EX-10.13

Exhibit 10.13

Execution Version

FINANCINGAGREEMENT

DatedasofMarch19,2026

among

ATHOSSTORAGEMEMBERB,LLC,

aDelawarelimitedliabilitycompany

(as a Borrower)

ATHOSSTORAGE,LLC,

aDelawarelimitedliabilitycompany

(as a Borrower)

MUFGBANK,LTD.,

(asAdministrativeAgent,CoordinatingLeadArrangerandSoleBookrunnerwithrespecttothe Construction Loan Facility and LC Facility, Swap Coordinator, Co-Documentation Agent and Modeling Bank)

SUMITOMOMITSUIBANKINGCORPORATION,

(asCoordinatingLeadArrangerandSoleBookrunnerwithrespecttotheBridgeLoanFacility, Green Loan Structuring Agent, Co-Documentation Agent and Diligence Coordinator)

TRUISTSECURITIES,INC.,

(asJointLeadArranger)

TRUISTBANK,

(asCollateralAgent)

INGCAPITALLLC,

(asJointLeadArrangerandGreenLoanStructuringAgent)

SOCIÉTÉGÉNÉRALE,

(asJointLeadArranger)

and

THELENDERSPARTYHERETOFROMTIMETOTIME

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LIST OFEXHIBITS

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FINANCINGAGREEMENT

This FINANCING AGREEMENT, dated as of March 19, 2026 (this “Agreement”), is made by and among ATHOS STORAGE MEMBER B, LLC, a Delaware limited liability company (the “Class B Member”), and ATHOS STORAGE, LLC, a Delaware limited liability company (the “Project Company” and together with the Class B Member, each individually a “Borrower”, as further defined in ExhibitA), EACH OF THE LENDERS that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement or that shall becomea“Lender”underthisAgreementpursuanttothetermsofthisAgreement(individually,a “Lender” and, collectively, the“Lenders”), EACH OFTHE LC ISSUERS that is a signatory to thisAgreementidentifiedasan“LCIssuer”onthesignaturepagestothisAgreementorthatshall become an “LC Issuer” under this Agreement pursuant to the terms of this Agreement (individually, an “LC Issuer” and, collectively, the “LC Issuers”), MUFG BANK, LTD., as the Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity,the“AdministrativeAgent”),as theCoordinatingLeading ArrangerandSoleBookrunner for the Construction Loan Facility (as defined below) (“Construction Loan CLA”) and the LC Facility (as defined below), Swap Coordinator, Co-Documentation Agent and Modeling Bank, TRUIST BANK, not in its individual capacity but solely in its capacity as the Collateral Agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “CollateralAgent”),SUMITOMOMITSUIBANKINGCORPORATION,astheCoordinating Lead Arranger and Sole Bookrunner for the Bridge Loan Facility and BL Bridge Loan Facility (eachasdefinedbelow)(“BridgeLoanCLA”),Co-DocumentationAgent,GreenLoanStructuring Agent,andDiligenceCoordinator,INGCAPITALLLC,asJointLeadArrangerandGreenLoan Structuring Agent, TRUIST SECURITIES, INC. as Joint Lead Arranger, and SOCIÉTÉ GÉNÉRALE, as Joint Lead Arranger.

RECITALS

As of the Closing Date, the Class B Member owns 100% of the membership interests in AthosStorageTEHoldco,LLC,aDelawarelimitedliabilitycompany(“TaxHoldco”),andAthos Storage Construction Holdco, LLC, a Delaware limited liability company (“Seller”), owns 100% of the membership interests in the Project Company.

TheapplicableBorrowerhasrequestedthat(a)theLendersmakecertainconstructionloans (the“ConstructionLoanFacility”)andtaxcredit/equitybridgeloans(the“BridgeLoanFacility”) totheProject Company,subject tothetermsandconditionssetforthinthisAgreement,tofunda portionoftheProjectCostsasnecessarytoachieveCompletionoftheProject(withtheremainder of the Project Costs funded by the Initial Equity Contribution Requirement Amount), including paymentsforequipment,construction,engineering,workingcapital,materials,suppliesandother servicesinconnectionwiththeimplementationoftheProject,certaintransactioncostsincurredin connectionwiththeentryintothisAgreement,alongwithfundingtheinterestandfeespayableto the Lenders and other Secured Parties hereunder, (b) the Lenders make certain term loans to the Class B MembertorepaytheConstructionLoansontheTermConversionDate(the“TermLoanFacility”),(c)theLCIssuersissueandmaintaincertainLettersofCredit(the“LCFacility”)and (d) the Lenders make certain tax credit/equity bridge loans to the Class B Member on the Term Conversion Date (the “BL Bridge Loan Facility”).The Lenders are willing to make such loans and the LC Issuers are willing to issue such Letters of Credit upon the terms and subject to the conditions of this Agreement.

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EachpartytothisAgreementagreesandacknowledgesthat,exceptasotherwiseexpressly providedherein,capitalizedtermsusedinthisAgreementanditsexhibitsandschedulesshallhave the respective meanings given in ExhibitA.Except as otherwise expressly provided herein, the rulesofinterpretationsetforthinExhibitAshallapplytothisAgreementandtheotherFinancing Documents.

AGREEMENT

In consideration of the agreements herein and in the other Financing Documents and in reliance upon the representations and warranties set forth herein and therein, the parties hereto agree as follows:

ARTICLE1    CONSTRUCTIONLOANANDBRIDGELOANFACILITIES

1.1       ConstructionLoanandBridgeLoanFacilities.

(a)    ConstructionLoanFacility.

(i)    Availability.Subject to the terms and conditions set forth in this Agreement,eachLenderwithaConstructionLoanCommitment(a“CLLender”)severally agrees to make to the Borrower from time to time but not more than two (2) times per calendar month during the Construction Loan Availability Period (or such additional number of loans as are agreed to by the Administrative Agent, the CL Lenders and the Borrower for any given month, such agreement not to be unreasonably withheld conditionedordelayed),suchloansastheBorrowermayrequestunderthis Section1.1(a)(i)(or are deemed to have been requested under Section1.3)(each individually, a “Construction Loan” and, collectively, the “Construction Loans”) in an aggregate principal amount that will not result in each such CL Lender’s Constructions Loans exceeding such CL Lender’s Proportionate Share of the Total Construction Loan Commitment; provided, however, that (A) each Construction Loan made by a CL Lender under this Agreement shall irrevocably reduce such CL Lender’s Proportionate Share of the Construction Loan Commitments available hereunder and (B) any Construction Loan Commitments outstanding on, and not borrowed in accordance herewith on 11:59 p.m. (New York time), on the last Business Day of the Construction Loan Availability Period shallexpireasofsuch date.TheConstructionLoansmay fromtimetotimebeBaseRate Loans or SOFR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 1.1(c)(vi).

(ii)    Notice of Construction Loan Borrowing.Except as provided in Section1.3, the Borrower may, from time to time, request a Construction Loan by delivering to the Administrative Agent a written notice in the form of Exhibit D-1, appropriately completed and executed by a Responsible Officer of the Borrower (“Noticeof Construction Loan Borrowing”).The Borrower shall give the Notice of Construction LoanBorrowing relating totheConstructionLoanstotheAdministrativeAgentby(a) no later than 12:00 p.m. (New York time) at least three (3) U.S. Government Securities Business Days before the requested date of each Borrowing (in the case of SOFR Loans) or (b) by no later than 12:00 p.m. (New York time) on the Business Day of the requested date of each Borrowing (in the case of Base Rate Loans), unless in each case, a shorter periodisagreeduponbytheAdministrativeAgentandeachCLLender;providedthat,the

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dateofborrowingshallbeaU.S.GovernmentSecuritiesBusinessDayforSOFRLoansor Business Day for Base Rate Loans, as applicable.

(iii)    Minimum Construction Loan Borrowing Amount.Except in connectionwithaNoticeofConstructionLoanBorrowingfor(x)paymentoffees,interest andexpensesarisinghereunderor(y)thefinaldisbursementofConstructionLoans,ineach case, during the Construction Loan Availability Period, each Borrowing shall be in the minimum amount of one million dollars ($1,000,000) and an integral multiple of one hundred thousand dollars ($100,000) in excess thereof (unless used for capitalizing fees and interest).

(b)       BridgeLoanFacility.

(i)    Availability.Subject to the terms and conditions set forth in this Agreement, each Lender with a Bridge Loan Commitment (a “BL Lender”) severally agrees to make to the Borrower from time to time but not more than two (2) times per calendarmonthduring theBridge Loan AvailabilityPeriod(or such additionalnumber of loans as are agreed to by the Administrative Agent, the BL Lenders and the Borrower for anygivenmonth),suchloansastheBorrowermayrequestunderthisSection1.1(b)(i)(or aredeemedtohaverequestedunderSection1.3)(eachindividually,an“BridgeLoan”and, collectively, the “Bridge Loans”) in an aggregate principal amount that will not result in eachsuchBLLender’sBridgeLoans exceeding suchLender’sProportionateShareofthe TotalBridgeLoanCommitment;provided,however,that(A)priortotheoccurrenceofthe TCTransactionCompletionDate,theaggregateamountofBridgeLoansshallnotexceed the Initial Tax Bridge Loan Sublimit, (B)each Bridge Loan made by a BL Lender under this Agreement shall irrevocably reduce such BL Lender’s Proportionate Share of the Bridge Loan Commitments available hereunder, and (C)any Bridge Loan Commitments outstanding,andnotborrowedinaccordanceherewithon11:59p.m.(NewYorktime),on the last Business Day of the Bridge Loan Availability Period shall expire as of such date. The Bridge Loans may from time to time be Base Rate Loans or SOFR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 1.1(b)(iv).

(ii)    NoticeofBridgeLoanBorrowing.Exceptasprovidedin Section1.3, the Borrower may, from time to time,request a Bridge Loan by delivering to the Administrative Agent a written notice in the form of Exhibit D-4, appropriately completedandexecutedbyaResponsibleOfficeroftheBorrower(“NoticeofBridgeLoanBorrowing”).

(iii)    Minimum Bridge Loan Borrowing Amount.Except in connection with a Notice of Bridge Loan Borrowing for (x) payment of fees, interest and expenses arising hereunder or (y) the final disbursement of Bridge Loans, in each case, during the BridgeLoanAvailabilityPeriod,eachsuchBorrowingshallbeintheminimumamountof onemilliondollars($1,000,000)andanintegral multipleofonehundredthousanddollars ($100,000) in excess thereof (unless used for capitalizing fees and interest).

(iv)    NoticeofBorrowingforBridgeLoans.TheBorrowershallgivethe NoticeofBridgeLoanBorrowingrelatingtotheBridgeLoanstotheAdministrativeAgent bynolaterthan12:00p.m.(NewYorktime)atleastthree(3)U.S.GovernmentSecurities

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Business Days before the requested date of each Borrowing (in the case of SOFR Loans) andbynolaterthan12:00p.m.(NewYorktime)ontheBusinessDayoftherequesteddate of each Borrowing (in the case of Base Rate Loans), unless in each case, a shorter period is agreed upon by the Administrative Agent and each BL Lender; providedthat, the date of borrowing shall be a U.S. Government Securities Business Day for SOFR Loans or Business Day for Base Rate Loans, as applicable.

(c)       InterestProvisionsRelatingtoConstructionLoansandBridgeLoans.

(i)       InterestRate.SubjecttoSection1.1(c)(iv),eachConstructionLoan and Bridge Loan shall bear interest at a rate per annum equal to:

(A)    during such periods as such Construction Loan or Bridge Loan, as applicable, is a Base Rate Loan, the Base Rate (as in effect from time to time) plus, the Applicable Margin, and

(B)    during such periods as such Construction Loan or Bridge Loan,asapplicable,isaSOFRLoan,theDailyCompoundedSOFRforsuchLoan plusthe Applicable Margin.

(ii)       InterestPaymentDates.TheBorrowershallpayinterest(including interest accruing after the commencement of an insolvency proceeding under applicable Bankruptcy Law) on the unpaid principal amount of each Construction Loan and each Bridge Loan from the date of the funding of such Construction Loan and Bridge Loan, as applicable,untiltherepayment,prepaymentorconversion(includingTermConversionin respect of the Construction Loans).Accrued interest on the unpaid principal amount of eachConstructionLoanandeachBridgeLoanshallbepayableassetforthbelow(subject to Section 1.3):

(A)    oneachQuarterlyDate;

(B)    ontheConstructionLoanMaturityDateandtheBridgeLoan Maturity Date, as applicable;

(C)    uponconversionofsuch ConstructionLoanor BridgeLoan of one Type into a Construction Loan or Bridge Loan of another Type pursuant to Section 1.1(c)(vi)and

(D)    inallcases,uponprepaymentofanyConstructionLoansand anyBridgeLoansasandtotheextentprovidedinSection5.1;providedthatinterest payablewithrespecttoaConstructionLoanoraBridgeLoantotheextentrequired pursuant to Section 5.3(c)shall be payable on demand.

(iii)     Use of Proceeds.Interest payable pursuant to this Section1.1(c)may be paid out of the proceeds of the Construction Loans and the Bridge Loans, subject to Article 5and Section 1.3.

(iv)    InterestComputations.AllcomputationsofinterestonConstruction Loans and Bridge Loans hereunder shall include the first day but exclude the last day of the period for which such interest is payable, and shall be based upon a year of (x) in the

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case of Base Rate Loans for which Base Rate is determined pursuant to clause (a) of the definition thereof, 365 days (or 366 days in a leap year), and (y) in the case of any other Base Rate Loans or SOFR Loans, 360 days, in each case for the actual days elapsed.All interest hereunder on any Construction Loans or Bridge Loans computed by reference to DailyCompoundedSOFRshallbecomputedasofanyapplicabledateofdeterminationon adailybasisbasedupon(x)theoutstandingprincipalamountofsuchLoansasofsuchdate of determination plus(y) the accrued, unpaid interest on such Loans attributable to Daily Compounded SOFR (and not, for the avoidance of doubt, attributable to Applicable Margin)asoftheimmediately precedingU.S.Government Securities Business Day.The applicable Base Rate or Daily Compounded SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(v)    [Reserved].

(vi)    ConversionsandContinuations.

(A)    Each Borrowing of a Bridge Loan or a Construction Loan initiallyshallbeoftheTypespecifiedintheapplicableNoticeofBorrowing.The Borrower shall have the right to Convert Construction Loans and Bridge Loans of one Type into Construction Loans and Bridge Loans, as applicable, of another Type,ortoContinueConstructionLoansandBridgeLoanswhichareSOFRLoans as Construction Loans and Bridge Loans, as applicable, of the same Type, at any time or from time to time; provided, however, that (A) the Borrower shall have given the Administrative Agent written notice of each such Conversion or Continuation no later than 12:00 p.m. (New York time) (x) with respect to any noticeofConversiongivenontheInitialFundingDate,two(2)BusinessDaysprior to the proposed Conversion date and (y) otherwise, one (1) Business Day prior to the proposed Conversion or Continuation date, in each case, substantially in the form of Exhibit D-2hereto (a “Conversion/Continuation Notice”); providedthat a Conversion/ContinuationNoticemaycontaindifferentinstructionswithrespectto different portions ofConstruction Loans orBridgeLoans; providedfurtherthat, if the Borrower fails to notify Administrative Agent of such Continuation or Conversion, the Borrower and Administrative Agent hereby agree that such ConstructionLoanorBridgeLoan,asapplicable,shallautomaticallycontinueasa SOFRLoanoraBaseRateLoan(ifoutstandingasaBaseRateLoan)and (B) without limiting the rights and remedies of the Administrative Agent and the CollateralAgentunderArticle11,intheeventthatanyEventofDefaultshallhave occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Borrower to borrow any Construction Loan and any Bridge Loan as a SOFR Loan, to Convert any Construction Loan and any Bridge Loan into a SOFR Loan or to Continue any ConstructionLoanandanyBridgeLoanasaSOFRLoan,inwhicheventallSOFR Loans then outstanding shall be automatically Converted immediately into Base Rate Loans.

(B)    TheAdministrativeAgentshall,assoonaspracticableafter aConstructionLoanoraBridgeLoanismade,ContinuedorConverted,notifythe

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BorrowerofeachdeterminationofDailyCompoundedSOFRortheBaseRate,as applicable,withrespecttoeachConstructionLoanandBridgeLoan,asapplicable.

(vii)    Interest Account and Interest Computations.The Borrower authorizestheAdministrativeAgenttorecordinanaccountoraccountsmaintainedbythe Administrative Agent on its books:(A) the interest rates applicable to all Construction Loans and Bridge Loans and the effective dates of all changes thereto; (B) the date and amount of each principal and interest payment on each Construction Loan and Bridge Loan; and (C) such other information as the Administrative Agent may determine is necessary for the computation of interest payable by the Borrower hereunder consistent with the terms hereof.The Borrower agrees that all computations by the Administrative Agent of interest shall be deemed conclusive in the absence of manifest error.The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement detailing such computations of interest; providedthat if the computations described above are inconsistent with the Register, the Register shall prevail.

(d)    PrincipalPaymentsofConstructionLoansandBridgeLoans.

(i)    BynolaterthantheConstructionLoanMaturityDate,theBorrower shall repay to the Administrative Agent (for the account of each applicable Lender), all unpaid principal in respect of any Construction Loans then outstanding, including by converting them into Term Loans in accordance with Section2.1(a)(i)(subject to the satisfaction of the conditions precedent under Section6.4), as the case may be, together with all interest, fees, other amounts and all other Obligations then accrued in respect of such Construction Loans.

(ii)    BynolaterthantheBridgeLoanMaturityDate,theBorrowershall repay to the Administrative Agent (for the account of each applicable Lender), all unpaid principal in respect of any Bridge Loans then outstanding, including by converting them into BL Bridge Loans in accordance with Section 2.2(a)(i)(subject to the satisfaction of theconditionsprecedent underSection6.4), as the case maybe,togetherwithallinterest, fees,otheramountsandallotherObligationsthenaccruedinrespectofsuchBridgeLoans.

(iii)    For avoidance of doubt, any amount by which (i) the aggregate principal amount of Construction Loans outstanding immediately prior to the Term ConversionDateexceedstheaggregateprincipalamountofTermLoansactuallymadeon the Term Conversion Date, and (ii) the aggregate principal amount of Bridge Loans outstanding immediately prior to the Term Conversion Date exceeds the aggregate principalamountofBLBridgeLoansactuallymadeontheTermConversionDate,ineach case, shall constitute a mandatory prepayment by the Borrower on the Term Conversion Date and shall be applied in accordance therewith, together with all accrued and unpaid interest and fees on the prepaid amount.

(e)    Use of Construction Loan Proceeds and Bridge Loan Proceeds.The Borrower shall use the proceeds of each Construction Loan and each Bridge Loan solely for the purposes provided in Section 8.1(a).

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(f)    PromissoryNotes(ConstructionLoansandBridge Loans).

(i)    The obligation of the Borrower to repay the Construction Loans made by each Lender and to pay interest thereon at the rates provided herein shall be, to theextentrequestedbysuchLender,evidencedbypromissorynotesintheformofExhibitB-1(individually, a “Construction Loan Note” and, collectively, the “Construction LoanNotes”), payable to such Lender and in the principal amount of such Lender’s Proportionate Share of the Total Construction Loan Commitment (to the extent advanced hereunder).

(ii)    The obligation of the Borrower to repay the Bridge Loans made by each Lender and to pay interest thereon at the rates provided herein shall be, to the extent requested by such Lender, evidenced by promissory notes in the form of Exhibit B-4(individually,an“BridgeLoanNote”and,collectively,the“BridgeLoanNotes”),payable to such Lender and in the principal amount of such Lender’s Proportionate Share of the Total Bridge Loan Commitment (to the extent advanced hereunder).

(g)    ConstructionLoanandBridgeLoanFunding.

(i)    Notice.Each Notice of Construction Loan Borrowing, Notice of BridgeLoanBorrowingandeachConversion/ContinuationNoticeshallbedeliveredtothe Administrative Agent in accordance with this Article 1and Section17.1. The AdministrativeAgentshallpromptlynotifyeach Lenderofthe contentsof each Noticeof Construction Loan Borrowing and each Notice of Bridge Loan Borrowing.

(ii)    ProRataLoans;Orderof Funding.

(A)    All Borrowings of Construction Loans shall be made on a proratabasisbytheCLLendersinaccordancewiththeirrespectiveProportionate Share of the Total Construction Loan Commitment, with the Borrowing of Construction Loans to be comprised of a Construction Loan by each CL Lender based on such Lender’s Proportionate Share of the Total Construction Loan Commitment.

(B)    AllBorrowingsofBridgeLoansshallbemadeonaprorata basisbytheBLLendersinaccordancewiththeirrespectiveProportionateShareof the Total Bridge Loan Commitment with the Borrowing of Bridge Loans to be comprised of a Bridge Loan by each BL Lender based on such Lender’s Proportionate Share of the Total Bridge Loan Commitment.

(C)    Notwithstanding anything to the contrary contained herein, nothing herein shall require the Borrower to request any Construction Loans until BridgeLoansinanaggregateamountequaltotheTotalBridgeLoanCommitment have been made in accordance with this Agreement; provided, however, that the Borrower shall have the option, but not the obligation, to request Construction Loans prior to such time.

(iii)    Disbursement Account.No later than 1:00 p.m. (New York time) on the date specified in each Notice of Construction Loan Borrowing and each Notice of BridgeLoanBorrowing,asapplicable,iftheapplicableconditionsprecedentlistedin

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Section6.3havebeen satisfiedorwaived, eachapplicableLendershallmakeavailableits Proportionate Share of the Construction Loans and the Bridge Loans, as applicable, requested in such Notice of Construction Loan Borrowing and Notice of Bridge Loan Borrowing, as applicable, in Dollars and in immediately available funds to the Disbursement Account for application in accordance with Section2(f) (Disbursement Account) of the Account Control Agreement.The failure of any Lender to make the ConstructionLoanandtheBridgeLoantobemadebyitaspartofanyBorrowingshallnot relieveanyotherLender ofitsobligationhereundertomakeitsConstructionLoanandits Bridge Loan, as applicable, on the date of such Borrowing.

(iv)    Presumption by Administrative Agent.Unless the Administrative AgentshallhavereceivednoticefromaLenderpriortotheproposeddateofanyBorrowing thatsuchLenderwillnotmakeavailabletotheAdministrativeAgentsuchLender’sshare ofsuchBorrowing,theAdministrativeAgentmayassumethatsuchLenderhasmadesuch shareavailable on such datein accordancewith Section1.1(iii)and may, in relianceupon suchassumption,makeavailabletotheBorroweracorrespondingamount.Insuchevent, if a Lender has not in fact made its share of the applicable Borrowing available to the AdministrativeAgent,thentheapplicableLenderandtheBorrowerseverallyagreetopay totheAdministrativeAgentforthwithondemandsuchcorrespondingamountwithinterest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii)in thecaseofa payment to bemade by the Borrower, the interest rate applicable to Base Rate Loans.If the Borrower and such Lendershallpaysuchinterest totheAdministrativeAgentforthesameoranoverlapping period,theAdministrativeAgentshallpromptlyremittotheBorrowertheamountofsuch interest paid by the Borrower for such period.If such Lender pays its share of the applicableBorrowingtotheAdministrativeAgent,thentheamountsopaidshallconstitute such Lender’s Loan included in such Borrowing.Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(h)    Prepayments.TheprepaymentprovisionsapplicabletoConstructionLoans and Bridge Loans shall be governed by Section 5.1.

1.2    TotalConstructionLoanCommitmentsandTotalBridgeLoanCommitments.

(a)    The aggregate principal amount of all Construction Loans outstanding at any timeshall not exceed (i) priorto theoccurrenceoftheTC Transaction Completion Date, two hundred eighty six million five hundred ninety nine thousand nine hundred and forty four dollars and ninety seven cents ($286,599,944.97) (the “Max Construction Loan Commitment”), and (ii) from and after the occurrence of the TC Transaction Completion Date, the lesser of: (A) two hundred and fifty million dollars and zero cents ($250,000,000.00) and (B) the Adjusted Construction Loan (Tax Contracted) Amount (in each case of (i) and (ii), such amount, as so reducedby(1)eachBorrowingofConstructionLoansfromtimetotime,or(2)anyBorrowerCL CommitmentReductions,the“TotalConstructionLoanCommitment”).TheBorrowermay,from timetotime,withoutthepriorwrittenconsentoftheAdministrativeAgentandtheMajority

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Lenders, but subject to the proviso below, permanently reduce (without premium or penalty), by an amount of five hundred thousand dollars ($500,000) or integral multiples of one hundred thousand dollars ($100,000), in excess thereof, or cancel in its entirety, the Total Construction Loan Commitment (each a “Borrower CL Commitment Reduction”); provided, however, that, notwithstandingtheabove,theAdministrativeAgentandtheMajorityLendersshallhavereceived evidence to their reasonable satisfaction that the Borrower has obtained irrevocable funding commitmentsorotherwisehaveaccesstounrestrictedfundsinamountsnecessarytopayanyand all unpaid Project Costs necessary to cause Completion to occur.

(b)    TheaggregateprincipalamountofallBridgeLoansoutstandingatanytime shallnotexceed(i)priortotheoccurrenceoftheTCTransactionCompletionDate,threehundred forty eight million eight hundred eighty one thousand seven hundred fifty four dollars and sixty-four cents ($348,881,754.64) (the “Initial Tax Bridge Loan Sublimit”) and (ii) from and after the occurrence of the TC Transaction Completion Date, the lesser of: (A) three hundred ninety two million eight hundred thousand dollars and zero cents ($392,800,000.00) (the “Max Tax BridgeLoanCommitment”)and(B)theAdjustedBridgeLoan(TaxContracted)Amount(ineachcaseof (i)and(ii),suchamount,assoreducedby(1)eachBorrowingofBridgeLoansfromtimetotime, or (2) any Borrower BL Commitment Reductions, the “Total Bridge Loan Commitment”).The Borrower may, from time to time, without the prior written consent of the Administrative Agent andtheMajorityLenders,butsubjecttotheprovisobelow,permanentlyreduce(withoutpremium orpenalty),byanamountoffivehundredthousanddollars($500,000)orintegralmultiplesofone hundred thousand dollars ($100,000), in excess thereof, or cancel in its entirety, the Total Bridge Loan Commitment (each a “Borrower BL Commitment Reduction”); provided, however, that, notwithstandingtheabove,theAdministrativeAgentandtheMajorityLendersshallhavereceived evidence to their reasonable satisfaction that the Borrower has obtained irrevocable funding commitmentsorotherwisehaveaccesstounrestrictedfundsinamountsnecessarytopayanyand all unpaid Project Costs necessary to cause Completion to occur.

(c)    Notwithstanding anything to the contrary herein, except as set forth in Section 1.2(b), in no event shall any update of the Base Case Forecast or related adjustment of Commitments or Loans result in an increase in the aggregate amount of (i) Construction Loan Commitments, (ii) outstanding Construction Loans, (iii) Bridge Loan Commitments and (iv) outstandingBridgeLoansabovesuchaggregateamountimmediatelypriortogivingeffecttosuch update or adjustment.

(d)    The Commitments shall terminate automatically on April 15, 2026 (the “Initial Funding Longstop Date”) if the Initial Funding Date has not occurred on or prior to such dateand, upon thefull payment ofthecommitment fees, upfront fees and any otherfees required to be paid pursuant to the Fee Letters through the date of such termination, the Discharge Date shall be deemed to have occurred on the date of such payment.

1.3    Borrowings with Respect to Capitalized Fees and Interests.During the Construction Loan Availability Period or the Bridge Loan Availability Period, as applicable, providedthattheBorrowerhassatisfiedtheconditionsprecedentset forthinSections6.1and6.3with respect to the (i) initial Construction Loan, if the proceeds of a Construction Loan are to be used solely for capitalizing the fees and interest payable to the Lenders with respect to the outstandingConstructionLoansorBridgeLoansunderthisAgreementandtheFeeLettersand(ii) initialBridgeLoan,iftheproceedsofaBridgeLoanaretobeusedsolelyforcapitalizingthefees

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and interest payable to the Lenders with respect to the outstanding Construction Loans or Bridge Loans under this Agreement and the Fee Letters, in each such case, such proceeds shall automaticallyaccruetotheprincipalofsuchConstructionLoansandBridgeLoans,asapplicable, so long as no Event of Default has occurred and is continuing and the applicable amounts are available under the Bridge Loan Commitments or the Construction Loan Commitments, as applicable.OneachInterestPaymentDateandQuarterlyDatepriortotheTermConversionDate, so long as no Event of Default has occurred and is continuing, unless the Administrative Agent receiveswrittennoticetothecontraryfromtheBorrowerby12:00p.m.(NewYorktime)atleast three (3) U.S. Government Securities Business Days prior to such date, a Notice of Construction LoanBorrowingorNoticeofBridgeLoanBorrowing,asapplicable,shallbedeemedtohavebeen made by the Borrower to all Lenders requesting a Borrowing of Construction Loans or Bridge Loans, as applicable, in order to capitalize the payment of such interest and fees and selecting SOFRLoansandanysuchfeesandinterestamountsshallbecapitalizedandaddedtotheprincipal amount oftheapplicable Construction Loans orBridgeLoans.TheBorrowerhereby consents to such deemed issuance of one or more Notices of Construction Loan Borrowing and Notices of Bridge Loan Borrowing, as applicable, under this Section1.3and agree that the amounts capitalized under this Section1.3shall constitute Construction Loans or Bridge Loans under this Agreement.

1.4    InitialFundingDateReimbursement.AspartoftheinitialBorrowingoftheBridge LoansandsubjectonlytotheconditionssetforthinthisSection1.4andSection6.3,theBorrower shallbepermittedtoborrowanddistributetotheSponsor,oritsdesignee, anamountequaltothe Initial Equity Contributions which are in excess of the Initial Equity Contribution Requirement Amount (the “Initial Funding Date Reimbursement”).

ARTICLE2    TERMLOANANDBLBRIDGELOANFACILITIES

2.1    TermLoan Facility.

(a)    TermLoan Facility.

(i)    Availability.Subject to the terms and conditions set forth in this Agreement(includingSection6.4(s)),eachLenderwithaTermLoancommitment(eacha “TL Lender”) severally agrees to make to Class B Member in a single Borrowing (except forConversionsorContinuationsofTermLoans)ontheTermConversionDatesuchloans as Class B Member may request under this Section2.1(a)(each individually, a “TermLoan”andcollectively,the“Term Loans”),inanaggregateprincipalamountthatwillnot result in each such TL Lender’s Term Loan exceeding such TL Lender’s Proportionate Share of the Total Term Loan Commitment, for the repayment of the Construction Loans then outstanding (together with all fees, interest, other amounts and other Obligations accrued with respect thereto) and the funding of the Term Conversion Reimbursement. Notwithstanding anything to the contrary set forth herein, the total principal amount of TermLoans(A)borrowed(orrequestedtobeborrowed)ontheTermConversionDateand (B)outstandingatanytimeshallnot,intheaggregate,exceedthelesserof(x)thesumof (1)theunpaidprincipalamountoftheConstructionLoansthenoutstandingandallinterest, fees and other Obligations accrued thereon as of the Term Conversion Date and (2) the amountoftheTermConversionReimbursementand(y)theamountsupportedintheBase CaseForecastupdated asof the TermConversionDate anddelivered andaccepted bythe

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Administrative Agent and the Lenders pursuant to Section6.4(s), in each case, as such amount may be reduced pursuant to the terms of this Agreement (such amount, as so reduced from time to time, the “Total Term Loan Commitment”).Each TL Lender shall make its Term Loan (1) in the case of Term Loans applied to repay Construction Loans, by crediting against or converting to a Term Loan the unpaid principal amount of its Construction Loans then outstanding and all interest, fees and other Obligations accrued thereon as of the date of Borrowing of the Term Loan and (2) in the case of Term Loans applied to fund the Term Conversion Reimbursement by making available such Term LoansinDollarsandinimmediatelyavailablefundstoanunrestrictedaccountdesignated by the Borrower for application to fund the Term Conversion Reimbursement, in an aggregate amount not to exceed its Proportionate Share of the Total Term Loan Commitment.Each Term Loan made by a TL Lender under this Agreement shall irrevocably reduce such TL Lender’s Proportionate Share of the Total Term Loan Commitments and any of its Proportionate Share of the Total Term Loan Commitments outstanding,andnotborrowedinaccordanceherewith,asof11:59p.m.(NewYorktime), onthefirstBusinessDayimmediatelyfollowingtheConstructionLoanMaturityDateshall expireasofsuchdate.AllobligationsinrespectoftheTermLoansandallamountsowing inrespectthereofshallbeobligationssolelyofClassBMemberandshallnotbeobligations of the Project Company.

(ii)    NoticeofTermLoanBorrowing.

(A)    Class B Member shall request the Term Loan by delivering to the Administrative Agent a written notice in the form of ExhibitD-3, appropriately completed (“Notice of Term Loan Borrowing”).

(B)    ClassBMembershallprovideanirrevocableNoticeofTerm Loan Borrowing to the Administrative Agent by 12:00 p.m. (New York time) at least three (3) U.S. Government Securities Business Days (in the case of SOFR Loans) before the estimated date of the Borrowing of Term Loans and 12:00 p.m. (New York time) on the Business Day of the requested estimated date of the BorrowingofTermLoans(inthecaseofBaseRateLoans),unlessashorterperiod is agreed upon by the Administrative Agent and each TL Lender.

(b)    InterestProvisionsRelatingtoTermLoan.

(i)    InterestRate.EachTermLoanshallbearinterestatarateperannum equalto:

(1)    duringsuchperiodsassuchTermLoan,as applicable,isaBaseRateLoan,theBaseRateplus,theApplicableMargin,

(2)    during such periods as such Term Loan, as applicable, is aSOFR Loan, theDaily Compounded SOFR for such Loan plusthe Applicable Margin.

(ii)    ClassBMembershallpayinterest(includinginterestaccruingafter thecommencementofaninsolvencyproceedingunderapplicableBankruptcyLaw)onthe

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unpaidprincipalamountofeachTermLoanfromtheTermConversionDateuntiltheTerm Loan Maturity Date at the rates specified in Section 2.1(b)(i).

(iii)    Interest Payment Dates.Accrued interest on the unpaid principal amount of the Term Loans shall be payable as set forth below:

(A)    oneachQuarterlyDate,

(B)    ontheTermLoanMaturityDate,

(C)    Upon conversion of such Base Rate Loan to a SOFR Loan orconversionofaSOFR LoantoaBaseRateLoanpursuanttoSection2.1(b)(vi), and

(D)    in all cases, upon prepayment of any Term Loan and to the extent provided in Section2.1(g)and Section5.1, provided, however, that interest payable pursuant to Section 5.3(c)shall be payable on demand.

(iv)    Interest Computations.All computations of interest on the Term Loans shall be based upon a year of (x) in the case of Base Rate Loans, for which Base Rate is determined pursuant to clause(a) of the definition thereof, 365 days (or 366 days inaleapyear),and(y)inthecaseofanyotherBaseRateLoansorSOFRLoans,360days, in each case for the actual days elapsed.All interest hereunder on any Term Loan other thanaTermLoancomputedbyreferencetoDailyCompoundedSOFRshallbecomputed onadailybasisbasedupontheoutstandingprincipalamountofsuchTerm Loan asofthe applicable date of determination. All interest hereunder on any Term Loan computed by reference to Daily Compounded SOFR shall be computed as of any applicable date of determination on a daily basis based upon (x) the outstanding principal amount of such Term Loan as of such date of determination plus(y) the accrued, unpaid interest on such TermLoanattributabletoDailyCompoundedSOFR(andnot,fortheavoidanceofdoubt, attributable to the Applicable Margin) as of the immediately preceding U.S. Government SecuritiesBusinessDay.TheapplicableBaseRateorDailyCompoundedSOFR shallbe determinedbytheAdministrativeAgent,andsuchdeterminationshallbeconclusiveabsent manifest error.

(v)    [Reserved].

(vi)    Conversions and Continuations.Each Borrowing of a Term Loan initially shall be of the Type specified in the applicable Notice of Borrowing.Class B Member shall have the right to Convert Term Loans of one Type into Term Loans of another Type or to Continue Term Loans which are SOFR Loans as Term Loans of the sameType,atanytimeorfromtimetotime,providedthat(A)ClassBMembershallhave giventheAdministrativeAgentaConversion/ContinuationNoticeinrespectofeachsuch ConversionorContinuationnolaterthan12:00p.m.(NewYorktime)atleastthree(3) U.S.GovernmentSecuritiesBusinessDayspriortoanInterestPaymentDateinrelationto aconversionofaBaseRateLoantoaSOFRLoanonsuchInterestPaymentDateandtwo (2) Business Days prior to an Interest Payment Date in relation to conversion of a SOFR Loan to a Base Rate Loan on such Interest Payment Date; providedif Class B Member failstonotifyAdministrativeAgentofsuchContinuationorConversion,ClassBMember

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andAdministrativeAgent hereby agreethatsuch TermLoan shallautomaticallycontinue as a SOFR Loan; (B) SOFR Loans may be Converted only on an Interest Payment Date; and (C) without limiting the rights and remedies of the Administrative Agent and the Collateral Agent under Article 11, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the MajorityLendersshall)suspendtherightofClassBMembertoborrowtherelevantTerm Loan as a SOFR Loan, to Convert any Term Loan into a SOFR Loan or to Continue any Term Loan as a SOFR Loan, in which event all SOFR Loans then outstanding shall be automaticallyConverted(ontheimmediatelysucceedingInterestPaymentDate)intoBase Rate Loans.

(vii)    Interest Account and Interest Computations.The Class B Member authorizestheAdministrativeAgenttorecordinanaccountoraccountsmaintainedbythe AdministrativeAgentonitsbooks:(A)theinterestratesapplicabletotheTermLoansand theeffectivedatesofall changesthereto;(B)[Reserved]; (C)thedateandamountofeach principal and interest payment on each Term Loan; and (D) such other information as the Administrative Agent may determine is necessary for the computation of interest payable by Class B Member hereunder consistent with the terms hereof.Class B Member agrees that all computations by theAdministrativeAgent ofinterest shall bedeemed prima facie to be correct in the absence of manifest error.The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement detailing such computations of interest; providedthat if the computations described above are inconsistent with the Register, the Register shall prevail.

(viii)    TheAdministrativeAgentshall,assoonaspracticableafteraTerm Loan is made, Continued or Converted, notify Class B Member of each determination of DailyCompoundedSOFRortheBaseRate,as applicable,withrespecttotheTermLoan.

(c)    PrincipalPaymentsofTermLoans.

(i)    On each Scheduled Payment Date, Class B Member shall repay to the Administrative Agent (for the account of each applicable Lender) an amount equal to the Scheduled Repayment Amount.

(ii)    Subject to Section11.2(c), Class B Member shall repay to the Administrative Agent (for the account of each applicable Lender) any remaining unpaid principal, interest, fees and costs with respect to any Term Loan then outstanding, if any, on the Term Loan Maturity Date.

(d)    Use of Term Loan Proceeds.The Borrower shall apply the proceeds of TermLoansasdescribedinSection8.1(b)and(i)torepayConstructionLoanssolelytotheextent the proceeds thereof were applied in accordance with Section8.1(a)and (ii) solely to the extent that the Construction Loans and Bridge Loans have been repaid in full, to fund a distribution to the Sponsor, or its designee, in an amount not to exceed the aggregate unreimbursed equity contributions (which for the avoidance of doubt will not consider DEBA Grant Disbursements) madetoorforthebenefitoftheBorrowerbytheSponsororitsAffiliates(excludinganyBorrower Entity) (without duplication) and applied to pay Project Costs (the “Term ConversionReimbursement”).

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(e)    Promissory Notes.The obligation of Class B Member to repay the Term LoansmadebyeachLenderandtopayinterestthereonattheratesprovidedhereinshallbe,tothe extent requested by such Lender, evidenced by promissory notes in the form of Exhibit B-2(individually, a “Term Loan Note” and, collectively, the “Term Loan Notes”), each payable to such Lender and in the principal amount of the Term Loan made by such Lender.

(f)    TermLoan Funding.

(i)    Notice.The Notice of Term Loan Borrowing shall be delivered to the Administrative Agent in accordance with this Article 2and Section17.1.The Administrative Agent shall promptly notify each Lender of the contents of the Notice of Term Loan Borrowing.

(ii)    Pro RataLoans.All Term Loans shall bemadeon apro ratabasis by the Lenders in accordance with their respective Proportionate Share of the Total Term Loan Commitment.

(g)    Prepayments.The prepayment provisions applicable to Term Loans shall be governed by Section 5.1.

2.2    BLBridgeLoanFacility.

(a)    BLBridgeLoanFacility.

(i)    Availability.Subject to the terms and conditions set forth in this Agreement (including Section6.4(s)), each Lender with a BL Bridge Loan Commitment (eacha“BLBridgeLoanLender”)severallyagreestomaketoClassBMemberinasingle Borrowing (except for Conversions or Continuations of BL Bridge Loans) on the Term Conversion Date such loans as Class B Member may request under this Section 2.2(a)(each individually, a “BL Bridge Loan” and collectively, the “BL Bridge Loans”), in an aggregateprincipal amount that will not result in each such BLBridgeLoan Lender’s BL Bridge Loan exceeding such BL Bridge Loan Lender’s Proportionate Share of the Total BL Bridge Loan Commitment, for the repayment of the Bridge Loans then outstanding (together with all fees, interest, other amounts and other Obligations accrued with respect thereto). Notwithstanding anything to the contrary set forth herein, the total principal amount of BL Bridge Loans (A)borrowed (or requested to be borrowed) on the Term Conversion Date and (B)outstanding at any time shall not, in the aggregate, exceed the lesser of (x) the unpaid principal amount of the Bridge Loans then outstanding and all interest,feesandotherObligationsaccruedthereonasoftheTermConversionDateand (y) the amount supported in the Base Case Forecast updated as of the Term Conversion DateanddeliveredandacceptedbytheAdministrativeAgentandtheLenderspursuantto Section6.4(s), in each case, as such amount may be reduced pursuant to the terms of this Agreement (such amount, as so reduced from time to time, the “Total BL Bridge LoanCommitment”).EachBLBridgeLoanLendershallmakeitsBLBridgeLoanbycrediting againstorconvertingtoaBLBridgeLoantheunpaidprincipalamountofitsBridgeLoans thenoutstandingandallinterest,feesandotherObligationsaccruedthereonasofthedate ofBorrowingoftheBLBridgeLoaninanaggregateamountnottoexceeditsProportionate Share of the Total BL Bridge Loan Commitment. Each BL Bridge Loan made by a BL BridgeLoanLenderunderthisAgreementshallirrevocablyreducesuchBLBridgeLoan

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Lender’s Proportionate Share of the Total BL Bridge Loan Commitments and any of its Proportionate Share of the Total BL Bridge Loan Commitments outstanding, and not borrowedinaccordanceherewith,asof11:59p.m.(NewYorktime),onthefirstBusiness DayimmediatelyfollowingtheBLBridgeLoanMaturityDateshallexpireasofsuchdate. AllobligationsinrespectoftheBLBridgeLoansandallamountsowinginrespectthereof shall be obligations solely of Class B Member and shall not be obligations of the Project Company.

(ii)    NoticeofBLBridgeLoan Borrowing.

(A)    Class B Member shall request the BL Bridge Loan by deliveringtotheAdministrativeAgentawrittennoticeintheformofExhibitD-5, appropriately completed (“Notice of BL Bridge Loan Borrowing”).

(B)    Class B Member shall provide an irrevocable Notice of BL Bridge Loan Borrowing to the Administrative Agent by 12:00 p.m. (New York time) at least three (3) U.S. Government Securities Business Days (in the case of SOFR Loans)beforetheestimateddateoftheBorrowingofBLBridgeLoansand 12:00 p.m. (New York time) on the Business Day of the requested estimated date of the Borrowing of BL Bridge Loans (in the case of Base Rate Loans), unless a shorter period is agreed upon by the Administrative Agent and each BL Bridge Loan Lender.

(b)    InterestProvisionsRelatingtoBLBridgeLoan.

(i)    Interest Rate.EachBL BridgeLoanshallbearinterest atarateper annum equal to:

(1)    during such periods as such BL Bridge Loan, as applicable, is a Base Rate Loan, the Base Rate plus, the Applicable Margin,

(2)    during such periods as such BL Bridge Loan, as applicable, is aSOFR Loan, theDaily Compounded SOFR for such Loan plusthe Applicable Margin.

(ii)    ClassBMembershallpayinterest(includinginterestaccruingafter thecommencementofaninsolvencyproceedingunderapplicableBankruptcyLaw)onthe unpaidprincipalamountofeachBLBridgeLoanfromtheTermConversionDateuntilthe BL Bridge Loan Maturity Date at the rates specified in Section 2.1(b)(i).

(iii)    Interest Payment Dates.Accrued interest on the unpaid principal amount of the BL Bridge Loans shall be payable as set forth below:

(A)    ontheBL BridgeLoanMaturity Date,

(B)    Upon conversion of such Base Rate Loan to a SOFR Loan orconversionofaSOFR LoantoaBaseRateLoanpursuanttoSection2.1(b)(vi); and

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(C)    inallcases,uponprepaymentofanyBLBridgeLoanandto the extent provided in Section2.2(g)and Section5.1, provided, however, that interest payable pursuant to Section 5.3(c)shall be payable on demand.

(iv)    Interest Computations.All computations of interest on the BL Bridge Loans shall be based upon a year of (x) in the case of Base Rate Loans, for which Base Rate is determined pursuant to clause(a) of the definition thereof, 365 days (or 366 daysinaleapyear),and(y)inthecaseofanyotherBaseRateLoansorSOFRLoans,360 days, in each case for the actual days elapsed.All interest hereunder on any BL Bridge Loan other than a BL Bridge Loan computed by reference to Daily Compounded SOFR shall be computed on a daily basis based upon the outstanding principal amount of such BL Bridge Loan as of the applicable date of determination.All interest hereunder on any BL Bridge Loan computed by reference to Daily Compounded SOFR shall be computed as of any applicabledate ofdetermination on a daily basis based upon (x)theoutstanding principal amount of such BL Bridge Loan as of such date of determination plus(y) the accrued,unpaidinterestonsuchBLBridgeLoanattributabletoDailyCompoundedSOFR (and not, for the avoidance of doubt, attributable to the Applicable Margin) as of the immediately preceding U.S. Government Securities Business Day. The applicable Base Rate or Daily Compounded SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(v)    Conversions and Continuations.Each Borrowing of a BL Bridge Loan initially shall beof theTypespecified in the applicableNoticeofBorrowing.Class B Member shall have the right to Convert BL Bridge Loans of one Type into BL Bridge Loans of another Type or to Continue BL Bridge Loans which are SOFR Loans as BL Bridge Loans of the same Type, at any time or from timeto time, providedthat (A) Class B Member shall have given the Administrative Agent a Conversion/Continuation Notice in respect of each such Conversion or Continuation no later than 12:00 p.m. (New York time) at least three (3) U.S. Government Securities Business Days prior to an Interest Payment Date in relation to a conversion of a Base Rate Loan to a SOFR Loan on such Interest Payment Date and two (2) Business Days prior to an Interest Payment Date in relationtoconversionofaSOFRLoantoaBaseRateLoanonsuchInterestPaymentDate; providedif Class B Member fails to notify Administrative Agent of such Continuation or Conversion,ClassBMemberandAdministrativeAgentherebyagreethatsuchBLBridge Loan shall automatically continue as a SOFR Loan; (B) SOFR Loans may be Converted only on an Interest Payment Date; and (C) without limiting the rightsand remedies of the AdministrativeAgentandtheCollateralAgentunderArticle11,intheeventthatanyEvent of Default shall have occurred and be continuing, the Administrative Agent may (and at therequest oftheMajorityLendersshall)suspendtherightofClassB Membertoborrow therelevantBLBridgeLoanasaSOFRLoan,toConvertanyBLBridgeLoanintoaSOFR LoanortoContinueanyBLBridgeLoanasaSOFRLoan,inwhicheventallSOFRLoans thenoutstandingshallbeautomaticallyConverted(ontheimmediatelysucceedingInterest Payment Date) into Base Rate Loans.

(vi)    Interest Account and Interest Computations.The Class B Member authorizestheAdministrativeAgenttorecordinanaccountoraccountsmaintainedbythe AdministrativeAgentonitsbooks:(A)theinterestratesapplicabletotheBLBridgeLoans and the effective dates of all changes thereto; (B) [Reserved]; (C) the date and amount of

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each principal and interest payment on each BL Bridge Loan; and (D) such other information as the Administrative Agent may determine is necessary for the computation ofinterest payableby Class B Memberhereunder consistent with the terms hereof.Class B Member agrees that all computations by the Administrative Agent of interest shall be deemed prima facie to be correct in the absence of manifest error.The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement detailing such computations of interest; providedthat if the computations described above are inconsistent with the Register, the Register shall prevail.

(vii)    The Administrative Agent shall, as soon as practicable after a BL Bridge Loan is made, Continued or Converted, notify Class B Member of each determination of Daily Compounded SOFR or the Base Rate, as applicable, with respect to the BL Bridge Loan.

(c)    Principal Payments of BL Bridge Loans.Subject to Section11.2(c), Class BMembershallrepaytotheAdministrativeAgent(fortheaccountofeachapplicableLender)any remaining unpaid principal, interest, fees and costs with respect to any BL Bridge Loan then outstanding, if any, on the BL Bridge Loan Maturity Date.

(d)    Use of BL Bridge Loan Proceeds.The Borrower shall apply the proceeds ofBLBridge Loans as described in Section8.1(c)and to repay BridgeLoans solely to theextent the proceeds thereof were applied in accordance with Section 8.1(a).

(e)    Promissory Notes.The obligation of Class B Member to repay the BL Bridge Loans made by each Lender and to pay interest thereon at the rates provided herein shall be,tothe extent requestedbysuch Lender, evidencedby promissorynotes intheform of ExhibitB-5(individually,a“BLBridgeLoanNote”and,collectively,the“BLBridgeLoanNotes”),each payabletosuchLender andin theprincipalamountoftheBLBridgeLoanmadebysuch Lender.

(f)    BLBridgeLoanFunding.

(i)    Notice.TheNoticeofBLBridgeLoanBorrowingshallbedelivered to the Administrative Agent in accordance with this Article 2and Section17.1. The Administrative Agent shall promptly notify each Lender of the contents of the Notice of BL Bridge Loan Borrowing.

(ii)    Pro Rata Loans.All BL Bridge Loans shall be made on a pro rata basis by the Lenders in accordance with their respective Proportionate Share of the Total BL Bridge Loan Commitment.

(g)    Prepayments.The prepayment provisions applicable to BL Bridge Loans shall be governed by Section 5.1.

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ARTICLE3    LETTERSOFCREDIT;LCLOANS.

