, could reasonably be expected to have a Material Adverse Effect or could reasonablybe expected to result inmaterial liabilityto the Borrower or anyProject Group Member.

(s)    ChangeofControl.AChangeinControlshallhaveoccurred.

(t)    Back-Leverage Date. The Back-Leverage Date for a Project has not occurred prior to the applicable Project Completion Date.

Section 9.2.Remedies.Upon the occurrence and during the continuation of an Event of Default, Administrative Agent may, and at the election of the Required Lenders shall, by notice to the Borrower but without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such othernoticesanddemandsbeingwaived,exerciseanyorallofthefollowingrightsandremedies (ordirectCollateralAgenttosoexercise),inanycombinationororderthatAdministrativeAgent ortheRequiredLendersmayelect,inadditiontosuchotherrightsorremediesasAdministrative Agent, Collateral Agent, the Lenders and the other Secured Parties may have hereunder, under the Security Documents or at law or in equity:

(a)    No Further Loans.Refuse, and the Lenders shall not be obligated, to make any additional Loans, issue, renew, extend or amend any Letters of Credit or make any payments

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from any Borrower Account or any Loss Proceeds or other funds held by Administrative Agent or the Depositary under the Credit Documents or on behalf of Borrower, and terminate all Commitments; provided that in the event of a Bankruptcy Default, in addition to the foregoing, all Commitments shall automatically terminate.

(b)    Conversion to LC Loans.Convert Reimbursement Obligations into LC Loans which may be accelerated with the other Loans; provided that in the event of a Bankruptcy Default, anyoutstanding Reimbursement Obligations shall automaticallyconvert to LC Loans.

(c)    Cure by Administrative Agent.Without any obligation to do so, make disbursementsorLoanstooronbehalfofaBorrowertocureanyEventofDefaulthereunderand to cure any default and render any performance under any Project Documents as the Required Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate (but in no event shall the rate exceed the maximum lawful rate), shall be repaid by the Borrower to Administrative Agent on demand and shall be secured by the Credit Documents, notwithstanding that such expenditures may,together with amounts advancedunderthisAgreement,exceedtheamountof the Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or the Total Bridge Loan Commitment, as applicable.

(d)    Acceleration.Declare and make all sums of outstanding principal and accrued but unpaid interest remaining under this Agreement together with all unpaid fees, costs, charges and other amounts due hereunder or under any other Credit Document, immediately due and payable; provided that in the event of a Bankruptcy Default, all such amounts shall become immediatelydue and payable without further act of Administrative Agent or the Lenders or any other Person.

(e)    CashCollateral.ApplyorexecuteuponanyamountsondepositinanyBorrower Account or any other moneys of Borrower on deposit with Depositary, or in the name of Administrative Agent, Collateral Agent or any Lender in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral.

(f)    Remedies Under Credit Documents.Exercise any and all rights and remedies available to it under any of the Credit Documents (including judicial or, if permitted by Applicable Law, non-judicial foreclosure or public or private sale of any of the Collateral pursuant to the Security Documents and Applicable Law).

(g)    PossessionofProjects.EnterintopossessionofaProjectandperformorcauseto be performed any and all work and labor necessary to complete such Project or to operate and maintainsuchProject,andallsumsexpendedbyAdministrativeAgentinsodoing,togetherwith interest on such total amount at the Default Rate, shall be repaid by the Borrower to Administrative Agent upon demand and shall be secured by the Credit Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Construction Loan Commitment, Total Upsize Bridge Loan Commitment or the Total Bridge Loan Commitment.

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(h)    Cash Collateralize LC Exposure.So long as any Letter of Credit shall remain outstanding, (a) Administrative Agent (on behalf of the Lenders) mayrequire that the Borrower cash collateralize the stated amount of such outstanding Letter of Credit in an amount equal to one hundred two percent (102%) of the stated amount thereof, and on or prior to the third BusinessDayfollowingthedateonwhich theBorrowerreceivesnoticefrom theAdministrative Agent demanding the deposit of cash collateral pursuant to this Section9.2(h), the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and forthebenefitoftheapplicableLC Issuer,theforegoingamount; providedthatinthe event of a Bankruptcy Default, the Administrative Agent shall be deemed to have demanded such cash collateral upon the occurrence and continuation of such Event of Default without further act of the Collateral Agent, the Administrative Agent, the Lenders, the LC Issuer, or any other Person and (b) any amounts received by the Administrative Agent in respect of the stated amount of anyLetters of Credit pursuant to this Section 9.2(h)maybe held as cash collateral for the obligation of the Borrower to reimburse the LC Issuer in the event of anydrawingunder any Letter of Credit (and the Borrower hereby grants to the Administrative Agent a security interest in such cash collateral, as security for the Obligations).In the event any Letter of Credit in respect of which the Borrower has deposited cash collateral with the Administrative Agent is canceled or expires, such cash collateral shall be applied (i) first to the reimbursement of the applicable LC Issuer for any unpaid Reimbursement Obligations and any fees, expenses and other amounts related thereto (including interest thereon), (ii) second, to the repayment of any LCLoansthereunder(appliedfirsttointerestandthentoprincipal)and(iii)third,tothepayment of any other outstanding Obligations then due and payable.If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence and continuance of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Construction Account or the Revenue Account, as applicable, within three (3) Business Days after Administrative Agent has received notice that all Events of Default have been cured or waived.

Section9.3.Liquidation Waterfall.If at any time during the continuance of any Event of Default there shall be insufficient funds available to the Secured Parties in accordance with the terms and conditions of the Credit Documents to pay all Obligations which are then due and payable, then, all amounts from time to time thereafter held, received or recovered by or on behalf of the Secured Parties shall be applied as follows:

(a)    first, to the payment of all fees and other amounts due under the Credit Documents(i)first,onaproratabasis,totheAdministrativeAgent,theCollateralAgentandthe Depositary, in their capacity as such, and (ii) second, on a pro rata basis, to the other Secured Parties (for the avoidance of doubt, excluding, in the case of the LC Issuing Banks, amounts payable in connection with any unpaid Reimbursement Obligations under a Letter of Credit), in their capacities as such;

(b)    second, on a pro rata basis, to anySecured Partywhich has theretofore advanced orpaidanyfeestoanyAgent,theDepositaryoranyLCIssuingBank,intheircapacitiesassuch, that would otherwise have been payable under clause (a), in an amount equal to the amount

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thereof so advanced or paid by such Secured Party and for which such Secured Party has not been previously reimbursed;

(c)    third, on a pro rata basis, (i) to any accrued but unpaid interest then due and payable in respect of the Loans and (ii) to any accrued but unpaid interest and ordinary course settlement payments then due and payable under the Permitted Hedging Agreements;

(d)    fourth, on a pro rata basis, (i) to the payment of all principal and other amounts then due and payable in respect of the Obligations, (ii) to all termination, liquidation or other payments then due and owing under the Permitted Hedging Agreements above and (iii) to the cash collateralization of the then outstanding amount of the LC exposure in accordance with Section 9.2(h); and

(e)    last, the balance, if any, after all of such Obligations have been paid in full in cash, to the Borrower or as otherwise required by applicable law.

SECTION10.CHANGEINCIRCUMSTANCES;ACCOUNTS.

Section10.1.Change of Law.Notwithstanding anyotherprovisions ofthisAgreement orany other Credit Document, if at any time after the Financial Closing Date anychange in applicable law or regulation or in the interpretation thereof makes it unlawful for any Lender to make or continue to maintain any SOFR Loans, such Lender shall promptly give notice thereof to the Borrower, such Lender’s obligations to make or maintain SOFR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain SOFR Loans and such Lender’s SOFR Loans shall be converted by such Lender to Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender; provided that if such conversion to Base Rate Loans is unlawful for suchLender,theBorrowershallprepayondemandtheoutstandingprincipalamountofanysuch affected SOFR Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, further, however, that if such a prepayment is required, and subject to all of the terms and conditions of this Agreement, the Borrower maythen elect to borrow the principal amount of the affected SOFR Loans fromsuch Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

If it becomes illegal for any Lender to hold or benefit from a Lien over real property pursuant to anylaw of the United States, such Lender shall notifythe Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Section10.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Compounded SOFR.Without limiting Section 12.20(b), if as of any date:

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(a)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Compounded SOFR” cannot be determinedpursuant to the definition thereof, or

(b)    the Required Lenders advise the Administrative Agent that Compounded SOFR asdetermined bythe Administrative Agent will not adequatelyand fairlyreflect thecosttosuch Lenders of funding their SOFR Loans, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the AdministrativeAgent notifies theBorrower that thecircumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make SOFR Loans shall be suspended.Upon receipt of such initial notice, the Borrower may revoke any pendingrequestforaborrowingof,conversiontoorcontinuationofSOFRLoansor,failingthat, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein.

Section10.3.IncreasedCostandReducedReturn.

(a)    If on or after the Financial Closing Date, the adoption of anyapplicable law, rule orregulation,oranychangetherein,oranychangeintheinterpretationoradministrationthereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencymade or issued after the Financial Closing Date:

(i)    shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including pursuant to regulations issued from time to time by the FederalReserveBoardfordeterminingthemaximumreserverequirement(includingany emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assetsof,depositswithorfortheaccountof,orcreditextendedorparticipatedinby,any Lender;

(ii)    shall subject any Recipient to any Taxes (other than (A)Indemnified Taxes, (B)Taxes described in clauses(b)through (d)of the definition of “Excluded Taxes” and (C)Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)    shall impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or maintaining any Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable bysuch Lender (or its Lending Office) under this Agreement or under any other Credit Document with respect thereto, byan amount deemed bysuch Lender to bematerial, then, within fifteen(15)days after

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demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lenderforsuchincreasedcostorreduction(providedthat,theBorrowershallnotbeobligatedto payanyadditional amount or amounts in compensation for anysuch increased cost or reduction that accrued or occurred more than one hundred eighty(180) days before the date of such demand, unless such increased costs or reduction is applied on a retroactive basis in which case suchonehundredeighty(180)dayperiodshouldbeextendedtoincludetheperiodofretroactive effectiveness of such event).

(b)    IfanyLenderortheAdministrativeAgentshallhavedeterminedthattheadoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the Financial Closing Date or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bankorcomparableagencymadeorissuedaftertheFinancialClosingDate,hashadtheeffectof reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within fifteen(15) days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction (provided that, theBorrowershallnotbeobligatedtopayanyadditionalamountoramountsincompensationfor any such reduction that occurred more than one hundred eighty(180) days before the date of such demand, unless such reduction is applied on a retroactive basis in which case such 180-day period should be extended to include the period of retroactive effectiveness of such event).

(c)    Notwithstanding anything herein to the contrary, (x)the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines ordirectivesthereunder or issued in connection therewith and (y)all requests, rules, guidelines or directives concerning capitaladequacypromulgatedbytheBankforInternationalSettlements,theBaselCommitteeon Banking Supervision (or any successor or similar authority) or the United States or foreign regulatoryauthoritiesshall,ineachcase,bedeemedtobeachangeinApplicableLawregardless of the date enacted, adopted or issued.

(d)    A certificate of a Lender claiming compensation under this Section10.3and setting forth the additional amount or amounts to be paid to it hereunder shall be prima facie evidence as to the amount thereof if reasonably determined.In determining such amount, such Lender may use any reasonable averaging and attribution methods.