3.1    LettersofCredit;LCCommitment.

(a)    Each LC Issuer agrees, subject to the terms and conditions set forth in this Agreement, and the satisfaction by the applicable Borrower, or the waiver by the applicable LC Issuer, of the conditions precedent set forth in Section 6.5, as applicable, to:

(i)    in respect of each Offtake LC Issuer, issue on the date upon which the conditions precedent set forth in Section6.5are satisfied, substantially in the form attached hereto as Exhibit H-1(or in any case in such other form as shall be reasonably satisfactory to such LC Issuer and the beneficiary thereof) for the account of (A) prior to the Term Conversion Date, the Project Company and (B) from and after the Term Conversion Date, the Class B Member, on behalf of the Project Company, and for the benefit of the applicable Offtaker, and maintain outstanding in accordance with its terms until the Expiration Date (as defined in the applicable Letter of Credit) applicable to such Letter of Credit one or more letters of credit with respect to the Project Company’s obligations set forth in each Offtake Agreement (the “Offtake Letters of Credit” and individually, each a “Offtake Letter of Credit”) in an aggregate stated amount (I) not to exceed such Offtake LC Issuer’s Offtake LC Commitment and (II) not to exceed, in the aggregatewiththeOfftakeLCCommitmentsoftheotherLCIssuers(x)priortotheTerm ConversionDate,sixtysixmillionsevenhundredeighteenthousanddollarsandzerocents ($66,718,000.00)and(y)fromandaftertheTermConversionDate,fiftyonemillionseven hundred eighteen thousand dollars and zero cents ($51,718,000.00) (the “MaximumOfftake LC Commitment”);

(ii)    inrespectofeachNRGLCIssuer,issueonthedateuponwhichthe conditionsprecedentsetforthinSection6.5aresatisfied,substantiallyintheformattached heretoasExhibitH-2(orinanycaseinsuchotherformasshallbereasonablysatisfactory to such LC Issuer and the beneficiary thereof) for the account of (A) prior to the Term ConversionDate,theProjectCompanyand(B)fromandaftertheTermConversionDate, the Class B Member, on behalf of the Project Company, and for the benefit of NRG, and maintain outstanding in accordance with its terms until the Expiration Date (as defined in the applicable Letter of Credit) applicable to such Letter of Credit one or more letters of credit with respect to the Project Company’s obligations set forth in SectionB.6. of the NRGLetterAgreement(the“NRGLettersofCredit”andindividually,eacha“NRGLetterof Credit”) in an aggregate stated amount (I) not to exceed such NRG LC Issuer’s NRG LCCommitment and(II) nottoexceed,inthe aggregate withtheNRGLCCommitments of the other LC Issuers (x) prior to the Term Conversion Date, ten million eight hundred ninetythousandeighthundredtwentytwodollarsandzerocents($10,890,822.00)and(y) fromandaftertheTermConversionDate,tenmillioneighthundredninetythousandeight hundred twenty two dollars and zero cents ($10,890,822.00) (the “Maximum NRG LCCommitment”); and

(iii)    in respect of each DSR LC Issuer, at the request of the applicable Borrower, issue on or after the Term Conversion Date, substantially in the form attached heretoasExhibitH-3(orinanycaseinsuchotherformasshallbereasonablysatisfactory to such LC Issuer and thebeneficiary thereof)for theaccount ofClass B Member and for

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the benefit of the Collateral Agent, and maintain outstanding in accordance with its terms until the Expiration Date (as defined the applicable Letter of Credit) applicable to such LetterofCreditoneormorelettersofcreditwithrespecttoClassBMember’sobligations setforthinSection2(h)(DebtServiceReserveAccount)oftheAccountControlAgreement (eacha“DSRLetterofCredit”)inanaggregatestatedamount(I)nottoexceedsuchDSR LC Issuer’s DSR LC Commitment of such Series and (II) not to exceed in the aggregate with the DSR LC Commitments of the other LC Issuers (x) prior to the Term Conversion Date, zero dollars ($0) and (y) from and after the Term Conversion Date, fifteen million four hundred thirty five thousand four hundred twenty one dollars and fifty-six cents ($15,435,421.56) (the “Maximum DSR LC Commitment”).

(b)    ThefailureofanyLCIssuertoissueaLetterofCreditrequestedtobeissued byithereundershallnotrelieveanyotherLCIssuerofitsobligationshereunder.Notwithstanding the foregoing or anything to the contrary, (x) Borrower shall request that the Letters of Credit be issued by all LC Issuers with Commitments for the applicable Series on a pro rata basis and (y) theAdministrativeAgentshalldirecttheCollateralAgentto,andtheCollateralAgentshall,make any drawing on theDSR Letters ofCredit on apro ratabasis with respect to thestated amount of all DSR Letters of Credit then in effect.

(c)    (i) The sum of the undrawn stated amount of the Letters of Credit, the aggregate amount of any Unreimbursed Obligations and the aggregate principal amount of any outstanding LC Loans shall in no event exceed the Maximum LC Commitment at any time, and (ii) with respect to each Series, the sum of the undrawn stated amount of the Letters of Credit of such Series, the aggregate amount of any Unreimbursed Obligations arising from drawings on Letters of Credit of such Series and the aggregate principal amount of any outstanding LC Loans arising from drawings on Letters of Credit of such Series shall in no event exceed the Maximum Offtake LC Commitment, Maximum NRG LC Commitment or the Maximum DSR LC Commitment, as applicable for such Series, at any time.

3.2    IssuanceandAvailability.IfanyLetterofCreditisextendedpursuanttotheterms hereof, such Letter of Credit shall remain substantially in the form of such Letter of Credit prior tosuchextensionwiththeexceptionoftheextensionoftherespectiveexpirationdate.Subjectto thetermsofthisAgreement,theBorrowermayreturnaLetterofCredittotheapplicableLCIssuer andmayrequestthatsuchLCIssuerissueareplacementLetterofCreditduringtheapplicableLC Availability Period without reducing the amount of the Maximum LC Commitment or any applicable LC Commitment (but solely to the extent that the Stated Amount of such replacement Letter of Credit, when taken together with the aggregate Stated Amount of all other Letters of Credit issued by such LC Issuer and then outstanding, does not exceed the LC Commitment of such LC Issuer in effect as of the date of such issuance).

(a)    Notice of LC Activity.The Borrower may request (i)the issuance, reinstatement,amendmentorextensionofanyLetterofCreditand(ii)anyincreaseordecreasein the Stated Amount thereof by delivering to the Administrative Agent and to the applicable LC Issuer a Notice of LC Activity.To the extent an increase or decrease is requested, upon the adjustment date specified in such Notice of LC Activity, subject to the terms and conditions set forth in this Agreement, the applicable LC Issuer shall, by amendment or adjustment to its respective Letter of Credit, adjust the Stated Amount thereof upward or downward to reflect the increase or decrease, asapplicable, specified in such Notice of LC Activity.From the effective

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dateofanysuchincreaseordecrease,theLCFacilityFeespayablepursuanttoSection5.2(c)shall becomputedonthebasisoftheapplicableStatedAmountofsuchLetterofCreditissuedbysuch LC Issuer so increased or decreased, as applicable.

(b)    DrawingsandReimbursement.

(i)    Subject to clause(ii)below, promptly upon the payment by an LC Issuer of any drawing under any Letter of Credit (“Drawing Payment”), and by not later than 2:00 p.m., New York time, on the next Business Day immediately following notification of the Drawing Payment from the applicable LC Issuer to Borrower, the applicableBorrowershallmakeorcausetobemadetotheapplicableLCIssuerforitsown accountapaymentinanamountequaltothefullamountofsuchdrawing,includinginterest accruing at the rate set forth in Section 2.1(b)(i).

(ii)    ProvidedthatnoEventofDefaultunderSection11.1(e)(solelywith respecttoaBorrowerEntity)orSection11.1(a)(butnotwithrespecttoBorrower’sfailure to repay such Drawing Payment), has occurred and is continuing, and there has been no accelerationoftheLoanspursuanttoSection11.2(c),intheeventthatanyreimbursement ofaDrawingPaymentorportionthereofisnotpaidbytheapplicableBorroweronthedate specifiedinclause(i)above(eachsuchunreimbursedDrawingPaymentorportionthereof, an “Unreimbursed Obligation”), such Unreimbursed Obligation shall convert into one or more loans (“LC Loan”) in the amount of such Unreimbursed Obligation by the Lenders withaCommitmentinrespectofsuchLetterofCredit(which,fortheavoidanceofdoubt, as of the Initial Funding Date, is the same as the LC Issuer of each Letter of Credit (i.e., thereisnofronting))inaccordancewiththeirProportionateShares,bearinginterestonthe unpaidprincipalamountofsuchLCLoanfromthedateoftheapplicableDrawingPayment until the repayment or prepayment thereof, at a rate set forth in Section2.1(b)(i).If a reimbursement obligation for a Drawing Payment converts to an LC Loan, failure by the Borrower to repay any such Drawing Payment pursuant to subclause(i)above shall not constitute a Default or an Event of Default.

(c)    The applicable Borrower assumes all risks of the acts or omissions of the beneficiary or transferee of each Letter of Credit applicable to such Borrower with respect to the use of such Letter of Credit.Such Borrower agrees that none of any LC Issuer, the Agents, nor any Lender (nor any of their respective directors, officers or employees) shall be liable or responsible for, and the reimbursement obligations of such Borrower shall be performed strictly inaccordancewiththisAgreement regardless of:(i)theusewhichmaybemadeofanyLetterof Credit or for any acts or omissions of any beneficiary or transferee in connection therewith; (ii) anyreferencewhichmaybemadetothisAgreementortoanyLetterofCreditinanyagreements, instruments or other documents; (iii) the validity, sufficiency, enforceability or genuineness of documents (including this Agreement) other than such Letter of Credit or any endorsement(s) thereon, which appear on their face to be valid, sufficient or genuine, as the case may be, even if suchdocumentsshouldinfactprovetobeinanyorallrespectsinvalid,insufficient,fraudulentor forged or any statement therein prove to be untrue or inaccurate in any respect whatsoever; (iv) payment by the applicable LC Issuer against presentation of documents which do not strictly comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letters of Credit so long as such documents substantially complywiththetermsofsuchLetterofCreditandtheapplicableLCIssuerhasnotactedwith

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gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction, or any payment by such LC Issuer under any Letter of Credit to anyPersonpurportingtobeatrusteeinbankruptcy,debtor-in-possession,assigneeforthebenefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transfereeofsuchLetterofCredit,includinganyarisinginconnectionwithanyproceedingunder anyBankruptcyLaw;(v)anyamendmentorwaiveroforanyconsenttodeparturefromallorany terms of any of the Financing Documents agreed to by such Borrower; (vi) the existence of any claim, setoff, defense or other right which such Borrower may have at any time against any beneficiaryortransfereeofanyLetterofCredit(oranyPersonsforwhomanysuchbeneficiaryor transfereemay beacting), theAgents, any LC Issuer, any Lenderorany otherPerson, whetherin connection with this Agreement, the transactions contemplated herein or in the other Financing Documents, or in any unrelated transaction; (vii) any breach of contract or dispute among or between such Borrower, the Agents, any LC Issuer, any Lender, or any other Person except a breach of contract or dispute relating to any Letter of Credit; (viii) any demand, statement, certificate, draft or other document presented under the Letters of Credit proving to be forged, fraudulent,invalidorinsufficientinanyrespectoranystatementthereinbeinguntrueorinaccurate in any respect, so long as the same appear on their face to be valid, sufficient or genuine, or any lossordelayinthetransmissionorotherwiseofanydocumentrequiredinordertomakeadrawing under such Letter of Credit; (ix) any extension oftime for or delay, renewal or compromise of or other indulgence or modification to a drawing payment granted or agreed to by Administrative Agent, any LC Issuer, or any Lender; (x) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Financing Documents; (xi) any other event or circumstance whatsoever, whether or not similarto any oftheforegoing, that might,but fortheprovisions ofthisSection3.2(c), constitute a legal or equitable discharge of or defense to such Borrower’s obligations hereunder; (xii) any improperusewhichmaybemadeofanyLetterofCreditoranyimproperactsoromissionsofany beneficiary or transferee of any Letter of Credit in connection therewith; (xiii) the insolvency of anyPersonissuinganydocumentsinconnectionwithanyLetterofCredit;(xiv)anybreachofany agreement between such Borrower and any beneficiary or transferee of any Letter of Credit; (xv) any irregularity in the transaction with respect to which any Letter of Credit is issued, including anyfraudbythebeneficiaryoranytransfereeofsuchLetterofCredit;(xvi)anyerrors,omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless,orotherwise,whetherornottheyareincode;(xvii)anyothercircumstancesarisingfrom causes beyond the control of any LC Issuer; or (xviii) any other circumstances whatsoever in making or failing to make payment under the Letters of Credit, including the non-completion of the Project for any cause whatsoever, the failure of the Project Company or Class B Member to occupy or use the Project in the manner contemplated by the Financing Documents or otherwise, any defect in title, design, operation, merchantability, fitness or condition of the Project or in the suitability of the Project for Class B Member’s or the Project Company’s purposes or needs, any failure of consideration, destruction of or damage to the Project, any commercial frustration of purpose, the taking by condemnation of title to or the use of all or any part of the Project, any Regulatory Change, any failure of any Person to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection with the Financing Documents to which each is a party, except that an LC Issuer shall be liable to such Borrowerforactsoreventsdescribedinclauses(i)through(xi)abovetotheextent,butonlyto

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the extent, of any direct damages, as opposed to indirect, special or consequential damages, sufferedbysuchBorrowerwhichwerecausedby(A)suchLCIssuer’swillfulmisconductorgross negligence in determining whether a drawing made under any Letter of Credit complies with the terms and conditions therefor stated in such Letter of Credit, as determined by a final non-appealablejudgmentofacourtofcompetentjurisdictionor(B)suchLCIssuer’swillfulfailureto payunderanyLetterofCreditafteradrawingbythebeneficiarystrictlycomplyingwiththeterms and conditions of such Letter of Credit.Without limiting the foregoing, (i) an LC Issuer may accept any document that appears on its face to be in order, without responsibility for further investigation,andmaymakepaymentuponpresentationofdocumentsthatappearontheirfaceto be in substantial compliance with the terms of such Letter of Credit; (ii) an LC Issuer shall have theright,initssolediscretion,todeclinetoacceptsuchdocumentsandtodeclinetomakepayment uponpresentationofsuchdocumentsifsuchdocumentsarenotinsubstantialcompliancewiththe terms of the related Letter of Credit; and (iii) clauses (i)and (ii)of this sentence establish the standard of care to be exercised by an LC Issuer when determining whether drafts and other documentspresentedunderaLetterofCreditcomplywiththetermsthereof(andthepartieshereto herebywaive,totheextentpermittedbyapplicablelaw,anystandardofcareinconsistentwiththe foregoing).TheapplicableBorrowerherebywaivesanyrighttoobjecttoanypaymentmadeunder any Letterof Credit with regard to adrawing that is in theform provided in such Letterof Credit but which varies with respect to non-substantive punctuation (except punctuation with respect to any dollar amount specified therein), capitalization, spelling or similar matters of form.

3.3    ReductionofStatedAmount;LCCommitments; Cancellation.

(a)    StatedAmount.

(i)    TheStatedAmountofeachLetterofCreditshallbereducedbythe amountofDrawingPaymentsmade thereunder.Exceptasotherwiseprovidedin Section 3.3(c), once so reduced, such Stated Amount shall not be reinstated.

(ii)    The Borrower may, from time to time upon prior notice and the deliveryofaNoticeofLCActivitytotheAdministrativeAgentandapplicableLCIssuer, reducetheStatedAmountofanyapplicableLetterofCreditorcancelanyapplicableLetter ofCreditinitsentirety;provided,ineachcase,that(x)anyreductionoftheStatedAmount ofanyLettersofCreditthatareissuedforthepurposeandtothesamebeneficiaryshallbe made pro rata across all such Letters of Credit of such type, (y) the Borrower may not make any reduction or cancellation if such reduction or cancellation would cause a violation of any provision of this Agreement or any provision of the other Operative Documents, and (z)the Administrative Agent and the applicable LC Issuer shall have receivedwrittennoticefromtheapplicablebeneficiaryofsuchLetterofCreditconfirming such reduction or cancellation.

(iii)    From the effective date of any reduction of the Stated Amount of any Letter of Credit under this Section3.3(a), the LC Facility Fees payable pursuant to Section 5.2(c)shall be computed on the basis of the Stated Amount as so reduced.

(b)    LC Commitment.

(i)    The issuance of any Letter of Credit shall reduce the available LC Commitment in an amount equal to the Stated Amount of such Letter of Credit.Prior to

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the LC Availability Termination Date, upon the expiration of a Letter of Credit without extensionandwithoutbeingdrawninfull,theavailableLCCommitmentshallbeincreased by theAvailable Amount(immediately prior to such expiration) of such expired Letter of Credit.

(ii)    The applicable Borrower may, from time to time, permanently reduce(withoutpremiumorpenalty)theMaximumDSRLCCommitment,theMaximum OfftakeLCCommitmentortheMaximumNRGLCCommitment,asapplicable;provided, however, that notwithstanding the above, such reduction shall be subject to the Administrative Agent and the applicable LC Issuer’s receipt of reasonable evidence that Class B Member or the Project Company, as applicable, no longer requires the amount of the commitment requested to be reduced; providedfurtherthat such reduction shall be appliedpro ratatotheCommitmentsoftheLC Issuersand Lenders withCommitmentsin respect of the applicable Series of Letters of Credit.

(iii)    From the effective date of any reduction of the applicable LC Commitment; the LC Facility Fees payable pursuant to Section5.2(c); shall be computed on the basis of the applicable LC Commitment as so reduced.

(c)    AdjustmentstoAmountsAvailablefor Drawing.

(i)    Subject to the satisfaction of the conditions hereof, including delivery of a Notice of LC Activity and Section6.5, in the event that any Letter of Credit provides that the amounts available for drawing under such Letter of Credit shall be reinstated (in whole or in part) upon delivery by an LC Issuer of such Letter of Credit to the beneficiary of such Letter of Credit of a certificate to the effect that amounts drawn under such Letter of Credit have been reimbursed by the Borrower, such LC Issuer shall deliversuchreinstatementcertificatesolongassuchLCIssuershallhavebeenadvisedin writingbytheAdministrativeAgentthattheLCLoansrelatingtosuchdrawinghavebeen paid in full, together with interest thereon and all other amounts payable with respect thereto.

(ii)    The applicable beneficiary under any Letter of Credit may, at the Borrower’s direction, voluntarily reduce the Stated Amount of its Letter of Credit (a “VoluntaryReduction”) atanytimeandfromtimetotime,uponthree(3)Business Days’ priorwrittennoticedeliveredtothe AdministrativeAgentand theapplicableLC Issuerin theformofapplicableannextotherelatedLetterofCredit(orsuchotherformasisinform and substance satisfactory to the applicable LC Issuer).

(d)    LCLoanInterest.

(i)    Any LC Loan shall initially be a Base Rate Loan.The applicable Borrower shall pay interest (including interest accruing after the commencement of an insolvency proceeding against such Borrower under applicable Bankruptcy Law) on the unpaid principal amount of each Unreimbursed Obligation or LC Loan (without duplication)fromthedateoftheDrawingPaymentmadeundertheapplicableLetterof

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CredituntiltherepaymentorprepaymentofsuchUnreimbursedObligationorLCLoanat a rate per annum equal to:

(A)    duringsuchperiodsassuchUnreimbursedObligationorLC Loan, as applicable, is a Base Rate Loan, the Base Rate (as in effect from time to time)plus,ineachcase,theApplicableMarginwithrespecttosuchUnreimbursed Obligation or LC Loan; and

(B)    duringsuchperiodsassuchUnreimbursedObligationorLC LoanisaSOFRLoan,DailyCompoundedSOFRplus,ineachcase,theApplicable Margin for such Unreimbursed Obligation or LC Loan.

(ii)    Accrued interest on the unpaid principal amount of each UnreimbursedObligation(foranyperiodduringwhichithasnotconvertedtoanLCLoan in accordance with Section3.2(b)) and each LC Loan shall be payable as set forth below: (A)oneachQuarterlyDate,(B)ontheapplicableLCLoanMaturityDateorthedateupon which the Unreimbursed Obligation (for any period during which it has not converted to an LC Loan in accordance with Section3.2(b)) is repaid, as applicable; (C) upon conversion of one Type of Loan to another Type of Loan pursuant to Section 3.3(d)(iv); and (D) in all cases, upon prepayment of any LC Loans as and to the extent provided in Section2.1(g)and Section5.1; providedthat interest payable with respect to an Unreimbursed Obligation or an LC Loan to the extent required pursuant to Section5.3(c)shall be payable on demand.

(iii)    [Reserved.]

(iv)    Any LC Loan, whether a Base Rate Loan or a SOFR Loan, shall continueassuchprovidedthattheapplicableBorrowershallhavetheright,atanytime,to Convert LC Loans of one Type into LC Loans of another Type, providedthat (A) such BorrowershallhavegiventheAdministrativeAgentaConversion/ContinuationNoticein respect of each such Conversion no later than 12:00 p.m. (New York time) three (3) U.S. Government Securities Business Days prior to an Interest Payment Date in relation to a ConversionofaBaseRateLoantoaSOFRLoanonsuchInterestPaymentDate;(B)SOFR Loans may be Converted only on an Interest Payment Date for the applicable LC Loans and (C) without limiting the rights and remedies of the Administrative Agent and the Collateral Agent under Article 11, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the MajorityLendersshall)suspendtherightoftheBorrowertoborrowtherelevantLCLoan asaSOFRLoan,toConvertanyLCLoanintoaSOFRLoanortoContinueanyLCLoan as a SOFR Loan, in which event all SOFR Loans then outstanding shall be automatically Converted (on the immediately succeeding Interest Payment Date) into Base Rate Loans.

(v)    The applicable Borrower authorizes the Administrative Agent to recordinanaccountoraccountsmaintainedbytheAdministrativeAgentonitsbooks (A)the interest rates applicable to all Unreimbursed Obligations and LC Loans and the effective dates of all changes thereto; (B) [Reserved]; (C) the date and amount of each principalandinterestpaymentoneachUnreimbursedObligationandLCLoan;and (D)suchotherinformationastheAdministrativeAgentmaydetermineisnecessaryforthe computationofinterestpayablebysuchBorrowerhereunderconsistentwiththebasis

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hereof.TheapplicableBorroweragreesthatallcomputationsbytheAdministrativeAgent ofinterestshallbeconclusiveintheabsenceofmanifesterror.TheAdministrativeAgent shall, as soon as practicable after an LC Loan is made, Continued or Converted, notify Class B Member of each determinationof DailyCompoundedSOFR orthe BaseRate,as applicable, with respect to such LC Loan.All computations of interest on Unreimbursed Obligations and LC Loans hereundershall bebased upon ayearof (x)in thecaseofBase RateLoans,365days(or366daysinaleapyear),and(y)inthecaseofSOFRLoans,360 days, in each case for the actual days elapsed.

(vi)    The Borrower shall repay to the Administrative Agent (for the account of each applicable Lender) any unpaid principal, interest, fees and costs with respect to any LC Loan on the LC Loan Maturity Date with respect to such LC Loan.

(vii)    On each Scheduled Payment Date, Borrower shall repay the Administrative Agent (for the account of each applicable Lender) the outstanding aggregate principal amount of the LC Loans or Unreimbursed Obligations to the extent required pursuant to Section2(g)(ii)(4) (Revenue Account) of the Account Control Agreement.

(viii)    IfanyUnreimbursedObligationwasmadepriortotheConstruction Loan Maturity Date and remains outstanding on such date, then the Borrower shall repay to the Administrative Agent (for the account of each applicable Lender) any unpaid principal, interest, fees and costs with respect to such Unreimbursed Obligation on the Construction Loan Maturity Date. If any Unreimbursed Obligation was made after the Term Conversion Date and remains outstanding on the Term Loan Maturity Date, then Class B Member shall repay to the Administrative Agent (for the account of each applicable Lender) any unpaid principal, interest, fees and costs with respect to such Unreimbursed Obligation on the Term Loan Maturity Date.

(ix)    (A) To the extent any LC Loans are outstanding prior to the Term Conversion Date, on the Construction Loan Maturity Date, the applicable Borrower shall repay to the AdministrativeAgent on behalf oftheapplicableLender, an amount equal to all LC Loans plusall interest, fees and costs with respect to such LC Loans; (B)from and aftertheTermConversionDate,ClassBMembershallrepaytotheAdministrativeAgent onbehalfoftheapplicableLender,inaccordancewithSection2(g)(ii)(RevenueAccount) of the Account Control Agreement, the LC Loans plusall interest, fees and costs with respect to any such LC Loans; and (C) on the LC Loan Maturity Date, the applicable Borrower shall repay to the Administrative Agent, an amount equal to all LC Loans plusall interest, fees and costs with respect to such LC Loans.

(x)    Anyremainingunpaidprincipal,interest,feesandcostswithrespect toanyLCLoanthenoutstanding,ifany,shallbedueandpayableontheLCLoanMaturity Date.

(e)    LC Loan Promissory Notes.The obligation of the applicable Borrower to repay the LC Loans made by, and any other Unreimbursed Obligations owed to, the applicable Lenders andto payinterestthereon attherateprovidedhereinshallbe,totheextent requestedby such Lender, evidenced by a promissory note in the form of Exhibit B-3(collectively, the “LCLoan Notes”), payable to each such applicable Lender and in the principal amount equal to each

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such Lender’s applicable Maximum LC Commitment (or such lesser amount as shall equal the aggregate unpaid principal amount of the LC Loans made by, and the Unreimbursed Obligations owed to, such Lender by such Borrower under this Agreement).

(f)    Replacement of LC Issuer.An LC Issuer may assign, or, in the case of an LC Issuer (other than a DSR LC Issuer) which is no longer an Acceptable LC Issuer, may be requiredtoassign,alloranyportionofitsLettersofCredittoasuccessorLCIssuer(which,inthe caseofassignmentorreplacement,shallbeanAcceptableLCIssuer)bywrittenagreementamong (i) the Borrower, (ii) the successor LC Issuer and (iii) in the case of an assignment, the assigning LC Issuer, or in the case of a replacement, if at such time the LC Issuer being replaced is an Acceptable LC Issuer, the replaced LC Issuer (as applicable), and upon notice to the AdministrativeAgent.TheAdministrativeAgentshallnotifytheLendersofanysuchassignment or replacement of an LC Issuer.At the time any such replacement or assignment shall become effective, the Borrower shall pay all unpaid fees and all other amounts payable hereunder, if any, accruedfortheaccountofthereplacedorassigningLCIssuerpursuanttoSection5.1.Subjectto theimmediatelysucceedingsentence,fromandaftertheeffectivedateofanysuchreplacementor assignment, the successor LC Issuer shall have all the rights and obligations of the replaced or assigning LC Issuer under this Agreement with respect to the Letters of Credit to be issued thereafter.After the replacement of or assignment by an LC Issuer hereunder, (A) the Borrower shall use reasonable commercial efforts to replace the outstanding Letters of Credit issued by the replaced or assigning LC Issuer by a Letter of Credit or Letters of Credit issued by the successor LCIssuerandintherelevantamounts,and(B)thereplacedorassigningLCIssuershallremain a party hereto and shall continue to have all the rights and obligations of an LC Issuer under this Agreement with respect to Letters of Credit issuedby itprior tosuch replacement or assignment, butshallnotberequiredtoissueadditionalLetters ofCredittotheextentreplacedorso assigned.

ARTICLE4    [RESERVED]

ARTICLE 5    GENERALPROVISIONSRELATINGTOCONSTRUCTIONLOANS, BRIDGE LOAN, TERM LOAN, BL BRIDGE LOAN AND LETTER OF CREDIT FACILITES

5.1    Prepayments.

(a)    Terms of All Prepayments.Upon the prepayment of any Loan (whether such prepayment is an optional prepayment or a mandatory prepayment), the Borrower shall pay to the Administrative Agent for the account of each Lender owed such Loan and the Project Company or the Class B Member, as applicable, shall pay to the Hedge Counterparties (with respect to Interest Rate Agreement Termination Payments), as applicable, (A) (x) in the event of any prepayment of all of the aggregate principal amount under any outstanding SOFR Loan, all accrued interest on such SOFR Loan on the date of such prepayment or (y)in the event of any prepaymentofaportionoftheaggregateprincipalamountunderanyoutstandingSOFRLoan,all accrued interest shall be payable on the immediately succeeding Interest Payment Date; (B) all accrued fees, if any, to the date of such prepayment corresponding to the amount being prepaid; (C)ifsuchprepaymentistheprepaymentofaSOFRLoanonadayotherthananInterestPayment Date,allLiquidationCostsincurredbysuchLenderasaresultofsuchprepayment;and(D)ifsuch prepayment is a prepayment that results in an Excess Amount, the Interest Rate Agreement TerminationPaymentsdueandpayabletotheHedgeCounterpartiesinconnectionwithsuch

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prepayment, if applicable. Amounts prepaid pursuant to this Section5.1may not be re-borrowed (other than LC Loans).

(b)    Optional Prepayment of Loans.Subject to Section5.1(a), the Borrower may, at its option, upon three (3) Business Days’ irrevocable notice to the Administrative Agent (unless a shorter period is agreed to by the Administrative Agent), prepay any Loans in whole or in part, without premium or penalty (except for Liquidation Costs, if any, and Interest Rate Agreement Termination Payments, if any), in a minimum aggregate amount of five hundred thousanddollars($500,000)oranintegralmultipleofonehundredthousanddollars($100,000)in excessthereof(orsuchlesseramountasshallberemainingoutstandingundertheLoanstowhich such prepayment relates). Each such notice of optional prepayment hereunder shall specify the prepayment date, the aggregate principal amount of the Loans to be prepaid on such date and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, andshallbeaccompaniedbyacertificateoftheBorrowerastotheestimatedLiquidationCosts(if any) and Interest Rate Agreement Termination Payments (if any) due in connection with such optional prepayment (calculated as if the date of such notice were the date of the optional prepayment)andsettingforththedetailsofsuchcomputation.Withinfive(5)BusinessDaysafter thedateofsuchoptionalprepayment,theAdministrativeAgentshall delivertotheBorrowerand eachapplicableLenderacertificateoftheAdministrativeAgentconfirmingthecalculationofsuch Liquidation Costs (if any) or Interest Rate Agreement Termination Payments (if any) as of the specified prepayment date and setting forth the details of such computation.The Borrower may make an optional prepayment with respect to allLoans then outstanding at any time, without any premium or penalty, except for Liquidation Costs and Interest Rate Agreement Termination Payments,ifany.AtBorrower’soption,anyprepaymentsmadeunderthisSection5.1(b)maybe appliedfirsttothenextinstallmentdueandproratatoallremaininginstallmentsormaybeapplied prorata to all remaining installments.

(c)    Mandatory Prepayments.Subject to Section5.1(a), the Borrower shall prepaytheapplicableLoanstotheextentprovidedbythetermsofSections1.1(d)(iii),5.5(b),5.9, 8.6, 8.13(e), 8.17, 8.24, 8.36, 8.37, Section2(g) (Revenue Account) of the Account Control Agreement, Section2(l)(i) (Distribution Reserve Account) of the Account Control Agreement, Section 2(c) of the Tax Indemnity Agreement and Section 6 of the Tax Indemnity Agreement. UnlessspecifiedotherwisehereinorintheapplicableFinancingDocument,allprepaymentsmade underthisSection5.1(c)shallbeappliedtotheapplicableoutstandingLoansprorataacrosssuch Loans then outstanding.

(d)    Application of Prepayment; Reduction of Interest Rate Agreements.Any amountbeingprepaidinrespectoftheTermLoansunderthisAgreementmay,attheoptionofthe Borrower: (i) be first applied to the Floating Portion and then to the Fixed Portion or (ii) may be applied to theFloating Portion and theFixed Portion on apro ratabasis.Any prepayment ofthe Fixed Portion of the Term Loans under this Agreement shall be accompanied by a reduction by the Borrower of their exposure and obligations under the Interest Rate Agreements then in effect as provided in Section 5.9(b).

5.2    Fees.

(a)    Fee Letters; Fees.On the Closing Date and Initial Funding Date, as specifiedintheFeeLetter,theBorrowershallpayto(i)eachLenderorLeadArrangerpartyhereto

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on the date hereof, solely for each such Lender’s or Lead Arranger’s account, certain facility structuring,upfront,arrangementorotherfees;(ii)AdministrativeAgent,CollateralAgentandthe Depositary, the applicable agency, collateral agency and depositary fees; and (iii)each of the LC Issuers, as applicable, the letter of credit facility upfront fee, in each case of clauses (i)through (iii), on the terms and in the amounts as set forth in each respective Fee Letter; providedthat the Borrower may elect to pay such amounts using the proceeds of the initial Bridge Loan for any amounts to be paid on the Initial Funding Date.

(b)    CommitmentFees.

(i)    On each Quarterly Date occurring after the Closing Date, the applicableBorrowershallpaytotheAdministrativeAgent(forfurthercredittotheaccount ofeachapplicableLender)commitmentfeesequaltoonehalfofonepercent(0.500%)per annum on the actual remaining amount of the Max Construction Loan Commitment (the “ConstructionLoanCommitmentFee”)then applicable,asitmaybereducedinaccordance with the terms hereof, calculated on an actual 360-day year during the period from and including the immediately preceding Quarterly Date (or from and including the Closing Datein thecaseofthefirst Quarterly Date)until and including theearliest of(A)thedate immediatelyprecedingsuchQuarterlyDateonwhichsuchpaymentisdue,(B)thedateon whichtheMaxConstructionLoanCommitmenthasbeenfullyutilizedorcancelled, (C)the last day of the Construction Loan Availability Period, and (D) the Initial Funding Longstop Date if the Initial Funding Date has not occurred on or before such date.Such commitment fees will be payable quarterly in arrears and may be capitalized pursuant to Section 1.3.

(ii)    On each Quarterly Date occurring after the Closing Date, the applicableBorrowershallpaytotheAdministrativeAgent(forfurthercredittotheaccount ofeachapplicableLender)commitmentfeesequaltoonehalfofonepercent(0.500%)per annum on the actual remaining amount of the Max Tax Bridge Loan Commitment (the “BridgeLoanCommitmentFee”)thenapplicable,asitmaybereducedinaccordancewith thetermshereof,calculatedonanactual360-dayyearduringtheperiodfromandincluding the immediately preceding Quarterly Date (or from and including the Closing Date in the caseofthefirstQuarterlyDate)untilandincludingtheearliestof(A)thedateimmediately preceding such Quarterly Date on which such payment is due, (B) the date on which the Max Tax Bridge Loan Commitmenthas been fully utilized or cancelled, (C)the last day of the Bridge Loan Availability Period, and (D) the Initial Funding Longstop Date if the Initial FundingDate has notoccurredonor before suchdate.Suchcommitmentfees will be payable quarterly in arrears and may be capitalized pursuant to Section 1.3.

(iii)    From (A) the Closing Date to the Term Conversion Date, on each Quarterly Date occurring after the Closing Date until the Term Conversion Date, the Borrower shall pay to the Administrative Agent (for further credit to the account of each applicable Lender) commitment fees equal to the product of (a) one half of one percent (0.500%) per annum, times(b) the actual unutilized portion of the Maximum LC Commitment (as it may be reduced in accordance with the terms hereof, and which shall exclude,fortheavoidanceofdoubt,theStatedAmountofanyLettersofCredit,theamount of any LC Loans and the amount of any Unreimbursed Obligations, in each case, then outstanding),times(c)afraction,thenumeratorofwhichisthenumberofdaysduringthe

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period from and including the immediately preceding Quarterly Date (or from and including the Closing Date in the case of the first Quarterly Date) and ending on such Quarterly Date, including the first day of such period, but excluding the last day of such period,andthedenominatorofwhichis360and(B)oneachQuarterlyDateoccurringafter theTermConversionDate,theBorrowershallpaytotheAdministrativeAgent(forfurther credittotheaccountofeachapplicableLender)commitmentfeesequaltotheproductof (a) one half of one percent (0.500%) per annum, times(b) the actual unutilized portion of theMaximumLCCommitment(asitmaybereducedinaccordancewiththetermshereof, and which shall exclude, for the avoidance of doubt, the Stated Amount of any Letters of Credit,theamount of anyLCLoansand theamountofanyUnreimbursed Obligations, in each case,then outstanding),times(c)afraction,thenumeratorofwhich is thenumberof days during the period from and including the immediately preceding Quarterly Date (or from and including the Term Conversion Date in the case of the first Quarterly Date after the Term Conversion Date) and ending on such Quarterly Date, including the first day of suchperiod,butexcludingthelastdayofsuchperiod,andthedenominatorofwhichis 360.Suchcommitmentfeeswillbepayablequarterlyinarrearsand,ineachcase,maybe capitalized pursuant to Section1.3(such fee calculated pursuant to clause (A)before the TermConversionDateandpursuanttoclause(B)aftertheTermConversionDate,the“LCCommitment Fees”).

(iv)    If the Initial Funding Date does not occur on or before the Initial Funding Longstop Date, all commitment fees accrued and payable pursuant to this Section5.2(b)through the date of such termination shall become immediately due and payable on the Initial Funding Longstop Date.

(c)    Borrower shall pay each LC Issuer’s standard fees and expenses with respect to the issuance, amendment, renewal or extension of, or the processing of drawing under, any Letters of Credit within thirty (30) days after demand by each such LC Issuer.

(d)    On each Quarterly Date occurring on or after the Initial Funding Date, the Borrower shall pay to the Administrative Agent (for further credit to the account of each Lender that holds a commitment in the applicable Letter of Credit on a pro rata basis based on such commitment), a fee with respect to each then-outstanding Letter of Credit (the “Letter of CreditFees”)equaltotheproductof(A)theApplicableMarginwithrespecttoLCLoansthatareSOFR Loans at such time, times(B)the daily average Stated Amount of each such Letter of Credit the applicable LC Issuer has issued during such quarterly period, as applicable (or portion thereof), including the first day, but excluding the last day of such quarterly period, as applicable (or a portion thereof), and times(C) a fraction, the numerator of which is the number of days in such quarterly period, as applicable (or a portion thereof), including the first day of such period, but excluding the last day of such period, and the denominator of which is 365.

5.3    OtherPaymentTerms.

(a)    Place and Manner.The Borrower shall make all payments due to the Administrative Agent, the Collateral Agent, the Depositary, LC Issuers, each Lender hereunder and each other Secured Party to the Administrative Agent at its account in the United States identified in Exhibit Ifrom time to time, in Dollars and in immediately available funds not later than12:00p.m.(NewYorktime)onthedateonwhichsuchpaymentisdue(subjecttothe

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provisions of this Agreement).Any payment made after such time on any day shall be deemed received on the next Business Day after such payment is received.For the avoidance of doubt, payments referred to in this clause (a) exclude payments to the Collateral Accounts that are otherwise governed by the terms of the Account Control Agreement.

(b)    Date.UnlessotherwisespecifiedinthisAgreement,wheneveranypayment duehereundershallfalldueonadayotherthanaBusinessDay,suchpaymentshallinsteadbedue on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be.

(c)    Late Payments.If any amounts required to be paid by the Borrower under this Agreement or theotherFinancing Documents (including principal orinterest payable on any Loan,andanyfeesorotheramountsotherwisepayabletotheAdministrativeAgent,anyLCIssuer, any Lender or any other Secured Party) remain unpaid after such amounts are due the Borrower shallpayinterestontheaggregate,outstandingbalanceofsuchoverdueamountsfromthedatethe Administrative Agent (acting at the direction of the Majority Lenders) provides notice to the Borrower of the failure of the Borrower to pay such amounts on the due date until those amounts are paid in full at a per annum rate equal to the Default Rate.

(d)    NetofTaxes,Etc.

(i)    Taxes.AnyandallpaymentstoorforthebenefitofAdministrative Agent, any LC Issuer, any Lender or any other Person by or on account of the Borrower hereunder or under any other Financing Document shall be made free and clear of and without withholding, deduction, setoff or counterclaim of any kind whatsoever unless requiredbylaw.Ifsuchwithholding,deductionorsetoffisrequiredbylaw,suchBorrower shall pay such additional amounts as may be necessary in order that the amounts payable, after deduction or withholding (including such deductions and withholdings applicable to additional sums payable under this Section5.3(d)(i)) for or on account of any Taxes (excluding(A)Taxesimposedonormeasuredbythenetincome(howeverdenominated), franchise Taxes, and branch profits Taxes of Administrative Agent, any LC Issuer, any Lender or any other such Person, in each case, (1) imposed as a result of such Administrative Agent, any LC Issuer, such Lender or any other such Person being organized under the law of, or having its principal office or its applicable Lending Office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (2) that are Other Connection Taxes, (B) any U.S. federal withholding Taxes (including backupwithholdingTaxes)totheextentimposedasaresultofAdministrativeAgent,any LC Issuer, any Lender or any other such Person voluntarily designating a successor LendingOfficewhichhastheeffectofcausingAdministrativeAgent,anyLCIssuer,such Lenderorany such Person to become subject to U.S. federal withholding Taxes in excess ofthosein effect immediately priorto such designation, (C)any U.S. federal withholding Taxes (including backup withholding Taxes) that are in effect and that would apply to a payment hereunder or under any other Financing Document made to the Administrative Agent, any LC Issuer, a Lender or any other such Person as of the date Administrative Agent,anyLCIssuerorsuchLender(i)acquiressuchinterestintheLoanorCommitment (otherthanpursuanttoanassignmentrequestbytheBorrowerunderSection13.14)or(ii) suchPersonchangesitsLendingOffice,exceptineachcasetotheextentthat,pursuantto Section5.3(f),amountswithrespecttosuchTaxeswerepayableeithertosuchPerson

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assignor immediately before such Person became a party hereto or to such Person immediately before it changed its Lending Office, (D) any withholding Taxes imposed under FATCA and (E) any Taxes attributable to the failure of Administrative Agent, any LCIssuer,anyLenderoranysuchPersontocomplywithitsobligationsunder Section5.3(f)(the“ExcludedTaxes”))(allsuchTaxesotherthanExcludedTaxes,imposed onorwithrespecttoanypaymentmadebyoronaccountofanyobligationoftheBorrower under any Financing Document, being hereinafter referred to as “Indemnified Taxes”), shallbenotlessthantheamountsotherwisespecifiedtobepaidunderthisAgreementand the other Financing Documents.If any Taxes shall be required by law to be withheld or deducted from or in respect of any sum payable hereunder or under any other Financing Document to the Administrative Agent, any LC Issuer or any Lender or other Person, (x) in the case of Indemnified Taxes or Other Taxes, the sum payable shall be increased as describedaboveinthisSection5.3(d);(y)suchdeductionsorwithholdingsshallbemade; and (z) such Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.In addition, the Borrower agreestopayanypresentorfuturestamp,court,intangible,recording,documentary,filing orsimilartaxes, charges orleviesthatariseunder applicablelaw fromany paymentmade hereunderor under anyotherFinancingDocument orfrom the execution,delivery,filing, performance or otherwise with respect to this Agreement or any other Financing Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section13.14) (hereinafter referred to as “Other Taxes”).

(ii)    Indemnity.Withoutduplicationofanyotherrightstoindemnityor recoverytowhichAdministrativeAgent,anyLCIssueroranyLenderisentitledpursuant to this Agreement, the Borrower shall indemnify Administrative Agent, each LC Issuer andeachLenderforthefullamountofIndemnifiedTaxesandOtherTaxes(includingany IndemnifiedTaxesorOtherTaxesimposedbyanyjurisdictiononamountspayableunder this Section5.3(d)), imposed on (or required to be withheld on a payment to) Administrative Agent, any LC Issuer or any Lender, and any reasonable expenses arising therefrom or with respect thereto whether or not such Indemnified Taxes or Other Taxes werecorrectlyorlegallyasserted.PaymentsbytheBorrowerpursuanttothis Section5.3(d)(ii)shallbemadewithinthirty(30)daysfromthedateAdministrativeAgent, suchLCIssuerorsuchLenderprovidesnoticetherefor(submittedthroughAdministrative Agent), which notice shall be accompanied by a certificate, which shall be conclusive absent manifest error.The Administrative Agent, each LC Issuer and each Lender agree torepaytotheBorrowerrefunds(withoutinterest,otherthananyinterestthatwasincluded as part of such refund with respect to Indemnified Taxes or Other Taxes paid by the Borrower pursuant to this Section5.3(d)) obtained or received by Administrative Agent, suchLCIssuerorsuchLenderforIndemnifiedTaxesorOtherTaxes,penalties,interestor expensesthatwerepaidbytheBorrowerpursuanttothisSection5.3(d)(netofanyout-of-pocket costs (including taxes) incurred by such Person in connection therewith) and to contest, with the cooperation and at the expense of the Borrower, any such Indemnified Taxes or Other Taxes, penalties, interest or expenses which Administrative Agent, such LCIssuerorsuchLenderorsuchBorrowerreasonablybelievesnottohavebeenproperly assessed; providedthat none of Administrative Agent, any LC Issuer or any Lender shall berequiredtotakeanyactiontocontestsuchIndemnifiedTaxesorOtherTaxesifsuch

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Person determines that such action could reasonably be expected to adversely affect it or anyofitsAffiliates.Suchindemnifyingparty,upontherequestofsuchindemnifiedparty, shallrepaytosuchindemnifiedpartytheamountpaidoverpursuanttothisparagraph(plus anypenalties,interestorotherchargesimposedbytherelevantgovernmentalauthority)in theeventthatsuchindemnifiedpartyisrequiredtorepaysuchrefundtosuchgovernmental authority. Notwithstanding anything to the contrary in this paragraph (d)(ii), in no event willtheAdministrativeAgent,anyLCIssueroranyLenderberequiredtopayanyamount to the Borrower pursuant to this paragraph (d)(ii) the payment of which would place the Administrative Agent, any LC Issuer or any Lender in a less favorable net after-Tax position than the Administrative Agent, any LC Issuer or any Lender would have been in iftheTaxsubjecttoindemnificationandgivingrisetosuchrefundhadnotbeendeducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.This Section5.3(d)shall not be construed torequireAdministrativeAgent,anyLenderoranyLCIssueroranyotherPersontomake available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(iii)    Notice.Within thirty (30)days after the date of any payment of Indemnified Taxes or Other Taxes by the Borrower, such Borrower shall furnish to the Administrative Agent, at its address referred to in Section17.1, the original or a certified copyofareceiptevidencingpaymentthereof(orifsuchreceiptisnotavailable,anyother proof of payment reasonably satisfactory to the Administrative Agent).The AdministrativeAgentshallpromptlyprovideacopyofsuchreceipttoeachSecuredParty.

(iv)    Survival of Obligations.The obligations under this Section5.3(d)shallsurvivetheresignationorreplacementoftheAdministrativeAgentoranyassignment of rights by, or the replacement of, an LC Issuer or a Lender, the termination of this Agreement and the repayment of the Obligations.

(e)    Application of Payments.Payments made under this Agreement and the other Financing Documents shall be applied in accordance with Section2(g) (Revenue Account) of the Account Control Agreement and otherwise in accordance thereunder.

(f)    WithholdingExemptionCertificates.

(i)    Each of Administrative Agent, each LC Issuer and each Lender (upon becoming aLenderhereunder) agrees that (A)on orbeforethedate such Lenderor Person becomes a party to this Agreement it will deliver to each of the Borrower and Administrative Agent either (x) if such Lender or Person is a United States Person, two duly and appropriately completed executed copies of an IRS Form W-9 or any successor applicable form establishing that such Lender or Person is not subject to United States backup withholding tax, (y) if such Lender or Person is not a United States Person, to the extenttheyarelegallyentitledtodoso,(I)twodulyandappropriatelycompletedexecuted copies of IRS Forms W-8IMY (together with any required attachments), W-8ECI and/or W-8BEN or W-8BEN-E (or successor applicable forms), as the case may be (claiming thereinany available reduction in or an exemption fromUnited States withholdingtaxes), (II) in the case of a Person eligible for the “portfolio interest exemption,” two duly and appropriatelycompleted executedcopiesofastatementcertifyingthatitisnota“bank,”a

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“10 percent shareholder” of the applicable Borrower(s) or a “controlled foreign corporation”receivinginterestfromarelatedpersonwithinthemeaningof Section881(c)(3) of the Code, together with two duly and appropriately completed executed copies of IRS Form W-8BEN or W-8BEN-E (or successor applicable form) certifying that such Person is not a United States Person, and (III) in the case of a Person who is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRSFormW-8ECI,IRSFormW-8BEN,IRSFormW8BEN-E,twodulyandappropriately completed executed copies of a statement certifying that it is not a “bank,” a “10 percent shareholder”oftheapplicableBorrower(s)ora“controlledforeigncorporation”receiving interest from a related person within the meaning of Section881(c)(3) of the Code, IRS FormW-9,and/orothercertificationdocumentsfromeachbeneficialowner,asapplicable; and (B) in each case promptly following any reasonable request by the Borrower or Administrative Agent, or upon expiration, invalidity or obsolescence of any previously submittedformorcertification,itshallupdatesuchformorcertification,orpromptlynotify theBorrowerandtheAdministrativeAgentinwritingofitsinabilitytodeliversuchforms or information.

(ii)    If a payment made to the Administrative Agent, an LC Issuer or a Lender under any Financing Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Administrative Agent, LC Issuer or Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained inSection1471(b)or1472(b)oftheCode,asapplicable),suchAdministrativeAgent,LC Issuer, or Lender shall deliver to the Borrower and Administrative Agent at the time or timesprescribedbylawandatsuchtimeortimesreasonablyrequestedbytheBorroweror Administrative Agent such documentation prescribed or required by applicable law (including as prescribed by Section1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Administrative Agent, LC Issuer or Lender has complied with such Administrative Agent’s, LC Issuer’s or Lender’s obligations under FATCAortodeterminetheamounttodeductandwithholdfromsuchpayment.Solelyfor purposesofthisSection5.3(f),“FATCA”shallincludeanyamendmentsmadetoFATCA after the date of this Agreement.

(iii)    Any Lender that is not a United States Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such numberofcopiesasshallberequestedbytherecipient)onoraboutthedateonwhichsuch LenderbecomesaLenderunderthisAgreement(andfromtimetotimethereafteruponthe reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the BorrowerortheAdministrativeAgenttodeterminethewithholdingordeductionrequired to be made.Notwithstanding the foregoing or anything else to the contrary in this Agreement, the completion, execution and submission of such documentation set forth in thisSection5.3(f)(otherthansuchdocumentationsetforthinclauses(i),(ii)and(iv))shall notberequiredifinsuchLenderorPerson’sreasonablejudgment,suchcompletion,

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execution or submission would subject such Lender or Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Person.

(iv)    On or before the date of this Agreement, the Administrative Agent (or any successor or replacement Administrative Agent, on or before the date on which it becomestheAdministrativeAgenthereunder),shalldelivertotheBorrowertwo(2)copies of properly completed and duly executed (x) IRS Form W-9, or (y) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (certifyingthatitiseithera“qualifiedintermediary”withinthemeaningofUnitedTreasury RegulationSection1.1441-1(e)(5)thathasassumedprimarywithholdingobligationsunder the Code, including Chapters 3 and 4 of the Code, or a “U.S. branch” within the meaning ofUnitedTreasuryRegulationSection1.14411(b)(2)(iv)thatistreatedasaUnitedStates Person for purposes of withholding obligations under the Code) (with respect to any payments received by the Administrative Agent on the account of others).

(v)    In the event that any Lender or LC Issuer fails to satisfy the provisionsofthisSection5.3(f),theBorrower,theAdministrativeAgentandsuchLender orLCIssuer,asapplicable,shallcooperatetofindanotherPersontobesubstitutedforsuch Person in the manner provided in Section 13.12.

(g)    Presumptions by Administrative Agent.Unless the Administrative Agent shallhavereceivednoticefromtheBorrowerpriortothedateonwhichanypaymentisduetothe AdministrativeAgentfortheaccountoftheapplicableLendersortheLCIssuers,asthecasemay be, hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the LC Issuers, as the case may be, the amount due.In such event, if the Borrower has not in fact made such payment, theneachoftheapplicableLendersortheLCIssuers,asthecasemaybe,severallyagreestorepay totheAdministrativeAgentforthwithondemandtheamountsodistributedtosuchLenderorLC Issuers,withinterestthereon,foreachdayfromandincludingthedatesuchamountisdistributed toittobutexcludingthedateofpaymenttotheAdministrativeAgent,atthegreateroftheFederal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

5.4    ProRataTreatment.

(a)    Borrowing,Etc.Exceptasotherwiseprovidedherein,eachBorrowingof (i) Construction Loans shall be made or allocated among the Lenders pro rata according to their respective Proportionate Share of the Total Construction Loan Commitment; (ii) Bridge Loans shallbemadeorallocatedamongtheLendersprorataaccordingtotheirrespectiveProportionate Share of the Total Bridge Loan Commitment; (iii) Term Loans made as of the Term Conversion Date shall be made or allocated among the Lenders pro rata according to their respective ProportionateShareoftheTotalTermLoanCommitment;(iv)LCLoansmadehereundershallbe made or allocated among the Lenders in respect of the applicable Letter of Credit pro rata according to their respective Offtake LC Commitment, NRG LC Commitment or DSR LC Commitment(asapplicable)inrespectofsuchLetterofCreditand (v)BL BridgeLoansmadeas oftheTermConversion Dateshallbemadeorallocated amongtheLendersprorataaccordingto

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theirrespectiveProportionateShareoftheTotal BLBridgeLoan Commitment. Each payment of principalofandinterestonthe(W)ConstructionLoansshallbemadeorsharedamongtheLenders pro rata according to the respective unpaid principal amounts of the Construction Loans held by suchLenders;(X)BridgeLoansshallbemadetoorsharedamongtheLendersprorataaccording to the respective unpaid principal amounts of the Bridge Loans held by such Lenders; (Y) Term Loans shall be made to or shared among the Lenders pro rata according to the respective unpaid principal amounts of the Term Loans held by such Lenders; (Z) LC Loans shall be made to the Lenders in respect of the applicable Letter of Credit pro rata according to their respective ProportionateShareoftheMaximumLCCommitmentinrespectoftheapplicableLetterofCredit the drawing of which resulted in such LC Loan; and (AA) BL Bridge Loans shall be made to or shared among the Lenders pro rata according to the respective unpaid principal amounts of the BL Bridge Loans held by such Lenders.

(b)    SharingofPayments,Etc.IfanyLender(a“BenefitedLender”)shallobtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise)onaccountofLoans(orinterestthereon)owedtoit,otherthanpursuantto Sections5.5(a)or 5.5(b), in excess of its ratable share of payments on account of such Loans obtained by all Lenders entitled to such payments, such Lendershall forthwith purchase from the other Lenders such participations inthe Loans, asthe case may be, as shallbe necessary to cause suchpurchasingLendertosharetheexcesspaymentratablywitheachofthem;andifaftertaking intoaccountsuchparticipationstheBenefitedLendercontinuestohaveaccesstoadditionalfunds of the Borrower for application on account of its debt, then the Benefited Lender shall use such fundstoreduceindebtedness ofsuchBorrowerheldbyitandsharesuchpayments withtheother Lenders; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from such Lender shall be rescinded and each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportionof(i)theamountofsuch otherLender’srequiredrepaymentto (ii)thetotalamountso recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section5.4(b)may, to thefullestextentpermittedbylaw,exerciseallitsrightsofpayment(includingtherightofsetoff) withrespecttosuchparticipationasfullyasifsuchLenderwerethedirectcreditoroftheBorrower in the amount of such participation; provided, however, that the Borrower shall have no liability to the Lenders hereunder to the extent that they have made all payments to the Administrative Agent required to be made by them hereunder; provided, however, that the provisions of this paragraphshallnotbeconstructedtoapplyto(x)anypaymentmadebytheBorrowerpursuantto and in accordance with the express terms of this Agreement (including the application of funds arisingfromtheexistenceofaDefaultingLender),(y)theapplicationofCashCollateralprovided for in Sections11.2(d)or (h), 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 participations in Unreimbursed Obligations to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

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5.5    ChangeofCircumstances.

(a)    InabilitytoDetermineRates.SubjecttoSection5.5(f),if,asofanydate:

(i)    theAdministrativeAgentdetermines(whichdeterminationshallbe conclusiveandbindingabsentmanifesterror)that “DailyCompoundedSOFR”cannotbe determined pursuant to the definition thereof; or

(ii)    the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a Conversion thereto or a Continuation thereof that Daily Compounded SOFR does not adequately and fairly reflect the cost to such Lenders of funding or maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent will promptly so notify the Borrower and each Lender.Upon noticethereofbytheAdministrativeAgenttotheBorrower,anyobligationoftheLenderstomake SOFR Loans, and any right of the Borrower to continue SOFR Loans or to Convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokessuchnotice.Uponreceiptofsuchnotice,(i)theBorrowermayrevokeanypendingrequest for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans) or, failing that, the Borrower will be deemed to have Converted any such request intoarequestforaBorrowingoforConversiontoBaseRateLoansintheamountspecifiedtherein and (ii) any outstanding affected SOFR Loans will be deemed to have been Converted into Base RateLoansimmediately.Uponanysuchconversionofalloftheaggregateprincipalamountunder anyoutstandingSOFRLoan,theBorrowershallpayaccruedinterestonsuchSOFRLoan.Upon any such Conversion, the Borrower shall also pay any additional amounts required pursuant to Section5.6.IftheAdministrativeAgentdetermines(whichdeterminationshallbeconclusiveand bindingabsentmanifesterror)that“DailyCompoundedSOFR”cannotbedeterminedpursuantto the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by theAdministrativeAgent without referenceto clause (c)ofthedefinition of“BaseRate”until the Administrative Agent revokes such determination.

(b)    Illegality.If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lendingofficetomake,maintainorfundLoanswhoseinterestisdeterminedbyreferencetoSOFR or Daily Compounded SOFR, or to determine or charge interest rates based upon SOFR or Daily Compounded SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (x) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended, and (y) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c)of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.Upon receipt of such notice, (i) the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFRLoanstoBaseRateLoans(theinterestrateonwhichBaseRateLoansofsuchLendershall, ifnecessarytoavoidsuchillegality,bedeterminedbytheAdministrativeAgentwithoutreference

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to clause (c)of the definition of “Base Rate”), on the next Interest Payment Date, if all affected LendersmaylawfullycontinuetomaintainsuchSOFRLoanstosuchday, orimmediately,ifany LendermaynotlawfullycontinuetomaintainsuchSOFRLoanstosuchday,and(ii)ifnecessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate without reference to clause (c)of the definition of “Base Rate,” in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR or Daily Compounded SOFR.Upon any such prepayment or conversion of all of the aggregate principal amountunderanyoutstandingSOFRLoan,theBorrowershallpayaccruedinterestonsuchSOFR Loan.Upon any such prepayment or conversion, the Borrower shall also pay any additional amounts required pursuant to Section 5.6.

(c)    IncreasedCosts.If,afterthedateofthisAgreement,anyChangeofLaw:

(i)    impose,modifyordeemapplicableanyreserve(includingpursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance chargeorsimilarrequirement against assets of, deposits with orforthe account of, or credit extended or participated in by, any Lender; or

(ii)    shall impose on any Lender or any LC Issuer any other condition directly related to Loans made by such Lender, or Letters of Credit or Commitments; or

(iii)    subject any Lender or any LC Issuer to any Taxes (other than Indemnified Taxes, Other Taxes, Connection Income Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

andtheeffectofanyoftheforegoingistoincreasethecosttosuchLenderorLCIssuerof making,issuing,creating,renewing,participatinginormaintaininganysuchLoan,Letter ofCreditorCommitmentortoreduceanyamountreceivablebysuchLenderorLCIssuer hereunderorundertheNotes;thentheBorrowershallfromtimetotime,upondemandby theAdministrativeAgent(accompaniedbyacertificatefromsuchLendersettingforthand reasonably accounting for the incurred costs), pay pursuant to Section5.5(e)to the AdministrativeAgentonbehalfofsuchLenderorLCIssueradditionalamountssufficient to reimburse such Lender or LC Issuer for such increased costs or to compensate such LenderorLCIssuerforsuchreducedamounts,totheextentactuallyincurredbyorsuffered by such Lender or LC Issuer.Thereafter, the Borrower may replace any such Lender affected pursuant to Section 13.12.

(d)    Liquidity and Capital Requirements.If any Lender or any LC Issuer determines in good faith that any Change of Law regarding liquidity or capital requirements has or would have the effect of reducing the rate of return on the capital of such Lender or LC Issuer ortheLendingOfficeofsuchLenderorsuchLender’sorLCIssuer’sholdingcompany,ifany,as a consequence of, or based upon, the Loans, the Letters of Credit, the Commitments or this Agreement (taking into account such Lender’s, such LC Issuer’s, such Lending Office’s or such holding company’s policies with respect to liquidity orcapital adequacy), theBorrowershall pay

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to the Administrative Agent on behalf of such Lender or LC Issuer, upon demand of the Administrative Agent on behalf of such Lender or LC Issuer (accompanied by a certificate from such Lender or LC Issuer setting forth and reasonably accounting for the incurred costs), such amountsassuchLenderorLCIssuershallreasonablydeterminearenecessarytocompensatesuch Lender or LC Issuer for such reduction suffered to such Lender or LC Issuer.Thereafter, the Borrower may replace any such Lender so affected pursuant to Section 13.12.

(e)    Notice.Each Lender and each LC Issuer will notify the Administrative Agent of any event occurring after the date of thisAgreement that will entitle such Lender or LC Issuer to compensation pursuant to this Section5.5, as promptly as is practicable and in no event later than nine months after the principal officer or other representative of such Lender or LC Issuer responsible for administering this Agreement obtains knowledge thereof, and Administrative Agent shall promptly notify the Borrower of such event; providedthat any Lender’soranyLCIssuer’sfailuretonotifyAdministrativeAgentwithinsuchninemonthperiod shall not relieve the Borrower of their obligation under this Section5.5with respect to claims arising prior to such time as the Borrower receives notice as provided herein but shall relieve the Borrower of its obligations under this Section5.5with respect to interest and penalties between theendofsuchninemonthperiodandsuchtimeastheBorrowerreceivesnoticefromsuchLender orLCIssuerasprovidedherein.Suchadditionalamountsrequiringcompensationpursuanttothis Section5.5shall be payable by the Borrower directly to each such Lender or LC Issuer within thirty (30) Business Days of its receipt of such notice.No Person purchasing from a Lender a participation in any Commitment shall be entitled to any payment from or on behalf of the Borrower pursuant to Section5.5(c), 5.5(d)or 5.5(e)which would be in excess of the applicable proportionate amount (based on the portion of the Commitment in which such Person is participating) which would then be payable to such Lender if such Lender had not sold a participation in that portion of the Commitment.

(f)    BenchmarkReplacementSetting.

(i)    BenchmarkReplacement.

(A)    (i)       Notwithstandinganythingtothecontraryhereinorin any other Financing Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.Any such amendmentwithrespecttoaBenchmarkTransitionEventwillbecomeeffectiveat 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the AdministrativeAgenthaspostedsuchproposedamendmenttoallaffectedLenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders.No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section5.5(f)(i)will occur prior to the applicable Benchmark Transition Start Date.

(B)    No Interest Rate Agreement shall be deemed a Financing Document for purposes of this Section 5.5(f).

(ii)    BenchmarkReplacementConformingChanges.Inconnectionwith theuse,administration,adoptionorimplementationofaBenchmarkReplacement,the

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Administrative Agent will have the rightto makeConforming Changes from timeto time and,notwithstandinganythingtothecontraryhereinorinanyotherFinancingDocument, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document.

(iii)    Notices; Standards for Decisions and Determinations.The Administrative Agent will promptly notify the Borrower and the Lenders of (A)the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section5.5(f)(iv)and (y) the commencement of any Benchmark Unavailability Period. Anydetermination,decisionorelectionthatmaybemadebytheAdministrativeAgentor, if applicable, any Lender (or group of Lenders) pursuant to this Section5.5(f), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrenceofanevent,circumstanceordateandanydecisiontotakeorrefrainfromtaking anyactionor anyselection,willbeconclusiveandbindingabsentmanifesterror andmay be made in its or their sole discretion and without consent from any other party to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section 5.5(f).

(iv)    Unavailability of Tenor of Benchmark.Notwithstanding anything to the contrary herein or in any other Financing Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmarkisatermrateandeither(A)anytenorforsuchBenchmarkisnotdisplayedon ascreenorotherinformationservicethatpublishessuchratefromtimetotimeasselected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor fortheadministratorofsuchBenchmarkhasprovidedapublicstatementorpublicationof information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or the addition of a concept of “interest period”) (or any similar or analogous definition)foranyBenchmarksettingsatoraftersuchtimetoremovesuchunavailableor non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i)above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or the addition of a concept of “interest period”)(oranysimilaroranalogousdefinition)forallBenchmarksettingsatoraftersuch time to reinstate such previously removed tenor.

(v)    Benchmark Unavailability Period.Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and any outstanding affectedSOFRLoanswillbedeemedtohavebeenconvertedtoBaseRateLoans.During

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aBenchmarkUnavailabilityPeriod,thecomponentofBaseRatebaseduponthethen-current Benchmark will not be used in any determination of Base Rate.

5.6    FundingLosses.Intheeventof(a)thepaymentofanyprincipalofanySOFRLoan otherthanontheInterestPaymentDatetherefor(includingasaresultofanEventofDefault), (b)theconversionofanySOFRLoanotherthanontheInterestPaymentDatetherefor(including asaresultofanEventofDefault),(c)thefailuretoborrow,convert,continueorprepayanySOFR Loan on the date specified in any notice delivered pursuant hereto, or (d)the assignment of any SOFR Loan other than on the Interest Payment Date therefor as a result of a request by the BorrowerpursuanttoSection13.12,then,inanysuchevent,theBorrowershall,upondemandby any Lender, reimburse each Lender for any reasonable documented loss, cost and expense attributabletosuchevent,includinganyreasonabledocumentedloss,costorexpensearisingfrom the liquidation or redeployment of funds or from any fees payable (but excluding any profit or margin) (“Liquidation Costs”).A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section5.6shall be delivered to the Borrowerandshallbeconclusiveabsentmanifest error.TheBorrowershallpaysuchLenderthe amount shown as due on any such certificate within thirty (30) days after receipt thereof.

5.7    Daily Compounded SOFR Conforming Changes.In connection with the use or administrationofDailyCompoundedSOFR,theAdministrativeAgentwillhavetherighttomake ConformingChanges(in consultationwiththeBorrower)from timetotimeand,notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document.The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Compounded SOFR.

5.8    AlternateOffice;MinimizationofCosts.

(a)    To the extent reasonably possible, each Lender shall designate an alternative Lending Office with respect to its Loans and otherwise take any reasonable actions to reduce any liability of the Borrower to such Lender under Section5.3(d), Section5.5(c), or Section5.5(d),ortoavoidtheunavailabilityofanyLoansoraConversionunderSection5.5(a)or Section5.5(b)so long as such Lender, in its sole discretion, does not determine that such designation is materially disadvantageous to such Lender.

(b)    Any Lender may designate a Lending Office other than that set forth on ExhibitIandmayassignallofitsinterestsundertheFinancingDocuments,anditsNotes,tosuch Lending Office, providedthat such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of the Borrower under Section5.3(d), Section5.5(c), or Section5.5(d), or make Loans or a Conversion unavailable pursuant to Section 5.5(a)or Section 5.5(b).

(c)    Each Lender shall, at the sole cost of the Borrower, use reasonable efforts toavoidorminimizeanyadditionalcosts,Taxes,expenseorobligationwhichmightotherwisebe imposed on the Borrower pursuant to Section5.3(d), Section5.5(c), or Section5.5(d)or to avoid the unavailability of Loans or a Conversion under Section5.5(a)or Section5.5(b); provided, however,thatsucheffortsshallnotcausetheimpositiononanyLenderofanymaterialadditional

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costs or legal or regulatory burdens unless the Borrower shall provide such Lender with an indemnificationforanysuchadditionalcostsinformandsubstancereasonablysatisfactorytosuch Lender and such efforts would not otherwise be disadvantageous to such Lender.

5.9    InterestRateProtection.

(a)    Interest Rate Agreement.By the date that is five (5) Business Days after the Initial Funding Date, the Borrower shall enter into (including by way of amendment, assignment, transfer, novation or conversion of any existing Hedging Agreement) and shall maintain in full force and effect, with one or more Hedge Counterparties, one or more Hedging Agreementsdesignedtoprotect against fluctuationsininterest rates inrespectoftheTermLoans (eachsuchagreement,an“InterestRateAgreement”),whichshallbeeffectiveasoftheprojected Term Conversion Date through the end of the amortization period set forth in the Base Case Forecast (subjecttomandatorybreakageattheMaturityDate).Uponthe occurrenceoftheTerm ConversionDate,theProjectCompanyshallhaveassigned,transferredornovatedallsuchInterest Rate Agreements to the Class B Member and the relevant Hedge Counterparty shall use commercially reasonable efforts to timely provide any required consent or other cooperation in connection with such assignment, transfer or novation.The aggregate notional amount of such Interest Rate Agreements shall be (A) prior to the Term Conversion Date, no less than seventy-five percent (75%), and no more than, other than for a period of no later than fifteen (15)days following the date of a prepayment, one hundred ten percent (110%) (providedthat the interest ratehedgespreadshallbeequalto0.18%)oftheprincipalamountoftheTermLoansprojectedto beoutstandinginaccordancewiththeBaseCaseForecastdeliveredpursuanttoSection6.2(h)and (B) after the Term Conversion Date, no less than seventy-five percent (75%), and no more than, other than for a period of no later than fifteen (15)days following the date of a prepayment, one hundredtenpercent(110%)(providedthattheinterest ratehedgespreadshallbeequalto0.18%) of the principal amount of the Term Loans then outstanding.

(b)    CounterpartyPayments.Totheextentthat,atanyScheduledPaymentDate orprepaymentdatewithrespect totheTermLoans,theaggregatenotional amountoftheInterest Rate Agreements exceeds, or would, as a result of such payment or prepayment, exceed, one hundred ten percent (110%)of (A)priorto theTerm Conversion Date, the Term Loans projected tobeoutstandinginaccordancewiththeBaseCaseForecastdeliveredtotheAdministrativeAgent pursuant to Section6.2(h), and (B) after the Term Conversion Date, the principal amount of the Term Loans then outstanding (the amount of such excess, the “Excess Amount”), the Borrower shalleffectapartialearlyterminationofoneormoreoftheInterestRateAgreements,nolaterthan fifteen (15)days following the date of such payment or prepayment, on a pro rata basis to eliminate the Excess Amount.

(c)    Security.The obligations of the Borrower under the Interest Rate AgreementsbetweentheBorrowerandtheHedgeCounterparties(includingwithoutlimitation,all associated Interest Rate Agreement Termination Payments payable to the Hedge Counterparties) shall be secured by the applicable Collateral Documents, and shall rank at least pari passu with the Obligations of the Borrower in respect of the Loans.

(d)    Hedging Closing Date Resizing.Unless the Interest Rate Agreements are entered into on the Initial Funding Date, within one Business Day after the entry into the Interest RateAgreementspursuanttothefirstsentenceofSection5.9(a),solelytotheextenttherateof

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such Interest Rate Agreements is greater than the rate in the Base Case Forecast (including the bufferreflectedtherein),theBorrowershalldelivertotheLenderanupdatedBaseCaseForecast, updated from the Base Case Forecast delivered on the Initial Funding Date solely to reflect such Interest Rate Agreements, that is reasonably acceptable to the Administrative Agent and demonstratescompliancewiththeMinimumDebtServiceCoverageRatios.Uponthedeliveryof such updated Base Case Forecast, each of the Total Construction Loan Commitment, the Total Term Loan Commitment and the Total Bridge Loan Commitment shall beautomatically reduced to the extent necessary to cause it (in the aggregate with the applicable Loans) to be no greater than the corresponding commitment reflected in such updated Base Case Forecast, and the ConstructionLoanCommitment,TermLoanCommitmentandBridgeLoanCommitmentofeach Lender shall be automatically reduced to equal (in the aggregate with the applicable Loans) such Lender’sProportionateShareofsuchreducedTotalConstructionLoanCommitment,TotalTerm LoanCommitmentorTotalBridgeLoan Commitment,asapplicable(the“HedgingClosingDateResizing”).Upon such reductions, the Administrative Agent shall, in consultation with the Borrower, amend (i) Exhibit J to reflect such updated commitment amounts and (ii) Exhibit K to reflecttheupdatedAmortizationSchedulereflectedinsuchupdatedBaseCaseForecast,andsuch amendmentsshallbecomeeffectivewithoutarequirementforconsentoftheBorrower,anyLender or any other Person. To the extent that the aggregate amount of the Total Construction Loan CommitmentandtheTotalBridgeLoanCommitmentarereducedinconnectionwiththeHedging Closing Date Resizing, the Borrower shall cause the Sponsor to make within five (5) Business DaysaftertheHedgingClosingDateResizingadditionalcashequitycontributionstotheBorrower in an amount that is, together with all other unreturned cash equity contributions of Sponsor, sufficient to meet the minimum required equity amount according to such updated Base Case Forecast.

5.10    SecurityAgreements.

(a)    SecurityfortheConstructionLoan;BridgeLoanandLCLoanObligationsArising After Closing Date Prior to Term Conversion.During the period commencing on the ClosingDateandendingontheTermConversionDate,allObligationsoftheBorrowerunderthe FinancingDocumentsshallbesecuredby,andtheBorrowershalldeliverorcausetobedelivered to the Collateral Agent on the Closing Date (or as otherwise provided in this Agreement) the followingCollateralDocumentsdulyexecutedbyeachpartythereto(suchCollateralDocuments, the “Closing Date Construction Collateral Documents”):

(i)    theProjectCompanySecurityAgreement;

(ii)    theTaxHoldcoSecurityAgreement;

(iii)    theClassB MemberSecurity Agreement;

(iv)    theParentPledgeAgreement;and

(v)    theConstructionHoldcoSecurityAgreement;

(vi)    the consents to or notices of (the “Consents”) the collateral assignment of (x)the following Material Project Documents in effect as of the Closing Date:(A) Construction Management Agreement, (B) the EPC Contract, (C) the Offtake Agreements,(D)subjecttocommerciallyreasonableefforts,theBPOfftakeGuaranty,(E)

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the BESS Supply Agreement, (F) the BESS Supply Agreement Guaranty, (G) the BESS Services Agreement, (H) the Shared Facilities Agreement and (I) the Operations and Maintenance Agreement, (y) (A) the Energy Management Agreement, and (B) the Management Services Agreement when entered into pursuant to Section8.25(a), and (z) with respect to each Additional Project Document in effect thereafter, each Additional ProjectDocument(includingwithrespecttotheCalpineOfftakeGuaranty),inthecaseof this clause (z), to the extent obtained in accordance with Section 9.11(b);

(vii)    theDeedof Trust;

(viii)    theAccountControlAgreement;and

(ix)    theLossProceedsEscrowAgreement.

(b)    SecurityfortheConstructionLoan;BridgeLoanandLCLoanObligationsArisingAfterInitialFundingDateandPriortoTermConversion.Duringtheperiodcommencing on the Initial Funding Date and ending on the Term Conversion Date, all Obligations of the Borrower under the Financing Documents shall be secured by, and the Borrower shall deliver or causetobedeliveredtotheCollateralAgentontheInitialFundingDate(orasotherwiseprovided inthisAgreement)thefollowingCollateralDocumentsdulyexecutedbyeachpartythereto(such Collateral Documents, the “Construction Collateral Documents”):

(i)    theClosingDateConstructionCollateralDocuments;

(ii)    anyPrefEquityCashDiversionGuaranty;

(iii)    anyTaxConsentandAgreement;

(iv)    solely to the extent in effect from time to time, the Consents in connection with any (A) Tax Documents (to the extent executed), and (B) subject to Section5.10(a)(vi)(y)(B) and Section9.11(b), the Offtake Guarantees (to the extent executed);

(v)    theITCLetterofCredit(untilterminatedbyitsterms);

(vi)    theAdvanceRateGuaranty(untilterminatedbyitsterms);

(vii)    theECL(asdefinedintheAdvanceRateGuaranty)(until terminated by its terms);

(viii)    theTaxIndemnityAgreement(untilterminatedbyitsterms);and

(ix)    totheextentexecutedinaccordancewithSection16.2(c),the Sponsor DEBA Indemnity Agreement (until terminated by its terms).

(c)    Security for the Term Loan, BL Bridge Loan and LC Loan ObligationsArising After Term Conversion.During the period commencing on the Term Conversion Date and ending on the Discharge Date, all Obligations of Class B Member under the Financing Documents shall besecured by, and Class B Membershall deliverorcause to bedelivered to the CollateralAgentontheTermConversionDate(exceptfortheParentPledgeAgreement,theClass BMemberSecurityAgreement,anyPrefEquityCashDiversionGuaranty(ifapplicable),the

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Consentsreferencedinclause(vi)belowandtheAccountControlAgreementthatwerepreviously delivered, including under Section5.10(a), which shall remain in full force and effect), the followingCollateralDocumentsdulyexecutedbyeachpartythereto(suchCollateralDocuments, the “Term Loan and BL Bridge Loan Collateral Documents”):

(i)    theParentPledgeAgreement;

(ii)    theClassB MemberSecurity Agreement;

(iii)    theAccountControlAgreement;

(iv)    anyPrefEquityCashDiversionGuaranty(ifapplicable);

(v)    anyTaxConsentandAgreement;

(vi)    theTax IndemnityAgreement(untilterminatedbyitsterms);

(vii)    totheextentexecutedinaccordancewithSection16.2(c),the Sponsor DEBA Indemnity Agreement (until terminated by its terms); and

(viii)    solelytotheextentineffectfromtimetotime,theConsentsin connection with the following Material Project Documents: (A) the Offtake Agreements (B)theSharedFacilitiesAgreement,(C)theOperationsandMaintenanceAgreement,and (D)theTaxDocuments.

(d)    Further Assurances.The Borrower shall deliver to the Collateral Agent eachoftheforegoingandsuchotherinstruments,agreements,certificates,opinionsanddocuments (including UCC financing statements and fixture filings and landlord waivers) as the Collateral Agent (at the direction of the Administrative Agent and the Majority Lenders) or Administrative Agent may reasonably request to perfect and maintain the Liens granted to the Collateral Agent by the foregoing prior to the Liens or other interests of any Person other than Collateral Agent (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted by the Collateral Documents).The Borrower shall fully cooperate with the Agents and perform all additional acts necessary or reasonably requested by the Agents to effectuate the purposes of the foregoing.

5.11    Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Financing Document or in any other agreement, arrangementorunderstandingamongtheparties hereto, each partyhereto acknowledgesthatany liabilityofanyAffectedFinancialInstitutionarisingunderanyFinancingDocument,totheextent 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 applicableResolutionAuthoritytoanysuchliabilitiesarisinghereunderwhichmaybepayableto it by any party hereto that is an Affected Financial Institution; and

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(b)    theeffectsofanyBail-InActiononanysuchliability,including,if applicable:

(i)    areductioninfullorinpartorcancellationof anysuch liability;

(ii)    aconversionofall,oraportionof,suchliabilityintosharesorother instrumentsofownershipinsuchAffected FinancialInstitution,itsparentundertaking,or abridgeinstitutionthatmaybeissuedtoitorotherwiseconferredonit,andthatsuchshares 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 Financing 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.

5.12    AcknowledgmentRegardinganySupportedQFCs.TotheextentthattheFinancing Documents provide support, through a guarantee or otherwise, for Interest Rate Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each suchQFC, a“Supported QFC”),thepartiesacknowledgeand agreeasfollowswithrespecttothe 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 (togetherwiththeregulationspromulgatedthereunder,the“U.S.SpecialResolutionRegimes”)in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstandingthattheFinancingDocumentsandanySupportedQFCmayinfactbestatedtobe governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transferofsuchSupportedQFCandthebenefitofsuchQFCCreditSupport(andanyinterestand obligation in or under such Supported QFC and such QFC Credit Support, and any rights in propertysecuringsuchSupportedQFCorsuchQFCCreditSupport)fromsuchCoveredPartywill beeffectivetothesameextentasthetransferwouldbeeffectiveundertheU.S.SpecialResolution RegimeiftheSupportedQFCandsuchQFCCreditSupport(andanysuchinterest,obligationand rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Financing 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 Financing 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 rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

5.13    SpecifiedForeignEntity.

(a)    Each Lender shall give prompt notice to the Borrower upon, to its knowledge,itsbecomingaSpecifiedForeignEntity.OnandaftertheTermConversionDate,no

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Lendershall(i)takeanyactionthat,toitsknowledgeafterdueinquiry,wouldcausetheLenderto becomeaSpecifiedForeignEntityor(ii)assignanyrightstoanyPersonthatisaSpecifiedForeign Entity as of the date of such assignment;

(b)    EachLendershallprovideabringdownoftherepresentationinSection7.2upon reasonable request by Borrower (each such date a “Lender Representation BringdownDate”); providedthat no such request shall be made more than once per calendar year; and

(c)    Notwithstanding anything to the contrary herein, the parties hereto agree (onbehalfofitselfanditsAffiliates)thatthesoleandexclusiveremedyforanybreachbyaLender ofthisSection5.13shallbetoexerciseBorrower’srightsunderSection13.12withrespecttosuch Lender.

5.14    DefaultingLenders.

(a)    DefaultingLenderAdjustments.Notwithstandinganythingtothecontrary containedinthisAgreement,ifanyLenderbecomesaDefaultingLender,then,untilsuchtimeas such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)    Waivers and Amendments.Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shallberestrictedassetforthinthedefinitionsofMajorityLenders,SupermajorityLenders and Section 13.9.

(ii)    Defaulting Lender Waterfall.Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such DefaultingLender(whethervoluntaryormandatory,atmaturity,pursuanttoArticle11or otherwise) or received bytheAdministrative Agentfrom aDefaultingLenderpursuant to Section17.2shall be applied at such time or times as may be determined by the Administrative Agent as follows:first, to the payment of any amounts owing by such DefaultingLendertotheAdministrativeAgenthereunder;second,tothepaymentonapro rata basis of any amounts owing by such 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 such Defaulting Lender has failed to fund its portionthereofasrequiredbythisAgreement,asdeterminedbytheAdministrativeAgent; fourth, if so determined by the Administrative Agent and the Borrower, to be held in a depositaccountandreleasedproratainordertosatisfysuchDefaultingLender’spotential futurefundingobligationswithrespecttoLoansunderthisAgreement;fifth,tothepayment ofanyamountsowingtotheLenders,theLCIssuersasaresultofanyjudgmentofacourt ofcompetentjurisdictionobtainedbyanyLenderortheLCIssuersagainstsuchDefaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; providedthat if (x)such payment is a payment of the principal amount of any Loans or UnreimbursedObligationsinrespectofwhichsuchDefaultingLenderhasnotfullyfunded itsappropriateshare,and(y)suchLoansweremadeortherelatedLettersofCreditwere

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issuedatatimewhentheconditionssetforthinSection6.5weresatisfiedorwaived,such paymentshallbe applied solelytopaytheLoans of,and UnreimbursedObligationsowed to, all applicable Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Unreimbursed Obligations owed to, such Defaulting Lender untilsuchtimeasallLoansandfundedandunfundedparticipationsinLCObligationsare held by the applicable Lenders pro rata in accordance with the applicable Commitments. Anypayments,prepaymentsorotheramountspaidorpayabletoaDefaultingLenderthat are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to thisSectionshallbedeemedpaidtoandredirectedbysuchDefaultingLender,andeachLender and each LC Issuer irrevocably consents hereto.

(iii)    Commitment Fees.No Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrowershallnotberequiredtopayanysuchfeethatotherwisewouldhavebeenrequired to have been paid to that Defaulting Lender).

(b)    Defaulting Lender Cure.If the Borrower, the Administrative Agent and eachLCIssueragreeinwritingthataLenderisnolongeraDefaultingLender,theAdministrative Agentwillsonotifythepartieshereto,whereuponasoftheeffectivedatespecifiedinsuchnotice andsubjecttoanyconditionssetforththerein,thatLenderwill,totheextentapplicable,purchase atparthatportionofoutstandingLoansoftheotherLendersundertheapplicablefacilitiesortake suchotheractionsastheAdministrativeAgentmaydeterminetobenecessarytocausetheLoans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders undertheapplicablefacilitiesinaccordancewiththeirapplicableCommitments,whereupon,such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made retroactivelywithrespecttofeesaccruedorpaymentsmadebyoronbehalfoftheBorrowerwhile that Lender was a Defaulting Lender; and providedfurtherthat except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constituteawaiver orrelease of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE6    CONDITIONSPRECEDENT

6.1    Conditions Precedent to the Closing Date.The occurrence of the Closing Date is subject to the prior satisfaction by the Borrower of each of the following conditions to the satisfaction of the Administrative Agent and the Lenders (unless waived in writing by the Administrative Agent with the consent of all of the Lenders):

(a)    TherepresentationsandwarrantiessetforthinArticle7aretrueandcorrect inallmaterialrespectsasoftheClosingDate(unlesssuchrepresentationorwarranty(i)isalready qualified by “materiality” or “Material Adverse Effect”, and, if so, such representation and warranty shall betrueand correct in all respects and (ii)relates solely to an earlierdate, in which case it shall have been true and correct in all material respects (or, if clause (i)is applicable, all respects) as of such earlier date).

(b)    NoDefaultorEventofDefaultwouldresultfromthisAgreementbecoming effective in accordance with its terms.

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(c)    DeliverytotheAdministrativeAgentandtheCollateralAgentofacopyof oneormoreresolutionsorotherauthorizationsofeachBorrowerEntityandtheSponsorcertified byaResponsibleOfficerofeachsuch entityasbeinginfullforceand effect ontheClosingDate, authorizing the execution, delivery and performance of the Operative Documents to which such entity is a party.

(d)    Delivery to the Administrative Agent and the Collateral Agent of a certificate from each Borrower Entity and the Sponsor, in form and substance reasonably satisfactorytotheAdministrativeAgent,signedbyaResponsibleOfficerofeachsuchentity,dated as of the Closing Date, as to the incumbency of the natural persons authorized to execute and deliver the Operative Documents to which such entity is a party.

(e)    Delivery to the Administrative Agent of a copy of (i) the certificate of formation of each Borrower Entity and the Sponsor, certified as of a recent date by the Secretary ofStateoftheStateofDelaware,and(ii)thelimitedliabilityagreementorbylaws,asapplicable, of each Borrower Entity and the Sponsor, and any related agreements or certificates filed in accordance with applicable State law with respect to each such entity.

(f)    Delivery to the Administrative Agent of (i) certificates of good standing issuedbytheSecretaryofStateorotherappropriatestateentityofthejurisdictionoforganization of each Borrower Entity and the Sponsor, and (ii) a certificate issued by the Secretary of State of the State of California certifying that the Project Company is in good standing and is qualified to do business in such State.

(g)    The Borrower shall have delivered to the Administrative Agent all such documentation and information requested by the Administrative Agent and the Secured Parties that are necessary (including the names and addresses of each Borrower Entity and Sponsor) for theAdministrativeAgentandtheSecuredPartiestoidentifyeachBorrowerEntityandSponsorin accordancewiththerequirementsofthePATRIOTAct(includingthe“knowyourcustomer”rules andregulationsandsimilarrulesandregulationsthereunder),ineachcase,totheextentrequested at least five (5)days prior to the Closing Date.Borrower shall have delivered Beneficial Ownership Certification with respect to each Borrower Entity that qualifies as a “legal entity customer”.

(h)    Delivery to the Administrative Agent of (i) Schedule 7.1(u) to the Disclosure Letter, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, containing the schedule of all Applicable Permits required to be listed pursuant to Section7.1(u); and (ii) copies of all Applicable Permits identified in Part I of Schedule 7.1(u) required by the Project Company at the time of the Closing Date to own, site, develop, construct andoperatetheProject,andcopiesofallApplicablePermitsidentifiedinPartIofSchedule7.1(u) requiredbytheConstructionHoldcoatthetimeoftheClosingDatefortheownershipofitsinterest in the Project Company.

(i)    Delivery to the Administrative Agent and the Collateral Agent of an opinion, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and dated as of the Closing Date of:

(i)    Wilson Sonsini Goodrich & Rosati, P.C., as New York counsel to the Borrower Entities and Sponsor and with respect to federal energy regulatory matters,

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the Financing Documents and certain specified Material Project Documents governed by federal law;

(ii)    Bell Kearns LLP, special California counsel to Borrower Entities with respect to certain federal, state, and local land use and environmental permitting matters governed by California and federal law;

(iii)    BRBLawLLP,specialCaliforniacounseltoBorrowerEntitieswith respecttostateenergyregulatorymatters,includingwithrespecttoenforceabilityofcertain specified Material Project Documents governed by California law; and

(iv)    Cox, Castle & Nicholson LLP, special California counsel to Borrower Entities with respect to enforceability of the Deed of Trust;

(j)    Delivery to the Administrative Agent and the Collateral Agent of duly executed and delivered Financing Documents required to be in effect as of the Closing Date;

(k)    Delivery to the Administrative Agent of true and correct copies of, each Material Project Document set forth on Schedule 6.1(k) (Closing Date Material Project Documents) and otherwise required to be in effect as of the Closing Date (including the Offtake Agreements),anddulyexecutedanddeliveredbyeachpartythereto,andanyexistingsupplements or amendments thereto, and all such Material Project Documents shall be certified by a ResponsibleOfficeroftheBorrowerasbeingtrue,completeandcorrectandinfullforceandeffect as of the Closing Date in the Borrower’s Closing Certificate (in the form of ExhibitG-1), and, in thecaseofthoseMaterialProjectDocumentsthatarewithintheIndependentEngineer’sscopeof review,totheAdministrativeAgentinconsultationwiththeIndependentEngineer.EachMaterial Project Document required at the time of the Closing Date to own, site, develop, construct, and operate the Project shall be in full force and effect in accordance with its terms and, to the knowledge of the Class B Member and the Project Company, no material defaults shall have occurredthereunderandnomaterialamendmentsshallhavebeenenteredintowithrespectthereto (otherthansuchamendmentsdescribedinthedefinitionofsuchMaterialProjectDocumentorthat are otherwise reasonably acceptable to the Administrative Agent and the Lenders).

(l)    The Administrative Agent shall have received UCC search reports as of a recent date before the Closing Date for each of the jurisdictions in which the UCC-1 financing statements, the fixture filings and the Deed of Trust are intended to be filed in respect of the CollateralbeinggrantedasoftheClosingDate,andsuchsearchesshallrevealnoLiensonanyof theassetsofanyBorrowerEntityorthePledgorexceptforPermittedLiens(otherthaninthecase ofCollateral constitutingequityinterests)that,pursuantto applicablelaw, areentitledto ahigher priority than the liens granted by the Collateral Documents or Liens discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent and Lenders.The Administrative Agent shall have received litigation and docket search reports, of a recent date before the Closing Date, for each of the jurisdictions in which each Borrower Entity has amain placeofbusiness, in form and substancereasonably satisfactory to theAdministrative Agent and the Lenders.

(m)    The Collateral Agent shall have received the original membership interest certificatesin(i)theProjectCompanyissuedtotheConstructionHoldco,(ii)theTaxHoldco

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issuedtoClassBMemberand(iii)theClassBMemberissuedtoParent,ineachcase,withblank membership interest powers.

(n)    The Administrative Agent shall have received the Borrower’s Closing Certificate in the form of Exhibit G-1, dated as of the Closing Date.

(o)    TheAdministrativeAgentshallhavereceivedacertificateofanauthorized officer of the Borrower with respect to the solvency of the Borrower in substantially the form of Exhibit E.

(p)    FinancialStatements.

(i)    Totheextentsuchfinancialstatementshavebeenmadeavailableto the Borrower, the Borrower shall have delivered to the Administrative Agent the most recent annual audited financial statements from the EPC Contractor, each Offtaker, each Offtake Guarantor,the BESS Supplier,theBESSSupplierGuarantor,the Operator (ifthe OperationsandMaintenanceAgreementhasbeenexecuted),and,totheextentsuchannual auditedfinancialstatementshavebeenpreparedwithrespecttotheConstructionManager, theConstructionManager(itbeingunderstoodthatpubliclyavailablefinancialstatements including from any publicly listed company shall be deemed delivered to the Administrative Agent).

(ii)    The Administrative Agent shall have received (i) the most recent annual audited financial statements of the Sponsor (being for the fiscal year ending on December31,2025,ifavailable,orotherwiseDecember31,2024)and(ii)themostrecent unaudited pro forma financial statements of the Tax Holdco, the Class B Member, the Construction Holdco and the Project Company, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, after giving effect to the initial Construction Loans and Bridge Loans and providedthat publicly available financial statements including from any publicly listed company shall be deemed delivered to the Administrative Agent.

(q)    TheAdministrativeAgentshallhavereceivedacopyofIRSFormW-9duly completed by the Class B Member, the Construction Holdco, the Tax Holdco and the Project Company.

(r)    The Borrower shall provide evidence to the Administrative Agent that all Accounts required pursuant to the Account Control Agreement have been established (other than the BESS Buydown Reserve Account).

(s)    Delivery to the Administrative Agent of the IE Report, in form and substance reasonably acceptable to the Administrative Agent and the Lenders together with a reliance letter, dated as of the Closing Date, in respect of same authorizing the Secured Parties’ reliance on such report (solely to the extent such report is not addressed directly to the Secured Parties and the Administrative Agent), from the Independent Engineer, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(t)    Delivery to the Administrative Agent of the Market and Transmission Consultant’sreport,togetherwitharelianceletter,datedasoftheClosingDate,inrespectofsame authorizingtheSecuredParties’relianceonsuchreport(solelytotheextentsuchreportisnot

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addressed directly to the Secured Parties and the Administrative Agent), from the Market and Transmission Consultant, in each such case, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(u)    Insurance complying with this Agreement shall be in full force and effect and the Administrative Agent shall have received (i) a certificate from the Borrower’s insurance broker,datedasoftheClosingDate,statingthattheinsurancepoliciesrequiredunderSection8.17are in full force and effect and that all premiums then due thereon have been paid and that, inthe opinion of such Person, such insurance complies with Section8.17, (ii) copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer), (iii) a certificate of the Insurance Consultant addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Lenders, certifying that all required insurance policies are in full forceandeffectand(iv)theInsuranceConsultant’sReporttogetherwitharelianceletter,datedas of the Closing Date, in respect of same authorizing the Secured Parties’ reliance on such report (solely to the extent such report is not addressed directly to the Secured Parties and the Administrative Agent), from the Insurance Consultant, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(v)    Delivery to the Administrative Agent of the Environmental Reports together with a reliance letter, dated as of the Closing Date, in respect of same authorizing the Secured Parties’ reliance on such report (solely to the extent such report is not addressed directly to the Secured Parties and the Administrative Agent), from the Environmental Consultant, with such Environmental Reports dated no earlier than one hundred eighty (180)days prior to the Closing Date (and the site visit performed thereunder shall have been made no earlier than one hundred eighty (180)days prior to the Closing Date), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(w)    The Administrative Agent shall have received a Base Case Forecast that includes the assumption that the Project (i) is eligible for the ITC, (ii) is placed in service within an energy community for purposes of Section48E(a)(3)(A) of the Code and IRS EC Notice, and (iii) satisfies the domestic content requirements set forth in Section48E(a)(3)(B) of the Code, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(x)    The Borrower shall have delivered to the Administrative Agent and the IndependentEngineerareasonablydetailedprojectscheduledescribingphasesofconstructionand abudget(the“ScheduleandBudget”)forallanticipatedProjectCosts,sourcesandusesoffunds, estimates of revenues, and cash flows expected to be generated through the date of expected Completion.The Schedule and Budget delivered on the Closing Date shall be in form and substance reasonably satisfactory to the Administrative Agent, Independent Engineer and the Lenders.

(y)    The Administrative Agent shall have received a closing instruction letter reasonablyacceptabletotheAdministrativeAgent,executedby,amongothers,theapplicableTitle Insurer that includes a confirmation to the Lenders that such Title Insurer is irrevocably and unconditionallycommitted(the“ClosingInstructions”),subjectonlytorecordingoftheapplicable DeedofTrust,toissueaTitlePolicy(withtheCollateralAgentasthenamedinsuredthereunder)

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for the Project substantially in the form of the pro forma ALTA 2021 Form Loan Policy of Title Insurance for the Project (the “Lender’s Title Policy”) attached to such Closing Instructions and theproformaALTAOwner’sPolicyofTitleInsurance,exceptforsuchchangesthatareinherently made when converting the pro forma into a final policy (e.g., filling in the date of issuance) (the “Owner’s Title Policy” and, collectively with the Lender’s Policy, each a “Title Policy” and together, the “Title Policies”) attached to such Closing Instructions, (A) insuring the Project Company’s good and marketable fee, leasehold, license or easement interest, as applicable, to or right to control, occupy and use the real property described in ScheduleA to the Owner’s Title Policy,freeandclearofliens,encumbrancesorotherexceptionstotitleotherthanPermittedLiens, (B)insuringtheapplicableDeedofTrusttobeavalidfirst-priorityLien(subjectonlytoPermitted Liens)on theProject Company’s interest in all real property in which the Project Company has a fee,leasehold,licenseoreasementinterestdescribedthereinandinanamountequaltothesumof theTotalConstructionLoanCommitment,theTotalBridgeLoanCommitmentandtheMaximum LC Commitment or any other amount approved by the Lenders; and (C) including such other customary endorsements or other customary affirmative coverage as may be available under any applicablelawandreasonablyrequiredbytheAdministrativeAgent(expresslyincluding,butnot limited to an ALTA 32 endorsement with respect to the Lender’s Title Policy); providedthat the Borrower shall not have any obligation to induce such Title Insurer to issue any such customary endorsementsorcustomaryaffirmativecoverage,otherthandeliveringorcausingtobedelivered to such Title Insurer one or more affidavits, indemnities, and other documentation that are customarilyrequiredbysuchTitleInsurertopermittheissuanceofsuchcustomaryendorsements or customary affirmative coverage and which shall be on commercially reasonable terms and in form reasonably acceptable to the Borrower.

(z)    Noaction,suit,proceedingorinvestigationshallhavebeeninstitutedor,to theknowledge ofClass B Member and theProject Company, threatened in writing, norshall any order,judgmentordecreehavebeenissuedbyanyGovernmentalAuthoritythat,solelyasaresult of (i) the siting, construction, ownership or operation of the Project, (ii) the sale of electricity at wholesale by the Project Company or (iii) the entering into of any Operative Document with respect thereto or any transaction contemplated hereby or thereby (other than the exercise of any remedy provided for in any such Operative Document that would result in a direct or indirect changeinownershipoforcontrolovertheClassBMember,TaxHoldco,theProjectCompanyor the Project or the sale of electric energy or ancillary services (if any) therefrom), would cause or deem (i) the Administrative Agent or the other Secured Parties or any “affiliate” (as that term is defined in Section1262(1) of PUHCA) of any of them to be subject to, or not exempt from, regulation under the FPA or PUHCA, or any financial, organizational or rate regulation as a “publicutility”bytheCPUC;or(ii)Tax Holdco, theClassBMemberortheProjectCompany to be subject to, or not exempt from, financial, organizational or rate regulation as a “public utility” by theCPUC, and regulation underPUHCA(except as set forth in Sections 7.1(h)and 7.1(i)(ii)).

(aa)    All Taxes, fees and other costs payable in connection with the execution, delivery, recordation and filing of the documents and instruments required to be filed under this Section 6.1shall have been paid in full or provided for.

(bb)    The Project Company shall have delivered to the Transmission Service ProviderandtheCAISOadulyexecutednoticeofthecollateralassignmentoftheInterconnection Agreement, as required pursuant to Article19 of the Interconnection Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

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(cc)    All amounts required to be paid to or deposited with the Administrative Agent,CollateralAgent,DepositaryoranySecuredParty,includingundertheFeeLetters,orany of their consultants or advisors as of the Closing Date shall have been paid or deposited or arrangements have been made to pay or deposit concurrently with the Closing Date.

(dd)    The Administrative Agent and each Lender shall have received copies of any required “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination (FEMA Form 81-93) for the parcels which constitute a portion of the Project Site uponwhichastructurewillbeconstructed,if“FloodRateInsuranceMaps”existforthoseparcels. If any building on the Project Site is located in a special flood hazard area, a notification to the Borrower shall be delivered and (if applicable) such notice shall include notification to the Borrower that flood insurance coverage under the “National Flood Insurance Program” is not availablebecausethecommunitydoesnotparticipateinsuchprogram.TheAdministrativeAgent andeachLendershallhavereceiveddocumentationevidencingtheBorrower’sreceiptoftheflood notification referred to above.If such flood notice is required to be given and flood insurance is availableinthecommunityinwhichtheProjectSiteislocated,theAdministrativeAgentandeach Lender shall receive a copy of one of the following:the flood insurance policy, the Borrower’s application for a flood insurance policy plusproof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent and each Lender.

(ee)    Delivery to the Administrative Agent of a Survey, in a manner reasonably satisfactory to the Administrative Agent.

(ff)    TheAdministrativeAgentshallhavereceivedtheDomesticContentBonus Certificate, the Energy Community Bonus Certificate, Prevailing Wage and Apprenticeship Certificate, and the Beginning of Construction Certificate, in each case, dated as of the Closing Date.

(gg)    TheAdministrativeAgentshallhavereceivedacopyoftheagreedformof notice and payment direction letter, delivered to the BP Offtake Guarantor notifying the BP Offtake Guarantor of payment instructions and the transactions contemplated by this Agreement and the other Financing Documents.

6.2    Conditions Precedent to the Initial Funding Date.The occurrence of the Initial FundingDateandtheobligationoftheLenderstomaketheinitialBridgeLoansandtheLCIssuers to issue any Letter of Credit under this Agreement is subject to the prior satisfaction by the Borrower of each of the following conditions to the reasonable satisfaction of the Administrative AgentandtheLenders(unlesswaivedinwritingbytheAdministrativeAgentwiththeconsentof all of the Lenders):

(a)    TherepresentationsandwarrantiessetforthinArticle7aretrueandcorrect inallmaterialrespectsasoftheInitialFundingDate(unlesssuchrepresentationorwarranty(i)is alreadyqualifiedby“materiality”or“MaterialAdverseEffect”,and,ifso,suchrepresentationand warranty shall betrueand correct in all respects and (ii)relates solely to an earlierdate, in which case it shall have been true and correct in all material respects (or, if clause (i)is applicable, all respects) as of such earlier date).

(b)    NoDefaultorEventofDefaulthasoccurredandiscontinuing.

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(c)    Delivery to the Administrative Agent of (i) Schedule 7.1(u) to the Disclosure Letter, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, containing the schedule of all Applicable Permits required to be listed pursuant to Section7.1(u); and (ii) copies of all Applicable Permits identified in Part I of Schedule 7.1(u) required by the Project Company at the time of the Initial Funding Date to own, site, develop, construct and operate the Project, and copies of all Applicable Permits identified in Part I of Schedule 7.1(u) required by the Construction Holdco at the time of the Initial Funding Date for the ownership of its interest in the Project Company;

(d)    Uponrequest byaLender,deliverytosuchLenderofa ConstructionLoan Note,aBridgeLoanNoteandanLCLoanNote, asapplicable,eachasdulyauthorized,executed and delivered by a Responsible Officer of the Borrower.

(e)    Delivery to the Administrative Agent and the Collateral Agent of duly executed and delivered Financing Documents required to be in effect as of the Initial Funding Date;

(f)    Delivery to the Collateral Agent of the issued ITC Letter of Credit with a stated amount equal to the ITC Collateral Requirement.

(g)    The Administrative Agent shall have received a bring-down of the Borrower’s Closing Certificate in the form of Exhibit G-1, dated as of the Initial Funding Date.

(h)    The Administrative Agent shall have received an updated Base Case Forecast, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(i)    The Borrower shall have delivered to the Administrative Agent and the Independent Engineer an updated Schedule and Budget in form and substance reasonably satisfactory to the Administrative Agent, Independent Engineer and the Lenders.