(e)    IfanyLenderrequestscompensationunderthisSection10.3,oriftheBorroweris required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section12, then the Borrower may, at its sole expense and

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effort, upon notice to such Lender and the Administrative Agent, require the Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.19), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) if such assignee is not a Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,fromtheassignee(totheextentofsuchoutstandingprincipalandaccruedinterestand feesorcashcollateralizationofanyoutstandingLettersofCredit)ortheBorrower(inthecaseof all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under this Section10.3or payments required to be made pursuant to Section12, suchassignmentwillresultinareductioninsuchcompensationorpayments.ALendershallnot be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 10.4.Lending Offices.Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or Affiliate specified on the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or at such other of its branches, offices or Affiliates as it mayfrom time to time elect and designate in a written notice to the Borrower and the Administrative Agent.If any Lender requests compensation under Section10.3, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authorityfor the account of anyLender pursuant to Section 12, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereundertoanotherofitsoffices,branchesoraffiliates,if,inthejudgmentofsuchLender,such designationorassignment(i)wouldeliminateorreduceamountspayablepursuanttoSection 10.3or Section 12, as the case may be, in the future, and (ii) would not subject such Lendertoanyunreimbursedcostorexpenseandwouldnototherwisebedisadvantageoustosuch Lender.The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

SECTION11.THEAGENTS.

Section11.1.Appointment and Authorization of the Agents.Each Lender hereby appoints Natixis,NewYorkBranchastheAdministrativeAgentundertheCreditDocumentsandNatixis, New York Branch as the Collateral Agent under the Credit Documents, and hereby authorizes eachAgenttotakesuchactionastheAdministrativeAgentorCollateralAgent,asapplicable,on itsbehalfandtoexercisesuchpowersundertheCreditDocumentsasaredelegatedtosuch Agent by the terms thereof, together with such powers as are reasonablyincidental thereto.The Lenders expresslyagree that the Agents are not acting as a fiduciaryof the Lenders inrespect of theCreditDocuments,theBorrowerorotherwise,andnothinghereinorinanyoftheother Credit Documents shall result in any duties or obligations on any Agent or any of the Lendersexcept as expressly set forth herein.Use of the term “agent” in this Agreement or in any other

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CreditDocument(orany othersimilarterm)withreferencetoeitherAgentdoesnotconnote (and is not intended to connote), any fiduciary or other implied (or express) obligation arisingunderagency doctrine ofany applicable law.Instead such term is used as a matter of marketcustom,andisintendedtocreateorreflectonlyanadministrativerelationshipbetweenthe contracting parties.The Borrower agrees to pay to each Agent such fees and other charges as maybeseparatelyagreedinwriting.AnyentityintowhichtheAdministrativeAgentinits individual capacity may be merged or converted or with which it may be consolidated, or anycorporation resulting from any merger, conversion or consolidation to which the Administrative Agent in its individual capacity shall be a party, or any corporation to which substantially all of the corporate trust oragencybusiness of the AdministrativeAgent in its individual capacitymay be transferred, shall be the Administrative Agent under this Agreement without further action. The Collateral Agent maymerge or convert into, or consolidate with, another Person (other than theBorrowerorany AffiliateoftheBorrower)orsellortransferallorsubstantially allofits corporatetrustbusinesstoanyPerson(otherthantheBorroweroranyAffiliateoftheBorrower), andanyPerson(otherthantheBorroweroranyAffiliateoftheBorrower)intowhichthe Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person (other than the Borrower or any Affiliate of the Borrower) succeeding to all or substantially all of the corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent under the Credit Documents without the execution or filing of any paper or any further act on thepart of anyof theparties hereto (provided, however, that the Collateral Agent shall provide notice of such merger, conversion or consolidation, or suchsaleortransfer,totheAdministrativeAgentandtheBorrower),exceptwhereaninstrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.For the avoidance of doubt, any Person (other than the Borrower or any Affiliate of the Borrower) who shall succeed to the Collateral Agent under the preceding sentence shall not be required to meet the requirements set forth in Section11.6for a successor appointed by a retiring Agent.

Section 11.2.Agents and Their Affiliates.Each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any other Lender and may exercise or refrain from exercising such rights and powers as though it were not an Agent, and the Agents andtheirAffiliatesmayacceptdepositsfrom,lendmoneyto,andgenerallyengageinanykindof business with the Borrower or anyAffiliate of the Borrower as if it were not an Agent under the CreditDocuments.Theterm“Lender”asusedhereinandinallotherCreditDocuments,unless the context otherwise clearly requires, includes the Administrative Agent and the Collateral Agent in their individual capacities as Lenders, if applicable.

Section11.3.ActionbyAgents.

(a)    If the Administrative Agent receives from the Borrower a written notice of Default or an Event of Default pursuant to Section7.9hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof.The obligations of the Agents under the Credit Documents are onlythose expresslyset forththerein.Withoutlimitingthe generality

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of the foregoing, no Agent shall be required to take anyaction under anyCredit Document with respect to any Default or Event of Default.

(b)    The Administrative Agent shall be entitled to assume that no Default or Event of DefaultexistsunlessnotifiedinwritingtothecontrarybyaLenderortheBorrower.Inallcases in which the Credit Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take any action thereunder.Any instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Credit Documents, shall be binding upon all the LendersandtheholdersoftheObligations.TheAdministrativeAgentshallnothaveanydutyto take any discretionary action or exercise any discretionary power hereunder or under any Credit DocumentexceptasexpresslyinstructedinaccordancewiththetermsofsuchCreditDocument; providedthat theAdministrativeAgentshall not berequiredtotakeanyactionwhichiscontrary to any provision of the Credit Documents or Applicable Law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay or that may effect a forfeiture, modification or termination of a property interest in violation of any applicable bankruptcy/insolvency laws and the Administrative Agent shall in all cases be fully justified in failingorrefusingtoactunderthisAgreementoranyotherCreditDocumentunlessitfirst receives further assurances of its indemnification from the Lenders or the Borrower that the Administrative Agent reasonably believes it may require, including prepayment of any related expenses and anyotherprotection it requires against anyand all costs, expensesandliabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders.

(c)    The Collateral Agent shall not be deemed to haveknowledgeof, or berequired to actupon,anyDefaultorEventofDefaultunlessanduntilnoticedescribingsuchDefaultisgiven to a responsible officer of the Collateral Agent in writing bythe Borrower or the Administrative Agent, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default,” and the Collateral Agent shall have no duty to take anyaction to determine whether any such event has occurred.The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit DocumentstowhichtheCollateralAgentisaparty,anditsdutieshereunderandthereundershall be administrative in nature.Without limiting the generality of the foregoing, the Collateral Agent:

(i)    shall not be subject to anyfiduciaryor other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herebyorbytheotherCreditDocumentstowhichtheCollateralAgentisaspartythatthe Collateral Agent is required to exercise as directed in writing by the Administrative Agent; provided that the Collateral Agent shall not be required to take anyaction that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance

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ofdoubtanyactionthatmaybeinviolationoftheautomaticstayunderanyDebtorRelief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)    shall not, except as expressly set forth herein and in the other Credit Documents to which the Collateral Agent is a party, have anydutyto disclose, and shall notbeliableforthefailuretodisclose,anyinformationrelatingtotheBorroweroranyof its Affiliates that is communicated to or obtained bythe Person serving as the Collateral Agent or any of its Affiliates in any capacity.

(d)    The authority to enforce rights and remedies under this Agreement and other Credit Documents against the Borrower or shall be vested in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained by, the Administrative Agent for the benefit of all the Lenders and the LC Issuers.

Section11.4.LiabilityofAdministrativeAgent;CreditDecision.

(a)    Neither the Administrative Agent nor its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents: (i)withtheconsentorattherequestoftheRequiredLendersor(ii)intheabsenceofitsown gross negligence or willful misconduct as determined in a final and non-appealablejudgment by acourtofcompetentjurisdiction.NotwithstandinganyotherprovisionoftheCreditDocuments, theCollateral Agent shall not beliableforanyactiontakenornot takenbyit (i)with theconsent or at the request or direction of the Administrative Agent or (ii) in the absence of its own gross negligence or willful misconduct as determined bya court of competent jurisdiction byfinal and nonappealable judgment.

(b)    Neither Agent nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify: (A)any statement, warranty or representation made in connection with this Agreement, anyother Credit Document oranyCreditEvent;(B)theperformanceorobservanceofanyofthecovenantsoragreementsof the Borrower or any other Person contained herein or in any other Credit Document; (C) the satisfaction of anycondition specified in Section 6hereof, except receipt of items required to be delivered to the Administrative Agent or the Collateral Agent, as applicable; or (D)the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document or of any Collateral; and neither Agent makes any representation of any kind or character with respect to any such matter mentioned in this sentence.The Agents may consultwithlegalcounsel,independentaccountantsandotherexpertsselectedbythem,andshall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(c)    Each Agent may execute any of its duties under any of the Credit Documents by orthrough employees,agents(including,withoutlimitation,affiliates),andattorneys-in-factand shall not be answerable to the Lenders, the Borrower, or any other Person for the default or misconduct of anysuch agents or attorneys-in-fact except to theextentthat acourt ofcompetent

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jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such agent or attorney-in-fact.

(d)    Each Agent shall (i)not incur any liability by acting in reliance upon any notice, consent, certificate, orotherdocument orstatement(whetherwritten ororal)believed byit to be genuine or to be sent bytheproper partyorparties and (ii) be entitled to conclusivelyrelyupon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed,sentorotherwiseauthenticatedbytheproperperson,ineachcase,totheextentdelivered or received in accordance with the terms of the Credit Documents.The Agents may also rely uponanystatementmadetoitorallyorbytelephoneandbelievedbyittohavebeenmadebythe proper person, and shall not incur any liability for relying thereon, in each case, to the extent delivered or received in accordance with the terms of the Credit Documents.

(e)    In determining compliance with any condition to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, the Administrative Agent may presumethatsuchconditionissatisfactorytosuchLenderorLCIssuerunlesstheAdministrative Agent receives notice to the contraryfrom such Lender or LC Issuer prior to the making of such Loan or the issuance of such Letter of Credit.No Agent shall have any duty whatsoever to investigateorverifywhetheranysignatureisgenuineorauthorizedorwhethertheinformationin any such communication, instruction, certificate, notice or other document is genuine or accurate.In particular and without limiting any of the foregoing, neither Agent shall be responsible for or have any duty to ascertain or inquire into (i)any statement, warranty or representationmadeinorinconnectionwiththisAgreementoranyotherCreditDocument, (ii)thecontentsofanycertificate,reportorotherdocumentdeliveredhereunderorthereunderor in connection herewith or therewith, (iii)the performance or observance of any covenant, agreementorothertermorconditionsetforthhereinorthereinor theoccurrence ofanydefault, (iv)thevalidity, enforceability,effectivenessorgenuinenessofthisAgreement,anyotherCredit Document or any other agreement, instrument or document, or (v)the satisfaction of any conditionsprecedentsetforthinthisAgreement,otherthantoconfirmreceiptofitemsexpressly required to be delivered to the applicable Agent.The Administrative Agentmaytreat thepayee of anyObligation as the holder thereof until written notice of transfer shall have been filed with theAdministrativeAgentsignedbysuchpayeeinformsatisfactorytotheAdministrativeAgent.

(f)    In no eventshall anyAgent be required to expendorriskanyofitsownfundsor, except as provided in clause(a)of this Section11.4, otherwise incur any liability, financial or otherwise, in the performance of its duties under the Credit Documents or inthe exerciseof any of its rights or powers under the Credit Documents.

(g)    Each Lender acknowledges that it has independently and without reliance on the Administrative Agent, the Collateral Agent or any other Lender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis anddecisiontoextendcredittotheBorrowerinthemannersetforthintheCreditDocuments.It shallbetheresponsibilityofeachLendertokeepitselfinformedastothecreditworthinessofthe

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Borrower and its Subsidiaries, and the Administrative Agent shall not have any liability to any Lender with respect thereto.For purposes of this Section11.4(g), the term “Lender” includes each LC Issuer.

(h)    Neither Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, except as expressly set forth in this Agreement and in the other Credit Documents, any information relating to the Borrower or any of its Affiliates that is communicatedtoorobtainedbytheAdministrativeAgentortheCollateralAgentoranyoftheir Affiliates in any capacity.