(j)    All Taxes, fees and other costs payable in connection with the execution, delivery, recordation and filing of the documents and instruments required to be filed under this Section 6.2to the extent not previously paid shall have been paid in full or provided for.

(k)    All amounts required to be paid to or deposited with the Administrative Agent,CollateralAgent,DepositaryoranySecuredParty,includingundertheFeeLetters,orany oftheirconsultantsoradvisorsasofthe InitialFundingDateshallhavebeenpaidordepositedor arrangements have been made to pay or deposit concurrently with the Initial Funding Date.

(l)    The Administrative Agent shall have received (i) evidence reasonably satisfactory to it and the Lenders (including with respect to such Initial Equity Contribution (as defined below), copies of invoices in excess of fifty thousand dollars ($50,000) and other documentation) that the Initial Equity Contribution Requirement Amount has been funded by or onbehalfoftheBorrower(throughthepaymentofProjectCostsarisingundertheMaterialProject Documents by or on behalf of the Borrower, such Project Costs paid by the Borrower or the Borrower’s Affiliates and certified to by the Independent Engineer pursuant to the certificate it delivers under Section6.3(b)in respect of the initial Bridge Loan Borrowing the “Initial EquityContribution”)or(ii)anAcceptableSponsorLetterofCreditinastatedamountequaltotheInitial

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EquityContributionRequirementAmountminustheaggregateamountofInitialEquity Contributions made on or prior to the Initial Funding Date in accordance with clause (i).

(m)    The Administrative Agent shall have received the Funds Flow Memorandum,informandsubstancereasonablysatisfactorytotheAdministrativeAgentandthe Lenders.

(n)    TheProjectCompanyshallhavedeliveredtheSiteOwnerEstoppelstothe Administrative Agent.

(o)    The Administrative Agent shall have received a copy of the Full Notice to Proceed under (and as defined in) the EPC Contract that the Project Company has issued to the EPC Contractor.

(p)    DeliverytotheAdministrativeAgentof acopyof theNBIL.

(q)    The Administrative Agent shall have received a preliminary Appraisal in form and substance satisfactory to the Lenders.

(r)    Delivery to the AdministrativeAgent of an opinion, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and dated as of the Initial Funding Date of Wilson Sonsini Goodrich & Rosati, P.C., as New York counsel to the Borrower Entities and Sponsor with respect to Financing Documents and Tax Documents contemplated to be executed on or prior to the Initial Funding Date.

(s)    TheInitialFundingDateisonorbeforetheInitialFundingLongstopDate.

(t)    The Administrative Agent shall have received evidence that the Project Company has made all required payments under and in accordance with the NRG Letter Agreement and the CEG Letter Agreement as of the Initial Funding Date.

(u)    TheAdministrativeAgentshallhavereceivedacopyofthenoticedelivered to Forethought confirming that the Closing Date has occurred on or before March26, 2026 and that the Deed of Trust has been recorded.

6.3    ConditionsPrecedenttoConstructionLoansandBridgeLoans.

The obligation of the Lenders to make Construction Loans (including the initial ConstructionLoan)andBridgeLoans(includingtheinitialBridgeLoan)underthisAgreementis subject to the prior satisfaction by the Borrower of each of the following conditions to the reasonable satisfaction of the Administrative Agent, except as otherwise set forth below (unless waived in writing by the Administrative Agent with the consent of the Majority Lenders, except as otherwise set forth below):

(a)    The Administrative Agent shall have received the Notice of Construction Loan Borrowing or Notice of Bridge Loan Borrowing, as applicable, along with a certificate executed by a Responsible Officer of the Borrower dated the date such Construction Loans or Bridge Loans, as applicable, are due to be made, certifying that:

(i)    No Default or Event of Default has occurred and is continuing or would result from the making of such Loan; and

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(ii)    TherepresentationsandwarrantiessetforthinArticle7aretrueand correct in all material respects as if made on such date (unless such representation or warranty(A)isalreadyqualifiedby“materiality”or“MaterialAdverseEffect”,and,ifso, such representation and warranty shall be true and correct in all respects and (B)relates solely to an earlier date, in which case it shall have been true and correct in all material respects (or, if clause (A)is applicable, all respects) as of such earlier date).

(b)    TheBorrowershallhavedeliveredtotheAdministrativeAgentacertificate (intheformofExhibitG-3),tobedatedasofthedateoftherequestedBorrowingofConstruction Loans or Bridge Loans, as applicable, duly executed by the Borrower, attaching the most recent Construction Report (in the case of each Borrowing other than the initial Borrowing) and the relevant invoices addressed to the Borrower in excess of seventy five thousand dollars ($75,000) per invoice with respect to the payments requested to be made out of the proceeds of such Construction Loans and Bridge Loans, as applicable, or payments made out of proceeds in the Disbursement Account or Construction Account since the immediately preceding Borrowing; providedthat the amount of such Construction Loans and Bridge Loans, as applicable, may also include,(x)anamountofanticipatedProjectCostsforthenextthirty(30)calendardays(providedthat such amount shall not exceed thirty million dollars ($30,000,000) (minus any cash reserves ondepositintheDisbursementAccountatthebeginningofsuchcalendarmonth)intheaggregate per calendar month) plus(y) an amount that, when taken together with any cash reserves then on depositintheConstructionAccount,doesnotexceedthirtymilliondollars($30,000,000),ineach case in a total advance amount equal to the nearest integral multiple of fifty thousand dollars ($50,000), and certifying that the Borrower is in Material Compliance with the Schedule and Budget.Such certificate with respect to such Construction Report of the Borrower shall certify thattheCompletionisanticipatedtooccuronorbeforetheConstructionLoanMaturityDateand theBridgeLoanMaturityDate;andtheIndependentEngineershallhavereviewedsuchcertificate of the Borrower, the most recent Construction Report, the relevant invoices and all other informationobtainedfromtheBorroweruponthereasonablerequestoftheAdministrativeAgent, and shall have provided the Administrative Agent with a certificate of the Independent Engineer, substantiallyintheformofExhibitG-2,confirmingitsreviewoftheforegoingdocumentationand that the Borrower is in Material Compliance with the Schedule and Budget.

(c)    Real Property Deliverables.With respect to any Bridge Loan or ConstructionLoanBorrowingDates,theAdministrativeAgentand,ifapplicable,theTitleInsurer shall have received prior to such Borrowing:

(i)    subject to the Borrower Entities’ right to contest any Liens as described in the definition of “Permitted Liens” (A) with respect to the EPC Contractor, the Inverter Supplier, the BESS Supplier, the Transformer Supplier, and each Major Subcontractor (or similar term, as defined in the EPC Contract) contracting directly with suchEPCContractor;and(B)withrespecttoallsubcontractors,vendorsorsuppliersunder the Inverter Supplier, BESS Supplier, and the Transformer Supplier with a value of the contractequaltoTwoHundredFiftyThousandDollars($250,000)ormore(providedthat, withrespecttothisclause(B),suchacknowledgmentsandreleasesneedonlybedelivered if available upon exercise of commercially reasonable efforts), the Borrower shall have delivered, in each case of (A) and (B), to the Administrative Agent duly executed acknowledgments of payments (for any payments that were to be made using previously releasedproceedsofConstructionPeriodLoans)anyconditionalreleases/waiversof

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mechanics’ and materialmen’s liens completed in the required applicable statutory forms or otherwise to the reasonable satisfaction of the Administrative Agent (provided that the formattachedtotheTransformerPurchaseAgreement,InverterSupplyAgreement,BESS SupplyAgreementandEPCContractshalleachbedeemedreasonablysatisfactory)forall work performed by each such Person with respect to the Project to date (including any workpaidforoutofproceedsoftheDisbursementAccountorConstructionAccountsince the preceding Borrowing (except for such work to be paid with the proceeds of the requestedBorrowing)(collectively,suchwork,the“ExcludedWork”);provided,however, thatiftheforegoinglienreleasescannotbeobtainedfromtheapplicablecounterparty,then the foregoing condition shall be satisfied in respect of an applicable counterparty, if the Borrower (in its sole discretion) delivers to the Administrative Agent any of (w) an endorsement to the Title Policy which does not except for mechanics’ and materialmen’s liens related to such work performed, and otherwise in form and substance reasonably satisfactory to the Administrative Agent, (x) a parent guaranty from the Sponsor or (y) a bond, in form and substance reasonably satisfactory to the Administrative Agent, in the amount of all payments owed to any such contractor, subcontractor or other Person as to whom the filing periods for mechanics and materialmen’s liens have not expired or who have filed mechanics’ or materialmen’s liens (in which case any such bond shall be for 125%oftheamountclaimed),andcoveringtheapplicableProjectCompany’sandSeller’s liability to such contractors, subcontractors or other Persons;

(ii)    other than with respect to the initial Borrowing of Loans on the Initial Funding Date, an endorsement (or a commitment to provide such endorsement) to the TitlePolicy to be issued in accordance with the requirements for the ALTA 33 endorsement to increase the coverage of such Title Policy to the total amount of the Loan disbursed to date and extends the date of the coverage of such Title Policy to the date of theBorrowingofaConstructionLoanorBridgeLoan(a“DateDownEndorsement”),and whichshall(A)confirmthattherehasbeenonchangeinthestatusoftitletotherealestate interests or other priority of the Lien of the Deed of Trust with respect to the Project site and no new encumbrances thereon, and except for (1) the Lien of real property taxes for thethencurrentyear, whicharenot yetdue andpayable,(2) encumbrancesrecordedafter the date of the applicable Site Agreement for which the Title Insurer agrees to provide coverage, and (3) Permitted Liens, (B) state the amount of coverage then existing under the Title Policy which shall be the total of all disbursements of the Loans, including the disbursement which is made concurrently with the Date Down Endorsement, (C) provide coveragewithoutexceptionformechanic’sandmaterialman’sliens,ifany,recordedasof the effective date of the Date Down Endorsement, and (D) otherwise be in form and substance reasonably satisfactory to Administrative Agent; and

(iii)    any documents and any payment for all fees and charges required by the Title Insurer under this Section 6.3(c).

(d)    Except as set forth in Schedule 7.1(u) to the Disclosure Letter, all ApplicablePermits,otherthananyPermitthatisimmaterialandofatypethatareroutinelygranted onapplication,ministerialandnon-discretionaryinnatureandwouldnormallybeobtainedinthe ordinarycourseofbusinesspriortothetimesuchPermitsbecomeApplicablePermits,withrespect to the ownership, siting, development, construction and operation of the Project required to have beenobtainedbythedateofsuchBorrowing(inlightofthethen-expectedstageofsiting,

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development, construction and operation of such Project as provided in the applicable Schedule and Budget) from any Governmental Authority have been issued and are final and in full force (and copies of such Applicable Permits not previously delivered to Administrative Agent have beendelivered)andarenotsubjecttoappealorfurtherproceedingsortoanyunsatisfiedconditions thatcouldreasonablybeexpectedtoallowmaterialadversemodification,suspension,termination or revocation, or if there are limitations upon the appeal periods specified for such Applicable Permits, such appeal periods have expired except as otherwise noted in Schedule 7.1(u).With respect to any Permits that are not yet Applicable Permits and listed in Part IIof Schedule 7.1(u) to the Disclosure Letter, such Permits are reasonably expected to be obtained on commercially reasonable terms on or before the date on which such Permits become Applicable Permits.

(e)    AlloftheOperativeDocumentsrequiredtobeexecutedanddeliveredwith respect to the Project on or prior to the date of such Borrowing shall be in full force and effect without material change or amendment since the Closing Date or Initial Funding Date, as applicable, except as consented to in writing by the Administrative Agent (and, if a Material Project Document, as consented to in writing by the Administrative Agent on instructions of the Majority Lenders) or as otherwise permitted pursuant to Section 9.11.

(f)    If, at the time of making the requested Loans, the Project shall have been materially damaged by flood, fire or other casualty, the Person entitled thereto pursuant to the Financing Documents shall have received insurance proceeds or money or other assurances sufficient in the reasonable judgment of the Administrative Agent (in consultation with the Independent Engineer) to assure restoration and Completion in material compliance with the schedule portion of the Schedule and Budget.

(g)    There has not been any material default under any Material Project Document, Applicable Permit or insurance policy which remains uncured (subject to any applicablecureperiodsspecifiedtherein)thatcouldreasonablybeexpectedtoresultinaMaterial Adverse Effect.

(h)    No adverse Tax Law Change or adverse Proposed Tax Law Change shall haveoccurredthat:(i)limitsorprohibitstheabilityofTaxHoldcototransferalloranyportionof theITCspursuanttoSection6418oftheCodeor(ii)couldreasonablybeexpectedtoresultinthe Project not qualifying for all of the ITCs reasonably expected to be claimed with respect to the Project pursuant to the then-current Base Case Forecast or qualifying for the ITCs in an amount that results, or could reasonably be expected to result in, the expected Tax Transaction Proceeds (whetheranticipatedpriortotheexecutionoftheapplicabletransactiondocuments,orcontracted, committed,orrealizedthereafter)beingless thantheamountprojectedinthen-currentBaseCase Forecast, in each case, other than any such Tax Law Change or Proposed Tax Law Change that has been reflected in an updated Base Case Forecast delivered pursuant to Section8.13(e)and in respect of which all actions required under Section8.13(e), if necessary, have been taken and the Borrower shall have caused the Sponsor to make additional cash equity contributions to the Borrower (for deposit into the Disbursement Account) in the amount reflected in such Base Case Forecast.

(i)    FollowingtheoccurrenceofaPrefEquityEffectiveDate(ifapplicable),(i) no party to the Pref Equity Documents is in default of any obligation thereunder, and (ii) the Borrowershall certify that to the best of its knowledge, it reasonablyexpects to beable to meet

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the conditions precedent to each funding date under the Pref Equity Documents by the deadline for such funding date set forth in the Pref Equity Documents and, in any event, in order to repay the Bridge Loans or BL Bridge Loans by the applicable scheduled Bridge Loan Maturity Date or BL Bridge Loan Maturity Date, as applicable.

(j)    Following the occurrence of a TC Purchase Effective Date, (i) no party to theTC Purchase Documents, asapplicable,isin default of anyobligation thereunder,and (ii)the Borrower shall certify that to the best of its knowledge, it reasonably expects to be able to meet theconditionsprecedenttoeachTCPurchaseFundingDateundertheTCPurchaseAgreementby the deadline for such funding date set forth in the TC Purchase Agreement and, in any event, in order to repay the Bridge Loans or BL Bridge Loans by the applicable scheduled Bridge Loan Maturity Date or BL Bridge Loan Maturity Date, as applicable.

6.4    ConditionsPrecedenttotheTermConversionDate.TheobligationoftheLenders to effect the Term Conversion under this Agreement and to make Term Loans and BL Bridge Loans hereunder is subject to the prior satisfaction by the Project Company and the Class B Member of each of the following conditions to the reasonable satisfaction of the Administrative Agent(unlesswaivedinwritingbytheAdministrativeAgentwiththeconsentoftheSupermajority Lenders):

(a)    TherepresentationsandwarrantiesoftheBorrowerunderArticle7aretrue andcorrectinallmaterialrespectsasoftheTerm ConversionDate(unless suchrepresentationor warranty (i) is already qualified by “materiality” or “Material Adverse Effect”, and, if so, such representation and warranty shall be true and correct in all respects and (ii) relates solely to an earlier date, in which case it shall have been true and correct in all material respects (or, if clause(i)isapplicable,allrespects)asofsuch earlierdate).

(b)    NoDefaultorEventofDefaulthasoccurredandiscontinuingorwillresult from the making of the Term Loans or BL Bridge Loans requested hereunder.

(c)    Delivery of the Notice of Term Loan Borrowing in accordance with Section 2.1(a)(ii).

(d)    Delivery of the Notice of BL Bridge Loan Borrowing in accordance with Section 2.2(a)(ii).

(e)    UponrequestbyaLender,deliverytosuchLenderofaTermLoanNoteor BL Bridge Loan Note, as applicable, each as duly authorized, executed and delivered by a Responsible Officer of the Borrower.

(f)    ConcurrentwiththefundingofsuchTermLoansandBLBridgeLoans,the Borrowershallhave repaidtheConstructionLoans(includinganyConstructionLoansthatarein excessoftheTotalTermLoanCommitment),theBridgeLoans(includinganyBridgeLoansthat are in excess of the Total BL Bridge Loan Commitment) and any LC Loans that are outstanding.

(g)    Without duplication of any documents previously delivered underSections6.1,6.2and6.3,deliverytotheAdministrativeAgentofacopyofoneormoredate-down resolutions or other authorizations of the Class B Member, the Tax Holdco and the Project Company certified by a Responsible Officer of each such entity as being in full force and effect ontheTermConversionDate,authorizingtheexecution,deliveryandperformanceofthe

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OperativeDocumentsrequiredtobeexecutedasoftheTermConversionDatetowhichsuchentity is a party.

(h)    Without duplication of any documents previously delivered underSections6.1,6.2and6.3,deliverytotheAdministrativeAgentofadate-downcertificatefromthe Class B Member, the Tax Holdco and the Project Company signed by a Responsible Officer of each such entity and dated as of the Term Conversion Date, as to the incumbency of the natural personsauthorizedto executeand deliver theOperativeDocuments requiredtobeexecuted asof the Term Conversion Date to which such entity is a party.

(i)    All Liens contemplated by the Term Loan and BL Bridge Loan Collateral DocumentstobecreatedandperfectedinfavoroftheCollateralAgentpursuanttotheTermLoan and BL Bridge Loan Collateral Documents shall have been perfected, recorded and filed in the appropriate jurisdictions, shall be in full force and effect and shall constitute enforceable first priority Liens (subject to Permitted Liens that, pursuant to applicablelaw, areentitled to ahigher priority than the liens granted by the Collateral Documents).

(j)    TheAdministrativeAgentshallhavereceivedacertificatefromtheProject Company and the Class B Member with respect to certain matters set forth in this Section6.4, dated as of the Term Conversion Date, and in the form of Exhibit G-4.

(k)    Fundsondepositinorcreditedto:(i)theDebtServiceReserveAccountare orwillbeequaltotheMinimumDebtServiceReserveRequirement(includingthestatedamount of the DSR Letter of Credit or Acceptable Sponsor Letter of Credit, if issued), (ii) the Interest ShortfallReserveAccount(Term Loan)areorwillbeinan amount equaltotheInterestShortfall ReserveAmount(Term Loan),and(iii)the Interest ShortfallReserveAccount(BLBridgeLoan) are or will be in an amount equal to the Interest Shortfall Reserve Amount (BL Bridge Loan), in each case as of the date of Term Conversion.

(l)    TheAdministrativeAgentshallhavereceivedacertificateofanauthorized officeroftheBorrower,datedasoftheTermConversionDate,withrespecttothesolvencyofthe Borrower in substantially the form of Exhibit E.

(m)    The Administrative Agent shall have received the most recent unaudited consolidated financial statements of the Tax Holdco and the Class B Member, in form and substance reasonably satisfactory to the Administrative Agent.

(n)    Without duplication of Sections 6.1(k)and 6.2(e), delivery to the Administrative Agent of (x) duly executed and delivered Financing Documents required to be in effect as of the Term Conversion Date and (y) certified true and correct execution copies of each Material Project Document required to be executed as of the Term Conversion Date and any existing supplements or amendments thereto, and all such Material Project Documents shall be certifiedbyaResponsibleOfficeroftheProjectCompanyandtheClassBMemberasbeingtrue, completeandcorrectandinfullforceandeffectontheTermConversionDateandthatnomaterial default has occurred and is continuing thereunder.

(o)    Insurance complying with this Agreement shall be in full force and effect and the Administrative Agent shall have received (i) a certificate from the Borrower’s insurance broker,datedasoftheTermConversionDateandidentifyinginsurers,typeofinsurance,insurance

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limitsandpolicyterms,listingthespecialprovisionsrequiredassetforthineachMaterialProject Document, describing the insurance obtained and stating that such insurance is 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 Section8.17, (ii) copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by theinsurer or a broker authorized to bindtheinsurer),and(iii)adate-downofthereliancecertificate(totheextentareliancecertificate was delivered pursuant to Section6.1(u))and Insurance Consultant’s Report, in form and substancereasonablyacceptabletotheAdministrativeAgent,certifyingthatallrequiredinsurance policies are in full force and effect.

(p)    Delivery to the Administrative Agent of an updated Schedule 7.1(u) to the Disclosure Letter, the schedule of Applicable Permits and copies of all Applicable Permits identifiedinSchedule7.1(u)notpreviouslydeliveredtotheAdministrativeAgentandrequired(i) by the Project Company to construct, own and operate the Project, (ii) by the Parent for the ownershipofitsinterestinClassBMember, (iii)bytheClassB Memberfortheownership ofits interest in Tax Holdco and (iv)by Tax Holdco for its ownership interest in theProject Company, in each case, as of the Term Conversion Date, together with a certificate of the Project Company and Class B Member signed by a Responsible Officer of such entity certifying that all such Applicable Permits required to be obtained by it as of the Term Conversion Date, other than any Permit that is immaterial and of a type that are routinely granted on application, ministerial and non-discretionary innature and would normally be obtained in the ordinary course of business priortothetimesuchPermitsbecomeApplicablePermits,havebeenobtainedandarefinalandin full force and effect.

(q)    With respect to Additional Project Documents and Applicable Permits enteredintoorobtained,transferredorrequired(whetherbecauseofthestatusoftheconstruction or operation of the Project or otherwise) since the Closing Date or Initial Funding Date, as applicable, copies of such Additional Project Documents and Applicable Permits shall havebeen delivered to the Administrative Agent, and, if reasonably requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent consents to the collateral assignmentofsuchAdditionalProjectDocumentstotheextentprovidedunderSection5.10(a)(vi).

(r)    No adverse Tax Law Change or adverse Proposed Tax Law Change shall haveoccurredsincethedateofthisAgreementthat(i)limitsorprohibitstheabilityofTaxHoldco to transfer all or any portion of the ITCs pursuant to Section6418 of the Code or (ii) could reasonably be expected to result in the Project not qualifying for all of the ITCs reasonably expectedtobeclaimedwithrespecttotheProjectpursuanttothethen-currentBaseCaseForecast or qualifying for the ITCs in an amount that results, or could reasonably be expected to result in, the expected Tax Transaction Proceeds (whether anticipated prior to the execution of the applicabletransactiondocuments,orcontracted,committed,orrealizedthereafter)beinglessthan the amount projected in then-current Base Case Forecast, in each case, other than any such Tax Law Change or Proposed Tax Law Change that has been reflected in an updated Base Case Forecast delivered pursuant to Section8.13(e)and in respect of which all actions required under Section8.13(e), if necessary,havebeen taken and theBorrowershall have caused theSponsor to make additional cash equity contributions to the Borrower (for deposit into the Disbursement Account) in the amount reflected in such Base Case Forecast.

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(s)    The Administrative Agent shall have received an updated Base Case ForecastthatisreasonablyacceptabletotheAdministrativeAgent,demonstratescompliancewith theDebtSizingParameters(TermLoan)andtheDebtSizingParameters(BLBridgeLoan)andis updated to take into account (i) any changes in the timing, amount, or availability of cash flows distributabletoClassBMember(including,withoutlimitation,asaresultofanyreduction,delay, cash sweep, holdback, or increased reserve requirement) pursuant to the Pref Equity Documents and TC Purchase Documents, (ii) an updated Daily Compounded SOFR forward curve for the Floating Portion of the Term Loans and the BL Bridge Loans, if any, (iii) the updated IE Report delivered pursuant to Section6.4(y)(which updated Independent Engineer’s report would reflect (x) any material deviations from the original specifications and design of the Project from the Closing Date or Initial Funding Date, as applicable, and any changes required pursuant toSection6.4(ii)below, as determined by the Administrative Agent (in consultation with the Independent Engineer and the Supermajority Lenders), and (y) the results of the Capacity Test conducted in accordance with the EPC Contract and/or the Performance Test conducted in accordance with the BESS Supply Agreement, as applicable); (iv) any material deviations from theoriginalspecificationsanddesignoftheProjectfromtheClosingDateorInitialFundingDate, as applicable, as determined by the Administrative Agent (in consultation with the Independent Engineer and the Supermajority Lenders); and (v) updates to all inputsin the Base Case Forecast as a result of the reports delivered pursuant to Section6.4(jj)from the Market and Transmission Consultant; provided, however, that in each case, the updated Independent Engineer’s report and Market and Transmission Consultant report are consistent in scope and methodology with the reports provided on the Closing Date or Initial Funding Date, as applicable.

(t)    The Amortization Schedule shall be updated to reflect the applicable amounts reflected in such updated Base Case Forecast.

(u)    The Administrative Agent shall have received a copy of the date-down endorsement to Owner’s Title Policy, in form and substance reasonably satisfactory to the AdministrativeAgent.TheAdministrativeAgent shallhavereceived (i)an as-builtSurveyofthe Project Site if required by the applicable TitleInsurer in order to issue theupdated Owner’s Title Policyreferred toaboveor(ii)iftheas-builtSurveyreferred toinclause(i)aboveisnot required to be delivered, a Survey of the Project Site showing the actual location of the then-completed improvements, in form and substance reasonably satisfactory to such TitleInsurer and the Administrative Agent, current within sixty (60) days of the Term Conversion Date.

(v)    (i) The Term Conversion Date shall occur no later than the Construction LoanMaturityDate,(ii)ifthePrefEquityEffectiveDatehasoccurred,theTermConversionDate shalloccuronthePrefEquityFinalFundingDate,and(iii)alloutstandingBridgeLoans(interest, fees and other Obligations accrued thereon) shall have been repaid in full.

(w)    No later than the commencement of deliveries or sales of electricity (includingtestenergy)atwholesalefromtheProject,theProjectCompanyshallhavedeliveredto the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that the Project Company has self-certificated as an EWG under PUHCA and that the Project Company has obtained MBR Authority.

(x)    The Project Company and the Class B Member shall deliver to the Administrative Agent drafts of the Annual Operating Budget for (i) the remainder of the year in

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which the Term Conversion Date occurs and (ii) the year following the year in which the Term Conversion Date occurs and such drafts of the Annual Operating Budget shall be subject to approval of the Administrative Agent (in consultation with the Independent Engineer), the approval of the Administrative Agent not to be unreasonably withheld, conditioned or delayed. The draft Annual Operating Budgets shall be certified by a Responsible Officer of each of the Project Company and the Class B Member that such is based on reasonable assumptions as to all legal and factual matters material to the estimates set forth therein, and are consistent with the provisions of the Operative Documents (it being understood that such projected information may vary from actual results by a material amount).

(y)    Delivery to the AdministrativeAgent of acertificate from the Independent Engineer, with an updated IE Report, in form and substance reasonably acceptable to the AdministrativeAgent,withrespect tothetechnicalreviewoftheProjectandtheMaterialProject Documents (including a review of the overall battery storage project design of the Project, the BESStechnologyandcomplianceoftheProjectwiththeapplicablegridrequirements),confirming (i)the occurrence of Completion; (ii) energy production forecasts; and (iii) including a review of the updated Base Case Forecast, if applicable, and otherwise in the form, substance and scope reasonably satisfactory to the Administrative Agent (acting on the instructions of the SupermajorityLenders).SuchreportbytheIndependentEngineershallverifythattheequipment isappropriatefortwenty(20)yearsofuseattheProjectSiteandconfirmthattheProject’sdesign is adequate and able to operate in accordance with the Base Case Forecast (such Independent Engineer’s report shall include any bring-down certificates, updates or revisions thereto, as reasonably required by the Administrative Agent).

(z)    TheAdministrativeAgentshallhavereceived(i)eachofthelegalopinions requiredtobedeliveredtothePrefEquityInvestorunderthePrefEquityDocuments(ifany),each addressedtotheAdministrativeAgentandtheCollateralAgentand(ii)anyupdatedAppraisalfor the Project required to be delivered to the Pref Equity Investor under the Pref Equity Documents (if any).

(aa)    Noaction,suit,proceedingorinvestigationshallhavebeeninstitutedor,to the knowledge of the Class B Member, the Tax Holdco or the Project Company, threatened in writing,norshallanyorder,judgmentordecreehavebeenissuedbyanyGovernmentalAuthority that, solely as aresultof(i)thesiting,construction, ownership oroperation oftheProject, (ii)the sale of electricity at wholesale by the Project Company or (iii) the entering into of any Operative Document with respect thereto or any transaction contemplated hereby or thereby (other than the exerciseofanyremedyprovidedforinanysuchOperativeDocumentthatwouldresultinadirect orindirectchangeinownershipoforcontrolovertheClassBMember,theTaxHoldco,theProject Company or the Project or the sale of electric energy or ancillary services (if any) therefrom), would cause or deem (i)the Administrative Agent or the other Secured Parties or any “affiliate” (as that term is defined in Section1262(1) of PUHCA) of any of them to be subject to, or not exempted from, regulation under the FPA or PUHCA, or any financial, organizational or rate regulation as a “public utility” by the CPUC; or (ii) the Class B Member, the Tax Holdco or the ProjectCompanytobesubjectto,ornotexemptedfrom,financial,organizationalorrateregulation asa“publicutility”bytheCPUC,orregulationunderPUHCA(exceptassetforthin Sections 7.1(h)and7.1(i)(ii)).

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(bb)    The Project Company and the Class B Member shall have provided to the AdministrativeAgentandtheIndependentEngineer(i)alistofallpunchlistworktobeperformed under and pursuant to theMaterial Project Documents after Completion (the“Punch List Items”) and (ii) evidence that an amount at least equal to one hundred percent (100%) of the amount of invoicedorotherwiseconfirmed(bytheIndependentEngineer)PunchListItemsplusonehundred fifty percent (150%) of the estimated cost of the remaining Punch List Items (the “FinalCompletion Holdback”) is on deposit in the Final Completion Reserve Account, each to the reasonable satisfaction of the Administrative Agent, in consultation with the Independent Engineer.

(cc)    All amounts required to be paid to or deposited with the Administrative Agent,CollateralAgent,DepositaryoranySecuredParty(includingundertheFeeLetters),orany oftheirconsultantsoradvisors,andallTaxes,feesandothercostspayableinconnectionwiththe execution, delivery, recordation and filing of the documents and instruments required to be filed under this Section 6.4, shall have been paid in full or provided for.

(dd)    Subject to the Borrower’s right to contest any Liens as described in the definition of “Permitted Liens” and solely with respect to any Excluded Work that was not otherwise made subject to Section6.3(c)(i)prior to Term Conversion, the Borrower shall deliver duly executed acknowledgments of payments and releases/waivers of mechanics’ and materialmen’s liens or such other documentation as in each case would be required pursuant to Section 6.3(c)(i)(without giving effect to the exclusion therein with respect to Excluded Work).

(ee)    DeliverytotheAdministrativeAgentofadulyexecutedcopyoftheClassB Member Assignment and Assumption Agreement and an opinion, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and dated as of the Term Conversion Date, of Wilson Sonsini Goodrich & Rosati, P.C, as special counsel to the Class B Member.

(ff)    Delivery to the Administrative Agent of either a bring-down letter with respecttotheEnvironmentalReportsorupdatedEnvironmentalReports,ineachcasedatedwithin one hundred eighty (180)days of the Term Conversion Date, by the Environmental Consultant, whichshallbeinform andsubstancereasonably satisfactorytotheAdministrativeAgent andthe Lenders together with a reliance letter from the Environmental Consultant in respect of same authorizing the Secured Parties’ reliance on such report (solely to the extent such report is not addressed directly to the Secured Parties and the Administrative Agent).

(gg)    Delivery to the Administrative Agent and the Independent Engineer of the duly executed Substantial Completion Certificate under and as defined in the EPC Contract, respectively.

(hh)    TheServicesCommencementNoticeunderandasdefinedintheOperations and Maintenance Agreement shall have been delivered by the Project Company.

(ii)    The Administrative Agent shall have received evidence to its reasonable satisfaction that (x)(i) the “Capacity Test” has been satisfactorily completed under the EPC Contractand(ii)thePerformanceTestshasbeensatisfactorilycompletedundertheBESSSupply Agreement, as applicable, (y) any liquidated damages due and payable to the Project Company undertheEPCContractandtoanyOfftakerundertherelatedOfftakeAgreementasaresultof

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such Capacity Test have been paid in full and (z) the effects of not reaching the “Guaranteed Performance Thresholds” as defined in the BESS Supply Agreement (A) have been included in theupdatedBaseCaseForecast deliveredpursuanttoSection6.4(s)and(B)havebeentakeninto account for purposes of satisfying the conditions set forth in Section 6.4(s).

(jj)    Delivery to the Administrative Agent of an updated Market andTransmission Consultant’s report, in form and substance reasonably acceptable to the AdministrativeAgenttogetherwitharelianceletterfromtheMarketandTransmissionConsultant in respect of same authorizing the Secured Parties’ reliance on such report (solely to the extent such report is not addressed directly to the Secured Parties and the Administrative Agent)

(kk)    Evidence reasonably satisfactory to the Administrative Agent that a guaranty,creditsupport, orother assurancerequiredwithrespecttotheperformancebyOperator under the Operations and Maintenance Agreement has been duly provided.

(ll)    (i) The Interest Rate Agreements to be novated from the Project Company totheClassBMemberpursuanttoSection5.9(a)shallhavebeensonovated,and(ii)aftergiving effect thereto and to the Borrowing of Term Loans or BL Bridge Loans on the Term Conversion Date, the Borrower shall be in compliance with Section 5.9(a).

(mm)    Each Offtake Letter of Credit and NRG Letter of Credit shall have been amended or replaced such that the Class B Member is the applicant thereunder on behalf of the Project Company.

(nn)    Delivery to the Administrative Agent of an updated Domestic Content Bonus Certificate dated as of the Term Conversion Date.

(oo)    DeliverytotheAdministrativeAgentofanestoppelfromtheTCPurchaser, in form and substance reasonably satisfactory to the Administrative Agent.

6.5    ConditionsPrecedenttoIssuanceof anyLetterof Credit.

The obligation of any LC Issuer to issue or increase the face amount of any Letter of Credit is subject to the satisfaction by the Borrower, or waiver by the applicable LC Issuer, of each of the following conditions precedent:

(a)    (i) With respect to the issuance of any Offtake Letter of Credit and NRG Letter of Credit, the Initial Funding Date shall have occurred or shall occur simultaneously with such issuance and (ii) with respect to the issuance of the DSR Letter of Credit or the Term Conversion Date shall have occurred or shall occur simultaneously with such issuance.

(b)    Receipt by the applicable LC Issuer of (i) a Notice of LC Activity and (ii) any letter of credit applications required by such LC Issuer, in each such case, in respect of each requested LetterofCredit at least five(5)Business Days (orin thecaseof any LetterofCredit to beissuedontheInitialFundingDate,two(2)BusinessDays)priortotherequesteddateofissuance or amendment of each such Letter of Credit; unless in each case, a shorter period is agreed upon by the Administrative Agent and the applicable LC Issuer; providedthat in the event of any inconsistencybetweenthetermsofthisAgreementandthetermsofanyletterofcreditapplication, the terms hereof shall control.

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(c)    TherepresentationsandwarrantiessetforthinArticle7aretrueandcorrect, in all material respects, as of the date of such requested issuance or amendment (unless such representation or warranty (i) is already qualified by “materiality” or “Material Adverse Effect”, and,ifso,suchrepresentationandwarrantyshallbetrueandcorrectinallrespectsand(ii)relates solely to an earlier date, in which case it shall have been true and correct in all material respects (or, if clause (i)is applicable, all respects) as of such earlier date).

(d)    NoDefaultorEventofDefaultshallhaveoccurredandbecontinuingunder this Agreement.

6.6    NoApprovalofWork.ThemakingofanyLoanhereundershallnotbedeemedan approvaloracceptancebytheAdministrativeAgent,theCollateralAgent,Depositary,theLenders or any Secured Party of any work, labor, supplies, materials or equipment furnished or supplied.

ARTICLE7    REPRESENTATIONSANDWARRANTIES

7.1    Representations and Warranties of Borrower.The Borrower makes the following representations and warranties to, and in favor of, the Agents and the Secured Parties as of the ClosingDate,asoftheInitialFundingDate,asofeachsubsequentBorrowingDate,asofthedate oftheissuanceoramendmentofanyLetterofCreditandasoftheTermConversionDate(except that any representation or warranty in this Article 7which relates expressly to an earlier date, by directreferenceorby referenceto adocumentdatedacertaindate,shall bedeemed madeonly as of such date); providedthat any representation and warranty made by the Borrower in respect of Construction Holdco shall only be provided as of the applicable date made prior to the Term Conversion Date; providedfurtherthat any representation and warranty made by the Borrower (including on behalf of any Affiliate) in respect of the Term Conversion Date shall only be provided as of the Term Conversion Date.

(a)    Organization.

(i)    TheProjectCompanyisalimitedliabilitycompanyand(A)isduly formed,validlyexistingandingoodstandingunderthelawsoftheStateofDelaware;(B) is authorized to do business and is in full force and effect in the State of California and in good standing (or other jurisdictional equivalent) in each other jurisdiction where the characterofitspropertiesorthenatureofitsactivitiesmakessuchqualificationnecessary; and(C)hasallrequisitelimitedliabilitycompanypowerandauthoritytoownorholdunder leasethepropertyitpurportstoownorholdunderleaseandtocarryonitsbusinessasnow beingconductedandasproposedtobeconductedundertheOperativeDocumentstowhich it is a party.

(ii)    Tax Holdco is a limited liability company and (A) is duly formed, validly existing and in good standing under the laws of the State of Delaware; (B) is in good standing (or other jurisdictional equivalent) in each other jurisdiction where the characterofitspropertiesorthenatureofitsactivitiesmakessuchqualificationnecessary except where the failure to do so could not reasonably be expected to have a Material AdverseEffect;(C)hasallrequisitelimitedliabilitycompanypowerandauthoritytoown or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted and as proposed to be conducted under the Operative Documentstowhichitisapartyand(D)onandaftertheTransferDateshallhaveall

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requisite limited liability company power and authority to own or hold its interest in the Project Company.

(iii)    The Class B Member is a limited liability company and (A) is duly formed,validlyexistingandingoodstandingunderthelawsoftheStateofDelaware;(B) isdulyqualified,authorizedtodobusiness andingoodstandingineachotherjurisdiction wherethecharacterofitspropertiesorthenatureofitsactivitiesmakessuchqualification necessary except where the failure to do so could not reasonably be expected to have a MaterialAdverseEffect;(C)hasallrequisitelimitedliabilitycompanypowerandauthority toownorholdunderleasethepropertyitpurportstoownorholdunderleaseandtocarry on its business as now being conducted and as proposed to be conducted under the Operative Documents to which it is a party; and (D) has all requisite limited liability company power and authority to own or hold its interest in Tax Holdco.

(iv)    The Construction Holdco is a limited liability company and (A) is dulyformed,validlyexistingandingoodstandingunderthelawsoftheStateofDelaware; (B) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualificationnecessaryexceptwherethefailuretodosocouldnotreasonablybeexpected to have a Material Adverse Effect; (C) has all requisite limited liability company power andauthoritytoownorholdunderleasethepropertyitpurportstoownorholdunderlease andtocarryonitsbusinessasnowbeingconductedandasproposedtobeconductedunder theOperativeDocuments to which it is aparty; and (D)priorto the TransferDate, has all requisite limited liability company power and authority to own or hold its interest in the Project Company.

(v)    The Parent is a limited liability company and (A) is duly formed, validly existing and in good standing under the laws of the State of Delaware; (B) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary except where the failure to do so could not reasonably be expected to have a MaterialAdverseEffect;(C)hasallrequisitelimitedliabilitycompanypowerandauthority toownorholdunderleasethepropertyitpurportstoownorholdunderleaseandtocarry on its business as now being conducted and as proposed to be conducted under the Operative Documents to which it is a party; and (D) has all requisite limited liability company power and authority to own or hold its interest in the Class B Member.

(vi)    Prior to the Transfer Date, the only holder of all issued and outstanding membership interests in Tax Holdco is theClass B Member and, on and after the Transfer Date, the only holders of all issued and outstanding membership interests in Tax Holdco are the Class B Member and the Pref Equity Investor. The only holder of all issued and outstanding membership interests in the Class B Member is Parent.The only holder of all issued and outstanding membership interests in the Project Company is (i) priortotheTransferDate,theConstructionHoldcoand(ii)onandaftertheTransferDate, theTaxHoldco.ExceptfortheTaxDocuments(ineachcase,whenexecutedinaccordance with this Agreement), none of the Class B Member, the Tax Holdco or the Project Company has any contract, arrangement or commitment to issue or sell any of its membershipinterestsoranysecuritiesorobligationsconvertibleintoorexchangeablefor,

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or giving any Person any right to acquire from it, any of its membership interests and no such securities or obligations are issued or outstanding.

(b)    Authorization; No Conflict.Each Borrower Entity has duly authorized, executed and delivered each Operative Document to which it is a party as of the date of determination, and neither such entity’s execution and delivery thereof nor the performance thereof,asofthedateofdetermination,(i)isinconflictwithorresultsinabreachofsuchentity’s organizational documents; (ii) violates any other Legal Requirement applicable to or binding on anyBorrowerEntityoranyoftheirrespectiveproperties,exceptforanysuchviolationthatwould not reasonably be expected to have a Material Adverse Effect; (iii) results in any material breach oforconstituteanymaterialdefaultunder,orresultsinorrequiresthecreationofanyLien(other than Permitted Liens) upon any of the Collateral under, any Material Project Document to which it is a party or by which it or any of the Collateral may be bound or affected; or (iv) requires the material consent or approval of any Person, which has not already been obtained or that are described in Schedule 7.1(u) to the Disclosure Letter.

(c)    Enforceability.Assuming the due authorization, execution and delivery thereof by each other party thereto, and each Operative Document to which any Borrower Entity is a party is a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).None of the Operative Documents to which any Borrower Entity is a party have been amended or modified since the Closing Date or the immediately preceding Borrowing Date except in accordance with this Agreement.

(d)    ERISA.None of the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company sponsors, maintains, administers, contributes to, participates in, or has any obligation to contribute to or any liability under, any ERISA Plan, nor since the date which is six (6) years immediately preceding the Closing Date has established, sponsored, maintained,administered,contributedto,participatedin,orhadanyobligation tocontributetoor liabilityunder,anyERISAPlan.TotheextenttheClassBMember,theConstructionHoldco,the Tax Holdco or the Project Company, as applicable, participates in an ERISA Plan, it is in compliance in all material respects with all applicable provisions of ERISA and the Code and all other laws applicable to ERISA Plans.

(e)    Taxes.Each Borrower Entity (i) has filed, or has caused to be filed, all incomeandallmaterialnon-incometaxreturnssuchPersonisrequiredtofile(orthatarerequired to filed with respect to such Person) and all such tax returns, when filed, were true, correct and complete in all material respects, and (ii) has paid or has caused to be paid all income and all materialnon-incomeTaxestheyarerequiredtopay(orthatarerequiredtobepaidwithrespectto such Person) shown as due on such Tax returns, other than those Taxes that such Person is contesting in good faith and by appropriate proceedings, with adequate cash reserves established for such Taxes to the extent required by GAAP and there are no tax audits, examinations, investigationsorotheradministrativeorcourtproceedingspendingorthreatenedinwritingagainst suchentities(including withrespecttoitsTaxes, Taxreturns oritsassets).Asofthedatehereof, there are no Taxes that are being contested in accordance with the previous sentence.No GovernmentalAuthorityhasassertedor,toBorrower’sknowledge,threatenedinwritingtoassert,

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anydeficiencyorassessment,orproposed,orthreatenedinwritingtoproposeanyadjustment,for anymaterialTaxesagainst,orwithrespectto,anyBorrowerEntitythathasnotbeenfullyresolved. There are no liens for Taxes (other than Permitted Liens) upon any of the assets of any Borrower Entity.No Borrower Entity (x) has executed or granted any waiver or agreed to any extension with respect to any statute of limitations on the assessment or collection of any income or other materialTaxorwithrespecttothefilingofanyTaxreturn(otherthananautomaticsix(6)month extension), in each case, relating to a Borrower Entity or any of its assets or (y) has in effect any power of attorney with respect to Taxes of a Borrower Entity or any of its assets.No claim has been made by a Governmental Authority in a jurisdiction where a Borrower Entity does not file TaxreturnsthatsuchBorrowerEntity(includingwithrespecttoitsTaxes,Taxreturnsoritsassets) is or may be subject to taxation by that jurisdiction.No Borrower Entity is a party to any Tax sharing, Tax allocation, Tax indemnity or similar agreement, other than customary tax indemnification provisions in any Material Project Document.All Taxes that are required to be withheld or collected by each Borrower Entity have been duly withheld and collected and, to the extentrequiredby applicableLegalRequirements, havebeenpaidtotheappropriateGovernmental AuthorityorproperlydepositedasrequiredbyapplicableLegalRequirements,excepttotheextent failuretodosocouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect.NoBorrower Entity has any material liability for Taxes of any other Person (A) under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or foreign law), (B) as a result of joint and/or several liability, (C) as a transferee or successor, (D) by contract or otherwise (other than customaryTaxindemnificationprovisionsinanyMaterialProjectDocumenttheprincipalpurpose of which is not the allocation or sharing of Taxes).No Borrower Entity has participated in a “reportable transaction” within the meaning of Treasury Regulations Section1.6011-4(b).The Parent, the Class B Member, Construction Holdco, and the Project Company are, and have been sincetheirformation,“disregardedentities”withinthemeaningofTreasuryRegulation Section301.7701-3forU.S.federalincometax purposes.TheTax Holdco is,andhasbeensince formation,eithera“disregardedentity”orpartnershipwithinthemeaningofTreasuryRegulations Section301.7701-3 for U.S. federal income Tax purposes.No affirmative elections have been filed with the IRS or any state or local taxing authority to treat any Borrower Entity as an association taxable as a corporation for U.S. federal, state or local income tax purposes.Neither the execution and delivery of the Operative Documents nor the consummation of any of the transactions contemplated by the Operative Documents will affect the foregoing described status of any Borrower Entity as a disregarded entity, partnership, or corporation, in each case, for U.S. federalincometaxpurposes.EachBorrowerEntityhasmadesuchelectionsandtakensuchother actions, and agrees and warrants that it shall at all times make such elections and take such other actions, as would permit any Borrower Entity to maintain the status described above for U.S. federal and applicable state and local income tax purposes, to the maximum extent permitted by applicable Governmental Rules.Each Borrower Entity has, since its formation, been a United States Person not subject to withholding under Section1445 or Section1446 of the Code.Since formation, no Borrower Entity, either separately or as a member of a consolidated, combined, unitary or similar return, has or has incurred, either directly or indirectly, any liability for Taxes, except to the extent such Taxes either (i) have been paid prior to the Borrowing Date, or (ii) are reflected in the Base Case Forecast.

(f)    Business.TheClassBMember hasnotconductedanybusinessother than (i)theownershipofTaxHoldco,andfromandaftertheTransferDatecausingTaxHoldcoto causetheProjectCompanytoacquire,develop,constructandoperatetheProjectand(ii)the

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business contemplated in the Material Project Documents from time to time.The Construction Holdcohasnotconductedanybusinessotherthan(A)theacquisitionandownershipoftheProject CompanyandcausingtheProjectCompanytoacquire,develop,constructandoperatetheProject and(B)thebusiness contemplatedintheMaterial ProjectDocumentsineffectfrom timetotime. TaxHoldcohasnotconductedanybusiness otherthan(x)theownershipoftheProjectCompany (from and after the Transfer Date) and causing the Project Company (from and after the Transfer Date) to acquire, develop, construct and operate the Project and (y) the business contemplated in the Material Project Documents in effect from time to time.The Project Company has not conducted any material business other than the business contemplated by the Material Project Documents.No Borrower Entity has any outstanding debt or other material liabilities except as contemplated by the Material Project Documents and except for Permitted Debt disclosed in Schedule 7.1(f) of the Disclosure Letter.

(g)    TitleandCollateral.Ineachcase,eachofthefollowingrepresentationsand warranties:

(i)    ExceptassetforthinSchedule7.1(g)(i)totheDisclosureLetter, eachoftheClassBMemberand/ortheProjectCompany,asapplicable,has(A)good and marketable title to a fee interest, or a valid and enforceable leasehold, easement or other interest,asapplicable,in,thePropertydescribedinScheduleAtotheOwner’sTitlePolicy, free and clear of all Liens except, Permitted Liens; and (B) good and marketable title to a feeinterest,oravalidandenforceableleasehold,easementorotherinterest,asapplicable, in, all personal property and assets comprising the Project, free and clear of all Liens except, Permitted Liens.Neither the Project Company nor the Class B Member has receivedanywrittennoticefromSiteOwnersastoanyclaimsofthirdpartiestotheProject Site,oranyportionthereof,thatwouldtakepriorityovertheProjectCompanyoritsinterest intheProjectSiteorthatcouldreasonablybeexpectedtohaveaMaterialAdverseEffect.

(ii)    Prior to the Term Conversion Date and subject to the provisions of the Deed of Trust, upon proper recordation of the Deed of Trust, the Lien of the Deed of Trust constitutes a first-priority Lien of record on Project Company’s interest in the real propertydescribedintheDeedofTrustsubjecttoPermittedLiensand,astothepriorityof such Liens, except for Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than, or equal priority to, the Liens granted by the Collateral Documents.

(iii)    ThesecurityinterestsgrantedtotheCollateralAgentpursuanttothe relevant Collateral Documents if in effect as of the date this representation is made (with respect to the Construction Collateral Documents, until the Term Conversion Date, and with respect to the Term Loan and BL Bridge Loan Collateral Documents, on the Term Conversion Date) in the Collateral that may be perfected by filing under the applicable UCC(A)constituteastopersonalpropertyincludedinsuchCollateraland,withrespectto subsequentlyacquiredpersonalpropertyincludedinsuchCollateral,willconstitute,afirst-priorityperfectedsecurityinterestandLienundereachapplicableUCCsubjecttonoother Liens except Permitted Liens and, as to the priority of such Liens, except for Permitted Liensthat,pursuanttoapplicablelaw,areentitledtoahigherprioritythan,orequalpriority to, the Liens granted by the Collateral Documents; and (B) are, and, with respect to such subsequently acquired property, will be superior and prior to the rights of all third-party Persons,astosuchCollateralperfectedundereachapplicableUCCandsubjecttonoother

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Liens except Permitted Liens and, as to the priority of such Liens, except for Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than or equal to the liens granted by the Collateral Documents.The Collateral Documents relating to such Collateral and the financing statements relating thereto have been duly filed (or on the Closing Date will be filed with respect to Construction Collateral Documents, or on the Term Conversion Date with respect to Term Loan and BL Bridge Loan Collateral Documents) in each office and in each jurisdiction where required in order to create and perfectthefirst-priorityLienandsecurityinterestsdescribedabove.TheParent,theClass B Member, the Construction Holdco, the Tax Holdco and the Project Company have properlydeliveredorcausedtobedeliveredtotheCollateralAgentallsuchCollateralthat requires perfection of the Lien and security interest described above by possession or control(includingall“certificatedsecurities”(asdefinedinArticle11oftheUCC)): (x)(1)inTaxHoldcoownedbyClassBMemberand(2)inClassBMemberownedbythe Parent; (y) prior to the Transfer Date, in the Project Company owned by the Construction Holdcoand(z)fromandaftertheTransferDate,intheProjectCompanyownedbytheTax Holdco.On the Closing Date, the Collateral Agent shall have received all original certificates representing all issued and outstanding membership interests in the Project Company, the Class B Member, the Construction Holdco and the Tax Holdco.The applicable Borrower Entities have taken all the steps necessary pursuant to the Account Control Agreement to give “control” (as such term is defined in Section 8-106(d) of the UCC of the State of New York) to the Collateral Agent over the Accounts.