(i)    NeithertheAdministrativeAgentnortheCollateralAgentshallincuranyliability fornotperforminganyactorfulfillinganyduty,obligationorresponsibilityhereunderbyreason ofanyoccurrencebeyond thecontrol ofsuchAgent (includingbut not limited toanyact ofGod, riots, wars, fires, earthquakes or other natural disasters, terrorism, provision of any present or futurelaw orregulation oract ofanygovernmental authority, civil unrest, labordispute,disease, epidemic or pandemic, quarantine, national emergency, utility failure, computer hardware or software failure, malware or ransomware attack, communications system failure, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system).

Section11.5. Indemnity.The Lenders shall ratably, in accordance with their respective Proportionate Shares, indemnifyand hold the Administrative Agent andtheCollateral Agent,in their respective capacities hereunder, and their respective directors, officers, employees, agents, advisors, and representatives harmless from and against any liabilities, losses, costs or expenses suffered or incurred by any of them under any Credit Document or in connection with the transactions contemplated thereby (including without limitation, in the case of the Collateral Agent, the performance of the Collateral Agent’s obligations under any control agreement, includinganyamountspayablebytheCollateralAgenttoabankorsecuritiesintermediaryunder acontrolagreementforfees,expensesorindemnificationofthebankorsecuritiesintermediary), regardless of when asserted or arising, except to the extent theyarepromptlyreimbursed for the same by the Borrower and except to the extent that any event giving rise to a claim was caused by the gross negligence or willful misconduct of the party seeking to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction.The obligations ofthe LendersunderthisSection11.5shallsurviveterminationofthisAgreementor the resignation or removal of the applicable Agent.Each Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due fromsuchLendertosuchAgenthereunder(whetherasfundingsofparticipations,indemnitiesor otherwise), but shall not be entitled to offset against amounts owed to such Agent byanyLender arising outside of this Agreement and the other Credit Documents.To the fullest extent permitted by Applicable Law, in no event shall any Agent or its officers, directors, employees, agents and advisors (each such person being called an “Agent Indemnitee”) be liable, for indirect, special, punitive, consequential or exemplary damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or the use of the proceeds thereof.No Agent Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials

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distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated thereby.The Lenders hereby confirm their obligations to the Depositarypursuant to Section 7.2(b) of the Depositary Agreement.

Section11.6.ResignationofAgentandSuccessorAgent.

(a)    Either Agent may resign at any time by giving written notice thereof to the Lenders(inthecaseoftheAdministrativeAgent)ortheAdministrativeAgent(inthecaseofthe Collateral Agent) and the Borrower.The Borrower may require the Administrative Agent to resign in the event that the Borrower is required to pay any Indemnified Taxes or additional amounts to the Administrative Agent or any Governmental Authority for the account of the Administrative Agent pursuant to Section 12.1or Section 12.3.

(b)    Upon the resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent.If no successor Agent shall have been so appointed bytheRequired Lenders, and shall have accepted such appointment, within thirty(30) days after the retiring Agent’sgivingofnoticeofresignation,thentheretiringAgentmay(butshallnotberequiredto), on behalf of the Lenders, appoint a successor Agent which maybe anyLender hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000; provided that, notwithstanding any of the foregoing, if the Borrower shall fail to provide its consent to a successor Agent within thirty(30) days of the retiring Agent’s notice of resignation (and the RequiredLendersshallotherwisehaveappointedasuccessorAgentinaccordancewiththis clause(b)) or if the Required Lenders shall have failed to appoint a successor Agent in accordance with this clause (b), the retiring Agent shall be entitled to apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable and documented out-of-pocket costs and expenses (including its reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Agents in connection with such proceeding shall be paid by the Borrower.Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, no successor Agent shall be appointed without the consent of the Borrower (which consent shall not be unreasonablywithheld or delayed).

(c)    Upon the acceptance of its appointment as the Administrative Agent or the CollateralAgenthereunder,suchsuccessorAgentshallthereuponsucceedtoandbecomevested with all the rights and duties of the retiring Agent under the Credit Documents, and the retiring Agent shall be discharged from its duties and obligations in such capacity thereunder first accruedafterthedateofsuchacceptance(otherthanitsdutiesandobligationsunder Section12.31of this Agreement).After any retiring Agent’s resignation hereunder, the provisions of this Section11, Section 12.24, Article 7 of the Depositary Agreement and all protectiveprovisions oftheCreditDocuments shallinureto itsbenefit astoanyactionstakenor omitted to be taken by it while it was an Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor.

(d)    If an Agent resigns and no successor is appointed within thirty(30) days of such Agent’s notice of resignation, the rights and obligations of such Agent shall be automatically

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assumed by the Required Lenders and (i)the Borrower shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii)such Agent’s rights in the Security Documents(ifany)shallbeassignedwithoutrepresentation,recourseorwarrantytotheLenders as their interests may appear.

Section 11.7.[Reserved].

Section11.8.Designation of Additional Agents.With the prior consent of the Borrower, the Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,” “leadarrangers,”“arrangers,”or otherdesignationsforpurposeshereto,butsuchdesignationshallhavenosubstantiveeffect,and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

Section11.9.ErroneousPaymentstoAdministrativeAgent.

(a)    Each Lender hereby agrees that (i)if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received bysuch Lender from the Administrative Agent or anyof its Affiliates were mistakenly or erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly,butinnoeventlaterthantwo(2)BusinessDaysthereafter,returntothe Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same dayfunds (in the currencyso received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined bythe Administrative Agent in accordance with banking industryrules oninterbank compensation from time to time in effect and (ii)to the extentpermitted byapplicablelaw,such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim,counterclaim,defenseorrightofset-offorrecoupmentwithrespecttoanydemand,claim or counterclaimbythe AdministrativeAgentforthereturnofanyErroneousPaymentsreceived, includingwithoutlimitationwaiverofanydefensebased on“dischargeforvalue”oranysimilar doctrine.A notice of the Administrative Agent to any Lender under this clause(a)shall be conclusive, absent manifest error.

(b)    Without limiting immediately preceding clause(a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (x)that is in a different amount than, or on a different date from, that specified in a noticeofpaymentsent bytheAdministrativeAgent(oranyofitsAffiliates)withrespecttosuch Erroneous Payment (an “Erroneous Payment Notice”), (y)that was not preceded or accompaniedbyanErroneousPaymentNotice,or(z)thatsuchLenderotherwisebecomesaware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error

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has been made (and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous Payment, and to the extent permitted byapplicablelaw, such Lendershall notassertanyright orclaim to theErroneous Payment,and herebywaives,anyclaim,counterclaim,defenseorrightofset-offorrecoupmentwithrespectto anydemand, claim or counterclaim bythe Administrative Agent forthe return of anyErroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.Each Lender agrees that, in each such case, it shall promptly (and, in all events, within two (2) Business Days of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in all events no later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each dayfrom and including the date such Erroneous Payment (or portion thereof) was received bysuch Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a ratedetermined bythe Administrative Agent in accordancewithbankingindustryrules on interbank compensation from time to time in effect.

(c)    The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or anyof its Subsidiaries, except, in each case, to the extent such Erroneous Payment(solelywithrespect to theamount of such Erroneous Payment that is comprised of funds received by the Administrative Agent from the Borrower or any of its Subsidiaries) is not returned by the recipient in accordance with this Section11.9, in which case it shall discharge, dollar for dollar, Obligations owed by the Borrowertosuchrecipient.TheBorrowershallbepermittedtoenforcethisSection11.9,and the parties hereto agree that remedies at law may not be a sufficient remedy and that the Borrower shall be entitled to specific performance of the terms of this Section11.9, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or in equity.

(d)    Each party’s obligations under this Section11.9shall survive the resignation or replacementoftheAdministrativeAgent,theterminationoftheCommitmentsortherepayment, satisfaction or discharge of all Obligations (or anyportion thereof) under anyCredit Document.

(e)    ForpurposesofthisSection11.9,theterm“Lender”includeseachLCIssuer.

Section11.10.Independent Consultants.Administrative Agent, in its reasonable discretion, may remove from time to time, any one or more of the Independent Consultants and appoint replacements reasonably acceptable to Borrower.Notice of any replacement Independent Consultant shall be given by Administrative Agent to Borrower, the Lenders and to the Independent Consultant being replaced.All reasonable fees and expenses of the Independent Consultants (whether the original Independent Consultants or replacements) shall be paid by Borrower; provided, however, that unless a Default or an Event of Default shall have occurred and be continuing, Administrative Agent shall request that each such Independent Consultant provide Borrower with its proposed scope of work and proposed budget therefor, and shall

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consult with andseek the consent of Borrower (such consent not to beunreasonablywithheld or delayed) with regard to the matters contained therein.

Section11.11.CollateralAgent.

(a)    Each Lender authorizes and directs the Collateral Agent to enter into the Credit Documents to which the Collateral Agent is a party on the date hereof on behalf of and for the benefit of the Secured Parties.Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Credit Documents, the Collateral Agent shall have all of the rights, immunities, indemnities and other protections granted to it underthisAgreement(inadditiontothosethatmaybegrantedtoitunderthetermsofsuchother agreement or agreements).

(b)    Delivery of reports, documents and other information to the Collateral Agent is for informational purposes only and the Collateral Agent’s receipt of the foregoing shall not constitute constructive knowledge of any event or circumstance or any information contained therein or determinable from information contained therein.Information contained in notices, reports or other documents delivered to the Collateral Agent and other publicly available information shall not constitute actual or constructive knowledge.

(c)    Notwithstanding any provision of this Agreement or the other Credit Documents to the contrary, before taking or omitting any action to be taken or omitted by the Collateral Agent under the terms of this Agreement and the other Credit Documents, the Collateral Agent may seek the written direction of the Administrative Agent (which written direction may be in the form of an email), and the Collateral Agent shall be entitled to rely(and is fullyprotected in so relying) upon such direction.The Collateral Agent shall not be liable with respect to any actiontakenoromittedtobetakenbyitinaccordancewithsuchdirection.IftheCollateral Agent requests such direction with respect to any action, the Collateral Agent is entitled to refrain from such action unless and until the Collateral Agent has received such direction, and the Collateral Agent does not incur liability to any Person by reason of so refraining.If the Collateral Agent so requests, it must first be indemnified to its satisfaction by the Lenders against any and all fees, losses, liabilities and expenses which maybeincurred bytheCollateral Agent by reason of taking or continuing to take, or omitting, any action directed by the Administrative Agent.Any provision of this Agreement or the other Credit Documents authorizingthe Collateral Agent to take anyaction does not obligate theCollateral Agent to take such action.Notwithstanding anything else to the contrary herein or in the other Credit Documents, whenever reference is made in this Agreement oranyotherCredit Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, requestorothercommunicationfrom,orotherdirectiongivenoractiontobeundertakenortobe (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that the Collateral Agent shall be acting at the direction of the Administrative Agent and shall be fully protected in acting pursuant to such directions.

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(d)    If at any time the Collateral Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any Collateral), the Collateral Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Collateral Agent complies with any such judicial or administrative order, judgment, decree, writorotherformofjudicialoradministrativeprocess,theCollateralAgentshallnotbeliableto anyofthepartiesheretoortoanyotherPersoneventhoughsuchorder,judgment,decree,writor process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(e)    Not less than four (4) Business Days (or such shorter period as may be agreed to by the Collateral Agent) prior to any payment, distribution or transfer of funds bythe Collateral AgenttoanyPersonundertheCreditDocuments,thepayeeshallprovidetotheCollateralAgent such documentation and information as may be requested by the Collateral Agent (unless such Person has previously provided the documentation or information, and so long as such documentation or information remain accurate and true).The Collateral Agent shall have no duty,obligationorliabilitytomakeanypaymenttoanyPersonunlessithastimelyreceivedsuch documentation and information with respect to such Person, which documentation and information shall be reasonably satisfactory to the Collateral Agent.The Collateral Agent shall have no responsibilityforinterest orincome onanyfunds held byit undertheCredit Documents and any funds so held shall be held uninvested pending distribution thereof.

(f)    The Collateral Agent shall not be responsible for and shall not have any obligation whatsoever to assure (i) that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it, or is cared for, protected, or insured or has been encumbered, (ii) the genuineness or value of any Collateral or the validity or sufficiency of any agreementcontainedthereinorthevalidityofthetitleofanyLoanPartytotheCollateral,or(iii) that the Liens granted to the Collateral Agent herein or pursuant to the Credit Documents have beenproperlyorsufficientlyorlawfullycreated,perfected,protected,orenforced,orareentitled to any particular priority.Notwithstanding anything contained in the Credit Documents or otherwise to the contrary, the Collateral Agent shall not have any duty to (i) file or prepare any financingorcontinuationstatementsorrecordanydocumentsorinstrumentsinanypublicoffice forpurposesofcreating,perfectingormaintaininganyLienorsecurityinterestcreatedunderthe Credit Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, monitor or maintain the Collateral; (iv) pay any taxes, charges, assessments or liens upon the Collateral; or (v) take any action to protect against any diminution in value of the Collateral.The actions described in items (i)through (v)shall bethe sole responsibility of the Borrower.

(g)    IntheeventthattheCollateralAgentisrequiredtoacquiretitletoanassetforany reason,ortakeanymanagerialactionofanykindinregardthereto,inordertocarryoutany obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or

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anyliabilityunder anyApplicable Law, the Collateral Agent reserves the right, instead of taking suchaction,eithertoresignasCollateralAgentortoarrangeforthetransferofthetitleor controloftheassettoacourtappointedreceiver(attheexpenseoftheBorrower).TheCollateral AgentwillnotbeliabletoanyPersonforanyenvironmentalliabilityoranyenvironmental claims or contribution actions under anyEnvironmental Law byreason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of dischargeorreleaseorthreateneddischargeorreleaseofanyHazardousMaterialsintothe environment.

(h)    TheCollateralAgent’ssoledutywithrespecttothecustody,safekeepingand physical preservation of theCollateral in its possession, under the UCC orotherwise, shall be to dealwithitinthesamemannerastheCollateralAgentdealswithsimilarpropertyforthe account of other customers in similar transactions.The Collateral Agent shall be accountable only foramountsthatitactually receivesasaresultoftheexerciseofitsrightsandpowers. ExceptforreasonablecareandpreservationoftheCollateralinitspossession(asdescribed above) and the accounting for moneys actually received by it hereunder, the Collateral Agentshall have no dutyas to the collection or protection of the Collateral or anyincome thereon,nor astothepreservationofrightsagainstpriorparties,norastothepreservationofanyrights pertaining thereto.

(i)    TheCollateralAgentshallbeentitledtorelyonanydirection,instruction,request, consent or other communication from the Administrative Agent without inquiryinto whether the AdministrativeAgenthasreceivedany concurrenceordirection of any Secured Parties.The Collateral Agent shall not have any obligation or duty with respect to the identity of any Lender or any other Secured Party or the amount of any Obligations owing to any Secured Party, andmayrelyexclusivelyoninformationprovidedbytheAdministrativeAgentinconnectiontherewith. TheCollateralAgentmayrelywithoutinvestigationonadeterminationbythe Administrative Agent regarding whether or not the Required Lenders or any Lender has takenanyaction orgivenanydirection,request, consent orapproval,requiredorpermittedto begiven or taken, as applicable, under the Credit Documents.The Collateral Agent shall have no duty, obligationorliabilitywithrespecttotheidentitiesoftheLenders,theamountoftheLoanorany portion thereof held by any Lender, the Register or the amount of the Obligations (other than amounts payable to the Collateral Agent), and the Collateral Agent may rely on the Administrative Agent’s determination with respect to all such matters.

SECTION12.MISCELLANEOUS.

Section12.1.Payments Free of Withholding Taxes.Any and all payments by or on account ofanyobligationofanyLoanPartyunderanyCreditDocumentshallbemadewithoutdeduction or withholding for anyTaxes, except as required byApplicable Law.If anyApplicable Law(as determinedinthegoodfaithdiscretionoftheapplicableLoanPartyortheAdministrativeAgent) requires the deduction or withholding of anyTax from anysuch payment bysuch Loan Partyor the Administrative Agent, then the applicable Loan Party or the Administrative Agent shall be entitled to make such deduction or withholding and shall timelypaythe full amount deducted or withheldtotherelevantGovernmentalAuthorityinaccordancewithApplicableLawand,ifsuch

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Tax is an Indemnified Tax, then thesum payable bytheapplicable LoanPartyshall beincreased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section12.1) the applicable Lender or Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Section12.2.Payment of Other Taxes by the Borrower.The Borrower shall timely pay to the relevant Governmental Authorityin accordance with Applicable Law, or at theoption ofthe Administrative Agent timelyreimburse it for the payment of, anyOther Taxes.

Section12.3.Indemnification by the Borrower.The Borrower shall indemnify each Lender or Agent, within ten(10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payableunderthis Section12)payableorpaid byanysuchLenderorAgentorrequired tobewithheldordeductedfromapaymenttosuchLenderorAgentandanyreasonableexpenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amount of such payment or liability delivered to the applicable Loan Party by such Lender or Agent shall be conclusive evidence as to the amount thereof, absent manifest error.

Section12.4.Evidence of Payments.As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section12, such Loan Party shall deliver to the Administrative Agent the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonablysatisfactoryto the Administrative Agent.

Section 12.5.Status of Lender.

(a)    If any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document, it shall deliver to each Loan Party and the Administrative Agent, on orprior to thedatesuch Lender acquires aninterest in a Loan, and subsequently, at the time or times reasonably requested by any Loan Party or the Administrative Agent, such properly completed and executed documentation reasonably requested as will permit such payments to be made without withholding or at a reduced rate of withholding.Inaddition,eachLender,onorpriortothedatesuchLenderacquiresaninterestin a Loan, and subsequently, if reasonably requested by any Loan Party or the Administrative Agent, shall deliver such other documentation prescribed byApplicable Law or so requested by such Loan Party or the Administrative Agent as will enable such Loan Party or the Administrative Agent todetermine whether ornot such Lender issubject tobackup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clauses(b)(i), (b)(ii)and (b)(iv)below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender.

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If a Loan Party becomes obligated to pay any Indemnified Taxes pursuant to this Agreement,eachLenderandtheAdministrativeAgentherebyagreetocooperatewithsuchLoan Party,atthecostandexpenseofsuchLoanParty,toavoidtheimpositionofsuchTax,including, without limitation, by designating a different lending office for the Loans of such Lender incurring such Tax or otherwise restructuring the transactions contemplated by this Agreement; provided that, such designation or restructuring will not, in the reasonable opinion of such Lender or the Administrative Agent, be disadvantageous to such Person.

Each Lender shall severally indemnify the Administrative Agent, within 10 days after demandtherefor,for(i)anyIndemnifiedTaxesattributabletosuchLender(butonlytotheextent that the Borrower has not already indemnified the Administrative Agent for such Indemnified TaxesandwithoutlimitingtheobligationoftheBorrowertodoso),(ii)anyTaxesattributableto such Lender’s failure to complywith the provisions of Section 12.18relating to themaintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, andanyreasonableexpensesarisingtherefromorwithrespectthereto,whetherornotsuchTaxes were correctly or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.Each Lender herebyauthorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (a).

(b)    Without limiting the generalityof the foregoing, in the event that anyLoan Party is a U.S. Person,

(i)    if any Lender is a U.S.Person it shall deliver to the Borrower (for the benefit of eachother LoanParty) andthe AdministrativeAgentonorpriortothedateon which such Lender becomes party to this Agreement (and from time to time thereafter uponthereasonablerequestoftheBorrowerortheAdministrativeAgent),copiesof executed IRS FormW-9 certifying that such Lender is exempt from U.S.federal backup withholding tax;

(ii)    ifanyLenderisnotaU.S.Personitshall,totheextentitislegallyentitled to do so, deliver to the Borrower (for the benefit of each other Loan Party) and the AdministrativeAgent(insuchnumberofcopiesasshallberequestedbytherecipient)on or prior to the date on which such Lender becomes party to this Agreement (and from timetotimethereafteruponthereasonablerequestoftheBorrowerortheAdministrative Agent), whichever of the following is applicable:

(1)    in the case of a Lender that is not a U.S.Person claiming the benefits of an income tax treaty to which the United States is a party (x)with respect to paymentsofinterestunderanyCreditDocument,copiesofexecutedIRSFormW-8BEN orW-8BEN-E(or,ineachcase,anapplicablesuccessorform)establishinganexemption from, or reduction of, U.S.federal withholding tax pursuant to the“interest” article of

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such tax treaty and (y)with respect to any other applicable payments under any Credit Document, IRS FormW-8BEN or W-8BEN-E (or, in each case, an applicable successor form) establishing an exemption from, or reduction of, U.S.federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)    copiesofexecutedIRSFormW-8ECI;

(3)    inthecaseofaLenderthatisnotaU.S.Personclaimingthe benefits of the exemption for portfolio interest under Section881(c) of the Code, (x)acertificate substantially in the form of ExhibitD-1to the effect that such Lender is not a “bank”withinthemeaningofSection881(c)(3)(A)oftheCode,a“10percentshareholder”oftheBorrowerwithinthemeaningofSection871(h)(3)(B)oftheCode,or a “controlled foreign corporation” related to the Borrower as described in Section881(c)(3)(C)oftheCode(a“U.S. TaxComplianceCertificate”)and(y) copiesofexecutedIRSFormW-8BEN or W-8BEN-E (or, in each case, an applicable successor form); or

(4)    totheextentaLenderthatisnotaU.S.Personisnotthebeneficial owner, copies of executed IRS FormW-8IMY, accompanied byIRSFormW-8ECI,IRS FormW-8BENorW-8BEN-E(or,ineachcase,anapplicablesuccessorform),a U.S.Tax ComplianceCertificatesubstantiallyin the form of ExhibitD-2or ExhibitD-3, IRS FormW-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Lender is treated as a partnership for U.S.federal income tax purposes and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S.Tax Compliance Certificate substantiallyin the form of ExhibitD-4hereto on behalf of each such direct and indirect partner.

(iii)    anyLenderthatisnotaU.S.Personshall,totheextentitislegallyentitled to do so, deliver to the Borrower (for the benefit of each other Loan Party) and the Administrative Agent (in such number of copies as shall be requested) on or prior to the dateonwhichsuchLenderbecomespartytothisAgreement(andfromtimetotime thereafter upon the reasonable request of the Borrower or the Administrative Agent), copies of any other executed form prescribed byApplicable Law as a basis for claiming exemption from or a reduction in U.S.federal withholding tax, dulycompleted, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower, anyother Loan Partyor the Administrative Agent to determine the withholding or deduction required to be made; and

(iv)    if a payment made to any Lender under any Credit Document would be subject to U.S. federal withholdingtax imposed byFATCA if such Lenderwere to fail to complywith the applicable reportingrequirements of FATCA (includingthose contained inSection1471(b)or1472(b)oftheCode,asapplicable),suchLendershalldelivertothe Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as

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prescribed by Section1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for any Loan Party and the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment.Solely for purposes of this clause(iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in anyrespect, it shall updatesuch form or certification or promptlynotify theBorrowerandtheAdministrativeAgentinwritingofitslegalinabilitytodoso.Forpurposes of Section 12.5, the term “Lender” includes each LC Issuer.