(iv)    TheParenthastitleto,andisthesoleholderof,recordandbeneficial title to, all issued and outstanding membership interests in the Class B Member, free and clearofLiens, otherthan PermittedLiensofthetypesetforth inclauses(a)and(b)ofthe definition thereof.The Class B Member has title to, and is the sole holder of record and beneficialtitleto,allissuedandoutstandingmembershipinterestsintheTaxHoldco(and, fromandaftertheTransferDate,the“ClassB”ownershipinterestsintheTaxHoldco),in eachcasefreeandclearofLiens,otherthanPermittedLiensofthetypesetforthinclauses(a)and (b)of the definition thereof.Prior to the Transfer Date, the Construction Holdco hastitleto,andisthesoleholderofrecordandbeneficialtitleto,allissuedandoutstanding membershipinterestsintheProjectCompanyfreeandclearofLiens,otherthanPermitted Liens of the type set forth in clauses (a)and (b)of the definition thereof.From and after the Transfer Date, Tax Holdco has title to, and is the sole holder of record and beneficial title to, all issued and outstanding membership interests in the Project Company free and clearofLiens, otherthan PermittedLiensofthetypesetforth inclauses(a)and(b)ofthe definition thereof.

(v)    TheProjectSiteincludesalloftheland,andtheestateorinterestin such land described in ScheduleAoftheTitlePolicy, and no otherland, and theProperty assodescribed,whentakentogetherwiththenecessaryeasements,rightsofway,andother rights,thatarereasonablyexpectedtobeacquiredasandwhenreasonablyrequiredforthe construction of the Project in Material Compliance with the Schedule and Budget is sufficient to build and operate the Project.

(vi)    On or prior to Term Conversion, none of the “Exceptions from Coverage”listedinScheduleBoftheTitlePolicymateriallyinterferewiththeconstruction

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or operation of the Project or would reasonably be expected to have a Material Adverse Effect.

(vii)    On or prior to Term Conversion to the actual knowledge of the Borrower, the Project Site is not burdened by any encumbrances or title defects not listed in Schedule B to the Title Policy that would materially interfere with the construction or operationoftheProjectorcouldreasonablybeexpectedtohaveaMaterialAdverseEffect.

(h)    Investment Company, Holding Company Act, EWG, MBR Authority.As ofsuchdate,noBorrowerEntityis,andimmediatelyaftergivingeffecttothemakingofanyLoans madeonsuchdateandtheuseoftheproceedsthereofinaccordancewiththetermshereunder,no Borrower Entity will be, required to register or be subject to regulation as an “investment company” as defined in the Investment Company Act of 1940, as amended.As of such date, no BorrowerEntityisa“coveredfund”undertheVolckerRule(Section619oftheDodd-FrankWall Street Reform and Consumer Protection Act) as codified in Section13 of the Bank Holding Company Act of 1956, as amended.As of the date on which the Project Company first delivers or sells any electric energy (including test energy) or ancillary services (if any) from the Project, the Project Company will be, an EWG, the authorization or self-certification of which shall be in full force and effect.As of the date on which the Project Company first delivers or sells any electric energy (including test energy) or ancillary services (if any) from the Project, the Project Company will haveobtained MBR Authority from FERC, which shall be in full forceand effect. The Project Company is not subject to regulation as a “public utility” by the CPUC.

(i)    GovernmentalRegulation.

(i)    Neither the Administrative Agent nor any Secured Party, nor any “affiliate” (as that term is defined in Section1262(1) of PUHCA) of any of them will, solelyasaresultofthesiting,construction,ownership,leasingoroperationoftheProject, the sale of electricity at wholesale by the Project Company or the entering into any Operative Document or any transaction contemplated hereby or thereby, be subject to, or notexemptfrom,regulationundertheFPAorPUHCAorfinancial,organizationalorrate regulation as a “public utility” by the CPUC; provided, however, that the exercise of any remedy provided for in any such Operative Document that would result in a direct or indirect change in ownership of or control over the Class B Member, the Construction Holdco, theTax Holdco, theProject Company ortheProject orthesaleofelectricenergy at wholesale may result in certain regulation under the FPA or PUHCA, unless the Administrative Agent or the Secured Parties, as applicable, otherwise qualify for an exemption or exclusion from such regulation; and

(ii)    NoBorrowerEntitywill,solelyasaresultofthesiting,construction, ownership, leasing, or operation of the Project by the Project Company, the sale of electricity at wholesale by the Project Company or the entering into any Operative Documentoranytransactioncontemplatedherebyorthereby,besubjectto,ornotexempt from, regulation as a “holding company” within the meaning of Section1262(8) of PUHCA, except as of the date the Project Company first delivers or sells any electric energy (including test energy)or ancillary services (ifany) from theProject:(y)as to the Project Company, regulation as an EWG, “electric utility company”, “public-utility company,”“associatecompany”and“affiliate”asthosetermsaredefinedinPUHCA,and

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(z) as to the Class B Member, the Construction Holdco (prior to the Term Conversion Date),theTaxHoldcoandtheParent,regulationasa“holdingcompany”thatisaholding company solely with respect to an EWG that is subject to Section1265 of PUHCA, “associatecompany”and“affiliate,”asthosetermsaredefinedinPUHCA.NoBorrower Entity is subject to regulation under any Governmental Rule as to securities, rates or financialororganizationalmattersthatwouldprecludetheincurrenceorrepaymentofthe principal of or interest on any Loans, or the incurrence by any Borrower Entity of any of theObligations ortheexecution, delivery and performanceby any BorrowerEntity ofthe Operative Documents to which it is party.No Borrower Entity will be deemed by the CPUC to be subject to financial, organizational or rate regulation as a “public utility”.

(j)    Regulations T, U, X, Etc.None of the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company is engaged principally, or as one of its principal activities,inthebusinessofpurchasingorcarryingmarginstock(asdefinedorusedinRegulations T,UorXoftheFederal ReserveBoard)orextending credit forsuch purposes, and no part ofthe proceeds of the Loans or any Letters of Credit will be used to “purchase” or “carry” any such “marginstock”assodefined,ortoextendcredittoothersforthepurposeofpurchasingorcarrying any such margin stock or otherwise in violation of Regulations T, U or X of the Federal Reserve Board.

(k)    Financial Statements.The most recent financial statements (including the notes thereto) delivered in respect of the Tax Holdco, the Class B Member, the Construction Holdco, the Project Company and the Sponsor (providedthat this representation shall only apply totheSponsorduringtheperiodanySponsorGuarantyisineffect)pursuanttoSection6.1(p)and Section8.4,asapplicable,ineachcase,priortotherelevantdateswhenthisrepresentationismade ordeemedmadehereunder,fairlypresentinallmaterialrespectsthefinancialconditionoftheTax Holdco,theClass BMember,theConstructionHoldco,theProjectCompanyandtheSponsor, as applicable,asofthedatethereof,subject,inthecaseofunauditedfinancialstatements,totheyear-end audit adjustments.The most recent financial statements of the Tax Holdco, the Class B Member, the Construction Holdco, the Project Company and the Sponsor delivered underSection8.4have been prepared in accordance with GAAP.No such Person has any material liabilitiesrequiredtobedisclosedinaccordancewithGAAP,exceptashasbeendisclosedinsuch financialstatementsorotherwisedisclosedinwritingtotheAdministrativeAgentpriortothedate hereof.

(l)    Existing Defaults.Except as set forth in Schedule 7.1(l) of the Disclosure Letter, (i) no Borrower Entity is in default under any material term of any Material Project Documenttowhichitisaparty,and,(ii)totheknowledgeoftheClassBMember,theConstruction Holdco, the Tax Holdco or the Project Company, no counterparty to any Material Project Document is in default under any material term of any Material Project Document.

(m)    NoDefault.NoDefaultorEventofDefaulthasoccurredandiscontinuing.

(n)    Litigation.Except as set forth in Schedule 7.1(n) to the Disclosure Letter, therearenopendingor,totheClassBMember’s,theConstructionHoldco’s,theTaxHoldco’sor the Project Company’s knowledge, threatened in writing actions or proceedings of any kind, including actions or proceedings of or before any Governmental Authority, to which the Class B Member,theConstructionHoldco,theTaxHoldco,ParentortheProjectCompanyisapartyoris

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subject, or by which it is bound, that, if adversely determined against the Class B Member, the Construction Holdco, the Tax Holdco, Parent or the Project Company, could reasonably be expected to have a Material Adverse Effect.

(o)    Disclosure.

(i)    As of the Closing Date, no statement or information contained in this Agreement, any Financing Document, or any certificate furnished to the Administrative Agent or the Lead Arrangers for use in connection with the transactions contemplated by this Agreement and the other Financing Documents by the Class B Member,theConstructionHoldco,theTaxHoldcoortheProjectCompanyinconnection withthetransactionscontemplatedbythisAgreementandtheotherFinancingDocuments (other than (i) any projections and other pro forma or forward-looking information, includinganyrevenue,operatingexpenses,estimates,budgetsandprojectionsintheBase Case Forecast, (ii)any reports prepared by third party consultants (other than information providedbyBorroweroritsrepresentativesinconnectionwithsuchreports),(iii)forward-looking budgets or statements, and (iv) any general industry or economic information), when taken as a whole, when furnished, with other disclosures by or on behalf of the Borrower Entities, contains as of the date of such statement or information was furnished (taking into account any updated or supplemental information), any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading under the circumstances in which they were made at the time such statements were made.

(ii)    TheBorrower’sconfirmationunderSection6.1(g)oftheBeneficial OwnershipCertificationwithrespecttoanyBorrowerEntitythatqualifiesasa“legalentity customer” is true and correct in all material respects.

(p)    No Other Subsidiaries.Parent has no Subsidiaries other than prior to the TransferDate,theClassBMemberandtheTaxHoldco,andfromandaftertheTransferDate,the Class B Member, the Tax Holdco and the Project Company.The Class B Member has no Subsidiariesotherthan,priortotheTransferDate,theTaxHoldco,andfromandaftertheTransfer Date, the Tax Holdco and the Project Company.Prior to the Transfer Date, the Tax Holdco has no Subsidiaries, and from and after the Transfer Date, the Tax Holdco has no Subsidiaries other thantheProjectCompany.PriortotheTransferDate,theConstructionHoldcohasnoSubsidiaries other than the Project Company.The Project Company has no Subsidiaries.

(q)    CompliancewithLaw.TheClassBMember,theConstructionHoldco,the Tax Holdco and the Project Company have complied with all applicable Governmental Rules (including ERISA matters) other than any noncompliance that could not reasonably be expected to result in a Material Adverse Effect.The Project Site is in compliance with all applicable Governmental Rules (including ERISA matters) other than any noncompliance that could not reasonably be expected to result in a Material Adverse Effect on the Project or such Borrower Entity.

(r)    No Other Bank Accounts.Subject to Section2(q) (Permitted Tax/Credit/Equity MIPA Accounts) of the Account Control Agreement and except as set forth in Schedule 7.1(r)to the Disclosure Letter, none of the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company has any “account” with a “bank” (within the meaning of

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Sections4-104(a)(1)and4-105(1)oftheUCC,respectively)orany“securitiesaccount”otherthan (i) the Collateral Accounts established in accordance with the Account Control Agreement, (ii) from and after the Transfer Date, one or more accounts in the name of the Tax Holdco or the ProjectCompanymaintainedincompliancewiththeTaxDocuments(providedthatnofundsmay bedepositedinanysuchTaxHoldcoorProjectCompanyaccountpriortoTermConversion),and (iii)theFinalCompletionReserveAccount(providedthatnofundsmaybedepositedintheFinal Completion Reserve Account prior to the Term Conversion Date).

(s)    Projections.As of the Closing Date, the Initial Funding Date, the Term Conversion Date, and each other date on which they are required to be delivered hereunder, each oftheClassBMember,theTaxHoldcoandtheProjectCompanyrepresentsandwarrantshereby that the projections in the Base Case Forecast have been prepared in good faith and are based on assumptionsthattheBorrowerbelievedtobereasonableatthetimeofpreparationanddelivery,it being understood that such projections are not to be viewed as fact and may vary from actual results and that such variances may be material.

(t)    [Reserved.]

(u)    Permits.

(i)    All Applicable Permits, other than any Permits (x) whose absence would not have a Material Adverse Effect or (y) that are immaterial and of a type that are routinely granted on application, ministerial and non-discretionary innature and would normally be obtained in the ordinary course of business prior to the time such Permits become Applicable Permits, required to have been obtained from any Governmental Authority on the Closing Date are identified on Schedule 7.1(u) to the Disclosure Letter.

(ii)    As of theClosing Date, Initial Funding Date, each Borrowing Date and the Term Conversion Date, each Applicable Permit identified in Part I of Schedule 7.1(u) to the Disclosure Letter has been obtained, and is validly issued, final and in full force and effect as of such applicable date, and is not subject to any appeals or further proceedings or to any unsatisfied condition that could reasonably be expected to allow material adverse modification, suspension, termination or revocation.

(iii)    As of theClosing Date, Initial Funding Date, each Borrowing Date andtheTermConversionDate,noneoftheApplicablePermitslistedinPartIofSchedule 7.1(u) to the Disclosure Letter already obtained by the Project Company has been materially adversely modified, amended or supplemented except as otherwise permitted under this Agreement or reflected on Schedule 7.1(u) to the Disclosure Letter.

(iv)    As oftheClosing Date, Initial FundingDate,each Borrowing Date and the Term Conversion Date, to the Borrower’s knowledge, there are no facts that exist which would reasonably be expected to cause any Permit, of the type listed in Part II of Schedule7.1(u)totheDisclosureLetternottobeobtainedinduecoursebeforeitbecomes an Applicable Permit.

(v)    As oftheClosing Date, Initial FundingDate,each Borrowing Date andtheTermConversionDate,noneoftheClassBMember,theConstructionHoldco,the TaxHoldco,ortheProjectCompanyisinviolationofarequirementofanyApplicable

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Permit identified on Schedule 7.1(u) to the Disclosure Letter other than any violation that could not reasonably be expected to result in a Material Adverse Effect.

(vi)    To the extent required by applicable Governmental Rule, each ApplicablePermitidentifiedonSchedule7.1(u)totheDisclosureLetter,isorwillbeheld in the name of the Project Company or (solely with respect to those Applicable Permits that arerequired to beheld by orin thenameofan operatoroffacilities orcontractor)the Operator.

(v)    There are no proceedings pending or, to the Borrower’s knowledge, threatened (in writing), which, if determined adversely to the interests of the Project, could reasonablybeexpectedtoresultinthematerialadversemodification,revocationorterminationof any obtained energy regulatory Permit or the imposition of any material penalty thereunder.To the Borrower’s knowledge, no Governmental Authority has issued any written notification to the Projectindicatingintentiontocancel,revoke,terminate,suspend,denyornotrenew(totheextent subject to renewal) any obtained Permits issued by the CPUC, CAISO, FERC, and/or NERC.

(w)    EnvironmentalMatters.

(i)    TotheknowledgeoftheBorrower,noneoftheBorrowerEntitiesis or has been in violation of any Environmental Law or any Permit issued under EnvironmentalLawwithrespecttotheProjectortheProjectSite,exceptforanyviolation that would not reasonably be expected to have a Material Adverse Effect.

(ii)    To the knowledge of the Borrower, none of the Borrower Entities have used, Released, discharged, generated, manufactured, produced, treated, handled, stored, ordisposed ofHazardous Substances in, on, under, orabout theProject Siteorthe improvementswithrespecttotheProjectortransported,arrangedorpermittedthedisposal thereto or therefrom of any Hazardous Substances in a manner that would reasonably be expected to constitute a Material Adverse Effect.

(iii)    To the Borrower’s knowledge or to the knowledge of the Project Company, there are no underground tanks or surface impoundments whether operative or temporarily or permanently closed, located on the Project Site or the improvements with respecttotheProject,the presenceof whichwouldreasonablybeexpected toconstitutea Material Adverse Effect.

(iv)    ExceptasdisclosedonSchedule7.1(w)(iv)oftheDisclosureLetter, totheknowledgeoftheClassBMember,theConstructionHoldco,theTaxHoldcoorthe Project Company, there is no existing condition, event, or circumstance relating to the ProjectSitethatwouldreasonablybeexpectedtoformthebasisofanymaterialobligation orliabilityofanyBorrowerEntity,oranymaterialcurtailmentorothermateriallimitation on operation of the Project as contemplated by the Financing Documents, under any Environmental Law.

(v)    There is no Environmental Claim pending or, to the knowledge of any Borrower Entity, threatened in writing with respect to the Project Site or the improvements with respect to the Project, or any of the Borrower Entities with respect to theProject, andnoneoftheBorrowerEntitieshas receivedany written noticeofany such

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material Environmental Claim that in each case would reasonably be expected to have a Material Adverse Effect.

(x)    Utilities; Roads.Except as disclosed on Schedule 7.1(x) to the Disclosure Letter,allutilityservices,roadwayaccessandpowerconnectionservicesreasonablynecessaryfor the construction or operation of the Project for its intended purposes are available or will be so available under the Material Project Documents as and when reasonably required upon commercially reasonable terms, except where any unavailability or delay in availability of any such services would not reasonably be expected to have a Material Adverse Effect.Except as disclosed on Schedule 7.1(x) to the Disclosure Letter, all necessary easements, rights of way, agreementsandotherrightsfortheinterconnectionandutilizationoffeederlinesandforaccessto theProjecthavebeenacquiredorarereasonably expectedtobeacquiredasandwhenreasonably requiredfortheconstructionoftheProjectinMaterialCompliancewiththeScheduleandBudget, exceptwhereanyunavailabilityordelayinavailabilityofanysuchserviceswouldnotreasonably beexpectedtohaveaMaterialAdverseEffect.Alloftheeasements,rightsofwayandotherrights of the Project Company provide the Project Company with a valid and enforceable leasehold or easement interest thereto free and clear of all Liens, encumbrances and other exceptions to title otherthanPermittedLiens,andallsuchleases,easementsandrightsprovideadequateingressand egress in connection with the construction, operation, maintenance and utilization of the Project under the Material Project Documents.

(y)    SufficiencyofProjectDocuments.ExceptasdisclosedonSchedule7.1(y) to the Disclosure Letter and except for those that can be reasonably expected to be commercially availablewhenandas required,asoftheClosing Date, InitialFundingDateandeachsubsequent Borrowing Date, the services to be performed, the materials to be supplied, the real property interests and the other rights granted pursuant to the Project Documents are sufficient to enable the Project to be constructed, operated and maintained on the Project Site in such manner as is assumedintheBaseCaseForecast.AsoftheTermConversionDate,theservicestobeperformed, thematerialstobesupplied,therealpropertyinterestsandtheotherrightsgrantedpursuanttothe Project Documents are sufficient to enable the Project to be owned, operated and maintained on theProjectSiteinsuch manneras isassumedin theBaseCaseForecast,exceptforthosethatcan bereasonablyexpectedtobecommerciallyavailablewhenandasrequired.TheMaterialProject Documents are the only material agreements (other than the Financing Documents) in existence as of the Closing Date with respect to the construction and operation of the Project.

(z)    Insurance.AllinsurancepoliciesrequiredtobemaintainedbytheBorrower underSection8.17andrepresentedbyinsurancepoliciesorbindersprovidedtotheAdministrative Agent pursuant to Section6.1(u)have been obtained, all premiums due thereon have been paid and arein full force and effect and theBorrower has not received any noticeofcancellation from the relevant insurers with respect to such policies as are then in effect.

(aa)    Bankruptcy Event.No Bankruptcy Event has occurred and is continuing with respect to any Borrower Entity, the Sponsor Support Provider (providedthat this representation shall only apply to the Sponsor Support Provider during the period any Sponsor Support Document is in effect) or, to the knowledge of the Class B Member, the Construction Holdco,theTaxHoldcoortheProjectCompany,withrespecttoanyKeyProjectParticipant,any TCPurchaser(aftertheapplicableTCPurchaseEffectiveDateandpriortotheTCPurchaseFinal

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Funding Date) or the Pref Equity Investor (after the Pref Equity Effective Date and prior to thefinal funding date under the Pref Equity Documents).

(bb)    OFAC and Related Matters.The Borrower Entities and the Sponsor (providedthat this representation shall only apply to the Sponsor during the period any Sponsor Guaranty is in effect), and their respective officers, employees, directors and agents, in each case in their capacity as such, are in compliance with applicable Sanctions.None of the transactions contemplated hereby would reasonably be expected to violate any applicable Sanctions or applicable Anti-Money Laundering Laws.

(cc)    Sanctions. NoneoftheBorrowerEntitiesortheSponsor(providedthatthis representationshallonlyapplytotheSponsorduringtheperiodanySponsorGuarantyisineffect) or any of their respective directors or officers or, to the Borrower’s knowledge, any of their employees or agents, in each case in their capacity as such (i) is the subject or target of any Sanctions; (ii) operating from, or organized or resident in a country, region or territory that is the subject of comprehensive Sanctions (each a “Sanctioned Country”) (currently, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic and Zaporizhzhia and Kherson Regions of Ukraine), (iii) is the Government of a Sanctioned Country or the Government of Venezuela, or (iv) is fifty percent (50%)ormoreownedorcontrolleddirectlyorindirectly,byoractingfororonbehalfofanysuch PersonorPersonsdescribedinanyoftheforegoing(i)through(iii)(suchPersondescribedinany of the foregoing (i) through (iv), a “Sanctioned Person”).

(dd)    Anti-CorruptionandAnti-MoneyLaunderingLaws. NoneoftheBorrower Entitiesor,totheBorrower’sknowledge,theSponsor(providedthatthisrepresentationshallonly applytotheSponsorduringtheperiodanySponsorGuarantyisineffect)oranyoftheirrespective directors, officers, employees or agents, in each case in their capacity as such, is, or has been throughout the past five (5) years, in violation of (i) applicable Anti-Corruption Laws (which prohibit,amongotherthings,offeringorgiving(orpromisingorauthorizingtheofferingorgiving of)anythingofvalueoranypaymenttoaGovernmentOfficialoranyotherPersonwhileknowing orhavingreasontoknowthatalloraportionofsuchmoneyoritemofvaluemaybeoffered,given or promised to any Government Official for the purpose of influencing any action or decision of suchPerson,includingadecisiontofailtoperformsuchPerson’sofficialfunction,ortoinfluence any act or decision of such Governmental Authority, in each case to assist Borrower in obtaining or retaining business, or directing business to any Person) or (ii) applicable Anti-Money Laundering Laws.

(ee)    Tax Transaction Proceeds.The Borrower has not been notified, and is not otherwise aware, of any event, condition or circumstance that could reasonably be expected to result in 98% of the expected Tax Transaction Proceeds being less than the sum of: (i) the outstanding Bridge Loans at such time (including any Bridge Loan requested in such Notice of Bridge Loan Borrowing, if applicable) plus(ii) the amount of any Bridge Loans the Borrower reasonably expects to request on and prior to the Term Conversion Date.

(ff)    InvestmentTaxCreditMatters.

(i)    None of the Class B Member, the Construction Holdco, the Tax Holdco (other than as a result of the Acceptable Pref Equity Investor’s ownership) or the Project Company is a Disqualified Person.

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(ii)    The Project is “energy storage technology” within the meaning of Section 48E(c)(2) of the Code.

(iii)    No Borrower (or any Affiliate of the Borrower) has applied to the IRS or any state tax authority for any Tax ruling with respect to such Borrower or any Project, including any application for a private letter ruling that has been withdrawn.

(iv)    None of the Class B Member, the Construction Holdco, the Tax Holdco (other than as a result of the Pref Equity Investor’s ownership) nor the Project Companyis(orwillbe)a“relatedperson”forpurposesofSection267or707oftheCode to an Offtaker for U.S. federal income tax purposes.

(v)    If a TC Purchase Agreement has been entered into, none of the ProjectCompanyoritsregardedowneris(orwillbe)a“relatedperson”withinthemeaning of Section267(b) or 707(b)(1) of the Code to any transferee of ITCs for purposes of Section 6418 of the Code.

(vi)    Lessthantenpercent(10%)ofthefairmarketvalueoftheproperty, materialsandpartsthatcomprisetheProjectonthedatesuchpropertywasplacedinservice forU.S.federalincometaxpurposes,consistedofproperty,tools,materialsandpartsused byanypersonotherthan theTaxHoldcoortheProjectCompany(ortheEPCContractor) (other than in connection with the construction, start-up, testing, and commissioning of such Project).

(vii)    (x) No grant has been applied for under Section1603 of the AmericanRecoveryandReinvestmentActof2009withrespecttoanypropertythatispart of any Project that would cause a reduction in the amount of the ITC for the Project has been filed or submitted and (y) no proceeds of any issue of state or local government obligations have been used to provide financing for any Project, the interest on which is exemptfromtaxunderSection103oftheCode(withinthemeaningofSection45(b)(3)(A) of the Code); providedthat, for the avoidance of doubt, the foregoing clauses shall not be applicable to the DEBA Grant.

(viii)    TherepresentationsandwarrantiesmadebytheClassBMemberset forth in the executed Domestic Content Bonus Certificate, the Energy Community Bonus Certificate, Prevailing Wage and Apprenticeship Certificate, and the Beginning of Construction Certificate, in each case, are true and correct.

(ix)    The Project (including each “unit of energy storage technology” as defined in Treasury Regulations Section1.48E-2(g)(2)) satisfies the prevailing wage and apprenticeship requirements set forth in Sections 48E(d)(3)-(4) of the Code.

(x)    None of the Class B Member, the Construction Holdco, the Tax HoldconortheProject Companyhastakenorwilltakeapositiononanytaxreturnthatis inconsistentwitheachProjectbeingplacedinserviceforU.S.federalincometaxpurposes bytheTaxHoldcoandthe“originaluse”(withinthemeaningofSection48EoftheCode) of each Project and any property that is part of such Project commencing with the Tax Holdco.NoPerson(otherthantheTaxHoldcooraTCPurchaseraftertheProjectisplaced inservice)hasclaimedonanytaxreturnanydepreciationoramortizationdeductions,

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ITCs, renewable energy production tax credits pursuant to Section45 of the Code or any othertax creditsordeductionsthatareavailablewithrespect toownership oroperationof any Project or any property that is part of any Project.

(xi)    The Project (including each “unit of energy storage technology” as defined in Treasury Regulations Section1.48E-2(g)(2)) satisfies the domestic content requirements set forth in Section 48E(a)(3)(B) of the Code.

(xii)    No Borrower Entity has received any written, or, to the knowledge of the Borrower, any other notice, demands or inquiries by any Governmental Authority that is, or could reasonably be interpreted as, a challenge to the availability or amount of the ITC, including any request for information with respect thereto.

(xiii)    The Project, including all ITC Eligible Property (as defined in the Pref Equity ECCA), is within, and will be placed in service within, an energy community within the meaning and for purposes of Section 48E(a)(3)(A) of the Code and IRS EC Notices.

(xiv)    None of Borrower, Sponsor or Tax Holdco is a Specified Foreign Entity(otherthanasaresultofabreachoftherepresentationsorcovenantsinSection5.13or Section7.2or a breach attributable to an action or inaction of a Secured Party).Tax Holdco is not, nor will it become, a Foreign Influenced Entity.

(xv)    None of Borrower, Sponsor or Tax Holdco has made a payment to a Specified Foreign Entity pursuant to a contract, agreement, or other arrangement which entitles such entity (or any related entity, as determined pursuant to Section 7701(a)(51)(I)(vi) of the Code) to exercise “effective control” (within the meaning of Section 7701(a)(51)(D)(ii) of the Code) over any energy storage technology included in the Project.

(xvi)    NoneofBorrower,SponsororTaxHoldcoisapartytooneormore agreementsorarrangementswhichprovideoneormorecontractualcounterpartiesthatare Specified Foreign Entities with specific authority over key aspects of the energy storage technologyincludedintheProject(withinthemeaningofSection7701(a)(51)(D)(ii)(I)(aa) of the Code).

(xvii)    None of Borrower, Sponsor or Tax Holdco has granted to a Specified Foreign Entity an unrestricted contractual right to (a) determine the amount or timing of activities related to the storage of energy in the Project, (b) determine which entity may purchase or use the output of the Project, (c) restrict access to data critical to storage of energy or to the site of production or any part of an energy storage technology with respect to the Project, or (d) on an exclusive basis, maintain, repair, or operate any plant or equipment which is necessary to the production of electricity at the Project.

(xviii)    NoneofBorrower,SponsororTaxHoldcoisapartytoanylicensing agreementwithaSpecifiedForeignEntityfortheprovisionofintellectualproperty(orany othercontract,agreementorotherarrangemententeredintowithacontractualcounterparty that is a Specified Foreign Entity related to such licensing agreement) with respect to energy storage technology, in each case, included in the Project either (a) entered into (or

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modified) on or after July 4, 2025, or (b) pursuant to which the contractual counterparty retains a contractual right to (i) direct the operation of any energy storage technology, (ii) limit the utilization of intellectual property related to the operation of an energy storage technology,(iii)receiveroyaltiesunderthelicensingagreementoranysimilararrangement (or payments under any related agreement) beyond the 10th year of the agreement (including modifications or extensions), or (iv) direct or otherwise require the Project Company(oranyrelatedparty)toenterintoanagreementfortheprovisionofservicesfor a duration longer than two (2) years (including any modifications or extensions).

(xix)    (x) Each of the representations and warranties of any Borrower Entity under the Pref Equity Documents and the TC Purchase Documents are true and correctinallmaterialrespectswhengivenandwillbetrueinallmaterialrespectsasofany date such representation, warranty or covenant is required to be made under such agreementand(y)noBorrowerEntityhasbreached,orisinbreachof,anycovenantunder thePrefEquityDocumentsandtheTCPurchase Documentstotheextent that abreachof suchrepresentationorwarrantyorthebreachofsuchcovenant,respectively,wouldresult in any inabilityto claim,loss, reduction, recapture, disallowance or deferral of the ITC or other anticipated Tax benefits for federal or, to the extent reflected in the Base Case Forecast, state or local Tax purposes otherwise available.

(gg)    AdditionalMatters.

(i)    NoneoftheProjectCompany,theClassBMember,theTaxHoldco ortheConstructionHoldcohasreceivedanoticeofanyactualorthreatenedcondemnation oreminentdomainproceedingsbyanyGovernmentalAuthoritywithrespecttotheProject or the Project Site.

(ii)    The Project and all Project-related improvements constructed as of the date this representation is made, lie within the boundaries of the land described in the Deed of Trust.

(hh)    Certain Policies.Each of the Borrower Entities and their respective subsidiarieshaveinstitutedandmaintainpoliciesandproceduresdesignedtopromoteandachieve compliancewithapplicableAnti-CorruptionLaws,Anti-MoneyLaunderingLawsandSanctions.

7.2    Representations and Warranties of Lenders.Each Lender makes the following representation and warranty to, and in favor of, the Borrower as of the Closing Date and each LenderRepresentationBringdownDate,thattotheknowledgeofsuchLender,suchLenderisnot a Specified Foreign Entity.

ARTICLE8    AFFIRMATIVECOVENANTSOFTHEBORROWER

The Borrower covenants and agrees that prior to the Discharge Date, unless the AdministrativeAgent (acting at thedirection oftheMajority Lenders, orwith respect to Sections 8.35, 8.36 or any other provision requiring consent of the Supermajority Lenders, the SupermajorityLenders)waivescomplianceinwriting,theBorrowershallperform,andshallcause each Borrower Entity (providedthat, for the avoidance of doubt, each covenant made by Construction Holdco shall only be applicable prior to the Term Conversion Date), as applicable, to perform all of the provisions set forth in this Article 8:

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8.1    UseofProceeds.

(a)    The Borrower shall use the proceeds of the Construction Loans and the BridgeLoansto,withoutduplication,(i)fundProjectCostsforthedevelopmentandconstruction of the Project, (ii) pay fees, costs and expenses as required under this Agreement (including pursuant to Sections1.3, 5.1and 17.4), (iii) to pay all costs, fees, expenses (including legal fees and expenses), hedge settlement costs (including contingent hedge settlement costs) and other compensation payable to the Lenders, the LC Issuers and the Agents and on the Initial Funding Date, and (iv) to make any distributions permitted under the Financing Documents including an equity true-up payment to the Sponsor onthe Initial Funding Date in an amount equal tothe sum of all project costs paid for by the Sponsor through the Initial Funding Date and not otherwise reimbursedbytheBorrowerEntities(excludingamountspaidforthe InitialEquityContribution) in an amount equal to the Initial Funding Date Reimbursement.

(b)    The Class B Member shall use the proceeds of the Term Loans and, if applicable, the Bridge Loans to (i) repay outstanding amounts under the Construction Loans, including any interest, fees, other amounts or other Obligations then accrued with respect thereto or in connection therewith up to an aggregate amount of Term Loans supported by the updated Base Case Forecast and (ii) if applicable on the Term Conversion Date, to make the Term Conversion Reimbursement.

(c)    TheClassBMembershallusetheproceedsoftheBLBridgeLoanstorepay outstandingamountsunderthe BridgeLoans, includinganyinterest,fees, otheramountsor other Obligationsthenaccruedwithrespecttheretoorinconnectiontherewithuptoanaggregateamount of BL Bridge Loans supported by the updated Base Case Forecast.

8.2    ProjectRevenues;Obligations.

(a)    Unless otherwise set forth in this Agreement or directed by the AdministrativeAgentpursuanttothisAgreement,theBorrowershalldepositallProjectRevenues for application pursuant to the Account Control Agreement.

(b)    Each Borrower Entity shall pay all of its material obligations as and when due and payable, including trade payables in the ordinary course of business and Taxes and Tax claims, except such obligations as may be contested in good faith by such Borrower Entity, or as to which a bona fide dispute may exist, providedthat, (i) the non-payment of such obligation pending the resolution of such contest or dispute could not reasonably be expected to have a MaterialAdverseEffect;or(ii)withrespecttoanysuchdisputesrelatingtoamountsofmorethan five hundred thousand dollars ($500,000), the provision is made to the satisfaction of the Administrative Agent in its reasonable discretion for the posting of security (other than the Collateral) for, or the bonding of, such obligations.

(c)    The Project Company shall, on a monthly basis solely to the extent of available cash of the Project Company (before making any distributions), reserve and maintain until applied to the intended use, an amount reasonably determined to cause the Major Maintenance Reserve Account to contain sufficient funds as and when required to pay in full the obligations projected to become due and payable in respect to major maintenance of the Project during the next twelve (12) months (such expenses in no event to be greater than the amounts of suchexpensesreflectedintheAnnualOperatingBudget)(the“MajorMaintenanceReserve

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Amount”); provided, that the amounts reserved shall in no event be greater than the amounts set forth in the Base Case Forecast.

(d)    The Project Company shall, in each case, on a quarterly basis solely to the extent of available cash of the Project Company (before making any distributions), reserve and maintain the Minimum Augmentation Reserve Requirement in the Augmentation Reserve Account, until applied to the intended use; provided, that the amounts reserved shall in no event be greater than the amounts set forth in the Base Case Forecast.

8.3    Notices.The Borrower shall promptly, upon acquiring written notice or giving written notice, as the case may be, or any Borrower Entity obtaining knowledge thereof, give written notice to the Administrative Agent of:

(a)    Any litigation, action or proceeding pending or, to any Borrower Entity’s knowledge, threatened in writing against any Borrower Entity, or, to any Borrower Entity’s knowledge, pending or threatened in writing against the Project (i) involving claims against it, or the Project, in excess of one million five hundred thousand dollars ($1,500,000), (ii) seeking any injunctive, declaratory or otherequitablereliefthat, ifadversely determined, could be reasonably expected to have a Material Adverse Effect, or (iii) instituted for the purpose of, or otherwise involving, revoking, terminating, suspending, withdrawing, materially adversely modifying or withholding any Applicable Permit or any Material Project Document that, if adversely determined, could be reasonably likely to result in a Material Adverse Effect;

(b)    Any material update regarding the status of any litigation for which notice is required under Section 8.3(a);

(c)    Any dispute or disputes which exists between Borrower and any GovernmentalAuthorityandwhichinvolves(i)claimsagainstanyBorrowerEntityortheProject which individually exceed one million five hundred thousand dollars ($1,500,000) or in the aggregateinanyfiscalyearexceedtwomillionsevenhundredfiftythousanddollars($2,750,000), (ii)material injunctive or declaratory relief, or (iii) imposition of additional material conditions with respect to either oftheforegoing, in each casedescribing theparticulars ofsuch disputeand the actions the Borrower proposes to take with respect thereto;

(d)    Any Default or Event of Default together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take with respect to such Default or Event of Default;

(e)    Any casualty, damage or loss, whether or not insured, through fire, theft, other hazard or casualty, if such casualty, damage or loss affects it or the Project, involving a probablelossinexcessofonemillionfivehundredthousanddollars($1,500,000)oranymaterial curtailment of operation or in deliveries of electrical production from the Project or any forced outageoftheProjectunderanyOfftakeAgreementthatwouldreasonablybeexpectedtolastmore thanforty-eight(48)hours,andtheBorrowershallkeeptheAdministrativeAgenttimelyapprised ofanyinsuranceclaimproceedingsrelatedtosuchcasualtyorloss,includinganynoticereceived fromanyinsurancecompanyindicatingthatitisnotobligatedtopayanynamedinsured,orthatit iswithholdinganyamountsthattheBorrowerisclaimingaredueandpayableunderanyinsurance policy maintained by any Borrower Entity;

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(f)    Any matter which has or, in the Borrower’s reasonable judgment, would reasonably be expected to have, a Material Adverse Effect;

(g)    The occurrence of an Event of Eminent Domain in connection with the Project exceeding seven hundred fifty thousand dollars ($750,000) for any one event;

(h)    AnycontractualobligationsincurredbyanyBorrowerEntityfortheProject exceeding one million dollars ($1,000,000) in the aggregate in any fiscal year of the Borrower Entities, not including any obligations incurred pursuant to the Operative Documents or any obligation contemplated in the Annual Operating Budget;

(i)    AnyintentionalwithholdingbyBorrowerEntitiesofcompensationdueand payabletoanyKeyProjectParticipantpartytoaConstructionContractotherthanretentionorset off provided or allowed by the express terms of such Construction Contract other than as could not reasonably be expected to have a Material Adverse Effect;

(j)    Any notice of material event of default or termination given or received underanyMaterialProjectDocumentthenineffectand,totheknowledgeofanyBorrowerEntity, the occurrence of any material breach or default under any Material Project Document then in effect;

(k)    Any (i) fact, circumstance, condition or occurrence at, on, or arising from, theProjectSiteorwithrespecttotheProjectthatresultsorwouldreasonablybeexpectedtoresult in a material Environmental Claim under any Environmental Law, (ii) Release of Hazardous Substances on or from the Project Site that would reasonably be expected to result in material personal injury or material property damage and (iii) pending or, to the Borrower’s knowledge, threatenedinwritingEnvironmentalClaimagainstitorarisinginconnectionwiththeProjectthat, if adversely determined, would be reasonably expected to have a Material Adverse Effect;

(l)    Any termination, revocation, suspension or material adverse modification of any Applicable Permit, or any action or proceeding which would reasonably be expected to resultinanyoftheforegoing,includinganyproceedingatCPUCorFERC,includingadescription of such event or circumstance and the actions the Borrower proposes to take with respect thereto or any material additional curtailment or operating restrictions required under any Applicable Permit in excess of any curtailment or operating restrictions required on the date hereof;

(m)    The execution of an Additional Project Document; providedthat it shall deliver a copy of such Additional Project Document and if reasonably requested by the Administrative Agent, use commercially reasonable efforts to deliver the related Consent, if applicable,promptlyuponreceiptofacopyofsuchAdditionalProjectDocument,butinnoevent later than thirty (30) days after it has received a copy thereof;

(n)    Anywrittenclaimofforcemajeureunder anyMaterialProjectDocuments in respect of an event continuing for longer than five (5) days;

(o)    (i) Their adoption of or participation in any ERISA Plan, (ii) or any event orcircumstancehasoccurredthatcouldreasonablybeexpectedtoresultinliabilityunderERISA or under the Code with respect to any ERISA Plan, which, in the case of (i) or (ii), would reasonably be expected to result in a Material Adverse Effect;

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(p)    Theexecutionof anyamendment,modification,supplementorwaiverto a Construction Contract, any Offtake Agreement or any Tax Document that is not subject to the prior approval of the Majority Lenders under Section9.11(a); provided, however, that the Borrower shall deliver a copy of any amendment, modification, supplement or a waiver with respect to any Construction Contract, any Offtake Agreement, the Interconnection Agreement or any Tax Document to the Administrative Agent promptly upon any Borrower Entity receiving a copy thereof, but in no event later than thirty (30) days after it has received a copy thereof;

(q)    (A)Amaterialman’s,mechanic’sorotherlikeLieninanamountinexcess of one million five hundred thousand dollars ($1,500,000) or (B) multiple Liens as described in clause (A)above in an aggregate amount in excess of two million two hundred fifty thousand dollars ($2,250,000), in each case have been recorded against any Borrower Entity or the Project Site, a notice of such recordation describing the reasons for such Lien in reasonable detail, and attaching a copy of any documentation or correspondence relevant to such Lien;

(r)    AllnoticesorcorrespondencereceivedbyanyBorrowerEntityfromFERC, NERC, CPUC, or CAISO alleging a material violation of the Governmental Rules of FERC, NERC, CPUC, or CAISO relating to the Project or the Project Site, or asserting jurisdiction over anyBorrowerunderPUHCA(exceptasapplicabletoanEWGora“holdingcompany”solelywith respect to an EWG or of another “holding company” of an EWG, or an “associate company” or “affiliate” or under 18 CFR 366.5 or the FPA)(except as applicable to the Project Company as a “public utility”), or asserting jurisdiction over any Borrower as a “public utility” subject to financial, organizational or rate regulation by the CPUC;

(s)    AnyNERC“Find,Fix,TrackandReport”notice or“NoticeofPenalty”;

(t)    Notice of any cancellation or material change in the terms, coverages or amounts of any insurance described in Section 8.17;

(u)    Anynotices,demandsorwritteninquiriesdeliveredtoanyBorrowerEntity byanyGovernmental Authoritywithrespecttothe ITCor any Fixed Tax Assumptionrelatingto theProject,includinganyrequestforinformationrelatingtotheITCoranyFixedTaxAssumption;

(v)    Copies of all material written notices or material final written reports received or delivered by the Class B Member, the Tax Holdco, the Construction Holdco and the Project Company under any Material Project Document it is a party to (including all reports and notices received or delivered under the Tax Documents (including any appraisal or cost segregation reports and any certificates related to qualification for the energy community bonus credit pursuant to Section48E(a)(3)(A) of the Code or for the domestic content bonus credit pursuant to Section48E(a)(3)(B) of the Code (or update or bringdown thereof) delivered thereunder)); and

(w)    any change in the information provided on or before the Closing Date that wouldresultinachangetothe“beneficialowners”ofanyBorrowerEntityascontemplatedbythe Beneficial Ownership Regulation.

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8.4    FinancialStatements;Reporting.TheBorrowershalldelivertotheAdministrative Agent (or cause to be delivered to the Administrative Agent):

(a)    Assoonasavailablebutnolaterthansixty(60)daysafterthecloseofeach one of the first three (3) quarterly periods of its fiscal year (or, with respect to any publicly listed or reporting company, such longer period as when such financial statements are permitted to be filed under applicable laws), year-to-date unaudited consolidated financial statements of the Tax Holdco (providedthat this covenant shall only apply to the Tax Holdco after the Mechanical CompletionDate),theSponsor(providedthatthiscovenantshallonlyapplytotheSponsorduring the period any Sponsor Guaranty is in effect), the Class B Member (providedthat this covenant shall only apply to the Class B Member after the Term Conversion Date) and, prior to the Term Conversion Date, the Project Company, in each case, prepared by the Borrower as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the previous dates and periods, to the extent available; provided, in each case, that publicly availablefinancial statements including from any publicly listed company shall be deemed delivered to the Administrative Agent;

(b)    As soon as available but no later than one hundred and twenty (120)days after the close of each applicable fiscal year (or, with respect to any publicly listed or reporting company, such longer period as when such financial statements are permitted to be filed under applicablelaws),auditedconsolidatedfinancialstatementsof(A)commencingwiththefiscalyear ending on December31, 2025, the Sponsor (providedthat this covenant shall only apply to the SponsorduringtheperiodanySponsorGuarantyisineffect)and(B)commencingwiththefiscal year ending on December31, 2026 and from and after the Term Conversion Date (whichever is later), the Class B Member and the Tax Holdco in each case, including a balance sheet and the relatedstatementofincome,stockholders’ormembers’equityandcashflows,ineachcasesetting forth comparative figures for the previous fiscal year, to the extent available, all prepared in accordance with GAAP certified by an independent certified public accountant selected by Borrower and reasonably satisfactory to Administrative Agent (with the consent of the Majority Lendersnottobeunreasonablywithheld,conditionedordelayedanditbeingunderstoodthateach of(A)Deloitte&Touche,(B)Ernst&Young,(C)KPMGand(D)PricewaterhouseCoopersshall eachbeconsideredacceptedbyAdministrativeAgentforpurposesofthisSection8.4);provided, in each case, that publicly available financial statements including from any publicly listed company shall be deemed delivered to the Administrative Agent.Such certificate shall not be qualified, or limited, because of restricted or limited examination by such accountant of any material portion of the records of the applicable Person;

(c)    Eachtimethefinancialstatementsdescribedabovearedeliveredunderthis Section8.4,acertificatesignedbyaResponsibleOfficerofthePersonwhosefinancialstatements are being delivered shall be delivered along with such financial statements, certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the applicable Person during the relevant fiscal period is consistent with GAAP and that, to the knowledge of the Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Sponsor, Class B Member, the Construction Holdco, the Tax Holdco or the Project Company (as applicable) has taken or proposes to take with respect thereto; and

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(d)    The Borrower shall use commercially reasonable efforts to deliver as soon asavailable,butnolaterthanonehundredandtwenty(120)daysafterthecloseofeachapplicable fiscal year commencing with the fiscal year ending December31, 2025, the most recent annual auditedfinancialstatementsofPrefEquityInvestor(fromthePrefEquityEffectiveDateandprior to the Pref Equity Final Funding Date), each TC Purchaser (after the date on which such TC Purchaser enters into a TC Purchase Document and ending on the applicable TC Purchase Final Funding Date thereunder), the EPC Contractor, the Offtakers, the Energy Manager, the Construction Manager (to the extent such annual audited financial statements are prepared with respecttotheConstructionManager),BESSSupplier,theBESSSupplierGuarantor,theOperator, ineach case,so longas suchPersonis and remainsaKeyProjectParticipant,provided,however, that so long as the Borrower has used commercially reasonable efforts, failure to obtain such financial statements shall not constitute an Event of Default, and providedfurtherthat publicly available financial statements (including from any publicly listed company) shall be deemed delivered to the Administrative Agent.

8.5    Reports.

(a)    DuringtheperiodcommencingupontheClosingDateandendinguponthe TermConversionDate,delivertotheAdministrativeAgentandtheIndependentEngineernolater than (i) April 30, 2026 and (ii) thereafter (until the Term Conversion Date), the fifteenth (15th) Business Day of each month, a report of a Responsible Officer of the Borrower (such report, a “Construction Report”) setting forth in reasonable detail with respect to the prior month:(i) the estimated date on which the Completion shall be achieved and if the Completion is not expected to be achieved on or prior to Construction Loan Maturity Date, the reasons therefor; (ii) the estimateddateonwhichthe“CommercialOperationDate”undertheOfftakeAgreementsshallbe achievedandifthe“CommercialOperationDate”isnotexpectedtobeachievedonorpriortothe then-applicableDateCertain,thereasonstherefor,(iii)thestatusofconstructionoftheProjectand completionofthematerialmilestonessetforthundereachConstructionContract(and adescription ofanymaterialdefectsordeficienciesofwhichtheBorrowerisawarewithrespecttheretoorany material discrepancies with the Schedule and Budget); (iv) the conformance to the Schedule and BudgetoftheamountofProjectCostsincurredtodateandduringthemostrecentmonthlyperiod, and in the event of a material variance, the reasons therefor; and (v) the status of construction of transmission and interconnection facilities necessary for the Project.

(b)    Without duplication of Section8.5(a), the Borrower shall deliver to the AdministrativeAgent copies of any material written notices, documents or reports furnished to it by any Governmental Authority related to the Project.

(c)    The Borrower shall provide to Administrative Agent, promptly upon reasonable request, such information concerning the Project and Borrower Entities at such times as Administrative Agent (or the Administrative Agent acting on behalf of any Lender) shall reasonably require, including such reports and information as are reasonably required by the Independent Consultants, information regarding the operations, business affairs, and financial condition of the Project or compliance with the terms of this Agreement and the other Operative Documents, and information reasonably required to identify each Borrower Entity in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder); providedthat the Borrower shall not be required to provide such information if it will result in the Borrower incurring unreasonable additional cost and expense.

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(d)    The Borrower shall deliver to the Administrative Agent promptly, and in any event not later than forty-five (45)days following completion thereof, the results of any performanceandcapacitytestingperformedunder,andinaccordancewiththetermsof,theBESS Supply Agreement.Notwithstanding the foregoing, after the Term Conversion Date, the results of any annual capacity and performance testing may be provided in quarterly operating report delivered pursuant to Section8.7(e)for the quarterly period in which such capacity and performance testing was completed.

(e)    The Borrower shall, promptly after the end of each calendar quarter, cause the Independent Engineer to deliver a quarterly construction monitoring report prepared by the Independent Engineer on the progress of the Project based on a site visit performed by the IndependentEngineer,totheextentsuchreportisrequiredintheIndependentEngineerstatement of work and delivered from Independent Engineer.

(f)    FromandafterthedatehereofuntiltheBLBridgeLoanMaturityDate,the ClassBMembershallagreetoameetingwiththeAdministrativeAgent(andprepareacopyofan agenda for distribution to each Lender prior to such meeting)on or before the fifteenth (15th) Business Day of each calendar month (commencing with the first full calendar month following the date hereof), which such meeting shall cover, in each case to the extent applicable:

(i)    thestatusofnegotiationswithrespecttothePrefEquityDocuments, including the Pref Equity ECCA, the Pref Equity LLCA, and the Pref Equity MIPA, and theidentityofanyprospectivePrefEquityInvestor(totheextentnotpreviouslydisclosed to and consented to by the Supermajority Lenders);

(ii)    the status of negotiations with respect to the TC Purchase Agreements and the other TC Purchase Documents, including the identity of any prospective Acceptable TC Purchaser (to the extent not previously disclosed to and consentedtobytheSupermajorityLenders)andtheanticipatedpricing,volume,andother material economic terms of any TC Purchase Agreement then under negotiation, to the extent known to the Class B Member;

(iii)    any material change in the expected timeline for execution of, or fundingunder,anyPrefEquityDocumentandanyTCPurchaseAgreement,includingany anticipated delay in meeting the Pref Equity Signing Deadline Date or the TC Purchase Signing Deadline Date; and

(iv)    anyeventorcircumstanceknowntotheClassBMemberthatwould reasonablybeexpectedto(A)preventormateriallydelaytheexecutionoreffectivenessof anyPrefEquityDocumentoranyTCPurchaseDocument,(B)resultinafailuretosatisfy any condition precedent to the effectiveness of any Pref Equity Document or any TC PurchaseDocument,(C)causethePrefEquityEffectiveDatenottooccuronorbeforethe Pref Equity Signing Deadline Date, (D) cause a TC Purchase Effective Date not to occur on or before the TC Purchase Signing Deadline Date or (E) delay funding under any TC Purchase Document or Pref Equity Document; and

(v)    such other information as the Administrative Agent or any Lender may reasonably request in connection with the foregoing.

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8.6    IDSDeliverabilityPercentage;NetQualifyingCapacity.

(a)    Until the Full Capacity Deliverability Status Date, promptly (but in any event within ten (10) Business Days) after a CAISO Net Qualifying Capacity Assessment including IDS determinations becomes available (such reports, the “IDS Percentage Reports”), Borrower will deliver such IDS Percentage Report to the Administrative Agent.If any IDS PercentageReportdeliveredtotheAdministrativeAgentindicatesanIDS percentageoflessthan one-hundred percent (100%) for the following calendar year, Borrower will promptly deliver to the Administrative Agent an update to the Base Case Forecast solely reflecting such IDS percentageforsuchfollowingcalendaryearandthecalendaryearthereafter,informandsubstance reasonably acceptable to the Majority Lenders(the “IDS Percentage Sensitivity Model”, and the datesuchmodelisdeliveredtotheAdministrativeAgent,the“IDSDeterminationDates”andeach an “IDS Determination Date”). Following an IDS Determination Date, if the most recent IDS Percentage Sensitivity Model fails to demonstrate that the aggregate amount of Term Loans outstanding complies with the Debt Sizing Parameters (Term Loan), the Term Loans will be prepaid in accordance with Section5.1until the aggregate amount of Term Loans outstanding complies with the Debt Sizing Parameters (Term Loan); providedthat notwithstanding anything hereintothecontrary,suchmandatoryprepaymentshallonlyberequiredtobemadeoutofProject Revenues applied in accordance with Section2(g)(ii)(6) (Revenue Account) of the Account Control Agreement. The mandatory prepayment obligations set forth in this Section 8.6(a)shall apply solely to the Term Loans.

(b)    In addition to the requirements set forth in the foregoing Section8.6(a), following an IDS Determination Date, to the extent that an IDS Percentage Sensitivity Model demonstrates that the Construction Loan Facility or the Term Loan Facility, as applicable, is undersized, the Borrower and the Lenders shall negotiate in good faith to agree upon such modifications to the applicable loan facility as are necessary to address such undersizing.

8.7    OperationofProject;OperatingReportsandAnnualOperatingBudget.

(a)    TheProjectCompanyshall,andfromandaftertheTransferDate,theClass B Member shall cause the Tax Holdco to cause the Project Company to keep and operate the Project, or cause the same to be kept and operated, in good operating condition consistent in all respects with Prudent Industry Practices, all Applicable Permits, Legal Requirements and all applicable requirements of the Material Project Documents, except for any noncompliance that couldnotreasonablybeexpectedtoresultinaMaterialAdverseEffectontheProject,theProject Company or the Class B Member or the Tax Holdco.The Borrower shall from time to time consider the reasonable recommendations of the Independent Engineer in connection with the operation of the Project.

(b)    The Borrower shall cause the Project to be operated and maintained in all material respects in accordance with the Annual Operating Budget (subject to other rights hereunder, including the Borrower’s rights to access amounts in the Collateral Accounts in accordancewithtermsofthisAgreementandtheAccount Control Agreement);providedthatthe BorrowerEntities(i)shallbepermittedtoincuradditionalcostsand expensesinaccordancewith Prudent Industry Practice up to an aggregate amount equal to ten percent (10%) the applicable AnnualOperatingBudget except thatnoconsentshallberequiredwithrespecttoexceedancesof lineitemsforpropertytaxes,franchisetaxesandregulatoryfeesinaccordancewithapplicable

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laws, and (ii) shall be permitted to make expenditures necessary to prevent or mitigate an emergencysituation(regardlessofwhethersuchemergencyexpendituresarecapitalexpenditures or other types of expenditures);providedfurther that in the event of any changes in accounting rules according to GAAP that result in changes in line items or ability to adhere to the Annual Operating Budget, such accounting rules shall not be taken into consideration in determining compliancewithsuchyears’AnnualOperatingBudgetandsuchaccountingruleschangesshallbe takenintoconsiderationwhenproducingandapprovingsubsequentAnnualOperatingBudgetsin accordance herewith.

(c)    Commencing in the year that Term Conversion occurs, on or before December1 of such year and annually thereafter, the Borrower shall prepare and deliver to the Administrative Agent and the Independent Engineer a draft operating budget for the ensuing calendar year satisfying the requirements of the Pref Equity LLCA and a report comparing the actual performance of the Project compared to the projected performance forecasts of the Project in the prior calendar year.Such draft operating budget shall be consistent with the format of the Base Case Forecast.If the total operating and maintenance costs in the draft operating budget exceedbymorethantenpercent(10%)thetotaloperatingandmaintenancecostssetforthforthat calendaryearintheBaseCaseForecast(excludinginallcasesdepreciation,amortizationandany other non-cash expenses from both the numerator and denominator for such calculations), then such draft operating budget shall become the Annual Operating Budget for the purposes of this AgreementaftertheAdministrativeAgent(actinginconsultationwiththeIndependentEngineer) has approved the respective draft.If the total operating and maintenance costs in the draft operating budget do not exceed by more than ten percent (10%) the total operating and maintenancecostssetforthforthatcalendaryearintheBaseCaseForecast(excludinginallcases depreciation, amortization and any other non-cash expenses from both the numerator and denominator for such calculations), then such draft operating budget shall automatically become the Annual Operating Budget.Until any draft operating budget becomes the Annual Operating Budget asprovidedherein,theAnnualOperatingBudgetmost recentlyineffectshallcontinueto apply subject to escalation for any increase in the Consumer Price Index from the prior year.

(d)    If the Administrative Agent disapproves a draft annual operating budget undercircumstanceswhereitsapprovalisrequiredunderSection8.7(c),theAdministrativeAgent shall notify the Project Company, the Class B Member, the Construction Holdco and the Tax Holdco of the items that are disapproved and the reason for such disapproval.The Class B Member, the Construction Holdco, the Tax Holdco and the Project Company shall be entitled to revisesuchdraftannualoperatingbudget,whichshallbesubjecttotheapprovalofthePrefEquity Investor if required pursuant to the Pref Equity Documents, and deliver such draft to the Administrative Agent, whereupon the provisions in Section8.7(c)shall apply.Until any draft annual operating budget becomes the Annual Operating Budget as provided in this Section8.7, theAnnualOperatingBudgetmostrecentlyineffectshallcontinueto apply,subjecttoescalation foranyincreaseintheConsumerPriceIndexfromtheprioryear,exceptthatanyitemsofthethen-proposeddraftannualoperatingbudgetthathavebeenapprovedbytheAdministrativeAgentshall be given effect in substitution of the corresponding items in the Annual Operating Budget most recently in effect.

(e)    Following the Term Conversion Date, as soon as practicable but no later than forty-five (45)days after the close of each calendar quarter (commencing with the first full calendarquarterfollowingtheTermConversionDate),theBorrowershalldelivertothe

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Administrative Agent a summary operating report in the form of Exhibit Lwhich shall include a quarterly and year-to-date, as applicable, numerical and narrative assessment of (A) the Project’s electrical production, availability, capacity, and curtailment, if any, (B)scheduled and unscheduledmaintenance(x)performedwithrespecttothematerialequipmentoftheProjector (y) with a cost in excess of one hundred fifty thousand dollars ($150,000), (C)variance analysis of the Project’s compliance with each budgeted category as compared to the then applicable Annual Operating Budget, (D) the calculation of the Debt Service Coverage Ratio as of each applicable Scheduled Payment Date, (E) replacement of equipment not contemplated by the then current Annual OperatingBudgetofvalueinexcess ofonemillionfivehundredthousanddollars ($1,500,000), (F) material disputes with contractors, materialmen, suppliers or others and any related material claims against Tax Holdco, the Class B Member or the Project Company, as applicable,withavalue inexcessof onemillionfive hundredthousanddollars($1,500,000)and (G) any claims either individually or in the aggregate equal to or greater than one million five hundred thousand dollars ($1,500,000) for warranty under the EPC Contract or the BESS Supply Agreement made or outstanding during such month or such quarter as applicable.

(f)    The Borrower shall provide to the Administrative Agent, promptly upon reasonable request, such information concerning the Project at such times as the Administrative Agentshallreasonablyrequire,includingsuchreportsandinformationasarereasonablyrequired by the Independent Consultants, including information regarding theoperations, business affairs, andfinancialconditionoftheProjectorcompliancewiththetermsofthisAgreementandtheother Operative Documents, and information reasonably required to identify each Borrower Entity in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder).

8.8    Debt Service Coverage Ratio.The Borrower shall deliver the Borrower’s calculationoftheDebtServiceCoverageRatioasofeachapplicableScheduledPaymentDateno laterthanforty-five(45)BusinessDaysaftersuchScheduledPaymentDateaspartofthesummary operating report delivered pursuant to Section8.7(e).The Administrative Agent shall notify the Borrowerinwritingnolaterthanfive(5)BusinessDaysfollowingreceiptthereofofanysuggested corrections,changesoradjustmentsoftheAdministrativeAgent(the“AgentDSCRComments”). The Borrower shall incorporate all timely received and demonstrably correct Agent DSCR Comments that are consistent with the terms of this Agreement and deliver to the Administrative AgentsuchrevisedDebtServiceCoverageRatiocalculationsonorbeforethedatethatisfive(5) Business Days following the date of the Borrower’s receipt of the applicable Agent DSCR Comments.The calculations of the Debt Service Coverage Ratio hereunder shall be used in determining deposits to and releases from the Revenue Account and the Distribution Reserve Account, as applicable, pursuant to this Agreement and the Account Control Agreement.If the Borrower fails to produce the information and calculations reasonably requested relating to the DebtServiceCoverageRatiorequiredtobeproducedpursuanttothisSection8.8,then,untilsuch time as such information and calculations are provided, no funds shall be released from the Revenue Account to the Borrower pursuant to Section2(g) (Revenue Account) of the Account Control Agreement or from the Distribution Reserve Account to the Borrower, pursuant to Section 2(l) (Distribution Reserve Account) of the Account Control Agreement, as applicable.

8.9    Existence, Conduct of Business, Properties, Permits, Etc.Except as otherwise expresslypermittedunderthisAgreement,theClassBMember,theConstructionHoldco,theTax HoldcoandtheProjectCompanyshall(a)maintainandpreservetheirexistenceasalimited

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liabilitycompany,intheirrespectivejurisdictionoforganizationandallmaterialrights,privileges andfranchisesnecessaryordesirableinthenormalconductoftheirrespectivebusinesses; (b)maintain in full force and effect all material Permits, including all Applicable Permits, which arenecessaryfortheconductofthebusinessoftheClassBMember,theConstructionHoldco,the Tax Holdco or the Project Company, and to own, insure, operate and maintain the Project in the mannercontemplatedbytheMaterialProjectDocuments;(c)atorbeforethetimethatanyPermit becomes an Applicable Permit, obtain such Permit; and (d) in the case of a change of name or corporate organization involving the Class B Member, the Construction Holdco, the Tax Holdco ortheProjectCompany,asapplicable,takesuchactions,includingthefilingofappropriatenotices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect such Applicable Permits, as may be necessary by applicable law.

8.10    Books,Records,Access.TheBorrowershall,andshallcauseeachBorrowerEntity to,maintainadequatebooks,financialstatements,accountsandrecordsinaccordancewithGAAP andinmaterialcompliancewiththeregulationsofanyGovernmentalAuthorityhavingjurisdiction thereof,andpermitemployees,consultants,advisersoragentsoftheAdministrativeAgentorany Lender at any reasonable time during normal business hours and upon reasonable prior notice to ittoinspectallofitspropertiestoexamineorauditallofitsbooks,accounts,financialstatements and records and make copies and memoranda thereofor to inspect theProject Site, at all times in reasonablecompliance withtheTax Holdco’s, the Class B Member’s, the ConstructionHoldco’s andtheProjectCompany’shealth,safetyandenvironmentalpolicies(assumingthatsuchpolicies have been adequately disclosed to the Administrative Agent and the Lenders) and in each case subjecttotheprovisionsofSection17.18.TheAdministrativeAgentshallhavetherighttocause the Independent Engineer, subject to the safety rules in effect at the Project Site and upon reasonable notice, to visit and inspect the Project and the books, records and documents of the Class B Member, the Construction Holdco, the Tax Holdco and the Project Company from time totime,towitnesstheconstruction,installation,testing,start-up,commissioningandoperationof the Project.

8.11    Energy Regulation.The Project Company shall take or cause to be taken all necessaryorappropriateactionssothat,onceobtained,itwillremainanEWGandmaintainMBR Authority until the Discharge Date, or it shall have obtained an exemption from regulation under PUHCA and the FPA equivalent to that provided by EWG status and MBR Authority.The BorrowershallcausetheProjectCompanytoprepareandmakeanyrequiredmaterialfilingswith FERC,NERC,CPUC,CAISOandtorespondtoanyandallmaterialinquiriesfromFERC,NERC, CPUC, and CAISO.

8.12    PreservationofRights;FurtherAssurances.

(a)    TheBorrowershall,andshallcauseeachBorrowerEntity,asapplicable,to preserve, protect and defend its material rights, or the Project Company’s material rights, respectively, under each and every Material Project Document, including where prudent and reasonable, prosecution of suits to enforce any of its rights thereunder and enforcement of any claims with respect thereto.

(b)    FromtimetotimeasreasonablyrequestedbytheAdministrativeAgent,the Borrower shall execute, acknowledge, record, register, deliver and/or file all such notices, statements,instrumentsandotherdocuments(includinganyfinancingstatement,continuation

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statement,certificateoftitleorestoppelcertificate)relatingtotheLoansanditsotherObligations hereunder stating the interest and charges then due and any known defaults, and take (and cause each other Borrower Entity to take) such other steps as may be necessary or advisable to render fully valid and enforceable under all applicable laws the rights, Liens and priorities of the Administrative Agent and the Secured Parties with respect to the Collateral, in each case in such formandatsuchtimesasshallbereasonablysatisfactorytotheAdministrativeAgent,andpayall reasonable fees and expenses (including reasonable attorneys’ fees) incident to compliance with this Section 8.12.

8.13    TaxesandOtherGovernmentCharges.

(a)    The Borrower shall file, and shall cause each of the Construction Holdco, theTaxHoldcoandtheProjectCompanytofile,asandwhendue,allincomeandallmaterialnon-incomeTaxreturnsandshallpay,andshallcauseeachoftheConstructionHoldco,theTaxHoldco and the Project Company to pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to the Class B Member, the Construction Holdco, the Tax Holdco, the Project Company or the Project, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien on the Project.However,theBorrowermaycontest ingoodfaithanysuchtaxes, assessments andother charges and, in such event, may permit the taxes, assessments or other charges so contested to remainunpaidduringanyperiod,includingappeals,whentheBorrowerisingoodfaithcontesting the same, so long as, with respect to any such dispute in an amount greater than five hundred thousanddollars($500,000)(i)cashreserves reasonably satisfactorytothe AdministrativeAgent in accordance with GAAP have been established in an amount sufficient to pay any such taxes, assessmentsorothercharges,accruedinterestthereon,potentialpenalties,additionstotaxorother costs relating thereto, or other adequate provision for the payment thereof shall have been made; (ii)enforcementofthecontestedtax,assessmentorotherchargeiseffectivelystayedfortheentire duration of such contest; and (iii) any tax, assessment or other charge determined to be due, together with any interest, additions to tax or penalties thereon, is paid when due after resolution of such contest by final non-appealable judgment.

(b)    The Borrower shall remain, a “disregarded entity” within the meaning of Treasury Regulations Section301.7701-3 for U.S. federal income Tax purposes.The Class B Member shall cause the Tax Holdco to remain either as a “disregarded entity” or a partnership within the meaning of Treasury Regulations Section301.7701-3 for U.S. federal income Tax purposes.The Borrower shall not, and shall not allow any other Borrower Entity to, make an affirmativeelectiontotreatanyBorrowerEntityasanassociationtaxableasacorporationforU.S. federal, state or local income Tax purposes.The Borrower shall not allow any transfer of its interests that would cause it to be treated as a publicly traded partnership under Section7704 of the Code (or any successor laws or regulations).

(c)    The Borrower shall remain, and shall cause each other Borrower Entity to remain, a United States Person under Section 1445 and Section 1446 of the Code.

(d)    In the event the Tax Holdco receives a notice of final partnership administrative adjustment under Section6231(a)(3) of the Code that would, with the passing of time,resultinanimputedunderpaymentasthattermisusedinSection6225oftheCodeimposed

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ontheTaxHoldco,theClassBMember,totheextentpermittedunderthePrefEquityLLCA,(x) shallmake,orcausetheTaxHoldcotomake,anelectionpursuanttoSection6226oftheCodeto make inapplicable to the Tax Holdco the requirements in Section6225 of the Code, (y) comply with all of the requirements and procedures required in connection with such election, and (z) provide evidence of such election to the Administrative Agent.

(e)    Within ten (10)days of any Tax Law Change or any Proposed Tax Law Changethat results orcould reasonably expect to result in theProject not qualifying forall ofthe ITCs reasonably expected to be claimed with respect to the Project pursuant to the then-current BaseCaseForecastorqualifyingfortheITCsinanamountthatresults,orcouldreasonablyexpect to result in, the expected Tax Transaction Proceeds (whether anticipated priorto the execution of the applicable transaction documents, or contracted, committed, or realized thereafter) being less than the amount projected in the then-current Base Case Forecast, Borrower shall deliver to Administrative Agent a notice of such event and deliver an updated Base Case Forecast to the Administrative Agent, updated with any changes needed to take into account the effect of such TaxLawChangeorProposedTaxLawChangeontheexpectedTaxTransactionProceeds,onthe PrefEquityDocuments(whethersucheffectsarereasonablyexpectedpriortoentryintosuchPref Equity Documents, or impact the commitments, funding obligations, or economics thereunder afterentrythereto)andtheTCPurchaseDocuments(whethersucheffectsarereasonablyexpected priorto entry into such PrefEquity Documents, or impact the commitments, funding obligations, or economics thereunder after entry thereto), which updated Base Case Forecast shall be in form andsubstancereasonably acceptabletotheAdministrativeAgent(atthedirectionoftheMajority Lenders).On the basis of such updated Base Case Forecast as so approved, (i) the Total Construction Loan Commitment, the Total Term Loan Commitment, the Total Bridge Loan Commitment and the Total BL Bridge Loan Commitment shall be adjusted, and (ii) solely to the extent that (x) the outstanding Construction Loans exceed the Total Construction Loan Commitment,(y)theoutstandingBridgeLoansexceedtheTotalBridgeLoanCommitmentor(z) theoutstandingBLBridgeLoansexceedtheTotalBLBridgeLoanCommitment,ineachafterthe adjustments pursuant to clause (i) above, Construction Loans, Bridge Loans or the BL Bridge Loans, as applicable, in an amount of such applicable excess shall be prepaid, within ten (10) BusinessDaysofAdministrativeAgent’sacceptanceoftheBaseCaseForecast,ineachcaseinan amountreflectedinsuchupdatedBaseCaseForecast.TheAmortizationScheduleshallbeupdated to reflect the applicable amounts reflected in such updated Base Case Forecast.

(f)    The Project will satisfy the prevailing wage and apprenticeship requirements set forth in Sections 48E(d)(3)-(4) of the Code (taking into account any remedial paymentsthathavebeenorwillbemadetocureanynon-complianceandawrittenplantoproperly paysuch remedialpaymentsthathavebeenidentifiedbuthavenotyetbeen paid).TheBorrower shall,withinthirty(30)daysaftertheendofeachcalendarquarter,delivertotheLendersandthe AdministrativeAgentthePWAComplianceReportwithrespecttosuchcalendarquarter.Within one hundred twenty (120)days of Borrower obtaining knowledge of any failure to comply with the requirements of Sections 48E(d)(3)-(4) of the Code, Borrower shall pay, or cause to be paid, any applicable correction or penalty amounts in accordance with Sections 48E(d)(3)-(4) of the Code; providedthat, the foregoing one hundred twenty (120)day period shall not apply if the Project Company (or an affiliate thereof) is entitled to claim a recovery for such specified violationsfromtherelevantcontractororsubcontractorspursuanttotheEPCContractoranyother

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relevantcontractandsuchpaymentsareactuallymadepriortothefilingoftheTaxreturnthatwill reflect the ITCs to which such non-compliance relates.

8.14    Compliance With Laws, Instruments, Etc.At their expense, the Borrower shall, and shall cause each of the other Borrower Entities to, except to the extent failure to do so could notbereasonablyexpectedtohaveaMaterialAdverseEffect,comply,orcausecompliance,with all Legal Requirements relating to the Project, the Project Company, the Class B Member, the ConstructionHoldcoortheTaxHoldco.TheBorrowermay,atitsexpense,contestbyappropriate proceedingsconductedingoodfaiththevalidityorapplicationofLegalRequirementsorPermits; provided, however, that (i) none of the Agents, the Secured Parties, the Borrower Entities reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; (ii) all proceedings to enforcesuch Legal Requirements orPermits against theAgents, the Secured Parties, the Borrower Entities or the Project, shall have been duly and effectively stayedduringtheentirependencyofsuchcontest;and(iii)theClassB Member,theTaxHoldco, the Construction Holdco (prior to the Transfer Date), the Project Company or the Project would not be subject to a Lien (other than a Permitted Lien) being imposed on the Borrower Entities or theProjectasaresultofsuchcontest,unlessabondorothersecurityreasonablysatisfactorytothe Administrative Agent has been provided.

8.15    Title.The Project Company shall maintain (a) good and marketable title to, or a goodandmarketableleasehold,easement,feesimple,orotherinterestin,theProjectSite,subject onlytoPermittedLiens;and(b)goodandmarketabletitleto,oragoodandmarketableleasehold, easement, fee simple, or other interest in, all of their other respective properties and assets (other thanpropertiesandassetsdisposedofintheordinarycourseofbusiness),subjectonlytoPermitted Liens, except in each case under clause (a)or (b), for such noncompliance which could not reasonably be expected to have a Material Adverse Effect.

8.16    Indemnification.

(a)    WithoutduplicationoftheirobligationsunderSection5.3(d)and Section5.5oranyindemnificationprovisionsinanyInterestRateAgreement(andexcludingany items or events specifically excluded from the Borrower’s obligations thereunder), the Borrower shall indemnify,defendandholdharmless theAdministrativeAgent,Collateral Agent,Depositary, each LC Issuer, each Lender, each Green Loan Structuring Agent, each Lead Arranger and each other Secured Party and in their capacities as such, and the officers, directors, shareholders, controllingpersons, affiliates,employees,agents, advisors(collectively,the“Indemnitees”)from and against and reimburse the Indemnitees for:

(i)    any and all claims, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, actions, suits, judgments, costs and expenses (including reasonable attorney’s fees of a single counsel acting in multiple jurisdictions, a single local counsel in California (if necessary) and, in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction foreachgroupofaffectedPersonsthataresimilarlysituatedtakenasawhole)ofwhatever kind or nature, demanded, asserted or claimed against any such Indemnitee in any way relating to, or arising out of or in connection with this Agreement, the other Financing Documents, or the Project (collectively, “Claims”); and

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(ii)    any and all Claims asserted against any Indemnitee pursuant to Environmental Laws and arising in connection with the Project or the Project Site, any ApplicablePermit, or the Release orpresence of any Hazardous Substances at theProject Site, whether foreseeable or unforeseeable, including all such Claims for the costs of removal and disposal of such Hazardous Substances, all reasonable costs required by Governmental AuthoritiesorunderEnvironmental Lawto beincurredin(A)determining whethertheProjectisin compliancewithEnvironmentalLawand(B)causingtheProject to correct any such non-compliance with applicable Environmental Law, all reasonable costsassociatedwithclaimsfordamagestopersonsorproperty,andreasonableattorneys’ and consultants’ fees and court costs,

providedthat no Borrower Entity shall be liable for any Claims (including for avoidance of doubt, any costs and expenses) to the extent (a) arising out of facts that first exist or eventsoccurringafterforeclosurebytheCollateralAgentundertheFinancingDocuments orafter Indemniteeorits nominee,oranypurchaserat aforeclosuresale,acquirescontrol of or title to the Project or the Project Site whether by foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure or otherwise, (b)with respect to the Indemnitees that are not the Agent Indemnitees, attributable to the gross negligence or willful misconduct by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, agents, advisors or other representatives, or (c) with respect to the Agent Indemnitees, directly attributable to the gross negligence or willful misconduct of such Agent Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction.

In all cases, regardless of whether such Indemnitee is a party thereto, and whether or not anysuchclaim,litigationorproceedingisbroughtbyaBorrower,itsequityholders,itsaffiliates, its creditors or any other Person.This Section8.16shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.arising from any non-Tax claim.

(b)    THE FOREGOING INDEMNITIES SHALL APPLY WHETHER OR NOT ANY SUCH CLAIM, LITIGATION, INVESTIGATION, OR PROCEEDING IS THE RESULT OF THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE, OR CONTRIBUTORY) OF SUCH, OR ANY OTHER, INDEMNITEE, OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, CONTROLLING PERSONS, EMPLOYEES, AGENTS, ADVISORS AND REPRESENTATIVES (INCLUDING ACCOUNTANTS, AUDITORS AND LEGAL COUNSEL) (COLLECTIVELY, ITS “AFFILIATED INDEMNITEES”) BUT SHALL NOTAPPLY(I)TOTHEEXTENTARISINGASARESULTOFTHEGROSSNEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR ITS AFFILIATED INDEMNITEES AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION (BUT SHALL CONTINUE TO APPLY TO OTHER INDEMNITEES) OR (II) TO ANY CLAIMS OF AN AFFILIATED INDEMNITEE AGAINST ANY OTHER AFFILIATED INDEMNITEE IF SUCH DISPUTE (X) DOES NOT INVOLVEANYACTIONOR INACTIONBYANYBORROWERENTITYAND(Y)IS NOT RELATED TO ANY ACTION AGAINST AN AFFILIATED INDEMNITEE IN ITS CAPACITY AS A LEAD ARRANGER OR AS AN AGENT OR IN AN ACTON WITH RESPECT TO A LETTER OF CREDIT BROUGHT BY ONE AFFILIATED INDEMNITEE AGAINSTANOTHERAFFILIATEDINDEMNITEEACTINGINADIFFERENTCAPACITY OR ROLEWITHRESPECTTOSUCH LETTEROFCREDITSUCHASAN ISSUINGBANK

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ASOPPOSEDTOANADVISINGBANK,CONFIRMINGBANK,NEGOTIATINGBANKOR TRANSFERRING BANK.

(c)    The provisions of this Section8.16shall survive foreclosure of the CollateralDocuments,theremovalorresignationofanyAgentandtheindefeasiblesatisfactionor discharge of its obligations (including the Obligations) hereunder, and shall be in addition to any other rights and remedies of the Lenders.

(d)    In case any action, suit or proceeding subject to the indemnity of this Section8.16shall be brought against any Indemnitee, such Indemnitee shall notify the Borrower ofthecommencementthereof,andtheBorrowershallbeentitled,attheirexpense,actingthrough counsel reasonably acceptable to such Indemnitee, to participate in, and, to the extent that the Borrowerdesire,toassumeandcontrolthedefensethereof.Such Indemniteeshall beentitled,at itsexpense,toparticipateinanyaction,suitorproceedingthedefenseofwhichhasbeenassumed bytheBorrower.Notwithstandingtheforegoing,theBorrowershallnotbeentitledtoassumeand control the defenses of any such action, suit or proceedings if and to the extent that, in the reasonable opinion of such Indemnitee and its counsel, such action, suit or proceeding involves thepotentialimpositionofcriminalliabilityuponsuchIndemniteeorapotentialoractualconflict of interest between such Indemnitee and the Borrower (unless such conflict of interest is waived in writing by such Indemnitee), and in such event (other than with respect to disputes between suchIndemniteeandanotherIndemnitee)theBorrowershallpaythereasonableexpensesofsuch Indemnitee in such defense; providedthat the Borrower shall not be required to pay any such expenses of more than one (1) counsel acting in multiple jurisdictions, one (1) local counsel in California(ifnecessary) and,intheeventofany actualorperceived conflictofinterest wherethe IndemniteeaffectedbysuchconflictinformsBorrowerofsuchconflict,one(1)additionalcounsel in each applicable material jurisdiction for each group of affected Persons that are similarly situated taken as a whole.

(e)    Borrower shall deliver to such Indemnitee that is the subject of a Claim a copy of each material document filed or served on any party in such action, suit or proceeding pertaining to such Claim, and each material document which it possesses relating to such action, suit or proceeding.

(f)    TheBorroweragreesthat,withouteachIndemnitee’spriorwrittenconsent, itwillnotsettle,compromiseorconsenttotheentryofanyjudgmentinanypendingorthreatened claim, action or proceeding in respect of which indemnification could be sought by or on behalf ofsuchIndemniteeunderthisSection8.16(whetherornotanyIndemniteeisanactualorpotential partytosuchclaim,actionorproceeding),unlesssuchsettlement,compromiseorconsentincludes an unconditional release of such Indemnitee from all liability arising out of such claim, action or proceeding, does not include an admission of fault by such Indemnitee, and does not impose obligations or restrictions on such Indemnitee.

(g)    UponpaymentofanyClaimbytheBorrowerpursuanttothisSection8.16, the Borrower, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto, and such Indemnitee shall cooperate with it and give such furtherassurancesasare necessaryorreasonably advisabletoenableitvigorouslytopursuesuch claims.

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(h)    AnyamountspayablebyitpursuanttothisSection8.16shallbepayableon thedatesuchamountisrequiredtobepaidbytheapplicableIndemniteeandinnoeventlaterthan thirty (30)days after it receives an invoice for such amounts from any applicable Indemnitee.If suchamountsarenotpaidwithinsuchthirty(30)dayperiod,thensuchamountsshallbearinterest at the Default Rate.

8.17    Insurance;LossProceeds.

(a)    TheBorrowershall,andshallcauseeachBorrowerEntity,asapplicable,to, maintain at all times any and all insurance coverage required under, and to perform all of their obligations under the terms of each policy of insurance listed on Exhibit Mwith respect to the Project and in accordance with the Operative Documents, except, in any such case, where such insurance is not available on commercially reasonable terms in the commercial insurance market (as determined by the Lenders, in consultation with the Insurance Consultant), in which case the Borrower or other Borrower Entity, as the case may be, will maintain or cause to be maintained, such insurance as is available on commercially reasonable terms in the commercial insurance market. The Borrower shall, and shall cause each Borrower Entity, as applicable, to use commercially reasonable efforts to enforce the obligations of all Key Project Participants with respecttoinsurancerequirementsapplicabletosuchPersonsundertherespectiveMaterialProject Documents.

(b)    Prior to the Term Conversion Date, all Escrow Agreement Loss Proceeds received by the Class B Member, the Tax Holdco, Construction Holdco (prior to the Transfer Date),theProjectCompanyortheAdministrativeAgentinrespectofalloranypartoftheProject shallbedepositedintheEscrowAccountandcauseallamountsreleasedfromtheEscrowAccount in accordance with Section1 or 2 of Schedule D of the Loss Proceeds Escrow Agreement, as applicable (such amounts the “Released Loss Proceeds” or the “Released Eminent DomainProceeds”, as applicable) to be promptly deposited into the Loss Proceeds Account; and the amounts on deposit in the Loss Proceeds Account will be applied as described below and in Section 2(k) (Loss Proceeds Account) of the Account Control Agreement.

(c)    If such Event of Loss or Event of Eminent Domain occurring prior to the Term Conversion Date is a Total Loss, then, (i) all such Loss Proceeds or Eminent Domain Proceeds (in each case, other than any Escrow Agreement Loss Proceeds) shall be applied to a mandatory prepayment of the Loans in accordance with Section5.1and (ii) any Released Loss ProceedsorReleasedEminentDomainProceedsreleasedfromtheEscrowAccountinaccordance with Section2 of Schedule D of the Loss Proceeds Escrow Agreement, including any excess amounts remaining in the Loss Proceeds Escrow Account thereafter or after termination of the LossProceedsEscrowAgreement,shallbeappliedinprepaymentoftheLoansinaccordancewith Section 5.1prior to the Term Conversion Date.

(d)    If such Event of Loss or Event of Eminent Domain occurring prior to the Term Conversion Date is not a Total Loss and the aggregate amount of such Loss Proceeds or Eminent Domain Proceeds is equal to or less than thirteen million five hundred thousand dollars ($13,500,000) (i) such amounts (other than any Escrow Agreement Loss Proceeds) and (ii) any Released Loss Proceeds or Released Eminent Domain Proceeds, as applicable, released from the Escrow Account in accordance with Section1 of Schedule D of the Loss Proceeds Escrow AgreementandthereafterdepositedbackintotheLossProceedsAccountshallbemadeavailable

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totheBorrowerfromtimetotimeatitsrequest(A)tobeappliedbytheBorrowertorebuild,repair, restore or replace (herein, to “restore”) the affected portion of the Project or (B) to reimburse the BorrowerforthecostsofrestoringtheaffectedportionoftheProject.ExcessLossProceedsand Eminent Domain Proceeds (in each case, other than any Escrow Agreement Loss Proceeds) remaining in the Loss Proceeds Account after completion of all restoration work pursuant to clauses (A) and (B) above (and adequate provision for any remaining payments) (as notified in writing by the Borrower to the Administrative Agent) will be transferred to the Construction Account.Any excess Escrow Agreement Loss Proceeds remaining after completion of all restorationworkpursuanttoclauses(A)and(B)above(andadequateprovisionforanyremaining payments)will bedeposited back into theEscrow Account in accordancewith theLoss Proceeds Escrow Agreement and any Released Loss Proceeds or Released Eminent Domain Proceeds released from the Escrow Account pursuant to Section2 of Schedule D of the Loss Proceeds Escrow Agreement, including any excess amounts remaining in the Loss Proceeds Escrow Account thereafter or after termination of the Loss Proceeds Escrow Agreement, shall be applied to a mandatory prepayment of the Loans in accordance with Section 5.1prior to the Term Conversion Date.

(e)    If such Event of Loss or Event of Eminent Domain occurring prior to the TermConversionDateisnotaTotalLossandtheaggregateamountofLossProceedsorEminent Domain Proceeds exceeds thirteen million five hundred thousand dollars ($13,500,000) and the Borrower wishes to restore the affected property, then the Borrower shall promptly deliver to the Administrative Agent a Restoration Plan and, upon approval of such Restoration Plan by the Administrative Agent (acting at the direction of the Majority Lenders) in consultation with the IndependentEngineer,theBorrowershallcommenceanddiligentlypursuetherestorationworkin accordance with such Restoration Plan, and (i) Loss Proceeds or Eminent Domain Proceeds (in each case other than any Escrow Agreement Loss Proceeds) and (ii) any Released Loss Proceeds or Released Eminent Domain Proceeds, as applicable, released from the Escrow Account in accordance with Section1 of Schedule D of the Loss Proceeds Escrow Agreement and thereafter depositedbackintotheLossProceedsAccountshallbemadeavailabletotheBorrowerfromtime to time in accordance with the Restoration Plan.Excess Loss Proceeds and Eminent Domain Proceeds (in each case, other than any Escrow Agreement Loss Proceeds) remaining in the Loss Proceeds Account after completion of all restoration work pursuant to the Restoration Plan (and adequate provision for any remaining payments) (as notified in writing by the Borrower to the Administrative Agent) will be transferred to the Construction Account.Any excess Escrow Agreement Loss Proceeds remaining after completion of all restoration work will be deposited backintotheEscrowAccountinaccordancewiththeLoss ProceedsEscrowAgreementandany ReleasedLossProceedsorReleasedEminentDomainProceedsreleasedfromtheEscrowAccount pursuanttoSection2ofScheduleDoftheLossProceedsEscrowAgreement,includinganyexcess amounts remaining in the Loss Proceeds Escrow Account thereafter or after termination of the Loss Proceeds Escrow Agreement, shall be applied to a mandatory prepayment of the Loans in accordance with Section 5.1prior to the Term Conversion Date.

(f)    If such Event of Loss or Event of Eminent Domain occurring prior to the Term Conversion Date is not a TotalLoss and theBorrower does not wishto restore the affected property, or the plan of restoration does not qualify as a Restoration Plan or is not approved as provided above (if applicable pursuant to Section8.17(e)), or the Borrower abandons restoration work,ormateriallydeviatefromtheapprovedRestorationPlan(ifapplicablepursuantto

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Section8.17(e)),(i)LossProceedsorEminentDomainProceeds(ineachcaseotherthanEscrow Agreement Loss Proceeds) deposited into the Loss Proceeds Account shall be applied to a mandatoryprepaymentoftheLoansinaccordancewithSection5.1priortotheTermConversion Date, and (ii) (A) all such Escrow Agreement Loss Proceeds shall be deposited in the Escrow Account in accordance with the Loss Proceeds Escrow Agreement and (B) any Released Loss Proceeds or Released Eminent Domain Proceeds released from the Escrow Account pursuant to Section2 of Schedule D of the Loss Proceeds Escrow Agreement, including any excess amounts remaining in the Loss Proceeds Escrow Account thereafter or after termination of the Loss Proceeds Escrow Agreement, shall be applied to a mandatory prepayment of the Loans in accordance with Section 5.1prior to the Term Conversion Date.

(g)    Prior to the Term Conversion Date, funds on deposit in the Loss Proceeds Account that are to be made available for restoration work pursuant to a Restoration Plan as set forth in Section8.17(e)will be disbursed as follows:the Borrower shall submit to the Administrative Agent a request for payment and a certificate of their Responsible Officer to the effect that (i) all of the restoration work already completed was done substantially in compliance withtheapprovedRestorationPlan,(ii)thesumrequestedisrequiredtopayfororreimbursecosts incurred in connection with such restoration work (giving a description of the services and materialsprovidedinconnectionwithsuchrestorationwork),(iii)thesumrequested,whenadded to all amounts with respect to the relevant casualty event previously paid out from the Loss ProceedsAccount,doesnotexceedtheaggregateamountthendueandpayablewithrespecttothe restoration work doneas ofthedateofsuch certificate, (iv)the amount ofnet insuranceproceeds withrespecttotherelevantcasualtyeventremainingintheLossProceedsAccount,togetherwith any other amounts deposited in the Loss Proceeds Account by the Borrower or any other Person orotherwiseirrevocably committed to bemadeavailableto theBorrowerorany otherPerson for thepurposeofsuch restorationareanticipatedtobesufficienttocompletetherestorationworkin accordancewiththeRestorationPlan,and(v)noDefaultorEventofDefault(otherthananyEvent ofDefaultwhichresultssolelyfromtheeventwhichcausedtheEventofLossorEventofEminent Domain) has occurred and is continuing on such date, and the Borrower’s certificate must be approvedbytheAdministrativeAgentactinginconsultationwiththeIndependentEngineer(such approval not to be unreasonably withheld, delayed or conditioned if such amount requested to be withdrawn is in accordance with the Restoration Plan);

(h)    Prior to the Term Conversion Date, funds on deposit in the Loss Proceeds Account that are to be made available for restoration work (or for reimbursement of costs associatedtherewith)assetforthinSection8.17(d)abovewillbedisbursedtotheBorrowerupon receipt of the Borrower’s request for payment and a certificate of a Responsible Officer to the effect that the amounts requested are required to pay for or reimburse costs incurred or to be incurred in connection with restoration work.

(i)    Prior to the Term Conversion Date, the Borrower shall furnish the Administrative Agent with evidence that no mechanics’ or similar liens on the Collateral exist as aresultofanyrestorationwork,otherthanPermittedLiens,orifsuchliensexist,theywillbefully discharged with proceeds of disbursements made as described above from the Loss Proceeds Account.

(j)    FollowingtheTerm ConversionDate,all Loss Proceeds, Eminent Domain Proceeds,andEscrowAgreementLossProceedsshallbeappliedinaccordancewiththeapplicable

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Tax Documents; providedthat, any such amountsthat are distributed by the Tax Holdco to (or at the direction of) the Class B Member shall be deposited in the Revenue Account.

(k)    No provision of this Section8.17or any other provision of any Financing Document shall impose on theAdministrativeAgent orany Secured Party any duty orobligation to verify the existence or adequacy of the insurance coverage maintained by the Borrower, nor shall the Administrative Agent or any Secured Party be responsible for any representations or warrantiesmadebyoronbehalfoftheClassBMember,theTaxHoldco,theConstructionHoldco (prior to the Transfer Date) or the Project Company to any insurance company or underwriter.

8.18    EnvironmentalMatters.TheBorrowershall,andshallcauseeachBorrowerEntity, as applicable, to (i) construct, use and operate the Project and use and occupy the Project Site in compliance with all Environmental Laws, (ii) keep all Applicable Permits (except for any immaterial Permits that are a type that are routinely granted on application, ministerial and non-discretionary innature and would normally be obtained in the ordinary course of business prior to the time such Permits become Applicable Permits) required under Environmental Laws in full force and effect and remain in compliance therewith, (iii) handle all Hazardous Substances in compliance with all applicable Environmental Laws, (iv) promptly respond to any actual or threatened Releases of Hazardous Substances that could reasonably be expected to give rise to a liability or obligation under any Environmental Laws, (v) promptly respond to any non-compliance, liability or obligation (except to the extent that the non-compliance, liability or obligationiscurrentlybeingcontestedingoodfaithbyappropriateproceedings)and(vi)keepthe ProjectfreeofanyLien(otherthanPermittedLiens)imposedbyanyEnvironmentalLaw,except in each case of clauses (i)-(vi), as would not have a Material Adverse Effect.

8.19    Schedule and Budget.The Borrower may amend the schedule set forth in the Schedule and Budget without consent so long as (i) the Schedule and Budget as amended is consistent in all material respects with the material Project Documents and (ii) the Independent Engineer has certified that such updates to the Schedule and Budget are not reasonably expected to result in adelay to the occurrenceofCompletion beyond theDateCertain (taking into account anyextensionsapprovedbytheMajorityLenders).Borrowershalldeliveracopyoftheamended Schedule and Budget to the Administrative Agent within five (5) Business Days of amendment and such amended Schedule and Budget shall be accompanied by an officer’s certificate of the Borrower delivered to the Administrative Agent stating that such Schedule and Budget has been prepared in good faith and is based on assumptions that the Borrower believes to be reasonable; providedfurtherthat any such updates and modifications that would reasonably be expected to have a result in a delay to the occurrence of Completion beyond the Date Certain shall be subject to approval by Majority Lenders.For the avoidance of doubt, any amendments to the budget set forth in the Schedule and Budget shall be subject to consent of Majority Lenders, except (a) permitted reallocation of contingency already contemplated in the Schedule and Budget and (b) non-material reallocations among budget line items set forth in the Schedule and Budget that do not:(i) exceed five hundred thousand dollars ($500,000) with respect to a particular line item so longas50%ofcontingencycontemplatedintheScheduleandBudgetremainsunutilized;and(ii) do not result in an increase to the aggregate annual budget set forth in the Schedule and Budget.

8.20    Construction and Completion.The Borrower shall make or cause to be made all contracts and do or cause to be done all things necessary for the acquisition, construction, equippingandtheCompletion(i)inallmaterialrespectsinaccordancewiththePlansand

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Specifications and the Construction Contracts and (ii) in all material respects in accordance with the Schedule and Budget, except for such deviations therefrom that, individually or in the aggregate,donotmateriallyadverselyaffecttheabilityoftheProjecttoachieveCompletiononor before thescheduled date forCompletion set forth in theSchedule and Budget.Without limiting the generality of the foregoing, the Borrower (and the Borrower shall cause each applicable Borrower Entity to) shall use commercially reasonable efforts to ensure that (x) all work on the Projectisdoneinagoodandworkmanlikemannerand(y)theProjectisconstructedsubstantially in accordance with Prudent Industry Practices, Applicable Permits, Legal Requirements, and the applicable requirements of all Operative Documents.

8.21    SeparatenessProvisions.

(a)    EachofTaxHoldco,theClassBMember,theConstructionHoldcoandthe Project Company shall maintain separate bank accounts and separate books of account from the Parent and any of their respective Affiliates.Except as required for U.S. federal income tax purposes, each of Tax Holdco, the Class B Member, the Construction Holdco and the Project CompanyshallcausetheliabilitiesofTaxHoldco,theClassBMember,theConstructionHoldco and the Project Company to be readily distinguishable from the liabilities of the Parent and its Affiliates.

(b)    FromandaftertheTransferDate,eachofTaxHoldco,theClassBMember and each Project Company shall maintain separate bank accounts and separate books of account from the Construction Holdco and any Affiliate of the Construction Holdco.From and after the Transfer Date, each of Tax Holdco, the Class B Member and each Project Company shall cause the liabilities of Tax Holdco, the Class B Member and each Project Company to be readily distinguishable from the liabilities of the Construction Holdco and any Affiliate of the Construction Holdco.

(c)    EachBorrowerEntityshallconductitsbusinesssolelyinitsownrespective nameinamannernotmisleadingtootherPersonsastoitsidentity.Withoutlimitingthegenerality oftheforegoing,alloralandwrittencommunications(ifany),includingletters,invoices,purchase orders,contracts,statements,andapplicationsshallbemadesolelyin,thenameofsuchBorrower Entity, as applicable.

(d)    Each Borrower Entity shall comply with the separateness provisions set forth in its respective limited liability company agreement, if and as applicable.

8.22    Event of Eminent Domain.Prior to the Term Conversion Date, to the extent that an Event of Eminent Domain occurs, each Borrower Entity, as applicable, shall pay or apply the Eminent Domain Proceeds to the Loss Proceeds Account for application in accordance with Section 8.17.

8.23    Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, andSanctions.

(a)    The Borrower shall, and shall cause each Borrower Entity to, comply with the requirements of applicable Anti-Corruption Laws and applicable Anti-Money Laundering Laws.

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(b)    The Borrower shall, and shall cause each Borrower Entity to, provide the Administrative Agent (on behalf of the Secured Parties) with any information regarding each Borrower Entity and the Sponsor (providedthat this covenant shall only apply to the Sponsor during the period any Sponsor Guaranty is in effect) necessary for the Lenders to comply with, and to assess compliance with, all Anti-Money Laundering Laws applicable to the Lenders.

(c)    TheBorrowershall,andshallcauseeachBorrowerEntityto,complyatall times with the requirements of all applicable Sanctions.

(d)    If the Class B Member, the Tax Holdco or the Project Company obtains actualknowledgeorreceivesanywrittennoticethattheSponsor(providedthatthiscovenantshall only apply to the Sponsor during the period any Sponsor Guaranty is in effect), the Parent, the ClassBMember,theConstructionHoldco,theTaxHoldcoortheProjectCompanyisaSanctioned Person (such occurrence, a “Sanctions Designation”), the Class B Member, Tax Holdco or the Project Company, as applicable, shall give, or cause such other Person to give, written notice promptly to the Administrative Agent of such Sanctions Designation.

8.24    Liquidated Damages.The Borrower shall cause all Key Project Participants, if applicable,toremitanyandallperformanceliquidateddamagesandwarrantypaymentsthatthey owe to the Project Company (collectively, “Liquidated Damages”) prior to the Term Conversion Date to the Liquidated Damages Account.

(a)    TotheextentthatanaggregateamountofLiquidatedDamagescausedbya single event, condition or deadline represents less than six million dollars ($6,000,000), such amountshallberemittedtotheDisbursementAccountandshallbeappliedpursuanttoSection2(f) (Disbursement Account) of the Account Control Agreement.

(b)    TotheextentthatanaggregateamountofLiquidatedDamagescausedbya singleeventorconditionexceedssixmilliondollars($6,000,000),thentheBorrowermaysubmit a Completion Plan (as defined below) for the Project and a revised Schedule and Budget to the Administrative Agent and the Independent Engineer. “Completion Plan” means a plan, certified by a Responsible Officer of the Borrower, for the Completion of the Project, demonstrating that: (i) the aggregate amounts of Liquidated Damages in respect of such delay or defect deposited in the Liquidated Damages Account and the undrawn Construction Loan Commitments and Bridge LoanCommitmentsareanticipatedtobesufficienttoachievetheCompletionbynolaterthanthe Construction Loan Maturity Date, (ii) the Plans and Specifications and the schedule for such completion is technically feasible and can be completed prior to the Construction Loan Maturity Date,(iii)allPermitsnecessaryfortherestorationworkhavebeenobtainedorcanbeexpectedto beobtainedinduecourseandareorcanbeexpectedtobefreeofanyburdensomeconditions,and (iv) such completion work will not result in a termination, cancellation, revocation or other invalidity or impairment of any Applicable Permit or any Material Project Documents then in effect.

(c)    IftheAdministrativeAgent(actingatthedirectionoftheMajorityLenders and upon consultation with the Independent Engineer) allows the Borrower to proceed with the completionoftheProjectpursuanttosuchCompletionPlanandtherevisedScheduleandBudget, an amount equal to the Liquidated Damages arising under any Material Project Document as a resultofthesamecircumstancesthat causedsuch amountstobepayableto theBorrowershallbe remittedtotheDisbursementAccountandshallbeappliedpursuanttopursuanttoSection2(f)

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(DisbursementAccount)oftheAccountControlAgreement.TheAdministrativeAgent(actingat thedirectionoftheMajorityLendersanduponconsultationwiththeIndependentEngineer)shall respondtotheBorrower’srequestforapprovalofaCompletionPlanaspromptlyasisreasonably possible.

(d)    If (i) the Borrower does not submit a Completion Plan or (ii) the AdministrativeAgent (acting at thedirection oftheMajority Lenders and upon consultation with theIndependentEngineer)doesnotallowtheBorrowertoproceedfurtherwiththecompletionof the Project pursuant to such Completion Plan and the revised Schedule and Budget, such amount shall be prepaid to Lenders pursuant to Section 5.1(c).

8.25    CertainAdditionalCovenants.

(a)    The Borrower shall deliver:(1) the Management Services Agreement, togetherwith(2)aconsenttocollateralassignmentwiththeConstructionManager,theCollateral AgentandProjectCompany, in each case of (1) and (2), in the form and substance attached as Exhibit Por such other form and substance reasonably satisfactory to the Administrative Agent (actingatthedirectionoftheMajorityLenders)nolaterthantheInitialCapitalContributionDate (as defined in the Pref Equity LLCA).

(b)    Delivery to the Administrative Agent of a true, complete and correct executed copy of the Pref Equity LLCA (in the form attached to the Pref Equity ECCA or otherwise approved by the Majority Lenders to the extent required pursuant to Section9.16(a)), which shall be in full force and effect, as certified by the Class B Member on the Transfer Date.

8.26    ApplicableEquatorPrinciples.TheBorrowershall,andshallcauseeachBorrower Entity, as applicable, to comply in all material respects with the Applicable Equator Principles.

8.27    [Reserved].

8.28    As-Built Survey.In the event the Borrower is unable to or otherwise does not deliveran as-built Survey on orpriorto theTerm Conversion Datepursuant to Section6.4(t), the Borrower shall provide to the Administrative Agent a copy of an as-built Survey of the Project Site no later than one hundred and eighty (180)days after the Term Conversion Date, in a form and substance reasonably satisfactory to the Administrative Agent.

8.29    Pref Equity Investor and Class B Member.Following the execution of the Pref Equity LLCA, totheextent thePrefEquity Investorparty to such PrefEquity LLCAisno longer a member under such Pref Equity LLCA (due to a withdrawal or for any other reason), the Class B Member shall amend and restate such Pref Equity LLCA in form and substance reasonably acceptable to the Majority Lenders and the Class B Member.To the extent the Class B Member is required to makeany capital contributions undersuch PrefEquity LLCA, theClass B Member shall make all such capital contributions as and when due under such Pref Equity LLCA.

8.30    TransferDate.

(a)    TheTransferDateshalloccuronorbeforetheMechanicalCompletion Date.

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(b)    The Pref Equity Effective Date shall occur on or before the Mechanical Completion Date.