Section12.6.Status of the Administrative Agent.On or before the date on which Natixis, New York Branch (and any successor or replacement Administrative Agent) becomes the Administrative Agent hereunder, it shall deliver to the Borrower two copies of duly executed IRS Form W-9, W-8ECI or W-8BEN-E (as applicable with respect to any payments to be received on its own behalf) and IRS Form W-8IMY or W-9 (as applicable for all other payments).

Section12.7.Treatment of Certain Refunds.If any Lender or the Administrative Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section12.7, it shall pay to the Borrower in an amount equal to such refund but onlyto the extent of indemnitypayments made or additional amounts paid by the Borrower under this Section12with respect to Taxes giving rise to such refund, net of all out of pocket expenses (including Taxes) of such Lender or the Administrative Agent and without interest (other than any net interest paid by the relevant Governmental Authoritywith respect to such refund).Notwithstandinganythingtothecontrary in this Section12.7, in no event will anyLender or the Administrative Agent be required to pay any amount to the Borrower pursuant to this Section12.7, the payment of which would place such Lender or the Administrative Agent in a less favorable net after-tax position than such LenderortheAdministrativeAgentwouldhavebeen in ifthetax subject toindemnificationand givingrisetosuchrefundhadnotbeendeducted,withheldorotherwiseimposedandthe indemnification payments or additional amounts giving rise to such tax had never been paid.Each LoanParty,upontherequestofanyLenderortheAdministrativeAgent,agreestorepayto suchLenderortheAdministrativeAgenttheamountpaidovertotheBorrower(plusany penalties,interestorotherchargesimposedbytherelevantGovernmentalAuthority)ifsuch LenderortheAdministrativeAgentisrequiredtorepaysuchrefundorreductiontosuch Governmental Authority.This Section12.7shall not be construed to require any Lender or the Administrative Agent to make available its Tax Returns (or anyother information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section12.8.DefinedTerm.ForpurposesofSections12.1through12.7,theterm“Applicable Law” includes FATCA.

Section12.9.Survival.Eachparty’sobligationsunderSections12.1through12.7shallsurvive the resignation or replacement of any Agent or any assignment of rights by, or the replacement

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of,aLender,theterminationoftheCommitmentsandtherepayment,satisfactionordischargeof all Obligations (or any portion thereof) under any Credit Document.

Section 12.10. No Waiver, Cumulative Remedies.No delay or failure on the part of the Administrative Agent or any Lender or on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Credit Document shall operate as a waiverthereoforasanacquiescenceinanydefault,norshallanysingleorpartialexerciseofany powerorrightprecludeanyotherorfurtherexercisethereofortheexerciseofanyotherpoweror right.The rights and remedies hereunder of the Administrative Agent, the Lenders and of the holder or holders of anyof the Obligations are cumulative to, and not exclusive of, anyrights or remedies which any of them would otherwise have.

Section12.11.Non-Business Days.If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day on which date such payment shall be due and payable.In the case of any payment of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.

Section12.12.Survivalof Representations.All representations and warrantiesmadehereinor in anyotherCredit Document or in certificatesgivenpursuanthereto ortheretoshallsurvivethe execution and deliveryof this Agreement andtheotherCredit Documents, andshall continuein full force and effect with respect to the date as of which theywere made as long as anycredit is in use or available hereunder.

Section12.13.Survival of Indemnities.All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respecttotheLoansandLettersofCredit,including,butnotlimitedto,Section2.11, Section10.3, and Section12.24hereof, shall survive the termination of this Agreement and the other Credit Documents and the payment of the Obligations.

Section12.14.SharingofSet-Off.EachLenderagreeswitheachotherLenderpartyheretothat ifsuchLendershallreceiveandretainanypaymentpursuanttoSection12.25hereofinexcessof its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lendershall purchaseforcash at facevalue, but without recourse, ratablyfrom eachoftheother LenderssuchamountoftheLoansorReimbursementObligations,orparticipationstherein,held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to sharesuchexcesspaymentratablywithalltheotherLenders;provided,however,thatifanysuch purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.For purposes of this Section12.14, amounts owed to or recovered by the LC Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the LC Issuer as a Lender hereunder.The provisions of this Section12.14shall not be

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construed to apply to (x)any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and as a result of theoperation of Section 2.14hereof or, so long as no Default or Event of Default has occurred and is continuing, the payment of Loans on the applicable Maturity Date with respect to such Lender), (y)the application of cash collateral provided for in this Agreement, or (z)any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Obligations to any assignee or participant.

Section12.15.Notices.Except as otherwise specified herein, all notices hereunder and under the other Credit Documents shall be in writing (including, without limitation, notice by electronic communication) and shall be given to the relevant partyat its address set forth below, or such other address as such party may hereafter specify by notice to the Administrative Agent and the Borrower, bycourier, byUnitedStatescertified orregisteredmail, orbyotherelectronic communicationcapableofcreatingawrittenrecordofsuchnoticeanditsreceipt.Noticesunder the Credit Documents to any Lender shall be addressed to its address set forth on its Administrative Questionnaire; and notices under the Credit Documents to the Borrower or the Administrative Agent shall be addressed to their respective addresses set forth below:

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Each such notice, request or other communication shall be effective (i)if givenbymail, five(5) daysaftersuchcommunicationisdepositedinthemail,certifiedorregisteredwithreturnreceipt requested, addressed as aforesaid, or (ii)if given by any other means, when delivered at the addresses specified in this Section12.15or in the relevant Administrative Questionnaire; provided that, anynotice given pursuant to Section 2hereof shall be effective onlyupon receipt.

Section12.16.Counterparts.This Agreement maybe executedin anynumberof counterparts, and by the different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument.A facsimile or portable document format (“pdf”) signature page shall constitute an original for purposes hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation the Credit Documents, certificates, notices, consents, borrowing request and other documents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of

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records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system,as thecasemaybe, to theextentandasprovidedforinanyapplicablelaw,includingthe Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section12.17.Successors and Assigns.This Agreement shall inure to the benefit of and be binding upon the Borrower and its successors and permitted assigns, and shall inure to the benefit of and be binding on the Administrative Agent and each of the Lenders and their respective successors and permitted assigns, including any subsequent holder of any of the Obligations.NeitherNoneof the Devco Borrowernor the, Opco Borrower 1 or Opco Borrower 2may assign any of its rights or obligations under any Credit Document (other than assignments as a matter of law pursuant to a merger or dissolution permitted by Section8.4hereof) except with the written consent of all of the Lenders, and any such assignment without such consent shall be void and of no effect.

Section 12.18. Participants.   FollowingtheFinancialClosingDate,eachLendermaysell participationstooneormorebanks,financialinstitutionsorotherPersonsinalloraportionof itsrightsandobligationsunderthisAgreementwithouttheconsentoftheBorrower,theAdministrativeAgentoranyotherPerson;providedthat,theparticipantshallnotbecomea Lender (but shall, pursuant to the terms of the sale of such participation, be obligated to comply with Section12.33hereof as if the participant were a Lender) and (i)such Lender’s obligations underthisAgreement(includingitsCommitment)shallremainunchanged,(ii)suchLendershall remainsolelyresponsibletotheBorrowerfortheperformanceofsuchobligations,(iii)the Borrowershallcontinueto deal solely and directly with such Lender in connection with suchLender’srightsandobligationsunderthisAgreement,and(iv)noparticipantshallhaveanyright to approve any amendment or waiver of any provision of this Agreement, or anyconsent to any departure by any Person therefrom, except that such agreement may provide that such Lenderwill not agree to anymodification, amendment or waiver of the Credit Documents, without such participant’s consent, that would (a)increase the Commitments of such participant, (b)reduce theamountoforpostponeanyfixeddateforpaymentofanyObligationinwhichsuch participanthasaninterest(providedthat,noparticipant’sconsentshallberequiredforthe rescissionofanydefaultinterestimposedpursuanttoSection 2.9),or(c)releaseallor substantially all of the Collateral (except as otherwise provided for in the Credit Documents),and for the avoidance of doubt, no participant shall have any rights with respect to waivers ofdefaults or Events of Default.Any party to which such a participation has been granted shallhave the benefits of Sections 2.11and Section 10.3hereof except that any amount paid to such party under either such section shall not exceed the amount that would have been paid to suchLender insuchcircumstance.Any party towhichsucha participationhasbeen granted shall have the benefits and requirements of Sections12.1through 12.11(it being understood that the documentation required under Section12.5shall be delivered to the participating Lender) to the sameextentasifitwereaLenderandhadacquireditsinterestbyassignmentpursuantto Section12.19;providedthatsuchpartyshallnotbeentitledtoreceiveanygreaterpaymentunder Sections12.1through 12.7with respect to any participation than its participating Lender would

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havebeenentitledtoreceive.   TheBorrowerauthorizeseachLendertodisclosetoanyparticipant or prospective participant under this Section 12.18anyfinancial or other information pertaining to the Borrower or any Subsidiary, subject to the provisions of Section 12.33hereof. EachLenderthatsellsaparticipationshall,actingsolelyforthispurposeasanagentofthe Borrowerandeachother LoanParty,maintainaregisteronwhichitentersthenameandaddress ofeachparticipantandtheprincipalamounts(andstatedinterest)ofeachparticipant’sinterestin theLoansorotherobligationsundertheCreditDocuments(the“ParticipantRegister”);providedthat,noLendershallhaveanyobligationtodisclosealloranyportionoftheParticipant Register (including the identity of any participant or any information relating to a participant’s interestinanycommitments,loans,lettersofcreditoritsotherobligationsunderanyCredit Document) to any Person except to the extent that such disclosure is necessary to establish that suchcommitment,loan,letterofcreditorotherobligationisinregisteredformunder Section5f.103-1(c) of the United States Treasury Regulations and Section1.163-5(b)(1) of the proposed United States Treasury Regulations.The entries in the Participant Register shall beconclusiveabsentmanifesterror,andsuchLendershalltreateachPersonwhosenameis recordedinthe Participant Register as the owner of such participation for all purposes of thisAgreementnotwithstandinganynoticetothecontrary.   Fortheavoidanceofdoubt,the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Section 12.19. Assignments.

(a)    AnyLendermayatanytimeassigntooneormorebanks,financialinstitutionsor other Persons all or a portion of such Lender’s rights and obligations under this Agreement (including all of its Commitment and the Loans at the time owing to it), subject to clause(c)below.

(b)    The Borrower shall have the right to require an LC Issuer, at the Borrower’s sole expense and effort, upon notice to such LC Issuer and the Administrative Agent, to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an assignee (whichis an AcceptableLC IssuingBankidentifiedbytheBorrower)thatshallassume such obligations (which assignee maybe a Lender, if a Lender accepts such assignment) if such LC Issuer is no longer an Acceptable LC Issuing Bank; provided that such LC Issuer shall have received payment of all amounts payable to it hereunder.

(c)    Any assignment pursuant to Section12.19(a)must satisfy all of the following conditions:

(i)    Acceptable Bank.The assignee shall, at the time of such assignment, be an Acceptable Bank.

(ii)    No Partial Assignment.Solely with respect to LC Loans, the assignor must assign, and the assignee must assume, the LC Issuer’s entire Commitment and 100% of the LC Loans and participation interest in LC Obligations at the time owing to such LC Issuer.No LC IssuershallassignaportionorashareofsuchLC Issuer’srights

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and obligations under this Agreement with respect to a particular Letter of Credit (as opposed to all of such rights and obligations).

(iii)    RequiredConsents.    Noconsentshallberequiredforanyassignment except:

(1)    theconsentoftheAdministrativeAgentshallberequired;

(2)    theconsentoftheBorrower(suchconsentnottobeunreasonably withheld or delayed) shall be required unless (x)an Event of Default hasoccurred and is continuing at the time of such assignment or (y)such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed tohaveconsentedtoanyassignmentunlessitshallobjecttheretobywrittennoticewithin ten (10) Business Days after having received notice thereof;

(3)    theconsentofeachLCIssuer(suchconsentnottobeunreasonably withheld or delayed) shall be required if (1)such assignment is to a Person that is not a Lender,anAffiliateofsuchLenderoranApprovedFundwithrespecttosuchLenderor (2)that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(4)    if the assignment is by an LC Issuer, then, with respect to all applicable outstanding Letters of Credit, replacement LettersofCreditshallbeissuedby the assignee LC Issuer simultaneously with the effectiveness of such assignment.

(iv)    AssignmentandAcceptance.Thepartiestoeachassignmentshallexecute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided, however, that if the assignee is a Lender, or an Affiliateof a Lender,suchprocessing and recordation feeshall not bedue, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)    No Assignment to the Borrower.No such assignment or participation shall bemade to the Borrower or anyof its Affiliates orSubsidiaries without theconsent of each Lender.

(vi)    No Assignment toNatural Persons.No such assignmentshall bemadeto a natural person.

(vii)    NoAssignmenttoSanctionedPersons.Nosuchassignmentshallbemade to a Sanctioned Person.

SubjecttoacceptanceandrecordingthereofbytheAdministrativeAgentpursuantto Section 12.19(d)below, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a

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Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interestassignedbysuchAssignmentandAcceptance,bereleasedfromitsobligationsunderthis Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)butshallcontinuetobeentitledtothebenefitsofSection12.13and12.24withrespectto facts and circumstances occurring prior to the effective date of such assignment, and notwithstanding the foregoing, shall continue to be bound by Section12.33hereof.Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section12.19(c)shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section12.18hereof.

(d)    Register.The Administrative Agent, actingsolelyforthispurpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,and theCommitments of,andprincipalamounts of(andstatedinterest on)theLoansowingto,eachLenderpursuanttothetermshereoffromtimetotime (the“Register”).The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstandingnoticetothecontrary.TheRegistershallbeavailableforinspectionbythe Borrower andany Lender (for its own account), at any reasonable time and from time to timeupon reasonable prior notice.

(e)    Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section12.19shall not apply to any such pledge or grant of a security interest; provided that, no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured partyfor such Lender as a partyhereto; provided, further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or anyportion of the rights pledged or granted to it, whether bymeans of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.

Section 12.20. Amendments.

(a)    AnyprovisionofthisAgreementortheotherCreditDocuments(otherthan(x)in accordance with Section 12.20(b)(ii)and (y) any Fee Letter or any Permitted Hedging Agreements, which may only be amended in accordance with their terms) may be amended or waived if such amendment or waiver is in writing and is signed by (a)the Borrower, (b)the Required Lenders, and (c)if the rights or duties of any Agent, the Depositary or any LC Issuer are affected thereby, such Agent, the Depositaryor such LC Issuer, as applicable; provided that no amendment or waiver pursuant to this Section 12.20shall:

(i)    (A)increase any Commitment of any Lender without the consent of each Lender(itbeingunderstoodthatawaiverofanyconditionprecedentorthewaiverofany

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DefaultshallnotconstituteanincreaseofanyCommitment),or(B)reducetheamountof orpostponethedateforanyscheduledpayment ofprincipal orinterest onanyLoanorof any Reimbursement Obligation or of any fee payable hereunder without the consent of the Lender to which such payment is owing or which has committed to make such Loan or Letter of Credit hereunder and other Lender directly affected thereby (including, without limitation, by modifying the definition of “Maturity Date”, “Construction Loan Maturity Date”, “Bridge Loan Maturity Date”, “LC Loan Maturity Date” or “Upsize Bridge LoanMaturityDate” orotherwise extendingthematuritydateofanyLoan orany of the Notes with respect to such Lender (and without limiting clause (iii)below));

(ii)    without the consent of each Lender, (A) change the definition of “Required Construction Lenders”, “Required Lenders”, “Required Bridge Lenders” or “Required Upsize Bridge Lenders”, (B) change the provisions ofSection2.8(b)(i)(5), Section2.8(b)(i)(8),Section4.2,Section7.21,Section7.22,Section7.24,Section7.5, Section9.3,Section12.14,Section12.18,Section12.19,Section12.24hereof,orchange theprovisions ofthis Section12.20,(C)releaseorsubstituteallorsubstantiallyallofthe Collateral, release or substitute any guaranties under any of the Security Documents, or allow the release of funds from any Borrower Account for purposes of making a Restricted Payment, in each case other than in accordance with the terms hereof or the applicableCreditDocuments,(D)affectthenumberorpercentageofLendersrequiredto amend,waiveorotherwisetakeanyactionhereunderormakeanydeterminationorgrant anyconsenthereunderorunderanyotherCreditDocumentor(E)subordinatethe Obligations hereunder to any other Indebtedness or subordinate the Liens securing theObligations to Liens securing any other Indebtedness; and

(iii)    unless signed by each Lender adversely affected thereby, (A)extend the applicableMaturityDate, but such MaturityDate maybe extended solelywith respect to such Lender with the consent of such Lender (no Lenderhavinganobligationtoprovide any such consent) (it being understood that a waiver of any Default,Event of Default, mandatoryprepayment (other than anymandatoryprepayment underSection2.8(b)(i)(5)or Section2.8(b)(i)(8)or mandatory reduction of Commitments shall not constitute an extension of any maturity date) or (B)modify any condition precedent to any Credit Event;

provided, however, that notwithstanding anything to the contrary contained herein, (w)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased orextended without the consent of such Lender.No writing shall be required to give effect to the provisions of this Section 12.20, the Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any other Credit Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by Administrative Agent), in each case so long as such amendment, modification or supplement does not adversely affecttherightsofanyLender(orLCIssuer,ifapplicable)andtheLendersshallhavereceivedat leastfive(5)BusinessDays’priorwrittennoticethereofandAdministrativeAgentshallnothave

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received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

No waiver, amendment, or modification of any provision of this Agreement or any Credit Documentthatadverselyaffectstherights,interestsordutiesofAdministrativeAgent,Collateral Agent, Depositary, an LC Issuer or a Permitted Hedging Counterpartyshall be effective without the written consent of such affected Person.

(b)    BenchmarkReplacementSetting.

(i)    BenchmarkReplacement.Notwithstandinganythingtothecontraryherein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause(a)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposeshereunderandunderanyCreditDocumentinrespectofsuchBenchmarksetting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y)if a Benchmark Replacement is determined in accordance with clause (b)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.No Hedging Agreement shall be deemed to be a “Credit Document” for purposes of this Section 12.20.

(ii)    Benchmark Replacement Conforming Changes.In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changesfromtimetotimeand,notwithstandinganythingtothecontraryhereinorinany other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without anyfurther action or consent of any other party to this Agreement or any other Credit Document.

(iii)    Notices; Standards for Decisions and Determinations.The Administrative Agent will promptly notify the Borrower and the Lenders of (i)the implementation of any Benchmark Replacement and (ii)the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.The Administrative Agent will promptlynotifythe Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section12.20(b)(iv).Any determination, decision or election that maybe

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made bythe Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section12.20(b), including any determinationwithrespecttoatenor,rateoradjustmentoroftheoccurrenceor non-occurrenceofanevent,circumstanceordateandanydecisiontotakeorrefrainfrom taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from anyother party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 12.20(b).

(iv)    Unavailability of Tenor of Benchmark.Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection withtheimplementationofaBenchmarkReplacement),(i)ifthethen-currentBenchmark is a term rateand either(A) anytenor for such Benchmark is not displayed on ascreen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for suchBenchmarkisnotorwillnotberepresentativeorincompliancewithoralignedwith the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings atoraftersuchtime to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i)above either (A)is subsequently displayed on a screen or information service for a Benchmark (includingaBenchmarkReplacement)or(B)isnot,orisnolonger,subjecttoan announcementthat it is not orwill not berepresentativeorincompliancewith oraligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)    Benchmark UnavailabilityPeriod.UpontheBorrower’s receiptofnotice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted anysuch request into a request for a Borrowing of or conversion to Base Rate Loans.During a Benchmark UnavailabilityPeriod orat anytimethat atenorforthethen-currentBenchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.

(vi)    The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to any Benchmark, any

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component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b)the effect, implementation or composition of any Benchmark Replacement Conforming Changes.The Administrative Agent and its affiliates or other related entities mayengage in transactions that affect the calculation of anyBenchmark,anyalternative,successororreplacementrate(includinganyBenchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.The Administrative Agent may select information sources or services in itsreasonablediscretiontoascertainanyBenchmark,anycomponentdefinitionthereofor rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement,andshallhavenoliabilitytotheBorrower,anyLenderoranyotherpersonor entityfordamagesofanykind,includingdirectorindirect,special,punitive,incidentalor consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

(vii)    The Administrative Agent shall not be liable for any inability, failure or delayon its part to perform anyof its duties set forth in this Agreement as a result of the unavailability of Compounded SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of anyinability, delay, error or inaccuracyonthepartofanyothertransactionparty,includingwithoutlimitationthe Required Lenders, in providing anydirection, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

Section 12.21. Non-Recourse.Notwithstanding any other provisionof the Credit Documents (but subject to the other terms of this Section 12.21), other than the express obligations of each Loan Party(each a “Non-Recourse Entity”) under each Credit Document to which such Person isaparty,thereshallbenorecoursewhatsoeveragainstanyNon-RecourseEntityoranyaffiliate, member, stockholder, officer, employee, director or partner of anyNon-Recourse Entity(each, a “Non-Recourse Party”) for anyliabilityto (including such liabilityas mayarise byoperation of law,whetherincontract,intortorstrictliabilityorinequity),orotherclaimof,the Administrative Agent, the Collateral Agent, the Depositary, the Lenders, the LC Issuer or theother Secured Parties or their respectiveaffiliates arisingout of, relatingto or in connection with this Agreement or the other Credit Documents or anybreach or default hereunder or thereunder, andtheAdministrativeAgent,theCollateralAgent,theDepositary,theLenders,theLCIssueror the other Secured Parties shall look solely to the Borrower (but not to any Non-Recourse Party) andtheCollateralandtherents,issues,profits,proceedsandproductsoftheCollateralin enforcing rights, remedies and obligations under and in connection with the Credit Documents. The foregoing provisions of this Section 12.21shall not constitute a waiver, release or discharge of(a)anyoftheobligationsoftheBorrower,or(b)anyoftheexpressobligationsofany

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Non-Recourse Partyunder each Credit Document to which such Person is a party, and the same shallcontinueuntilfullypaid,discharged,observed,orperformedinaccordancewithsuch Credit Document.As amaterial consideration of theBorrower executingtheCredit Documents, and without limiting the other provisions of this Section 12.21, but subject to the immediatelyprecedingsentence, the AdministrativeAgent, theCollateral Agent, theDepositary, the Lenders, the LCIssuerandthe otherSecuredParties expressly waive recourse against any entity other than the Borrower with respect to the Borrower’s obligations under the Operative Documents to whichitisaparty.Notwithstanding anything tothecontrary containedintheforegoing,itis expresslyunderstoodandagreed thatnothingcontainedin thisSection 12.21shallbedeemedto (i)limit in any respect the enforceability against any party to an Operative Document, including any Non-Recourse Entity, of such Operative Document in accordance with the express terms thereof;or(ii)releaseanyIndependentConsultantorlegalconsultantinitscapacityassuchfrom liability on account of any report, certification or legal opinion rendered in connection with the transactions contemplated hereby.

Section 12.22. Borrower Liability.

(a)    As of the Financial Closing Date, the portion of the Construction Loan Commitments, the Bridge Loan Commitments, Upsize Bridge Loan Commitments, and LC Commitments allocable to each Project is set forth on Schedule 12.22(a).