(c)    OntheTransferDate:

(i)    the Class B Member and the Pref Equity Investor shall execute the Pref Equity LLCA in accordance with Section 8.35;

(ii)    the organizational documents of the Project Company shall be amended to reflect the Tax Holdco as the new owner thereof;

(iii)    theProjectCompanyshallbesoldorcontributedtotheTaxHoldco pursuant to the applicable Pref Equity MIPA;

(iv)    the Borrower shall deliver to the Administrative Agent updated membership interest certificates and updated transfer power with respect to the membership interests (A) in the Project Company, which shall be duly executed and deliveredby theTaxHoldco,representing100%ofthelimitedliabilitycompanyinterests in Project Company, and (B) in the Tax Holdco, representing 100% of the class B membership interests in Tax Holdco, which shall be duly executed and delivered by the Class B Member, in each case, in form and substance reasonably acceptable to the AdministrativeAgent(actingatthedirectionoftheMajorityLenders)andAdministrative Agent shall cancel and return the original membership interest certificates of Tax Holdco delivered pursuant to Section 6.1(m); and

(v)    the Administrative Agent shall have received a legal opinion from Delaware counsel to Class B Member and Tax Holdco, covering the enforceability of the Pref Equity LLCA against the Class B Member and the Pref Equity Investor, in form and substance satisfactory to the Administrative Agent.

8.31    Certain Policies.The Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote and achievecomplianceby the Borrower Entities, its Subsidiaries and their respective directors, officers, employees and agents, in each case acting in their capacity as such, with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

8.32    ITC Insurance Policy.No later than sixty (60)days after the Closing Date, the Borrower shall deliver to the Administrative Agent, in form and substance satisfactory to the Majority Lenders, (a) executed binders evidencing the bound ITC insurance policy, and (b) evidence that the ITC insurance policy premiums, fees, and costs (in each case, then due) have been paid.

8.33    BESSBuydownReserveAccount.

(a)    Nolaterthansix (6)monthspriortothefirstdatesetforthon ExhibitUon whichamountsarerequiredtobereservedintheBESSBuydownReserveAccount,theBorrower shall provide evidence to the Administrative Agent that an account entitled “BESS Buydown Reserve Account” (such account, the “BESS Buydown Reserve Account”) has been established by the Project Company.

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(b)    The Borrower shall, and shall cause the Project Company to, utilize the amountsondepositintheBESSBuydownReserveAccount solelyforthepurposeofmaking the BESS Buydown Extension Payment (as such term is defined in the NRG Letter Agreement) (the “BESSBuydownExtensionPayment”);providedthatanyexcessamountsthatremainintheBESS Buydown Reserve Account after the BESS Buydown Extension Payment has been made (or will nolongerberequiredtobemadebytheBorrowerinaccordancewiththetermsoftheNRGLetter Agreement) shall be applied in accordance with Section2(g) (Revenue Account) of the Account Control Agreement and otherwise in accordance thereunder.

8.34    PostClosing Deliverables.

(a)    TheAdministrativeAgentshallreceivedulyexecuted(andrecordedwhere applicable) copies of all agreements,instruments,anddocumentsnecessarytorelease, discharge, oramendthe“TitleExceptions”and“StateLandsEncumbranceAgreement”setforthinSchedule8.34(including, without limitation, the easement termination and revised easement described therein), as soon as reasonably practicable (and, in any event, no later than the dates specified in Schedule8.34)and,ineachcase,informandsubstance(i)sufficientfor(andreasonablyapproved by)theTitleInsurertoissueanupdatedTitlePoliciesasspecifiedinSchedule8.34evidencingthe deletion and removal of the Title Exceptions set forth in the table titled “Title Exceptions” and “State Lands Encumbrance Agreement” in Schedule 8.34from Schedule B of the Title Policies, and (ii) reasonably satisfactory to the Administrative Agent; and

(b)    TheAdministrativeAgentshallreceiveupdatestotheTitlePolicies,issued withthesamepolicyissuancedateastheinitialTitlePolicies,evidencingthedeletionandremoval of the Title Exceptions set forth in the table titled “Title Exceptions” and “State Lands Encumbrance Agreement” in Schedule 8.34from Schedule B of the Title Policies, in form and substance reasonably satisfactory to the Administrative Agent.

(c)    TheAdministrativeAgentshallreceivearelianceletterfromtheAppraiser, in respect of the Appraiser authorizing the Secured Parties’ reliance on the Appraisal, within ten (10)daysoftheInitialFundingDate,whichshallbeinformandsubstancereasonablysatisfactory to the Administrative Agent and the Lenders.

8.35    PrefEquityDocuments.

(a)    On orbefore thePrefEquity Signing DeadlineDate, subject in all respects to the Lender review and consent rights set forth in this Section8.35, the Class B Member shall causetobeexecuted(A)acustomaryequitycapitalcontributionorpurchaseagreement(the“PrefEquity ECCA”) between the Class B Member and a non-affiliated Person (the “Pref EquityInvestor”)providingfor,amongotherthings,theissuancetothePrefEquityInvestorof“ClassA” ownership interests in the Tax Holdco, which Pref Equity ECCA contemplates execution by the Transfer Date of an amended and restated Limited Liability Company Agreement of Tax Holdco byandbetweenthePrefEquityInvestorandtheClassBMember(the“PrefEquityLLCA”),which shall provide for, among other things, (x) tax allocations approved by the Lenders in connection withgrantingconsentunderthisSection8.35,(y)cashdistributionstothePrefEquity Investorin at least the minimum amount to ensure that the partnership is respected for tax purposes, and (z) solelyfortheperiodpriortoTermConversion,thePrefEquityLLCAshallprovidethat allcosts, fees,expensesincurredbyClassBMemberinrespectoftheLettersofCreditanddrawingson

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Letters of Credit shall be repaid out of the amountsthat would otherwise constitute distributable cash before distribution of distributable cash to members of TaxHoldco, and (B) a Membership Interest Purchase Agreement between the Tax Holdco and the Construction Holdco, or an assignment agreement, contribution agreement, distribution agreement or similar agreement (the “Pref Equity MIPA”, and, together with the Pref Equity ECCA, the Pref Equity LLCA, any guarantee,indemnityoranyothercreditsupportdocumentrelatingtotheforegoingandanyother relateddocumentsidentifiedassuchinconnectionwiththeLenderconsentunderthis Section8.35,the“PrefEquityDocuments”),providingfor,amongotherthings,theTaxHoldcoto acquire one hundred percent (100%) of the limited liability company interests in the Project Company from the Construction Holdco no later than the Transfer Date.The first date on which thePrefEquityECCAisexecutedinaccordancewiththisSection8.35andeffectiveinaccordance with its terms is referred to herein as the “Pref Equity Effective Date”.

(b)    Withinthree(3)BusinessDaysofthePrefEquityEffectiveDate,theClass BMembershalldelivertotheAdministrativeAgenttrue,completeandcorrectexecutedcopiesof thePrefEquityDocuments(otherthanthePrefEquityLLCAandanyotherPrefEquityDocument contemplatedtobeexecutedontheTransferDate,whichshallbeexecutedontheTransferDate), andwhichshallbeinfull forceand effect, ascertifiedbytheClassBMember,togetherwith(i)a Consent and Agreement from the Pref Equity Investor with respect to the Pref Equity ECCA and thePrefEquityLLCA(the“PrefEquityConsentandAgreement”),(ii)ifdeemednecessarybythe Lenders in connection with granting consent under this Section8.35, any Pref Equity Cash DiversionGuaranty,and (iii)suchdocumentationasisprovidedbytheBorrowerEntitiesortheir AffiliatestothePrefEquityInvestortosatisfytheconditionsprecedenttotheeffectivenessofthe Pref Equity Documents that is customarily delivered to project lenders, (iv) customary financial statements and (v) customary legal opinions, certificates, resolutions and other documents reasonably required by the Lenders in connection with the granting of any consent under this Section 8.35.

(c)    In connection with the execution of the Pref Equity Documents, the Class BMembershalldelivertotheLendersanupdatedBaseCaseForecast(the“PrefEquityEffectiveDate Base Case Forecast”), and updated to take into account the terms of the Pref Equity DocumentsandanyamendmentstotheFinancingDocumentsmadepursuanttoclause(d)below.

(d)    On or prior to the Pref Equity Effective Date, but subject in all respects to the Lender review and consent rights set forth in this Section8.35, the parties hereto agree to consider in good faith any amendments to the Financing Documents reasonably necessary to facilitate the Pref Equity Documents and the transactions contemplated therein.

(e)    Notwithstandinganythingtothecontraryherein,eachof(i)thePrefEquity Documents and Pref Equity Investor, (ii) the documentation described in this Section8.35, (iii) the Pref Equity Effective Date Base Case Forecast and related ancillary documentation in connectionwiththePrefEquityDocumentsand(iv)anyamendmentstotheFinancingDocuments pursuant to clause (d) above, in each case of (i) to (iv), shall be acceptable to the Supermajority Lenders (such consent not to be unreasonably withheld, conditioned or delayed). No Borrower Entity shall enter into any Pref Equity Document without the prior written consent of the Supermajority Lenders.

8.36    TCPurchaseDocuments.

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(a)    On or before the TC Purchase Signing Deadline Date, but subject in all respectstotheLenderreviewandconsentrightssetforthinthisSection8.36,theTaxHoldcoshall enter into one or more customary tax credit transfer agreements (or similar agreements) (each, a “TCPurchaseAgreement”)andtogetherwithany,insurancepolicy,guarantee,indemnityorother credit support document relating to the foregoing and any other documents identified as such in connection with the Lender consent under this Section8.36,the Pref Equity Documents and the other TC Purchase Agreements (the “TC Purchase Documents”), providing for, among other things,thesalebyTaxHoldcooftheITCsgeneratedbytheProjecttooneormoreAcceptableTC Purchasers pursuant to Section6418 of the Code, and such TC Purchase Documents shall not requireanyBorrowerEntitytoissueasguarantoranyguarantees orindemnitiesforthebenefitof theTCPurchaseroranyotherPersoninrespectofthesaleofITCscontemplatedthereunder.The date on which a TC Purchase Agreement is entered into by the applicable parties thereto in accordance with this Section8.36and effective in accordance with its terms is referred to herein as a “TC Purchase Effective Date”.

(b)    Within three (3)Business Days of each TC Purchase Effective Date, the Class B Member shall deliver to the Administrative Agent true, complete and correct executed copiesoftheapplicableTCPurchaseAgreementandeachotherTCPurchaseDocumentexecuted inconnectiontherewith,eachofwhichshallbeinfullforceandeffect,ascertifiedbytheClassB Member,togetherwith(i)aConsentandAgreementfromtheapplicableAcceptableTCPurchaser withrespecttotherelevantTCPurchaseAgreement,informandsubstancereasonablysatisfactory totheAdministrativeAgent(the“TCPurchaseConsentandAgreement”),(ii)suchdocumentation as is provided by the Borrower Entities or their Affiliates to the applicable Acceptable TC Purchaser to satisfy the conditions precedent to the effectiveness of the relevant TC Purchase Documents that are customarily delivered to project lenders, (iii)customary financial statements, and (iv) customary legal opinions, certificates, resolutions and other documents reasonably required by the Lenders in connection with the granting of any consent under this Section 8.36.

(c)    InconnectionwiththeexecutionofeachTCPurchaseAgreement,theClass BMembershalldelivertotheLendersanupdatedBaseCaseForecast(the“TCPurchaseEffectiveDate Base Case Forecast”), and updated to take into account the terms of the Pref Equity Documents,theotherTCPurchaseAgreementsandanyamendmentstotheFinancingDocuments made pursuant to clause (d) below.

(d)    On or prior to each TC Purchase Effective Date, but subject in all respects to the Lender review and consent rights set forth in this Section8.36, the parties hereto agree to consider in good faith any amendments to the Financing Documents reasonably necessary to facilitate the TC Purchase Documents and the transactions contemplated therein.

(e)    Notwithstanding anything to the contrary herein, each of (i) the TC PurchaseDocumentsand each Acceptable TCPurchaser, (ii)thedocumentationdescribed inthis Section8.36, (iii) each TC Purchase Effective Date Base Case Forecast and other documentation described in clause (d) above and (iv) any amendments to the Financing Documents pursuant to clause (d) above shall be acceptable to the Supermajority Lenders (such consent not to be unreasonably withheld, conditioned or delayed. No Borrower Entity shall enter into any TC Purchase Document without the prior written consent of the Supermajority Lenders.

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(f)    OntheTCTransactionCompletionDate,theClassBMembershalldeliver to the Lenders an updated Base Case Forecast (the “TC Transaction Completion Date Base CaseForecast”), and updated to take into account the terms of the Pref Equity Documents, all TC Purchase Agreements andany amendmentsto the FinancingDocumentsmadepursuantto clause (d)above.

(g)    If,ontheTCTransactionCompletionDate,theAdjustedConstructionLoan (Tax Contracted) Amount is less than the outstanding principal amount of Construction Loans (such difference, the “Construction Loan Overdrawn Amount”), then the Borrower shall prepay Construction Loans on the TC Transaction Completion Date in an amount equal to the Construction Loan Overdrawn Amount pursuant to Section5.1, and such prepayment shall be permitted to be made out of any Bridge Loan proceeds resulting from the Adjusted Bridge Loan (Tax Contracted) Amount being in excess of the maximum principal amount of Bridge Loans reflected in the Base Case Forecast delivered immediately prior to TC Transaction Completion Date; provided, further, for clarity, any remaining unused portion of the Total Construction Loan CommitmentshallbepermanentlyreducedtozeroandtheLendersshallhavenofurtherobligation to make Loans thereunder

(h)    If,ontheTCTransactionCompletionDate,theAdjustedBridgeLoan(Tax Contracted) Amount is less than the outstanding principal amount of Bridge Loans (such difference,the“BridgeLoanOverdrawnAmount”),thentheBorrowershallprepayBridgeLoans on the TC Transaction Completion Date in an amount equal to the Bridge Loan Overdrawn Amount pursuant to Section5.1; provided, further, for clarity, any remaining unused portion of the Total Bridge Loan Commitment shall be permanently reduced to zero and the Lenders shall have no further obligation to make Loans thereunder.

8.37    AdvanceRateGuaranty; ITCLetterofCredit.

(a)    AdvanceRateGuaranty

(i)    To the extent that on the earlier of the TC Transaction Completion DateandtheTCPurchaseSigningDeadlineDate,thereisaTCCompletionDateShortfall, then, the Borrower shall cause the Sponsor to fund under the Advance Rate Guaranty or draw (or cause to be drawn) Sponsor Cash Collateral deposited in the Sponsor Guaranty Reserve Account or the Sponsor Escrow Account, in an aggregate amount equal to the lesser of (x) the Advance Rate Guaranty Cap and (y) the TC Completion Date Shortfall, withtheproceedsapplied:(a)first,toprepayoutstandingBridgeLoansinanamountequal to the excess, if any, of outstanding Bridge Loans less the Adjusted Bridge Loan (Tax Contracted)Amount,and (b)second,anyremainingproceedsshallbeused topayProject Costs; provided, further, for clarity, the Total Bridge Loan Commitment shall be permanentlyreducedtoanamountthatisninetyeightpercent (98%)oftheaggregateTax Transaction Proceeds; or

(ii)    IfnoTCPurchaseEffectiveDatehasoccurredonorpriortotheTC Purchase Signing Deadline Date (the “TC Advance Rate Trigger 2”), the Borrower shall causetheSponsortofundundertheAdvanceRateGuarantyordraw(orcausetobedrawn) Sponsor Cash Collateral deposited in the Sponsor Guaranty Reserve Account or the Sponsor Escrow Account, in an aggregate amount equal to the Advance Rate Guaranty Cap.IfnoTCPurchaseEffectiveDatehasoccurredpriortotheBridgeLoanMaturity

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Date,theBorrowershallcausetheSponsortoapplytheproceedsintheSponsorGuaranty Reserve Account or the Sponsor Escrow Account as follows: (a) first¸ applied to prepay any outstanding Bridge Loans in an amount equal to the excess, if any, of outstanding Bridge Loans less the Adjusted Bridge Loan (Tax Contracted) Amount, and (b) second, anyremainingproceedstobeappliedtopayProjectCoststhendueandpayableorthatwill become due and payable thereafter; provided, further, for clarity, the Total Bridge Loan Commitment shall be permanently reduced by the amount of the Advance Rate Guaranty Cap.

(b)        ITCLetterofCredit

(i)    On the Pref Equity Effective Date, or the earlier of the TC Transaction Completion Date and the TC Purchase Signing Deadline Date, the Collateral Agent shall be permitted to draw on the ITC Letter of Credit in an amount equal to the lesserof(x)theITCCollateralRequirementand(y)theITCDeficiency,withtheproceeds to be applied (a) first¸to prepay any outstanding Bridge Loans in an amount equal to the excess, if any, of outstanding Bridge Loans less the Adjusted Bridge Loan (Pref Equity) AmountorAdjustedBridgeLoan(TaxContracted)Amount,asapplicable,and(b)second, anyremainingproceedstopayProjectCoststhendueandpayableorthatwillbecomedue and payable thereafter; provided, further, for clarity, the Total Bridge Loan Commitment shall be permanently reduced to an amount that is supported by then current Base Case Forecast after taking into account the ITC Deficiency.

(ii)    IfthePrefEquityEffectiveDatehasnotoccurredbythePrefEquity SigningDeadlineDateornoTCPurchaseEffectiveDatehasoccurredbytheTCPurchase Signing Deadline Date, the Collateral Agent shall be permitted to draw on the full face value of the ITC Letter of Credit, with the proceeds (a) first¸ applied to prepay any outstanding Bridge Loans in an amount equal to the excess, if any, of outstanding Bridge Loans less the Adjusted Bridge Loan (Tax Contracted) Amount, and (b) second, any remaining proceeds to be applied to pay Project Costs then due and payable or that will become due and payable thereafter; provided, further, for clarity, the Total Bridge Loan Commitment shall be permanently reduced by the full face value of the ITC Letter of Credit.

(iii)    To the extent the date on which the Pref Equity ECCA is executed occursafterthePrefEquitySigningDeadlineDateandtheCollateralAgenthasdrawnthe ITC Letter of Credit, such drawn amount that is supported by the Pref Equity Date Base CaseForecastshallbepermittedtobereimbursedtotheSponsorwithpriorwrittenconsent of the Majority Lenders (such consent not to be unreasonably withheld, conditioned, or delayed)(such amount, the “ITC LC Reimbursement”).

8.38     TransactionswithProhibitedForeignEntities.

(a)    None of the Project Company, Class B Member, Tax Holdco, or Construction Holdco shall make a payment to a Specified Foreign Entity pursuant to a contract, agreement,or other arrangementwhich entitlessuchSpecified Foreign Entityoran entityrelated to such Specified Foreign Entity to exercise “effective control” (within the meaning of Section 7701(a)(51)(D)(i)(II) of the Code) over the Project or any unit of energy storage technology included in the Project.

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(b)    The Tax Holdco shall, promptly and in any event within five (5) Business Days after the Tax Holdco obtains knowledge that a counterparty to any contract, agreement, or other arrangement which entitles such counterparty or an entity related to such counterparty to exercise“effectivecontrol”(assuchtermisdefinedinSection7701(a)(51)(D)(i)(II)oftheCode) overtheProjectoranyportionthereoftowhichitisapartyisaSpecifiedForeignEntity,provide written notice to the Administrative Agent.

(c)    UpondeliveryofanoticepursuanttoSection8.38(b),theTaxHoldcoshall promptlyamendormodifytheapplicablecontract,agreementorotherarrangementtoremoveany provision that would confer “effective control” (as such term is defined in Section 7701(a)(51)(D)(i)(II) of the Code) over the Project or any portion thereof upon such Specified Foreign Entity or any entity related to such Specified Foreign Entity.

ARTICLE9    NEGATIVECOVENANTSOFTHEBORROWER

The Borrower covenants and agrees that prior to the Discharge Date, unless otherwise approved by the Administrative Agent (acting at the direction of the Majority Lenders or with respect to any provision requiring the consent of the Supermajority Lenders, the Supermajority Lenders),theBorrowershallperform,andshallcauseeachBorrowerEntity(providedthat,forthe avoidance of doubt, each covenant related to Construction Holdco shall only be applicable prior to the Term Conversion Date), as applicable, to perform the covenants set forth in this Article 9:

9.1    ContingentLiabilities.ExceptasotherwisepermittedintheOperativeDocuments, noneoftheBorrowerEntitiesshallbecomeliableasasurety,guarantor,accommodationendorser orotherwise, fororupon theobligationofanyotherPersonor,otherwisecreate,incur,assumeor suffer to exist any other contingent obligation in excess of one million five hundred thousand dollars($1,500,000)intheaggregate;provided,however,thatthisSection9.1shallnotbedeemed to prohibit (a) theacquisition ofgoods, supplies, services ormerchandisein thenormal courseof business on normal trade credit; (b) the endorsement of negotiable instruments received in the normalcourseofitsbusiness;(c)incurrence,creation,assumptionorexistenceofPermittedDebt; (d) theexecutionofanyAdditionalProjectDocument,whichisinsteadaddressedinSection9.11; (e) theexecutionofanycontract,purchaseorderorotheragreementhaving,individuallyorinthe aggregate with all other such documents, a value of less than one million five hundred thousand dollars ($1,500,000) in the aggregate over its term, that is entered into in connection with the development, construction, startup, testing or commissioning of the Project; (f) liabilities under the Material Project Documents, and (g) contingent obligations relating to Permitted Debt.

9.2    Limitations on Liens.None of the Borrower Entities shall create, incur, permit, assume or suffer to exist any Lien on any Property with respect to itself or the Project, whether now owned or hereafter acquired, except for Permitted Liens.

9.3    Indebtedness.None of the Borrower Entities shall incur, create, assume or suffer to exist or permit to exist any Indebtedness, except for Permitted Debt.

9.4    Sale or Lease of Assets.Except with respect to assets not exceeding one million five hundred thousand dollars ($1,500,000) per annum after the Term Conversion Date, none of theBorrowerEntitiesshallsell,lease,assign,transferorotherwisedisposeofassets,whethernow ownedorhereafteracquired(a)exceptintheordinarycourseofitsbusinessorascontemplatedby theOperativeDocumentsineachcaseatafairmarketvalueorascontemplatedbysuchOperative

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Document and in an aggregate amount not to exceed one million five hundred thousand dollars ($1,500,000) per annum after the Term Conversion Date (other than in connection with sales pursuanttoclause(b)below);(b)exceptfor,fromandaftertheadoptionandapprovaloftheRisk Policy, non-speculative sales of power, congestion revenue rights, capacity or electricity-related products,emissionscredits,carboncredits,environmentalattributes,orancillaryservicesorother inventory in the ordinary course of business and not in breach of the Operative Documents (including in connection with any non-speculative point-to-point trades, DART optimization trades or virtual trades reasonably related to the operation of the Project), which sales (i) are permitted by theRisk Policy, (ii)do not involve orresult in any Liens encumbering assets ofany BorrowerEntityand(iii)inthecaseofasaleotherthaninconnectionwithanysuchpoint-to-point trades, DART optimization trades or virtual trades, do not involve any “fixed shape” or “fixed volume”hedgeoranysimilararrangement;(c)exceptforobsolete,worn-outorreplacedproperty notusedorusefulinitsbusiness;(d)exceptforthetermination,unwinding ornovation(in whole orinpart)ofInterestRateAgreementssolongassuchactionisincompliancewithSection5.9; (e)except for transfers of condemned property as a result of the exercise of “eminent domain” or othersimilarpowerstotherespectiveGovernmentalAuthorityoragency thathascondemnedthe same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (providedthat Loss Proceeds (including any Escrow Agreement Loss Proceeds) and anyEminentDomainProceedsshallbeappliedinaccordancewiththetermshereofandtheterms of the other Financing Documents); (f) except for the sale of one hundred percent (100%) of the membershipinterestsoftheProjectCompanyfromtheConstructionHoldcototheTaxHoldcoon theTransferDatepursuanttoaPrefEquityMIPA;(g)exceptforthesaleorissuanceof“ClassA” membership interests in the Tax Holdco to the Pref Equity Investor pursuant to the Pref Equity DocumentsontheTransferDate,(h)exceptinaccordancewiththeSharedFacilitiesAgreement, (h) except for spare assets not needed for the Project, as confirmed in writing by the Independent Engineer, which are sold to an Affiliate for not less than the original purchase price of the asset; and (i) except for any tax credit transfers pursuant to a TC Purchase Agreement entered into in accordance with Section 9.16.

9.5    Changes.None of the Borrower Entities shall change the nature of its business or materiallyexpanditsrespectivebusinessbeyondthebusinesscontemplatedintheMaterialProject Documents.

9.6    Distributions.Except as permitted in Section2(g)(ii)(8) or Section2(l)(ii) of the AccountControlAgreementuponsatisfactionoftheDistributionConditions,noBorrowerEntity shalldirectlyorindirectly(i)makeordeclareanydividendorotherdistribution(incash,property orobligation)on,orotherpaymentonaccountof,anymembershipinterestorotherinterestinthe BorrowerEntitiesortheirAffiliates,asapplicable,except(a)anyamountscontributedbySponsor or Parent to fund the payment of the purchase price under the Pref Equity MIPA, which, for the avoidanceofdoubtshallnotberequiredtobedepositedinanyoftheCollateralAccountsandmay becontributed,distributedandtransferredbytheBorrowerEntitiesinaccordancewith Section2(q) (PermittedTax Credit/Equity MIPA Accounts) of the Account Control Agreement, (b) with respect to the Project Company, to the Tax Holdco as contemplated in the Project Company’s operating agreement, (c) after the Term Conversion Date, with respect to the Tax Holdco,totheClassBMemberorPrefEquityInvestorascontemplatedinthePrefEquityLLCA, (d)withrespecttoConstructionHoldco,onandaftertheTransferDate,ascontemplatedinits

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operatingagreement,(e)theITCLCReimbursement,(f)fortheavoidanceofdoubt,anyamounts transferred under Section2(g)(i)(8) and Section2(g)(ii)(7) (Revenue Account) of the Account ControlAgreement,and(g)realizedTaxTransactionProceedsreceivedafterrepaymentinfullof the Bridge Loans, the BL Bridge Loans and funding of the Interest Shortfall Reserve Account (Term Loan) on the Term Conversion Date; (ii) make any payment of principal or interest in respect of any Indebtedness to a Person other than the Secured Parties (except with respect to memberloanstotheTaxHoldcoprovidedbyaPrefEquityInvestorortheClassBMember(from equity contributed to the Class B Memberby the owners thereof)to Tax Holdco as contemplated inthePrefEquityLLCA);or(iii)makeany paymentinrespectof anymanagement(orother)fee to the Parent or any of its Affiliates (except if such fees are included in the Annual Operating BudgetorarecontemplatedinaMaterialProjectDocument),ineachcase,otherthan(x)theInitial Funding Date Reimbursement, (y) Project Cost Reimbursements, or (z) the Term Conversion Reimbursement.

9.7    Investments.NoBorrowerEntityshallbecomeageneralorlimitedpartner inany partnership, become a participant in any joint venture, become a member in any limited liability company, form any subsidiaries, make or permit to remain outstanding any advances or loans or extensions of credit to, or purchase, redeem or own any stock, bonds, notes, debentures or other securities of, any Person, except for Permitted Investments, the ownership of the subsidiaries described in Section7.1(p), the transactions on the Transfer Date contemplated by Section2(q) (PermittedTaxCredit/EquityMIPAAccounts)oftheAccountControlAgreement,withrespectto theTaxHoldco,loanstotheTaxHoldcopermittedunderthePrefEquityLLCA,andwithrespect to the Project Company, the sale of or contribution of one hundred percent (100%) of the membershipinterestsoftheProjectCompanytotheTaxHoldcoontheTransferDatepursuantto aPrefEquityMIPA.NotwithstandinganythingtothecontraryinanyFinancingDocument,(i)any capital contribution made by Sponsor or its Affiliates in excess of the Initial Equity Contribution Requirement Amount may be contributed by Parent toClass B Member, Class B Member toTax Holdco, and Tax Holdco to Project Company and (ii) Sponsor and any other direct or indirect owneroftheClassBMemberandtheConstructionHoldcomaymakecapitalcontributionstothe Class B Member or the Construction Holdco (and each applicable Borrower Entity may make further investments in its subsidiaries with the proceeds of such capital contributions).

9.8    Transactions with Affiliates.Except as contemplated in (i) any Operative Documents in existence on the Closing Date or Initial Funding Date, any Operative Document entered into pursuant to the requirements of this Agreement or the Shared Facilities Agreement, (ii)anynon-competition orconfidentialityagreemententeredbytheBorrowerwithitsofficersor directors in the ordinary course of business, or (iii) Project Cost Reimbursements, none of the Borrower Entities shall directly or indirectly enter into any transaction or series of transactions withorforthebenefitofanAffiliatewithoutthepriorwrittenconsentoftheAdministrativeAgent, acting on behalf of the Majority Lenders, whose consent is not to be unreasonably withheld, conditioned,ordelayedpriortotheoccurrenceandcontinuanceofanEventofDefault,unlessthe Borrower Entity is otherwise allowed to enterinto such agreement pursuant to this Agreement or such transaction or agreement is entered into in the ordinary course of business on fair and reasonable terms certified by an officer of the Borrower as no less favorable to such Person than what such Person would obtain in an arm’s length transaction with a counterparty that is not an Affiliate.

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9.9    Regulations.None of the Borrower Entities shall directly or indirectly apply any part of the proceeds of any Loan or Letter of Credit or Project Revenues, whether immediately, incidentally or ultimately, to the purchasing or carrying of any margin stock within the meaning ofRegulationT,UorXoftheFederalReserveBoard,oranyregulations,interpretationsorrulings thereunder, or to extend credit to others, or refund indebtedness incurred by others, for such purposes.

9.10    Dissolution.Other thanas contemplated by the Pref Equity MIPA with respect to thesaleofthemembershipinterestsintheProject CompanybytheConstructionHoldco,noneof theBorrowerEntitiesshallliquidateordissolve,orsellorlease,enterintoanyplanofdivision,or otherwisetransferordisposeof,orpermititselftoliquidateordissolve,orsellorlease,enterinto anyplanofdivision,orotherwisetransferordisposeof,alloranysubstantialpartofitsrespective property,assetsorbusiness,orcombine,mergeorconsolidate,orpermititselftocombine,merge or consolidate, with or into any other entity.

9.11      AmendmentsandAdditionalProjectDocument.

(a)    TheBorrowershallnot,andshallcauseeachBorrowerEntity,asapplicable, notto(i)(w)terminateorcancelorconsenttooracceptanycancellationorterminationoforpermit the expiration of or reversion to the Site Owner of any interest under any Material Project Document; (x) amend, modify or supplement any material provision of any Material Project Document in any material respect, (y) grant any material consent under or waive any material default under, or material breach of, or material provision of or the performance of a material obligationbyanyotherPersonunder,anyMaterialProjectDocument(including,fortheavoidance of doubt, any consent to an assignment by the Pref Equity Investor, as applicable, of its rights, obligations or liabilities under any Pref Equity Document, as applicable, or any consent to a “ChangeofControl”(orsimilarterm,asdefinedinanyPrefEquityDocument))ofthePrefEquity Investor, or (z) fail to make any Renewal Payment (as defined in the BESS Supply Agreement), subject to any applicable cure periods, under or in connection with the Equipment Warranty (as defined in theBESS Supply Agreement)provided by theBESS Supplierpursuant to theterms of the BESS Supply Agreement to ensure that such Equipment Warranty (as defined in the BESS Supply Agreement) remains in full force and effect in accordance with its terms, in each case of subclauses(w)through (z), without first obtaining the written approval of the Administrative Agent, acting with the consent of the Majority Lenders (such consent not to be unreasonably withheld, delayed, or conditioned), or (ii) sell, assign (other than pursuant to the Financing Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in anyMaterialProjectDocumentwithoutfirst obtainingthewrittenapproval oftheAdministrative Agent (acting with the consent of the Majority Lenders) (such consent not to be unreasonably withheld,delayed,orconditioned).Withoutlimitingtheforegoing,thefollowingshallnotrequire the written consent of the Lenders:(A) amendments or change orders under each Construction Contract, so long as such amendments or change orders and any costs associated therewith (I) when taken together with prior amendments or change orders for the Construction Contracts, increasesthecostsundertheConstructionContractsinanaggregateamountoflessthansixmillion dollars ($6,000,000), taking into account any deductive change orders; (II) do not change any milestone or the schedule of work set forth in such Construction Contract; providedthat this subclause(II)shallonlyapply totheextentsuch changetoanymilestoneorthescheduleofwork (x) is not due to an allowable extension event under the applicable Construction Contract or (y) wouldcausetheProjecttobeunabletoachieveCompletionbytheConstructionLoanMaturity

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Date,(III)donotrepresentamaterialchangeinanyperformancetestingorotherconditionstothe achievement of any material milestone set forth in the applicable Material Project Document; providedthat increasing such performance testing or conditions shall not constitute as a material change forthepurposeofthis clause (III), (IV)do not represent amaterial adverse changein any liquidateddamagespayablethereunder,and(V)donotrepresentamaterialadversechangeinthe warranty obligations thereunder; providedthat the restrictions in clauses (I) through (V) above shall only apply to the extent the Project Company has a right under the terms of such Material Project Document to object to such change orders or amendments; (B) an amendment and restatement to the operating agreement of the Project Company on the Transfer Date solely replacingtheConstructionHoldcoasthesolememberwiththeTaxHoldcoasthesolememberin accordance with Section8.30(and no other changes shall be made to the operating agreement of theProjectCompanythatwouldbeadversetoLenders);(C)amendmentstoSiteAgreementsthat are(1)solelyforthepurposeofreleasinglandnolongernecessaryfortheProjector(2)favorable to theBorrowerEntities and theProject (and not adverse to the Lenders’interests); providedthat suchamendment shallnotimposeanyliabilityon theBorrowerEntities andnotbeadversetothe Project in any material respect and the Independent Engineer shall confirm in writing that the applicablelandisnotused,contemplatedtobeusedornecessary fortheProject,(D)withrespect toamendmentsorchangeordersunderaConstructionContractforthepurchaseofspareparts, as longastheAdministrativeAgentreceiveswrittenconfirmationfromtheIndependentEngineerof the necessity of such parts, (E) any amendment, modification, or supplement, consent, waiver, replacementorsubstitutionofortoaMaterialProjectDocumentthatisenteredintoinaccordance with the or contemplated by the Annual Operating Budget, and (F) amendments to the Schedule and Budget in accordance with Section 8.19.

(b)    TheBorrowershallnot,andshallcauseeachBorrowerEntity,asapplicable, not to, enter into any Additional Project Documents without the prior written approval of the Administrative Agent, acting with the consent of Majority Lenders, whose consent is not to be unreasonably withheld, conditioned, or delayed; provided, however, that, (i) consent shall not be required for any Additional Project Document that replaces or substitutes an existing Material Project Document which has expired or been terminated in accordance with its terms, providedthat such Additional Project Document contains terms that are substantially similar to, or more favorabletotheBorrowerEntitiesandtheProject(andnotadversetotheLenders’interests)than, thoseoftheMaterialProjectDocumentbeingreplacedorsubstituted,(ii)inthecaseoftheCalpine Offtake Guaranty, the Borrower shall exercise commercially reasonable efforts to include collateral assignment provisions in such Additional Project Document in form and substance reasonablysatisfactorytotheAdministrativeAgent,and(iii)totheextentreasonablyrequestedby the Administrative Agent (it being understood that no such request shall be made with respect to the Calpine Offtake Guaranty if the provisions included therein pursuant to clause (ii) above are in form and substance satisfactory to the Administrative Agent), the Borrower shall use commercially reasonable efforts to also deliver to the Administrative Agent a consent to the collateralassignmentofeachsuchAdditionalProjectDocumentinformandsubstancereasonably satisfactory to the Administrative Agent and the Majority Lenders.

9.12    Employees.No Borrower Entity shall hire, or become the employer of, or permit any other Borrower Entity to hire or become the employer of, any employees.

9.13    Name and Location; Fiscal Year.The Borrower shall not, and shall cause eachBorrower Entity, as applicable, not to change its name, its limited liabilitycompany structure, its

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jurisdiction of organization, its federal employer identification number (if applicable) or its organizational number or change its fiscal year without the Administrative Agent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned.

9.14    Abandonment of the Project.The Borrower shall not, and shall cause each BorrowerEntity,asapplicable,tonotwillfullyandvoluntarilyabandontheProjectoritsactivities to develop, construct, operate or maintain the Project, for a continuous period of more than sixty (60)consecutivedays(excludinganyoutagesorwhenaffectedbyanyforcemajeureeventsunder any Material Project Documents).

9.15    Environmental Matters.None of the Borrower Entities shall Release any HazardousSubstances inamannerthat couldreasonablybe expectedtohaveaMaterial Adverse Effect or engage in any other action or omission in violation of any Environmental Laws, Legal RequirementsorApplicablePermitsthatcouldreasonablybeexpectedtohaveaMaterialAdverse Effect.

9.16      ITCMatters.

(a)    The Project Company and Class B Member shall not amend or modify a Tax Document in a manner that is materially adverse to the Lenders without consent of the Supermajority Lenders; notwithstanding the foregoing, any amendment or modification to a provision therein relating to distribution of cash, indemnification, recourse or required reserves that is adverse to the Lenders shall require consent of the Supermajority Lenders.

(b)    None of the Class B Member, the Construction Holdco (prior to the Term Conversion Date), the Tax Holdco or the Project Company shall agree to any arrangement, take any action or permit any transfer of any direct or indirect ownership interests in any of the Tax Holdco,theConstructionHoldco(priortotheTermConversionDate),theClassBMemberorthe Project Company (including the issuance, sale, assignment or transfer of any direct or indirect ownership interest in the Tax Holdco, the Class B Member or the Project Company to any DisqualifiedPerson),ineachcase,thatwouldresultinanyloss,reduction,recapture,disallowance ordeferraloftheITCorotheranticipatedfederalincometaxbenefitsexceptinacasewheresuch loss, reduction, recapture, disallowance or deferral (i) does not trigger an indemnification obligationbyaBorrowerEntityundertheTaxDocuments,asapplicable,and(ii)hasnoeffecton the ITCs claimed (or to be claimed) by any entity that is not a Borrower Entity.

(c)    OtherthanasaresultofthePrefEquityInvestor’sownership,theBorrower shall not become, or allow the Construction Holdco, the Tax Holdco or the Project Company to become, a “related person” for purposes of sections 267(b), 7701(e)(4), or 707(b)(1) of the Code to any person treated as purchaser of electricity from the Project for U.S. federal income tax purposes.IfaTCPurchaseAgreementhas been enteredinto,noneoftheProjectCompanyorits regardedownershallbecomea“relatedperson”withinthemeaningofSection267(b)or707(b)(1) of the Code to any transferee of ITCs for purposes of Section 6418.

(d)    Neither the Borrower Entities nor the Sponsor shall take any action from the Closing Date through the end of the Recapture Period that, to the knowledge of the Borrower after due inquiry, would cause the Borrower Entities, Sponsor, or Tax Holdco to become a SpecifiedForeignEntityorcauseTaxHoldcotobecomeaForeignInfluencedEntityandwillnot assignanyrightsunderthisAgreementtoaSpecifiedForeignEntityduringtheRecapturePeriod.

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(e)    TheBorrowershallnot,andshallnotallowanyBorrowerEntityto,(i)make anelectionpursuanttoSection6417oftheCodeinrespectofalloranyportionoftheITCsor(ii) transfer all or any portion of the ITCs pursuant to Section6418 of the Code, in each case, other than pursuant to the TC Purchase Agreement, without the prior written consent of the Majority Lenders, providedthat anysuchelectionortransferwithrespect toanyperiodoccurringafterthe Term Conversion Date shall be subject to the foregoing restriction only if the making of such electionoreffectingofsuchtransferwouldreasonablyresultinalienorotherliabilityagainstany BorrowerEntity.InthecaseofanyelectionortransfercontemplatedbythisSection9.16(e),any transfereeofalloranyportionofITCsoranypartythatmakesapaymenttoaBorrowerEntityin exchangeforan ITC,shall executeaconsentwiththeLenders, expresslysubordinatinganyofits claims to thelenders and containing such otherprovisions as may reasonably berequested by the Lenders.

(f)    ActionsUnderthePrefEquityLLCA.FollowingtheexecutionofthePref EquityLLCA,theClassBMember,astheManagingMemberunderthePrefEquityLLCA,shall not takeany action under thePrefEquity LLCA requiring thevoteofthePrefEquity Investor, to whichthePrefEquityInvestorhasconsentedtoorvotedfor,unlesssuchactionsarenotprohibited under this Agreement, and if such actions are prohibited hereunder, until the Borrower receives the prior written consent of the Majority Lenders hereunder.

9.17   Compliance with Anti-Money Laundering Laws, and Sanctions.None of the Borrower Entities shall:

(a)    Become or conduct any activities reasonably expected to result in it becoming a Sanctioned Person; and

(b)    Request any Loan or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and each Borrower Entity and its or their respective directors, officers,employeesandagentsshallnotuse,theproceedsofanyLoanorLetterofCredit,directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the paymentorgivingofmoney,oranythingelseofvalue,toanyPersonorforanyotherpurposethat would be in violation of any applicable Anti-Corruption Laws or applicable Anti-Money LaunderingLaws, (ii)for thepurposeoffunding,financingorfacilitatinganyactivities, business or transaction of or with any Sanctioned Person or in a Sanctioned Country in violation of Sanctions, or (iii) in any other manner that would constitute or give rise to a violation of any Sanctions applicable to any party hereto.

9.18    Hedging.Without the prior consent of the Majority Lenders (such consent not to beunreasonablywithheld,conditionedordelayed),noBorrowerEntityshallenterintoanyinterest rate,foreignexchangeorcommodityHedgingAgreementsotherthan(a)theOfftakeAgreements, (b)in respectof theClassBMemberand theProjectCompany,the InterestRateAgreements, (c) fromandaftertheadoptionandapprovaloftheRiskPolicy,non-speculativeHedgingAgreements to effect a sale of power, congestion revenue rights, capacity or electricity-related products, emissionscredits,carboncredits,environmentalattributes,orancillaryservicesorotherinventory permittedunderSection9.4(b),whichHedgingAgreementsareenteredintointheordinarycourse ofbusinessandnotinbreachoftheOperativeDocuments(includinginconnectionwithanynon-speculativepoint-to-pointtrades,DARToptimizationtradesorvirtualtradesreasonablyrelatedto theoperationoftheProject)thatisotherwisepermittedunderSection9.4;providedthatsuch

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HedgingAgreementdescribedinclause(c)(x)ispermittedbytheRiskPolicy,(y)doesnotinvolve or result in any Liens encumbering assets of any Borrower Entity and (z) does not involve any “fixed shape” or “fixed volume” hedge or any similar arrangement.

9.19    FederalTaxBenefitMatters.NoneoftheClassBMember,theTaxHoldcoorthe Project Company shall agree to any arrangement pursuant to the applicable Tax Documents that could reasonably be expected to result in the expected Tax Transaction Proceeds being less than the outstanding Bridge Loans at such time (including any Bridge Loans then requested in any pending Notice of Bridge Loan Borrowing) plusthe amount of any Bridge Loans the Borrower reasonably expects to request on and prior to the Term Conversion Date.

ARTICLE10RESERVED

ARTICLE11EVENTSOFDEFAULT;REMEDIES

11.1     Events of Default.The occurrence of any of the following events shall, except as otherwise provided in Section11.2, constitute an event of default (individually, an “Event ofDefault,” and, collectively, the “Events of Default”) hereunder; providedthat, for the avoidance of doubt, each Event of Default related to Construction Holdco shall only be applicable prior to the Term Conversion Date:

(a)    Failure to Make Payments.The Borrower Entities or Sponsor Support Provider(providedthatthisEventofDefaultshallonlyapplytotheSponsorCreditProviderduring the period any Sponsor Support Document is in effect) shall fail to pay, in accordance with the termsofthisAgreementortherelevantFinancingDocument,(i)anyprincipalwithrespecttoany LoanorUnreimbursedObligationwhensuchsumisdue(including,butnotlimitedto,mandatory prepaymentspayablehereunderandtotheextentthatsuchmandatoryprepaymentsaftertheTerm Conversion Date are not otherwise payable pursuant to Section2(g)(ii) (Revenue Account) of the Account Control Agreement); (ii) any interest on any Loan or Unreimbursed Obligation or any InterestRateAgreementSettlementPaymentsdueandpayabletotheHedgeCounterpartieswithin five (5)days after the date that such sum is due; or (iii)any other fee, cost, charge or other sum due under this Agreement or any other Financing Document (including amounts in respect of Liquidation Costs and Interest Rate Agreement Termination Payments due and payable to the HedgeCounterparties)withinten(10)daysafterthedatetheBorrowerreceivewrittennoticethat such sum is due.

(b)    Judgments.A final judgment or judgments for the payment of money (if such payments are not covered by insurance or by a surety bond reasonably satisfactory to the Administrative Agent) shall be entered against the Class B Member, the Tax Holdco, the Construction Holdco or the Project Company in the aggregate amount of two million dollars ($2,000,000) or more (other than (i) a judgment which is discharged within sixty (60)days after itsentry,(ii)ajudgment theexecutionofwhich effectivelystayedwithinsixty(60)daysafterits entry but only for sixty (60)days after the date on which such stay is terminated or expires) or which will materially impair or inhibit the Project Company’s, the Class B Member’s, the ConstructionHoldco’s,ortheTaxHoldco’sconstructionoruseoftheProject;provided,however, that any such judgment or order shall not be (and shall not constitute part of) an Event of Default under this Section11.1if and for so long as (A) within sixty (60)days of the judgment being entered,theamount ofsuchjudgment orderiscoveredbyavalidandbindingpolicyofinsurance orbyasuretybondbetweenthedefendantandtheinsurercoveringpaymentthereofand(B)such

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insurerorsuretyhasbeennotifiedof,andhasacceptedtheclaimmadeforpaymentof,theamount of such judgment or order.

(c)    Misstatements.Any (i) representation or warranty made by any Borrower Entity or the Sponsor (providedthat this Event of Default shall only apply to the Sponsor during the period any Sponsor Guaranty is in effect) in the Financing Documents, or any financial statementfurnishedpursuantthereto,or(ii)certificateoranyfinancialstatementmadeorprepared by, under the control of or on behalf of any Borrower Entity or the Sponsor (providedthat this Event of Default shall only apply to the Sponsor during the period any Sponsor Guaranty is in effect)andfurnishedtotheAdministrativeAgentoranyLenderpursuanttothisAgreementorany otherFinancing Document shall prove to havebeen untrue orincorrect in any material respect as of the date made; provided, however, if the facts or circumstances underlying any untrue or misleading statement are capable of being cured, within thirty (30)days of the date on which Borrower Entity or the Sponsor obtains actual knowledge (from any source) that such untrue or misleadingstatementhasoccurred,suchBorrowerEntityortheSponsorshallhavenoteliminated, correctedorotherwisecuredsuchfactsorcircumstances;provided,however,thatsuchcureperiod shallbeextendedtosuchlongerperiodoftimeas is reasonablynecessarytoeffectacureso long as(x)suchdefaultcouldreasonablybeexpectedtobesusceptibleofacureaftertheexpiredthirty (30)day cureperiod;(y) theapplicableBorrower Entityisdiligentlyproceedingtocure, orcause the cure of, such default and so certifies in such notice and (z) no Material Adverse Effect has occurredandiscontinuing;providedfurtherthatsuchextendedcureperiodshallnotexceedthirty (30)daysfromtheexpirationoftheinitialthirty(30)daycureperiod.

(d)    Cross-Defaults.The Class B Member, the Construction Holdco, the Tax Holdco or the Project Company shall default for a period beyond any applicable grace period (i) inthepaymentofanyprincipal,interestorotheramountdueunderanyagreement(otherthanthe Financing Documents) involving the borrowing of money or Indebtedness and the outstanding amount or amounts payable under all such agreements equals or exceeds two million dollars ($2,000,000)intheaggregate,or(ii)inthepaymentofanyamountorperformanceofIndebtedness due, or in the observance or performance of any other agreement or condition relating to Indebtedness, under any guaranty or other agreement (other than the Financing Documents), in eachcaseiftheeffectofsuchdefaultistocauseorpermittheholderoftheobligation(oranagent or trustee thereof) to exercise its right to declare the Indebtedness which equals or exceeds two million dollars ($2,000,000) to become due and payable prior to its stated maturity or the stated maturity of the underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both or otherwise), and any cure period or grace period for such default shall have expired.

(e)    Bankruptcy; Insolvency. Any(i)BorrowerEntity,(ii)theSponsorSupport Providers (providedthat this Event of Default shall only apply to the Sponsor during the period any Sponsor Support Document is in effect), or (iii) during the term of the Material Project DocumentorFinancingDocument,asapplicable,towhichitisaparty,anyKeyProjectParticipant (as long as such Person is and remains a Key Project Participant hereunder, each such Person in clause (iii), the “Subject Person”), in the case of (i) to (iii), shall become subject to a Bankruptcy Event; provided, however, (A) in the case of clause (iii) above, the Borrower shall have one hundred twenty (120)days following such Bankruptcy Event (except with respect to (i) any Pref EquityInvestororanyassociatedTaxGuarantorpriortoTermConversionorTCPurchaserorany associatedTaxGuarantorpriortotheapplicable TCPurchaseFinal FundingDate,inwhichcase,

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Borrowershallhavethelesserof:(X)90daysand(Y)theperiodoftimeduringwhichtheAdvance RateGuarantyandtheITCLetterofCreditremainineffectandanyreductioninthecapunderthe Advance Rate Guaranty and the face amount of the ITC Letter of Credit that was previously reducedbyreasonofenteringintoanydocumentswithsuchPrefEquityInvestororTCPurchaser hasbeenreinstatedasifsuchdocumentswerenotenteredintowithsuchPerson,and(ii)theEPC Contractor,theOfftakers,AthosIandAthosII)toreplacesuchSubjectPersonwithaReplacement Obligor, (B) the Borrower shall have ten (10) Business Days following any Bankruptcy Event of the Sponsor to replace such Person with another Person reasonably satisfactory to the AdministrativeAgent(withtheconsentoftheMajorityLenderssuchconsentnotbeunreasonably withheld), and (C) in the case of: (X) the EPC Contractor or the Pref Equity Investor or any associated Tax Guarantor, at any time following the Term Conversion Date, or (Y) in the case of a TC Purchaser or any associated Tax Guarantor, at any time solely after the applicable TC PurchaseFinalFundingDate,ineachcaseof(X)and(Y),solelytotheextentthatsuchBankruptcy Event could reasonably be expected to cause a Material Adverse Effect.

(f)    PrefEquityLLCA.FollowingtheexecutionofthePrefEquityLLCA,the Class B Member is removed as the Managing Member under the Pref Equity LLCA pursuant to the terms of the Pref Equity LLCA or a “Buyout Event” (or similar term) under (and as defined in)thePrefEquityLLCAoccurswheretheClassBMemberisthememberwithrespecttowhom such “Buyout Event” (or similar term) under (and as defined in) the Pref Equity LLCA has occurred.

(g)    ERISA.(i)theClassBMember,theConstructionHoldco,theTaxHoldco ortheProjectCompanyshallengageinany“prohibitedtransaction”(asdefinedinSection406of ERISAorSection4975oftheCode)involvinganyERISAPlan,or(ii)any“accumulatedfunding deficiency”(asdefinedinSection302ofERISA),whetherornot waived, shallexistwithrespect toanyERISAPlanoftheClassBMember,theConstructionHoldco,theTaxHoldcoortheProject Company, or (iii) a Reportable Event shall occur with respect to, or proceedings shall commence tohaveatrusteeappointed,oratrusteeshallbeappointedto,administerortoterminateanySingle Employer Plan of the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company, which Reportable Event or institution of proceedings is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA, or (iv) any Single Employer Plan of the Class B Member, the ConstructionHoldco,theTaxHoldcoortheProjectCompanyshallterminateforpurposesofTitle IVofERISA,andineachcase,withrespecttoeventsundersubclauses(i),(ii),(iii)and(iv),such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect.