(b)    On the date on which the Back-Leverage Date for a Project shall have occurred, the applicable Opco Borrower shall be deemed to assume from the Devco Borrower all Obligations of the Devco Borrower outstanding under the Credit Documents related to such Project, as well as any rights of Devco Borrower hereunder to request a Borrowing of Construction Loans or Bridge Loans or an issuance of a Letter of Credit with respect to any Commitments allocable to such Project.

(c)    From and after the date on which Completion and SC Funding Date for each Project shall have occurred, (i) the Devco Borrower shall no longer be a Borrower under the Credit Documents and (ii) immediately after the assumption of all Projects pursuant to the foregoing clause (b), any obligations of the Devco Borrower set forth in the Credit Documents hereby are assigned to, and assumed by, the OpCoapplicable OpcoBorrower (and, upon such assumption, Devco Borrower shall automatically be released therefrom).

Section12.23.Headings.Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.

Section12.24. Costs and Expenses; Indemnification.

(a)    The Borrower shall pay promptly upon written notice from the Administrative Agent all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreementandtheotherdocumentstobedeliveredhereunder,whetherornotanydrawdownhas been made hereunder, including without limitation, the reasonable and documented fees andout-of-pocketexpensesof(i)onecounseland(ii)anytransaction-relatedexpensesrelatingtothe

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maintenance of a Debtdomain (or equivalent) website.The Borrower further agrees to pay all reasonable and documented costs and expenses in connection with (i) audits, (ii)appraisals and valuations,(iii)thepreparationorreviewofwaivers,consentsandamendments,(iv)questionsof interpretation of this Agreement, (v) the establishment of the validity and enforceability of this Agreement, (vi) the preservation or enforcement of rights of the Administrative Agent and the Lenders under this Agreement and other Credit Documents to be delivered hereunder, including conducting searches, filing fees and documentation fees, and (vii) the exercise of any right or remedy of any nature or kind contained herein or in any Credit Document, including, without limitation, all reasonable costs and expenses sustained by the Administrative Agent and the Lenders as a result of any failure by the Borrower to perform or observe any of its obligations hereunder, together with interest at the highest rate borne bythe Obligations when such amounts are overdue.Such costs and expenses shall be payablewhether or not a Loan is advanced under this Agreement.

(b)    TheBorrowershalldefendandindemnifytheAdministrativeAgent,eachLender, each LC Issuer and each related party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, obligations, liabilities, penalties, judgments, costs and expenses of whatever kindornature,whetherornotwellfounded,meritoriousorunmeritorious,demanded,assertedor claimed by any Person against any Indemnitee in any way relating to, arising out of, in connection with, or as a result of (i)this Agreement, any other Operative Document or any agreement or instrument contemplated hereby or thereby, the Project, the performance by any party to any Credit Document of its obligations hereunder or thereunder, or any transactions contemplated under any Credit Document, (ii)any Loan or Letter of Credit or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, from, or to any property currently or formerly owned or operated by the Borrower, or any Environmental Liability or Environmental Claim related in any way to the Borrower or the Project,(iv) theexercisebytheAdministrativeAgent(ortheotherSecuredParties)oftheir rights and remedies (including foreclosure) under any Credit Document, (v)any claim, action, civil penaltyor fine, anysettlement and anyother kind of loss or liability, and all reasonable and documented costs and expenses (including reasonable and documented counsel fees and disbursements),incurredbyanyIndemniteeasaresultofconductoftheBorroweroranyoftheir directors, officers, employees, agents or advisors that violates any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions or (vi)any actual or prospective claim, litigation,investigationorproceedingrelatingtoanyoftheforegoing,whetherbasedoncontract, tort or any other theoryand regardless of whether any Indemnitee is apartythereto (but, in each case,limited,inthecaseoflegalfeesandexpenses,tothereasonableanddocumentedout-of-pocket fees, disbursements and other charges of (1)one counsel to all Indemnitees taken as a whole, (2) if reasonably necessary, additional counsel in the event of anyactual or potential conflict of interest between Indemnitees and (3)if reasonably necessary, one firm of local counsel in each relevant jurisdiction); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee as determined in a final non-appealable judgment by a court of competent

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jurisdiction or (y)any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under anyfacilityand other than anyclaims arising out of anyact or omission of the Borrower or any of its Affiliates.This indemnityshall survive the resignation or removal of the Administrative Agent and the termination of this Agreement.Notwithstanding the foregoing, this Section 12.24(b)shall not apply to any loss attributable to any Taxes other than any Taxes that represent losses arising from any non-Tax claim.To the fullest extent permitted by Applicable Law, in no event shall any Indemnitee be liable, for indirect, special, punitive, consequential or exemplary damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or the use of the proceeds thereof.No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection withthis Agreement or the other Credit Documents or the transactions contemplated thereby.

(c)    A certificate of a Lender as to the amount of any such loss or expense shall be prima facie evidence as to the amountthereof, in theabsenceofmanifesterror.Theagreements in this Section12.24shall survive the termination of this Agreement and repayment of the Obligations.

(d)    The Borrower herebyacknowledges and agrees that the obligations of the Devco Borrower set forth in Sections 7.1 and 7.2 of the Depositary Agreement shall survive the termination, discharge or releaseofthe DepositaryAgreement andthe resignationor removalof the Collateral Agent or the Depositary.Upon any such termination, discharge or release of the Depositary Agreement, Sections 7.1 and 7.2 of the Depositary Agreement shall be incorporated in this Agreement as if set forth in full herein on the date of this Agreement.

This Section12.24shall not apply with respect to Taxes other than any Taxes that representlosses,claims,damages,liabilitiesandrelatedexpensesarisingfromanyindemnifiable non-Tax claim.

Section 12.25. Set-off.If an Event of Default shall have occurred and be continuing, each Lender and each LC Issuer is hereby authorized by the Borrower at any time or from time to time, to the fullest extent permitted by law, upon providing written notice to the Administrative Agent, but without notice to the Borrower or to any other Person other than the Administrative Agent, any such notice being hereby expressly waived, to set-off and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not includingtrustaccounts)andanyotherindebtednessatanytimeowingbythat LenderorthatLC Issuer to or for the credit or the account of the Borrower, whether or not matured, against and on account of the overdue Obligations of the Borrower to that Lender or that LC Issuer under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (a) that Lender or thatLCIssuershallhavemadeanydemandhereunderor(b)theprincipalofortheinterestonthe LoansandotheramountsduehereundershallhavebeenacceleratedpursuanttoSection9hereof.

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Section12.26.EntireAgreement.TheCreditDocumentsconstitutetheentireunderstandingof the parties thereto with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.

Section12.27.Governing Law.This Agreement and the other Credit Documents (except as otherwise specified therein), 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.

Section 12.28. Severability of Provisions.Any provision of any Credit Document which is unenforceableinanyjurisdictionshall,astosuchjurisdiction,beineffectivetotheextentofsuch unenforceabilitywithout invalidating the remaining provisions hereof or affecting the validityor enforceability of such provision in any other jurisdiction.All rights, remedies and powers provided in this Agreement and the other Credit Documents maybe exercised onlyto the extent that the exercise thereof does not violate anyapplicable mandatoryprovisions of law, and all the provisions of this Agreement and other Credit Documents are intended to be subject to all applicable mandatoryprovisions of law which maybe controlling and to be limited to the extent necessary so that they will not render this Agreement or the other Credit Documents invalid or unenforceable.

Section12.29.Construction.The parties acknowledge and agree that the Credit Documents shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Credit Documents.The provisions of this Agreement relating to Subsidiaries shall only apply during such times as the Borrower has one or more Subsidiaries.Nothing contained herein shall bedeemed or construed to permit anyact oromission which is prohibited bytheterms of anySecurityDocument, the covenants and agreementscontainedhereinbeingin addition to and not in substitution for the covenants and agreements contained in the Security Documents.

Section12.30.Lenders’ Obligations Several.The obligations of the Lenders hereunder are several and not joint.Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other entity.

Section 12.31. Submission to Jurisdiction; Waiver of Jury Trial.

(a)    Each of the Devco Borrower, Opco Borrower 1and Opco Borrower 2 hereby submits to the nonexclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The Cityof New York, for purposes of all legal proceedings arising out of or relating to this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby.Each of the Devco Borrower, Opco Borrower 1and Opco Borrower 2irrevocablywaives, to the fullest extent permitted bylaw, anyobjection which theymaynowor hereafter have to the laying of thevenue of anysuch proceedingbrought in such acourt and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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(b)    EACH OF THE DEVCO BORROWER, OPCO BORROWER 1AND OPCO BORROWER2, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE LENDERS AND THE LC ISSUERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

(c)    Each of the Devco Borrower, OpcoBorrower1and Opco Borrower 2agrees,to the fullest extent permitted by Applicable Law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section12.31brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to thejurisdiction ofwhich it oranyof its assets is ormaybesubject) byasuit upon such judgment.

(d)    Nothing in this Section12.31shall affect the right of anyLender or LC Issuer to serve process in any manner permitted by law, or limit any right that any Lender or LC Issuer may have to bring proceedings against the parties hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Section12.32.USAPATRIOTACT.EachLenderthatissubjecttotherequirementsofUnited States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect (the“PATRIOT Act”) hereby notifies the Borrower that pursuant to the requirements of thePATRIOTAct,itisrequiredtoobtain,verify,andrecordinformationthatidentifiesthe Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the PATRIOT Act.

Section12.33.Confidentiality.Each of the Agents, the Lenders and the LC Issuers agree to maintaintheconfidentialityoftheInformationandtheCreditDocuments(andthetermsthereof) and agrees touse all reasonable efforts topreventthedisclosurethereof,exceptthat Information and the Credit Documents (and the terms thereof) may be disclosed (a) to its branches and Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and Credit Documents (and the terms thereof) and instructed to keep such Information and Credit Documents (and the terms thereof) confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by Applicable Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement

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containing provisions substantiallythe same as (or no less restrictive than) those of this Section 12.33, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement orpaymentshereunder;(g)onaconfidentialbasistoanyratingagencyinconnection with rating the Borrower or its Subsidiaries or the Loan Facilities; (h) with the consent of the Borrower; (i) to the extent such Information or Credit Documents (or the terms thereof) (x) becomes publicly available other than as a result of a breach of this Section 12.33, or (y) becomes available to any Agent, any Lender, any LC Issuer or any of their respective Affiliates onanon-confidentialbasisfromasourceotherthantheBorrowerthatisnotknowntobesubject to a confidentiality obligation to the Borrower or any other Loan Party or (z) is independently discoveredordevelopedbyapartyheretowithoututilizinganyInformationorCreditDocuments (or the terms thereof) received from theBorrower or violatingthe terms of this Section 12.33; or (j)totheextentrequiredbyapotentialoractualinsurerorreinsurerinconnectionwithproviding insurance,reinsuranceorcreditriskmitigationcoverageunderwhichpaymentsaretobemadeor may be made by reference to this Agreement.In addition, the Agents, the LC Issuers and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents or any LC Issuer or Lender in connection with the administration of this Agreement, the other Credit Documents, and the Commitments.

NotwithstandinganycontraryprovisionofthisSection12.33,eachLendershallhavethe right to publicize its participation in the Loan and the transactions contemplated in this Agreement and the other Credit Documents through industry standard methods including, withoutlimitation,tombstoneadvertisementsandpressreleases;provided,however,thatpriorto anysuchpublicationthroughindustrystandardmethods,suchLenderwillsecuretheBorrower’s approval of the form and content of publication, which will not be unreasonablywithheld.

Section12.34. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    The application of any Write-Down and Conversion Powers by the applicable Resolution Authorityto anysuch liabilities arising hereunder which maybepayabletoitbyany party hereto that is an Affected Financial Institution; and

(b)    TheeffectsofanyBail-InActiononanysuchliability,including,ifapplicable, (i)a reduction in full or in part or cancellation of any such liability, (ii)a conversion of all, or a portionof,suchliabilityintosharesorotherinstrumentsofownershipinsuchAffectedFinancial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise

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conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document, or (iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section12.35.Limitations on Liability.NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE) IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREESNOTTOSUEUPONANYSUCHCLAIMFORANYSUCHSPECIAL,INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR; PROVIDED THAT NOTHING IN THIS SECTION 12.35SHALL LIMIT THE INDEMNITY AND REIMBURSEMENT OBLIGATIONS OF ANY PERSON TO THE EXTENT SET FORTH IN THECREDITDOCUMENTS(INCLUDINGWITHOUTLIMITATIONSECTIONS11.5,12.3AND 12.24OF THIS AGREEMENT AND SECTIONS 7.1 AND 7.2 OF THE DEPOSITARY AGREEMENT) IN RESPECT OF ANY THIRD-PARTY CLAIMS ALLEGING SUCH SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Section12.36.AcknowledgmentRegardingAnySupportedQFCsAcknowledgment.

TotheextentthattheCreditDocumentsprovidesupport,throughaguaranteeor otherwise,forPermittedHedgingAgreementsoranyotheragreementorinstrumentthatisa QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the“U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or anyother state of the United States):

(a)    IntheeventaCoveredEntitythatispartytoaSupportedQFC(each,a“Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,

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obligationandrightsinproperty)weregovernedbythelawsoftheUnitedStatesorastateofthe UnitedStates.In the event aCoveredPartyor a BHC Act Affiliate of aCoveredPartybecomes subjecttoaproceedingunderaU.S.SpecialResolutionRegime,DefaultRightsundertheCredit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States.Without limitation of the foregoing, it is understood and agreed that rightsandremedies oftheparties withrespect to aDefaultingLendershall in noeventaffect the rights of anyCovered Partywith respect to a Supported QFC or anyQFC Credit Support.

(b)    AsusedinthisSection12.36,thefollowingtermshavethefollowingmeanings:

“BHC Act Affiliate” of a partymeans an “affiliate” (as suchterm isdefinedunder, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“CoveredEntity”meansanyofthefollowing:

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

(b)    a“coveredbank”asthattermisdefinedin,andinterpretedinaccordancewith,12 C.F.R.§47.3(b);or

(c)    a“coveredFSI”asthattermisdefinedin,andinterpretedinaccordance with, 12 C.F.R.§382.2(b).

“DefaultRight”hasthemeaning assignedtothattermin,andshallbeinterpretedin accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section12.37.Keepwell.Each Qualified ECP Guarantor hereby jointly and severally absolutely,unconditionallyandirrevocablyundertakes toprovidesuch funds orothersupport as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement and otherwise under the Credit Documents in respect of Swap Obligations (provided,however,thateachQualifiedECPGuarantorshallonly be liable under thisSection 12.37forthemaximumamountofsuchliabilitythatcanbeherebyincurredwithoutrenderingits obligations under this Section 12.37, as it relates to such Loan Party, or otherwise under this Agreement and otherwise under theCredit Documents, voidableunder applicablelaw relatingto fraudulentconveyanceorfraudulenttransfer,andnotforanygreateramount).Theobligationsof each Qualified ECP Guarantorunder this Section 12.37shall remain in fullforceandeffect until a discharge in full of all Swap Obligation. Each Qualified ECP Guarantor intends that this Section 12.37constitute, and this Section 12.37shall be deemed to constitute, a

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“keepwell, support, or other agreement” for the benefit of each other Loan Partyfor all purposes ofSection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 12.38. Co-BorrowerRelationship.

(a)    Each of Devco Borrower, Opco Borrower 1and Opco Borrower 2is accepting joint and several liability as a “Borrower” hereunder and under the other Credit Documents in consideration of thefinancial accommodations to beprovided bytheLenders and theLC Issuing Banks under the Credit Documents, for the mutual benefit, directly and indirectly, of each of Devco Borrower, Opco Borrower 1and Opco Borrower 2 and in consideration of the undertakings of the other to accept joint and several liability for the Obligations. Each of Devco Borrower,OpcoBorrower1andOpcoBorrower2,jointlyandseverally,herebyirrevocablyand unconditionally accepts, not merely as a suretybut also as a co-debtor, joint and several liability with the other with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 12.38), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of Devco Borrower, OpcoBorrower1andOpcoBorrower2withoutpreferencesordistinctionbetweenthem.Ifandtothe extent that eitheranyof Devco Borrower, Opco Borrower 1and Opco Borrower 2shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other willmake, without duplication, payment of any unpaid amount with respect to, or perform, such Obligation. Notwithstanding the foregoing, upon the assumption of all Projects in accordance with Section12.22(b), the Devco Borrower shall immediately cease to be a Borrower and be unconditionally and absolutely released and discharged from its obligations and its liabilities as Borrower under this Agreement and the other Credit Documents.

(b)    The Obligations of each of Devco Borrower, Opco Borrower 1and Opco Borrower 2under the provisions of this Section12.38constitutethe absolute andunconditional, full recourse obligations of each Borrower enforceable against each, irrespective of the validity or enforceability of this Agreement or any other circumstance whatsoever.

(c)    Except as otherwise expressly provided in this Agreement or the other Credit Documents,(i)eachofDevcoBorrower,OpcoBorrower1andOpcoBorrower2herebywaives notice of acceptance of its joint and several liability, and (ii) (A) any notice of any Loans under orpursuant to thisAgreement,(B)anynoticeoftheoccurrenceofanyDefault,Event ofDefault, orofanydemandforanypaymentunderthisAgreement,(C)anynoticeofanyactionatanytime taken or omitted by any Secured Party under or in respect of any of the Obligations, and (D) all demands, notices and other formalities of everykind in connection with this Agreement (except as otherwise provided in this Agreement or the other Credit Documents) that, in the case of each of clauses (A) through (D) are delivered to either of Devco Borrower, Opco Borrower 1and OpcoBorrower 2shallbedeemedtobegiventobothDevcoBorrowerandOpcoBorrower.Any extension or postponement of the time for the payment of anyof the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Secured Party at any time or times in respectofanydefaultbyDevcoBorrower,OpcoBorrower1orOpcoBorrower2,asapplicable,

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in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any of the other Credit Documents, any and all other indulgences whatsoever by any Secured Party in respect of any of the Obligations, and the taking, addition, substitution or release,inwholeorinpart,atanytimeortimes,ofanysecurityforanyoftheObligationsofany other Person or the addition, substitution or release, in whole or in part, of eitheranyof Devco Borrower, Opco Borrower 1and Opco Borrower2, in the case of each of theforegoinggranted to, made by, agreed to by or accepted by eitheranyof Devco Borrower, Opco Borrower 1and Opco Borrower 2 shall be deemed to be granted to, made by, agreed to or accepted by bothDevco Borrower, Opco Borrower 1and Opco Borrower2. The obligations of each of Devco Borrower, Opco Borrower 1and Opco Borrower 2 under this Section 12.38shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Loan Party or the Sponsor. The joint and several liability of Devco Borrower, Opco Borrower 1and Opco Borrower 2 hereunder shall continue in full force and effect notwithstanding any absorption, merger, division, amalgamation or any other change whatsoever in the name, constitution or place of formation of either Devco Borrower, Opco Borrower 1or Opco Borrower2.

(d)    EachofDevcoBorrower,OpcoBorrower1andOpcoBorrower2representsand warrants to the Administrative Agent and the other Secured Parties that it is currently informed of the financial condition of the other. Each of Devco Borrower, Opco Borrower 1and Opco Borrower 2herebyassumes all responsibilityfor keeping itself informed of the other’s financial condition, the financial condition of other guarantors, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(e)    Each of Devco Borrower, Opco Borrower 1and Opco Borrower 2agrees that if any certificate is executed and delivered by one or both of them in its capacity as a “Borrower” hereunder,butnotbothofthem,suchcertificatemayberelieduponbytheAdministrativeAgent and the other Secured Parties, and shall bind both of Devco Borrower, Opco Borrower 1and Opco Borrower2, as if it were executed by all of them.

(f)    TheprovisionsofthisSection12.38aremadeforthebenefitofeachSecured PartyandmaybeenforcedbyitorthemfromtimetotimeagainstanyorbothallofDevco Borrower, Opco Borrower 1and Opco Borrower 2as often as occasion therefor mayarise and withoutrequirement onthepart ofanySecuredPartyfirst tomarshalanyofitsortheirclaimsor toexerciseanyofits ortheirrightsagainst theotherortoexhaustanyremediesavailableto itor them against the other or to resort to any other source or means of obtaining payment of anyof the Obligations or to elect any other remedy.

(g)    EachofDevcoBorrower,OpcoBorrower1andOpcoBorrower2herebyagrees that it will not enforce any of its rights of contribution or subrogation against the other with respect to anyliabilityincurred byit hereunder orunder anyoftheotherCredit Documents, any paymentsmadebyittoanySecuredPartywithrespecttoanyoftheObligationsoranycollateral security therefor until the Discharge Date. Any claims that either of Devco Borrower, OpcoBorrower 1and Opco Borrower 2may have against the other with respect to any payments to any Secured Party under any Credit Documents are hereby expressly made subordinate and

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juniorinrightofpaymenttothepriorpaymentinfullincashoftheObligationsand,intheevent of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to either of Devco Borrower, OpcoBorrower 1and Opco Borrower2, its debts or its assets, whether voluntaryor involuntary, this Agreementshallhaveterminatedbeforeanypaymentordistributionofanycharacter,whetherin cash, securities or other property, shall be made to the other therefor.

(h)    Each of Devco Borrower, Opco Borrower 1and Opco Borrower 2herebyagrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by either of Devco Borrower, Opco Borrower 1and Opco Borrower 2 to the other is hereby subordinated to the priorpaymentinfullincashoftheObligations.EachofDevcoBorrower,OpcoBorrower1and Opco Borrower 2 hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, it will not demand, sue for or otherwise attempt to collect any indebtedness of the other owing to it until the Discharge Date. If, notwithstanding the foregoing sentence, Devco Borrower, Opco Borrower 1or Opco Borrower2, as applicable, shall collect, enforce or receive anyamounts in respect of such indebtedness, such amounts shall be collected, enforced and received by Devco Borrower, Opco Borrower 1or Opco Borrower2, as applicable, as trustee for the Secured Parties, and Devco Borrower, Opco Borrower 1or Opco Borrower2, as applicable, shall deliver anysuch amounts to the Collateral Agent for application to the Obligations in accordance with this Agreement if such Default or Event of Default is continuing.

(i)    Notwithstanding anything to the contrary set forth in this Section12.38, it is the intent of the parties hereto that the liability incurred by each of Devco Borrower, OpcoBorrower 1and Opco Borrower 2 in respect of the Obligations of the other (and any Lien granted byeach to securesuchObligations orits joint andseveral liabilityinrespectthereof)not constitute a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyanceorfraudulenttransferundertheprovisionsofanyapplicablelawofanystateorother governmental unit (“Fraudulent Conveyance”). Consequently, each of Devco Borrower, OpcoBorrower 1and Opco Borrower 2 and each Secured Party hereby agree that, if a court of competent jurisdiction determines that the incurrence of liability by eitherany ofDevco Borrower,OpcoBorrower1orOpcoBorrower2inrespectoftheObligations(oranyLiens granted by Devco Borrower, Opco Borrower 1or Opco Borrower2, as applicable, to secure suchObligationsoritsjointandseveralliabilityinrespectthereof)would,butfortheapplication of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance.

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INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobe duly executed and delivered as of the day and year first above written.