(h)       BreachofTermsofFinancingDocument.

(i)    AnyBorrowerEntity,asapplicable,shallfailtoperformorobserve any of the covenants set forth in Section1.2(c), Section8.1, Section8.3(d), Section8.9, Section8.13(e),Section 8.25,Section8.29,Section8.30,Section8.35,Section8.36,Section8.37andArticle 9.

(ii)    Any Borrower Entity or the Sponsor Support Provider (providedthat this Event of Default shall only apply to the Sponsor Support Provider during the periodanySponsorSupportDocumentisineffect)shallfailtoperformorobserveany

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other covenant to be performed or observed by it hereunder or under any Financing Document and not otherwise specifically provided for elsewhere in this Article 11, and such failure shall continue unremedied for a period of thirty (30)days after such party obtainsactualknowledgethereoforreceiveswrittennoticethereoffromtheAdministrative Agent; provided, however, that, in the case of a Borrower Entity, upon notice from the Borrower to the Administrative Agent, such cure period shall be extended to such longer period oftimeas is reasonably necessary to effect acureso long as (x)such default could reasonably be expected to be susceptible of a cure after the expired thirty (30)day cure period; (y) the applicable Borrower Entity is diligently proceeding to cure, or cause the cureof,suchdefaultandsocertifiesinsuchnoticeand(z)noMaterialAdverseEffecthas occurred and is continuing; providedfurtherthat such extended cure period shall not exceed sixty (60) days from the expiration of the initial thirty (30) day cure period.

(iii)    BreachofProjectDocuments.SubjecttoSection11.1(j)andthelast sentenceofthisSection11.1(i),theParent,theClassBMember,theConstructionHoldco, the Tax Holdco, the Project Company (unless waived by the counterparty under the applicable Project Document), the Pref Equity Investor, or any Key Project Participant shallbeinbreach of,or defaultunder,any MaterialProject Document and anyapplicable cureperiodthereundershallhaveexpiredwithrespecttosuchbreachordefault(or,ifsuch breach or default is capable of cure and no cure period is stipulated for such breach or default, the cure period for such default shall be no longer than thirty (30)days) and such breach or default could reasonably be expected to have a Material Adverse Effect; provided, that, (1) that upon notice from the Borrower to the Administrative Agent, such cure period shall be extended to such longer period of time as is reasonably necessary to effect a cureso long as (x)such default could reasonably be expected to besusceptible of a cure after the expired cure period specified in the Material Project Document; (y) the breaching party is diligently proceeding to cure, or cause the cure of, such default and so certifiesinsuchnoticeand(z)noMaterialAdverseEffecthasoccurredandiscontinuing; and(2)suchextendedcureperiodshallnotexceedninety(90)daysfromtheexpirationof the initial cure period setforth herein; provided, further, that, except in the case of breach of, or default under, any Key Material Project Document, the applicable Borrower Entity or Sponsor, shall have the right, in lieu of or in addition to curing such breach or default, to enter into a replacement Project Document with a Replacement Obligor within one hundredtwenty(120)daysfollowingtheoccurrenceofthebreachof,ordefaultunder,the applicableMaterialProject Document, whichreplacementshallbedeemed acureofsuch default for purposes of this Section 11.1(i).

(i)    LossofMaterialProjectDocument.NotwithstandingSection11.1(i),ifany Material Project Document shall terminate or cease for any reason to be in full force and effect (except at theend ofits term and not as aresult of any default thereunder) and, except in thecase ofaKeyMaterialProjectDocument,suchterminationorcessationisreasonablylikelytocausea Material Adverse Effect; provided, however, except in the case of a Key Material Project Document, the applicable Borrower Entity shall have one hundred twenty (120)days following the earlier of:(a) the occurrence of the breach resulting in such termination or cessation, and (b) such termination or cessation, in each case, to cure such event or to enter into, or cause the applicableBorrowerEntitytoenterinto,areplacementProjectDocumentwithaReplacement

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Obligor,whichreplacementshallbedeemedacureofsuchdefaultforpurposesofthis Section 11.1(j).

(j)    Security.Any of the Collateral Documents, once executed and delivered (except as the result solely of the acts of the Administrative Agent, the Collateral Agent, the Depositary or the Lenders), shall fail to provide the Lenders a first-priority perfected security interest in the Collateral (subject to Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than, or equal priority to, the Liens granted pursuant to the Collateral Documents) or cease to be in full force and effect (other than in accordance with their terms), or the validity thereof or the applicability thereof to the Loans, the Notes or any other obligations purported to be secured or guaranteed thereby or any part thereof shall be disaffirmed by or on behalf of any Borrower Entity, the Sponsor (providedthat this Event of Default shall only apply totheSponsorSupportProviderduringtheperiod anySponsorSupportDocumentisineffect) or any other party thereto or there shall occur an “event of default” under any Collateral Document, such “event of default” shall not have been cured within ten (10) Business Days after its occurrence.

(k)    LossofCollateral.AllorsubstantiallyallofanyBorrowerEntity’sproperty or any portion of the Collateral or the assets of the Project Company or any Borrower Entity that arematerialtotheProject,isseizedorappropriatedwithoutfairvaluebeingpaidthereforsuchas toallowreplacementofsuchpropertyand/orprepaymentinfullofallObligationsorotherwiseto allow any Borrower Entity, in the Administrative Agents’ reasonable judgment (with the consent of the Majority Lenders, acting reasonably), to continue satisfying its obligations hereunder and under the other relevant Operative Documents.

(l)    LossofApplicablePermits.AnymaterialApplicablePermitnecessaryfor operation, construction or maintenance of the Project shall be materially and adversely modified, suspended, terminated, revoked or cancelled by the issuing agency or other Governmental Authorityhavingjurisdiction,andsuchmaterialandadversemodification,suspension,revocation, termination or cancellation shall be reasonably expected to have a Material Adverse Effect and continue for forty-five (45)days from such material and adverse modification, suspension, termination,revocationorcancellation;provided, however, such cure periodshallbeextendedto suchlongerperiodoftimeasisreasonablynecessarytoeffect acuresolongas(y)theapplicable partyisdiligentlyproceedingtocure,orcausethecureof,suchdefaultand(z)noMaterialAdverse Effect has occurred and is continuing; providedfurtherthat such extended cure period shall not exceed forty-five (45) days from the expiration of the initial forty-five (45) day cure period.

(m)    Pref Equity Mechanical Completion Funding Date. The Pref Equity MechanicalCompletionFundingDateshallhavefailedtooccurbytheearlierof(i)sixty(60)days prior to the deadline therefor set forth in the Pref Equity Documents and (ii) the Mechanical Completion Date or, in each case, such later date as may be agreed in writing between the Pref Equity Investor and Class B Member pursuant to the terms of the Pref Equity ECCA.

(n)    Temporary Accounts.Notices of closure in respect of any Temporary AccountsbelongingtoanyofParent,ClassBMember,Tax Holdco orConstructionHoldcoshall notbedeliveredtothebankmaintaininganysuchTemporaryAccounts(ifany)withinfifteen(15) Business Days following the Transfer Date.

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(o)    Failure of Agreements.Any material provision of this Agreement or any materialprovisionofany otherFinancingDocument,atanytimeafteritsexecutionanddelivery, shall for any reason (except in accordance with its terms), cease to be in full force and effect.

(p)        ChangeofControl.AChangeofControl shallhaveoccurred.

(q)    TermConversionDate.TheTermConversionDatehasnotoccurredbythe Construction Loan Maturity Date.

(r)        PrefEquityEffectiveDate;RequiredTaxTransactionEffectiveDate.

(i)    The Pref Equity Effective Date has not occurred by Pref Equity Signing Deadline Date; or

(ii)    the Required Tax Transaction Effective Date has not occurred by the TC Purchase Signing Deadline Date; or

(iii)    thePrefEquityInvestororanyTCPurchaserhasfailedtomakeany payment when due and payable under and in accordance with the applicable Tax Documents, after giving effect to any applicable cure or grace periods therein.

(s)    Equity Contributions. TC Advance Rate Trigger 1 or TC Advance Rate Trigger 2 shall have occurred and the Sponsor shall not have made the applicable equity contributions, as and when required under any applicable Sponsor Support Document.

(t)    Sponsor Support Documents. Upon the occurrence of any failure to contributeortocomplywithanyothermaterialobligationsundertheSponsorSupportDocuments, including,butnotlimitedto,thefailuretopostcollateral,thefailuretoissueoflettersofcreditor the failure to draw on the ECL (as defined under the Advance Rate Guaranty) in each case when required under such Sponsor Support Document.

11.2    Remedies.UpontheoccurrenceandduringthecontinuationofanEventofDefault, the Administrative Agent and the Collateral Agent may, and at the direction of the Majority Lenders shall, exercise any or all of the following rights and remedies (without notice of default, presentmentordemandforpayment,protestornoticeofnon-paymentordishonor,orothernotices ordemandsofanykind,allsuchnoticesanddemandsbeingwaived),inanycombinationororder thattheAdministrativeAgent,theCollateralAgentortheMajorityLendersmayelect,inaddition to such other rights or remedies as the Lenders may have hereunder, under the Collateral Documents or at law or in equity:

(a)    No Further Loans.Terminate all unused Commitments, refuse, and the Lenders shall not be obligated, to make any additional Loans or make any payments from any Collateral Account or any Loss Proceeds (other than the Escrow Agreement Loss Proceeds), Eminent Domain Proceeds orother funds held by theAdministrativeAgent, theCollateral Agent ortheDepositaryundertheFinancingDocumentsoronbehalfoftheBorrowerEntities;providedthatintheeventofanEventofDefaultoccurringunderSection11.1(e)withrespecttotheSponsor or any Borrower Entity, all unused Commitments shall be immediately terminated without any further act of the Administrative Agent, any Secured Party or any other Person, and the Lenders shallnotmakeanyadditionalLoanswithouttheconsentofAdministrativeAgentandtheLenders.

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(b)    Cure by Administrative Agent.Without any obligation to do so, make disbursements or Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance required of the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company under any Project Documents to which any of them is a party as the Majority Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Secured Parties’ 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 the Administrative Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advancedunderthisAgreement,exceedtheamountoftheTotalConstructionLoanCommitment, TotalBridgeLoanCommitment,theTotalTerm LoanCommitmentortheTotalBLBridgeLoan Commitment, as applicable; providedthat, in no event shall any Lender be required to fund any Loan or participate in any Loan without its prior written consent if such funding or participation wouldcausethetotaloutstandingamountofLoansowedtosuchLenderorinwhichsuchLender participates to exceed its Commitment.

(c)    Acceleration.Declare and make all sums of accrued and outstanding principal of the Loans and accrued but unpaid interest under this Agreement together with all unpaid fees, costs (including Liquidation Costs), charges, amounts and all other Obligations due hereunder or under any other Financing Document (other than Interest Rate Agreements), immediately due and payable, providedthat in the event of an Event of Default occurring under Section11.1(e), all such amounts shall become immediately due and payable without further act of the Administrative Agent, any Secured Party or any other Person.

(d)    Cash Collateral.(i) Apply or execute upon, subject to sharing provisions, any amounts on deposit in any Collateral Account, or any other moneys of the Borrower Entities on deposit with the Administrative Agent, the Collateral Agent, the Depositary or any Lender in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral and/or (ii) draw upon or make a demand under any Collateral Document or any Material Project Document collaterally assigned to the Collateral Agent by any Borrower Entity, provided, however, that if an Event of Default occurs under Section11.1(e)with respect to the Class B Member, the Construction Holdco (prior the Term Conversion Date), the Tax Holdco or the Project Company, all such amounts shall become immediately due and payable without further act of the Agents, any Secured Party or any other Person.

(e)    Foreclosure with Respect to Equity Interest. Initiate foreclosure proceedings with respect to (i) the Parent’s ownership interests in the Class B Member; (ii) prior to the Transfer Date, Construction Holdco’s membership interests in the Project Company; (iii) theClassBMember’smembershipinterestintheTaxHoldco;and(iv)fromandaftertheTransfer DateandpriortotheTermConversionDate,theTaxHoldco’smembershipinterestintheProject Company,ineachcaseinthemannerprovidedintheUCCandotherrelevantstatutesanddecisions thereunder with respect to such Collateral.

(f)    Remedies Under Financing Documents.Exercise any and all rights and remedies available at law or in equity and available to it under any of the Financing Documents,

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includingjudicialornon-judicialforeclosureorpublicorprivatesaleofanyoftheCollateral pursuant to the Collateral Documents.

(g)    Possession of Project.Prior to the Term Conversion Date, enter into possession of the Project, perform any and all work necessary to complete the Project or operate andmaintaintheProject,andallsumsexpendedbytheAdministrativeAgentinsodoing,together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the AdministrativeAgentupondemandandshallbesecuredbytheFinancingDocumentstotheextent provided therein, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Construction Loan Commitment, Total Bridge Loan Commitment, the Total Term Loan Commitment or the Total BL Bridge Loan Commitment, as applicable.

(h)    Cash Collateralize LC Exposure.So long as any Letter of Credit shall remain outstanding, (a) the Administrative Agent or any applicable LC Issuer or Lender may require that the Borrower Cash Collateralize the then-applicable stated amount of any Letter of Credit as of such date plusany accrued and unpaid interest thereon in an amount equal to one hundred and three percent (103%) of the aggregate amount thereof; providedthat, in the event of an Event of Default occurring under Section11.1(e)with respect to Sponsor or any Borrower Entity, the Administrative Agent shall be deemed to have demanded such Cash Collateral upon the occurrence of such Event of Default without further act of the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuers or any other Person and (b) any amounts received by the Administrative Agent or the Collateral Agent in respect of the Letter of Credit pursuant to thisSection11.2(h)maybeheldasCashCollateralfortheobligationoftheBorrowertoreimburse the applicable LC Issuer in event of any drawing under any Letter of Credit.In the event any LetterofCreditinrespectofwhichtheBorrowerhasdepositedCashCollateralwiththeCollateral Agentiscanceledorexpires, theCash Collateralshallbeapplied(i)firsttothereimbursementof theapplicableLCIssuerorLender(oralloftheapplicableLCIssuersorLenders,asthecasemay be)foranydrawingsthereunderandpaymentofanyfeesorinterestrelatingthereto,and(ii)second to the payment of any outstanding Obligations of the Borrower hereunder or under any other Financing Document.

(i)    Holdback Amount.Direct the Depositary, in writing (pursuant to an instruction that is in format comparable to a Withdrawal Transfer Certificate), to transfer to the Pref Equity Investor funds on deposit in the Tax Holdco Holdback Account in accordance with the requirements of the Tax Consent and Agreement.

ARTICLE12SCOPEOFLIABILITY

NotwithstandinganythingtothecontraryinthisAgreementorotherFinancingDocuments (butsubjecttothepenultimatesentenceinthisArticle12),theAdministrativeAgent,theCollateral AgentandtheSecuredParties(collectively,the“Non-CompanyParties”)agreethatallobligations of each Borrower Entity (collectively, the “Credit Parties”) to the Administrative Agent, the Collateral Agent and to the Secured Parties under the respective Financing Documents to which each such Person is party shall be obligations solely of the respective Credit Parties, and fully secured by the relevant Collateral granted by such Credit Party, if any.As to each Credit Party otherthantheProjectCompany,theClassBMemberandtheirrespectiveSubsidiaries,eachNon-CompanyPartyshallhaverecourseonlytotheCollateralgrantedbysuchCreditParty,but

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excluding any distributions received by, orpayments allowed to, theParent pursuant to theterms of this Agreement or any other Financing Document in enforcing such obligations to the extent, and subject to the terms of, the relevant Financing Document.In no event shall the Parent or the Sponsor be personally liable or obligated for any liabilities or obligations of the Construction Holdco, the Class B Member, the Tax Holdco or the Project Company, except as may be specificallyprovidedinanyFinancingDocument towhichitisaparty.Without releasinganyof the Credit Parties from any of its obligations expressly provided for in any Financing Document to which it is a party (it being acknowledged and agreed that this Article 12shall notlimitin any respect the enforceability of any Operative Document against the Persons that are party thereto), eachNon-CompanyPartyherebyacknowledgesandagreesthatnoneofthemembers,partnersor shareholders of the Credit Parties (other than the Class B Member, the Construction Holdco, the TaxHoldcoandtheProject Company),theirrespectiveAffiliates andtheir past,presentorfuture officers, directors, employees, shareholders, agents or representatives (collectively, the “Non-RecourseParties”)shallhaveanyliabilitytoanyNon-CompanyPartyforthepaymentofanysums now or hereafter owing by the Credit Parties under the Financing Documents or for the performanceofanyoftheobligationsoftheCreditPartiescontainedthereinorshallotherwisebe liable orresponsiblewith respect thereto (such liability, including such as may ariseby operation oflaw,beingherebyexpresslywaived).Notwithstandingtheforegoing,itisexpresslyunderstood andagreedthatnothingcontainedinthisArticle12shallbedeemedto(i)limitorrestrictanyright orremedyoftheSecuredParties(oranyassigneeorbeneficiarythereoforsuccessorthereto)with respect to, and each of the Borrower and all of the other Non-Recourse Parties described above shall remain fully liable to the extent that the Borrower or such Person would otherwise be liable for its own actions with respect to, any fraud, willful misconduct, gross negligence or willful misrepresentationor(ii)limitinanyrespecttheenforceabilityagainstthepartiesthereto(including anyNon-RecourseParties)ofanyFinancingDocumentsoranyProjectDocumentstowhichsuch Person (including any Non-Recourse Party) is a party in accordance with their respective terms. TheCollateral Agent shallnotberesponsibleor liableforany failureordelayinthe performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstancesbeyonditscontrol,includingwithoutlimitation,anyactorprovisionofanypresent orfuturelaworregulationorgovernmentalauthority;actsofGod;earthquakes;fires;floods;wars; terrorism;civilormilitarydisturbances;sabotage;epidemics;pandemics;riots;interruptions,loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility. The foregoing acknowledgments, agreements and waiver shall be enforceable by any Non-Recourse Party.

ARTICLE13AGENTS;SUBSTITUTION

13.1    Appointment,PowersandImmunities.

(a)    Appointment of Agents.Each Secured Party (other than the Depositary) hereby appoints and authorizes each Agent to act as its agent hereunder and under the other Financing Documents with such powers as are expressly delegated to such Agent by theterms of this Agreement and the other Financing Documents, together with such other powers as are reasonably incidental thereto.No Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Financing Document, and notwithstanding anyprovisiontothecontraryinthisAgreementorinanyotherFinancingDocument,noAgent

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shall be a trustee for, or fiduciary of, any Secured Party.These duties shall be deemed purely ministerial in nature, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Financing Document or otherwise exist against any Agent.Notwithstanding anything to the contrary contained herein, such Agent shall not be required to take any action which is contrary to this Agreement or any other Financing Documents or any Legal Requirement or exposes such Agent to any liability.The permissive rights of the Agents to do things enumerated in this Agreement shall not be construed as a duty and, with respect to such permissive rights, no Agent shall be answerable for other than its gross negligence or willful misconduct.Each of the Agents, the Secured Parties and any of their respectiveAffiliatesshallnotberesponsibletoanyotherSecuredPartyforanyrecitals,statements, representationsorwarrantiesmadebytheBorroweroranyAffiliateoftheBorrowercontainedin thisAgreementoranyotherFinancingDocument orinanycertificateorotherdocumentreferred to or provided for in, or received by such Agent, or any Secured Party under this Agreement or any other Financing Document, for the value, validity, effectiveness, genuineness, enforceability orsufficiencyofanyoftheCollateral,thisAgreement,theNotes,anyotherFinancingDocument oranyotherdocumentreferredtoorprovidedforhereinorforanyfailurebyanyBorrowerEntity ortheSponsortoperformtheirrespectiveobligationshereunderorthereunder.EachPartyhereto acknowledges that notwithstanding the designation of the Depositary as an Agent or a Secured Party,theDepositary’sobligationsundertheFinancingDocumentsareexclusivelythoseincluded in the Account Control Agreement, and neither this Agreement nor any Financing Document to which the Depositary is not a party create any obligation of the Depositary.

(b)    PowersandImmunitiesofAgents.EachAgentanditsrespectiveAffiliates, directors,officers,employeesoragentsshallnotberesponsibleforanyactiontakenoromittedto betakenbyitorthemhereunderorunderanyotherFinancingDocumentorinconnectionherewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.Without limiting the generality of the foregoing, such Agent (i) may treat the payee of any Note as the holder thereof untilsuchAgentreceiveswrittennoticeoftheassignmentortransferthereofsignedbysuchpayee and in form and substance reasonably satisfactory to such Agent; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by them in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Secured Party for any statements, warranties or representations made in or in connection with any OperativeDocument; (iv) shall not haveany duty to ascertain, monitoror toinquireastotheperformanceorobservanceofanyoftheterms,covenantsorconditionsofany OperativeDocumentonthepartofanypartytheretoortoinspecttheproperty(includingthebooks andrecords)oftheBorroweroranyotherPerson;(v)shallnotberesponsibletoanySecuredParty for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any OperativeDocumentoranyotherinstrumentordocumentfurnishedpursuantheretoorthereto; (vi)shallhavenoobligationtogive,execute,deliver,file,record,authorizeorobtainanyfinancing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessaryto(x)create,preserve,perfectorvalidatethesecurityinterestgrantedtothesuchAgent pursuant to this Agreement or (y) enable any Agent to exercise and enforce its rights under this Agreement with respect to such pledge and security interest; (vii) shall notbe required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its dutiesorintheexerciseofanyofitsrightsorpowershereunder;(viii)shallnotbeliableforany

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amount in excess of the value of the Collateral or any assets not within the Collateral Agent’s control, and (ix) shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person.Except as otherwise provided under this Agreement,theAgentsshalltakesuchactionwithrespecttotheFinancingDocumentsasshallbe directedbytheMajorityLenders.EachAgentmayemployagentsandattorneys-in-factandshall notberesponsibleforthenegligenceormisconductofanysuchagentsorattorneys-in-factselected byitwithreasonablecare.Notwithstandinganythingtothecontraryherein,theCollateralAgent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on funds held under this Agreement, the Collateral Agent shall be entitled to request and receive written instructions from any Credit Party, LC Issuer or Lender, and the Agent shall be entitled to rely conclusively and without further inquiry on such written instructions.With respect to any other payments made under this Agreement, the Collateral Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting.The Collateral Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.

13.2    Reliance by Agents.Each Agent shall be entitled to conclusively rely upon any certificate,noticeorotherdocument(includinganytelecopyoremail)believedbyittobegenuine andtohavebeensignedorsentbyoronbehalfoftheproperPersonorPersons,notonlyastodue execution, validity, and effectiveness, but also as to the truth and accuracy of any information contained therein, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Agent.Each Agent may, at the expense of any Credit Party or Lender, as applicable, request, rely on and act in accordance with officer’s certificates and/or opinionsofcounsel,and shallincurnoliabilityandshallbefullyprotected inactingorrefraining fromactinginaccordancewithsuchofficer’scertificatesandopinionsofcounsel.Astoanyother mattersnotexpresslyprovidedforbythisAgreement,theAgentsshallnotberequiredtotakeany action or exercise any discretion, but shall be required to act or to refrain from acting upon instructionsoftheMajorityLenders(exceptthatnosuchAgentshallberequiredtotakeanyaction which exposes such Agent to personal liability or which is contrary to this Agreement, any other FinancingDocumentoranyLegalRequirement)andshallinallcasesbefullyprotectedinacting, orinrefrainingfromacting,hereunderorunderanyotherFinancingDocumentinaccordancewith the instructions of the Majority Lenders, and such instructions of the Majority Lenders and any actiontakenorfailuretoactpursuanttheretoshallbebindingonalloftheLenders.Ifanyconflict, disagreement ordispute arises between,among,orinvolvinganyofthepartiesheretoconcerning themeaningorvalidityofanyprovisionhereunderorconcerninganyothermatterrelatingtothis Agreement,ortheCollateralAgentisindoubtastotheactiontobetakenhereunder,theCollateral Agentmay,atitsoption,aftersendingwrittennoticeofthesametotheAdministrativeAgent,the Lenders and the Borrower, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the Collateral or (b) receives a written instruction, executed by each oftheparties involved in such disagreement ordispute, in a form reasonably acceptable to the Collateral Agent, directing delivery of the Collateral.The Collateral Agent will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent.The CollateralAgentmayfileaninterpleaderactioninastateorfederalcourt,anduponthefiling

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thereof, Collateral Agent will berelieved ofall liability as totheCollateraland will beentitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.

13.3    Non-Reliance.Each Lender represents that it has, independently and without reliance on the Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the financial condition and affairs of the Borrower and the Project and decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Agents, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement.Neither the Agents nor any Lender shall be required to keep informed as to the performance or observance by any Borrower Entity or the Sponsor under this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of the Borrower Entities or the Sponsor.

13.4    Defaults.No Agent (acting in its capacity as an Agent and not in any other capacity) shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default or any other event or information unless a Trust Officer of such Agent has received a writtennoticefromaSecuredPartyortheBorrower(orinthecaseofDepositary,awrittennotice from Collateral Agent or Administrative Agent), referring to this Agreement, describing such Default or Event of Default and indicating that such notice is a “notice of default”.If the Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the Administrative Agent shall give notice thereof to the other Secured Parties.The Agents (excluding Depositary) shall take such action with respect to such Default or Event of Default as isprovidedinSection2(r)(EventofDefault)oftheAccountControlAgreementandArticle11or if not provided for in Article 11, as such Agent shall be reasonably directed by the Majority Lenders (or in the case of Depositary, as directed by Collateral Agent or Administrative Agent); provided, however, that unless and until such Agent shall have received such directions, such Agentmay(butshallnotbeobligatedto)takesuchaction,orrefrainfromtakingsuchaction,with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Secured Parties.

13.5    Indemnification.Withoutlimitingtheobligations(including,butnotlimitedto,the Obligations) of the Borrower hereunder, to the extent the Borrower does not otherwise defend, release or indemnify the Agents or the officers, directors, shareholders, controlling persons, affiliates, employees, agents. advisors and representatives (including accountants, auditors and legal counsel) of such Person and such Person’s affiliates (the “Agent Indemnitees”) hereunder, each Lender agrees to defend, release and indemnify the Agents and other Agent Indemnitees, ratably in accordance with its Proportionate Share for any and all liabilities, obligations, losses, damages,penalties,actions,judgments,suits,costs,expenses,Taxesordisbursementsofanykind or nature whatsoever (including, without limitation, attorney’s fees and expenses) which may at any time be imposed on, incurred by or asserted against the Agents and other Agent Indemnitees in any way relating to or arising out of this Agreement or any documents contemplated by or referredtohereinorthereinorthetransactionscontemplatedherebyortherebyortheenforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no LendershallbeliableforanyoftheforegoingtotheextenttheyarisesolelyfromsuchAgent’sor suchotherAgentIndemnitee’sgrossnegligenceorwillfulmisconductasdeterminedbyafinal

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non-appealablejudgment ofacourt ofcompetentjurisdiction.TheAgentsshallbefullyjustified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Borrower or the Lenders against any and all liability and expense which maybeincurredbyitbyreasonoftakingorcontinuingtotakeanysuchaction.Withoutlimitation oftheforegoing,eachLenderagreestoreimburseeachAgentorotherAgentIndemniteepromptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees and expenses) incurred by an Agent in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Operative Documents, to the extent that such Agent is not reimbursed promptly for such expenses by the Borrower.The terms of this indemnity shall survive the termination of this Agreement or the earlier resignation or removal of any Agent.

13.6    SuccessorAgent.Each Agentacknowledges thatitscurrentintentionisto remain anAgenthereunder.Nevertheless,suchAgentmayresignat anytimebygivingthirty(30)days’ priorwrittennoticethereoftotheSecuredPartiesandtheBorrower.Furthermore,withtheconsent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such Agent may assign its duties and rights as Administrative Agent to any Affiliate of the Administrative Agent satisfying the requirements set forth below upon thirty (30)days’ prior writtennoticetotheSecuredPartiesandtheBorrowerandtheCollateralAgentandtheDepositary, asapplicable,mayassign itsdutiesandrightsasCollateralAgentorDepositary,asapplicable,to any Affiliate of such respective Agent satisfying the requirements set forth below upon prior writtennoticeto theSecuredParties and theBorrowerwithoutconsentofanypartyheretoor any otherFinancingDocument.Upontheoccurrenceofsuchassignment,allrightsandobligationsof such Agent under the Financing Documents shall be transferred to such assignee, and the parties hereto shall execute in conjunction therewith assignment documentation and such other documentationasshallbenecessaryordesirabletopreservethetransactionscontemplatedhereby and to preserve such Agents’ security interests in the Collateral, all as shall be reasonably satisfactorytosuchassignee.EachAgentmayberemovedinvoluntarilyonlyforamaterialbreach ofitsdutiesandobligationshereunderorundertheotherFinancingDocuments,ifitisaDefaulting Lender or for gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunderorundertheotherFinancingDocumentsandthenonlyupontheaffirmativevoteofthe MajorityLenders(excludingsuchAgentfromsuchvoteandsuchAgent’sProportionateShareof theLoansandfromtheamountsusedtodeterminetheportionoftheLoansnecessarytoconstitute the required Proportionate Share of the remaining Lenders).Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent oftheBorrower(unlessanEventofDefaultshallhaveoccurredandbecontinuing),whichconsent shall not be unreasonably withheld, conditioned or delayed and which consent shall be provided withrespecttoatleastoneoftheLenders.IfnosuccessorAgentshallhavebeensoappointedby the Majority Lenders, and shall have accepted such appointment, within thirty (30)days after the retiring Agent’s giving of notice of resignation orthe Lenders’ removal of the retiring Agent, the retiringAgentmay,onbehalfoftheLenders,appointasuccessorAgent,whichshallbeaLender, if any Lender shall be willing to serve, or otherwise shall be a financial institution having a combined capital and surplus of at least five hundred million dollars ($500,000,000) and acceptable to the Majority Lenders and (unless an Event of Default shall have occurred and be continuing) reasonably acceptable to the Borrower.Upon the acceptance of any appointment as CollateralAgent,DepositaryorAdministrativeAgent,asapplicable,undertheFinancing

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Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vestedwithalltherights,powers,privilegesanddutiesoftheretiringAgent,andtheretiringAgent shall be discharged from its duties and obligations as such Agent only under the Financing Documents.After any retiring Agent’s resignation or removal hereunder as such Agent, the provisionsofthisArticle13shallinuretoitsbenefitastoanyactionstakenoromittedtobetaken by it while it was an Agent under the Financing Documents.

13.7    Authorization.EachAgentisherebyauthorizedbytheLenderstoexecute,deliver andperform each oftheFinancing Documentsto whichsuch Agentisoris intendedtobeaparty and each Lender agrees to be bound by all of the agreements of such Agent contained in the Financing Documents. Without limiting the generality of the foregoing, each Lender expressly authorizes each Agent (other than the Depositary) to assume on behalf of such Lender, and each Lender agrees to be bound by, the obligations of the Lenders under the Account Control Agreement, including the obligations of the Lenders pursuant toSection6(b) (Indemnity; Expenses; Fees) of the Account Control Agreement.

13.8    Other Rights and Powers of Agents.The Administrative Agent hereunder shall havethesamerightsandpowersinitscapacityasaLenderasanyotherLenderandmayexercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as trustee underindenturesof,andgenerallyengageinanykindofbusinesswiththeBorrower(totheextent notinconsistentwiththisAgreement)oranyotherPerson,withoutanydutytoaccountthereforto the Lenders. In the event that any Collateral or assets in the Collateral Agent’s control shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an orderofacourt, orany order, judgment ordecreeshall bemadeorentered by any court order affecting the Collateral or asset, the Collateral Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decreessoenteredorissued,orwhichitisadvisedbylegalcounselofitsownchoosingisbinding upon it, whether with or without jurisdiction.In the event that the Collateral Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

13.9    Amendments.

(a)    Except as otherwise expressly set forth in this Agreement (including Section5.5(f) and Section5.7), subject to the provisions of this Section13.9, this Agreement or any other Financing Documents (other than the Interest Rate Agreements) shall not be amended, supplemented, waived or modified without the prior written consent of the Borrower and the Majority Lenders (or the Administrative Agent with the consent in writing of the Majority Lenders); provided that, at the request of the Borrower but without seeking the consent of the MajorityLenders,theAdministrativeAgentmayamendorsupplementtheFinancingDocuments (i)tocureanyambiguity,defectorinconsistency;(ii)tomakeanychangethatwouldprovideany additional rights or benefits to the Lenders; (iii) to make, complete or confirm any grant of CollateralthatisotherwisepermittedunderthetermsofthisAgreementandtheCollateral

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Documentsor(iv)tograntwaiversofaministerialnature,which,ineachcase,shallbedelivered to, and shall be binding upon, the Lenders.

(b)    NotwithstandinganythingtothecontraryinthisSection13.9,no amendment,supplement,waiverormodificationshall,withouttheconsentofallaffectedLenders:

(i)    Extend the Construction Loan Maturity Date, the Bridge Loan Maturity Date, the Term Loan Maturity Date, the BL Bridge Loan Maturity Date, the maturity of any of the Notes or reduce the principal amount thereof, or reduce the rate or change the time of payment of any interest due on any Loan or any Notes; or

(ii)    ModifySection5.1,Section5.2,Section5.3,Section5.4, Section9.6,Section2(g)(i)(RevenueAccount)oftheAccountControlAgreement,Section 2(g)(ii) (Revenue Account) of the Account Control Agreement or Section2(m)(ii) (Construction Account) of the Account Control Agreement; or

(iii)    Reducethe amount or extendthepayment date forany amountdue under Article 2; or

(iv)    Increasetheamount of the Commitments of anyLender hereunder; or

(v)    Reduce orchangethetimeoramountofpaymentofanyfeeorany otheramountdueorpayablehereunderorunderanyFinancingDocument; or

(vi)    Reduce the percentage specified in the definition of Majority Lenders, Majority CL/LC Lenders, Supermajority Lenders or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modifyanyrightshereunderormakeanydeterminationorgrantanyconsenthereunder;or

(vii)    Permit the Borrower to assign its rights under this Agreement, except as provided in Section 11.1(q); or

(viii)    AmendthisSection13.9; or

(ix)    (A)ReleaseallorsubstantiallyalloftheCollateralfromtheLienof any of the Collateral Documents or release any guarantees or undertakings under any of theCollateralDocumentsotherwisethaninaccordancewiththetermshereofandthereof; or (B) the subordination of the payment priority of the Obligations to any other indebtedness of the Borrower or the subordination of any Liens granted to the Collateral Agent on a material portion of the Collateral to Liens securing other indebtedness of the Borrower (the “Senior Debt”), in each case, except as otherwise permitted under the FinancingDocumentsasineffectonthedatehereof,unlesseachaffectedLenderhasbeen offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are held by each Lender) of the Senior Debt on the same terms (it being understood that this clause (B) shall not apply to the incurrence of debtor-in-possession financing (or similar financing arrangements in insolvency proceedings in non-U.S. jurisdictions) so long as each affected Lender is offered a bona fide opportunity to fund its pro rata share of such financing on comparable terms); or

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(x)    modify the pro rata or ratable distribution or sharing requirements of Section5.05 of the Project Company Security Agreement, Section5.03 of the Parent PledgeAgreement,Section6.05oftheConstructionHoldcoSecurityAgreement, Section6.05 of the Class B Member Security Agreement and Section6.05 of the Tax Holdco Security Agreement; or

(xi)    makeanyotheramendments,waivers,orconsents,ineachcase,that would otherwise expressly permit any Borrower Entity to incur debt for borrowed money that ranks senior in priority of Liens or right of payment with the Indebtedness under the Financing Documents, in each case, without the consent of each Lender; or

(xii)    amend the definition of Acceptable TC Purchaser or Acceptable Pref Equity Investor.

(c)    Notwithstanding anything to the contrary in this Section13.9, no amendment, supplement, waiver, approval or modification shall, without the consent of the Supermajority Lenders (or the Administrative Agent with the consent in writing of the Supermajority Lenders, as applicable) amend, supplement, waive, approve or modify: (i) any Sponsor Support Documents, or (ii) any provision (or the defined terms “Acceptable Sponsor Letter of Credit,” “Acceptable TC Purchaser”, “Acceptable Pref Equity Investor”, “Pref Equity MechanicalCompletionFundingDate”,“PrefEquitySigningDeadlineDate”,“TaxUncontracted Period”,“TCPurchaseEffectiveDate”,“TCAdvanceRateTrigger1”,“TCAdvanceRateTrigger 2”, “TC Purchase Effective Date Base Case Forecast”, “TC Purchaser”, “Pref Equity Cash Diversion Guaranty”, “Pref Equity Effective Date”, “Pref Equity Effective Date Base Case Forecast”, “Pref Equity Investor”, “Required Tax Transaction Effective Date”, “Sponsor Guaranty”,“SponsorSupportProvider”,“SponsorSupportDocument”,“SupermajorityLenders”, “TCPurchaseAgreement”,“TCPurchaseDocuments”,“TCPurchaseProceeds”,“TCTransaction Completion Date”, “Total Bridge Loan Commitment”, “Total Construction Loan Commitment”) in this Agreement requiring the consent or approval of the Supermajority Lenders, as applicable.

(d)    Notwithstanding anything to the contrary in this Section 13.9, no amendment, supplement, waiver, approval or modification shall, without the consent of all Lenders, amend, supplement, waive, approve or modify the defined term “TC Purchase Signing Deadline Date” in this Agreement.

(e)    Notwithstanding anything to the contrary in this Section13.9, (i) no amendment, supplement, waiver or modification of any provision of this Agreement relating to theAdministrativeAgent,CollateralAgent,DepositaryoranyLCIssuershallbeeffectivewithout the written consent of the Administrative Agent, Collateral Agent, Depositary or such LC Issuer, as applicable, and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment,waiverorconsenthereunder(andanyamendment,waiverorconsentthatbyitsterms requires the consent of all the Lenders or each affected Lender may be effected with the consent ofthe applicable Lenders otherthan Defaulting Lenders), except that (x)theCommitment ofany Defaulting Lender may not be increased or extended, or the maturity of any of its Loans may not be extended, the rateof interest on any of its Loans may not be reduced and the principal amount ofanyofitsLoansmaynotbeforgiven,ineachcasewithouttheconsentofsuchDefaultingLender and(y)anyamendment,waiverorconsentrequiringtheconsentofalltheLendersoreachaffected

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LenderthatbyitstermsaffectsanyDefaultingLendermoreadverselythantheotheraffected Lenders shall require the consent of such Defaulting Lender.

(f)    Notwithstanding the foregoing provisions of Section13.9, this Agreement maybeamendedwiththewrittenconsentoftheAdministrativeAgentandtheBorrowertocorrect any typographical errors, drafting mistakes or other similar mistakes that do not modify the intended rights and obligations of the parties hereto.

13.10    WithholdingTax.

(a)    If the forms or other documentation required by Section5.3(f)are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interestpaymenttoanySecuredPartynotprovidingsuchformsorotherdocumentation,anamount equivalent to the applicable withholding tax.

(b)    EachLendershallseverallyindemnifytheAdministrativeAgent,withinten (10)days after demand therefor, for (i) any Indemnified Taxes and Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of the Borrower to do so) and (ii) any Taxes (other than Indemnified Taxes and Other Taxes) attributable to such Lender, in each case, that are payable or paid by the Administrative AgentinconnectionwithanyFinancingDocument,andanyreasonableexpensesarisingtherefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted bytherelevantGovernmentalAuthority.Acertificateastotheamountofsuchpaymentorliability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. EachLenderherebyauthorizestheAdministrativeAgenttosetoffandapplyanyandallamounts at any time owing to such Lender under any Financing Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (b).

(c)    IfanyLendergrantsparticipationsinorotherwisetransfersitsrightsunder this Agreement, the participant shall comply and be bound by the terms of Section5.3(d),Section 5.3(f)and this Section 13.10as though it were such Lender.

(d)    UponaChangeofLawwithrespecttowithholdingtaxes,thepartieshereto shall use all reasonable efforts to mitigate the adverse circumstances of such Change of Law.

13.11    General Provisions as to Payments.The Administrative Agent shall promptly distribute to each Lender its pro rata share of each payment of principal and interest payable to the Lenders on the Loans and of fees hereunder received by the Administrative Agent for the accountoftheLendersandofanyotheramountsowingundertheLoans.Thepaymentsmadefor the account of each Lender shall be made, and distributed to it, for the account of its Lending Office.

13.12    Substitution of Lender.Should any Lender fail to provide its consent to a matter that requires the approval of each Lender, each affected Lender or the Supermajority Lenders, as towhichsuchconsenthasbeenrequestedhereunderandconsentoftheMajorityLendershasbeen obtained, fail to make a Loan or be unable to make Loans due to an event occurring under Section5.5(b),orclaimincreasedcostsunderSection5.5(c)orSection 5.5(b)oriftheBorrower

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is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section5.3(d), or becomes subjecttoaBail-inAction,orisaDisqualifiedLender,aDefaultingLenderoraSpecifiedForeign Entity (a “Substitutable Lender”), the Administrative Agent shall have the right, and the Administrative Agent shall, if requested by the Borrower, at the sole expense of the Borrower, upon notice to such Substitutable Lender and the Borrower, require such Substitutable Lender to assignanddelegate,withoutrecourse(inaccordancewiththerestrictionscontainedin Section13.14hereof)allofitsinterests,rightsandobligationsunderthisAgreementtoanassignee towhomsuchanassignmentwouldbepermittedunderSection13.14,approvedbytheBorrower (to the extent a Default or Event of Default has not occurred and is not continuing), that shall assume such obligations (which assignee may be another Lender, if such other Lender accepts such assignment and, if applicable, which assignee has provided its consent to the applicable matter requiring approval); providedthatsuch Substitutable Lender shall have received payment ofanamountequaltotheoutstandingprincipalofitsLoans,accruedinterestthereon,accruedfees andallotheramountspayabletoithereunder(recognizingthatanySubstitutableLendermayhave givenupitsrightsunderthisAgreementtoreceivepaymentoffeesandotheramountspursuantto the terms hereof), from such assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any Liquidation Costs).DuringtheperiodthataLenderremainsaSubstitutableLendersolelyduetosuchLender’s failureto make aLoan or such Lenderbeing aDisqualified LenderoraSpecified Foreign Entity, suchSubstitutableLendershall(x)bedeemednot tobea“Lender”forpurposesofvotingonany matters (including the granting of any consents or waivers) with respect to any of the Financing Documents and (y) not be entitled to receive any commitment fee or Letter of Credit Fee, as applicable, pursuant to Sections5.2(a), (b)or (c)(and Borrower shall not be required to pay any commitment fee or Letter of Credit Fee, as applicable, pursuant to Sections5.2(a), (b)or (c)that otherwise would have been required to have been paid to such Substitutable Lender).

13.13    Participations.

(a)    Nothing herein provided shall prevent any Lender from selling a participation in its Loans without the prior written consent of the Borrower to one or more banks or other entities (a “Participant”); providedthat (a) no such sale of a participation shall (i) alter suchLender’sobligationshereunder,(ii)causeanincreaseinanyexpenseorcosttotheBorrower including pursuant to Sections5.3or 5.5or otherwise under this Agreement, except as provided in this paragraph (a) or (iii) cause illegality including pursuant to Section5.5(b), (b) the recipient of such participation is a bank, insurance company or other financial institution and is not a Disqualified Lender, Defaulting Lender or a Subsidiary thereof, (c) the Project Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such LenderinconnectionwithsuchLender’srightsandobligationsunderthisAgreementand(d)any agreement pursuant to which any Lender may grant a participation in its rights with respect to its Loans shall provide that, with respect to such Loans, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender (except with respect to any matter hereunder thatrequires thevoteofallLenders), and enforcetheobligationsoftheBorrowerrelatingtosuch Loans,includingtherighttoapproveanyamendment,modificationorwaiverofanyprovisionof this Agreement or any other Financing Document and the right to take action to have the Notes declared due and payable pursuant to Article 11.No recipient of a participation in any Loans of anyLendershallhaveanyrightsunderthisAgreement,includingdirectrightsagainstany

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BorrowerEntityortheSponsor,norrightstoany remedieshereunderandshallnotbeconsidered for any purpose to be party to this Agreement.In no event shall the Borrower Entities or the Sponsor be responsible for any costs or expenses of any counsel engaged by a recipient of a participationinanyLoansofaLenderhereunder.TheBorroweragreesthateachParticipantshall be entitled to the benefits of Sections5.3and 5.5(subject to the requirements and limitations therein, including the requirements under Section5.3(f)(it being understood that the documentationrequiredunderSection5.3(f)shallbedeliveredtotheparticipatingLender))tothe same extent as if it were a Lender and had acquired its interest by assignment pursuant toSection13.14;providedthat(x)suchParticipantagreestobesubjecttotheprovisionsof Section5.8and Section13.12as if it were a Lender and (y) such Participant shall not be entitled toreceiveanygreaterpaymentunderSection5.3or5.5,withrespecttoanyparticipation,thanits participating Lender would have been entitled to receive except to the extent such entitlement to receiveagreaterpaymentresultsfrom aChangeofLawthat occursaftertheParticipantacquired the applicable participation.

(b)    EachLenderthatsellsaparticipationshall,actingsolelyforthispurposeas anon-fiduciaryagentoftheBorrower,maintainaregisteronwhichitentersthenameandaddress of each Lender and the principal amounts of (and stated interest on) each Lender’s interest in the Loans orotherobligations undertheFinancing Documents (the “Participant Register”); providedthat no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Lender or any information relating to a Lender interest in any commitments, loans, letters of credit or its other obligations under any Financing Document) to anyPersonexcepttotheextentthatsuchdisclosureisnecessarytoestablishthatsuchcommitment, loan, letter of credit or other obligation is in registered form under Section5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations.Theentries in theParticipant Registershall be conclusiveabsent manifest error, and such Lendershall treat each Person whosenameis recorded in theParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

13.14    Assignments.

(a)    Notwithstandinganythingelsehereintothecontrary,anyLendermayfrom time to time, with the prior written consent of(i) the Administrative Agent (such consent not to beunreasonablywithheld,conditionedordelayed),(ii)theapplicableLCIssuer(inthecaseofan assignmentofMaximumLCCommitments)and(iii)solongasnoEventofDefaulthasoccurred and is then continuing, the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), sell, assign, transfer, negotiate or otherwise dispose of all or a portion of its Loans madeandCommitmentshereunder(includingtheLender’sinterestinthisAgreementandtheother FinancingDocuments)toanybank,insurancecompanyorotherfinancialinstitution;providedthatinnoeventshalltheconsentofanyBorrowerberequiredinrespectofanysuchsale,assignment, transferorotherdispositionfromaLendertoanAffiliateofsuchLender,toanotherLenderoran Affiliate of another Lender or an Approved Fund; providedfurtherthat the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof.

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(b)    AssignmentsofLoansshallbesubjecttothefollowingconditions:

(i)    No assignment by any Lender shall be made to (A) any Borrower EntityoranyofitsSubsidiariesorAffiliates,(B)anynaturalPerson(oraholdingcompany, investmentvehicleortrustfor,orownedandoperatedfortheprimarybenefitof,anatural Person), (C) any Disqualified Lender or (D) a Defaulting Lender or a Subsidiary thereof.

(ii)    (a) there shall be no assignment of less than five million dollars ($5,000,000)(oranyloweramountifitrepresentstheremainderofsuchLender’sLoans); and (b)there shall be no partial assignment that leaves the assigning Lender with Loans (togetherwithanyoutstandingCommitments)oflessthanonemilliondollars($1,000,000) after giving effect to such partial assignment;

(iii)    no Lender (including any assignee of any Lender) may assign any portionofitsLoanstoanewlenderifsuchassignmentwould,orisreasonablyforeseeable to,resultinincreasedcosts,indemnityobligationsorexpensesassessedtotheBorrowerin excess of those which could be made by the assigning Lender were it not to make such assignment;

(iv)    (x) no Lender shall assign any portion of its Construction Loans or Construction Loan Commitments without concurrently assigning the same proportion of itsBridgeLoansorBridgeLoanCommitmentsand(y)noLendershallassignanyportion ofitsBridgeLoansorBridgeLoanCommitmentswithoutconcurrentlyassigningthesame proportion of its Construction Loans or Construction Loan Commitments to the same assignee.

(c)    In the event of any such assignment, (a) the assigning Lender’s ProportionateShareshallbereducedbytheamountoftheProportionateShareassignedtothenew lender;(b)thepartiestosuchassignmentshallexecuteanddeliveranAssignmentandAssumption evidencingsuchsale,assignment,transferorotherdisposition;(c)theassigning Lendershallpay totheAdministrativeAgentaprocessingfeeofthreethousandfivehundreddollars($3,500);and (d) at the assigning Lender’s option, the Borrower shall execute and deliver to such new lender a new Note in the form attached hereto as Exhibit B-1, Exhibit B-2, Exhibit B-3or Exhibit B-4, as the case may be, in a principal amount according to its Proportionate Share of the Loans and Commitments being assigned, and the Borrower shall execute and exchange with the assigning Lenderareplacement noteforany Notein an amount according to theProportionateShareofthe Loans retained by the Lender, if any.Subject to acceptance and recording thereof pursuant to Section13.14(e),fromandaftertheeffectivedatespecifiedineachAssignmentandAssumption, suchnewlendershallbedeemedtobeaLenderandshallhavealloftherightsandobligationsof a Lender (except as otherwise provided in this Article 13), in accordance with its Proportionate Share, under each of the Financing Documents.

(d)    In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consentoftheBorrowerandtheAdministrativeAgent,theapplicableproratashareofLoans

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previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x)pay and satisfy in full all payment liabilitiesthenowedbysuchDefaultingLendertotheAdministrativeAgent,eachLCIssuer,and each other Lender hereunder (and interest accrued thereon), and (y)acquire (and fund as appropriate)itsfullproratashareofallLoansandparticipationsinLettersofCredit,asapplicable, in accordance with its Proportionate Share.Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee ofsuchinterestshallbedeemedtobeaDefaultingLenderforallpurposesofthisAgreementuntil such compliance occurs.Furthermore, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(e)    TheAdministrativeAgentshall,onbehalfoftheBorrower,maintainacopy of each Assignment and Assumption referred to in clause (b)above delivered to it and a register (the“Register”)fortherecordationofthenamesandaddressesoftheLendersandtheCommitment and theprincipal amount of(and stated interest on)theLoans owing to each Lender from timeto time.The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, each Lender and the Administrative Agent shall treat each Person whose name is recorded in the Register as a Lender and the owner of its portion of the Loans for all purposes of this Agreement, notwithstanding notice to the contrary.The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

13.15    Laws.Notwithstanding the foregoing provisions of this Article 13, no sale, assignment, transfer, negotiation or other disposition of the interests of any Lender hereunder or under the other Financing Documents shall be allowed if it would require registration under the SecuritiesActof1933,asamended,anyotherfederalsecuritieslawsorregulationsorthesecurities laws or regulations of any applicable jurisdiction.The Borrower shall, from time to time at the requestandexpenseoftheAdministrativeAgent,executeanddelivertotheAdministrativeAgent, or to such party or parties as the Administrative Agent may designate, any and all further instruments and take such further actions as may in the opinion of the Administrative Agent be reasonably necessary or advisable to give full force and effect to such disposition.

13.16    Assignability to Federal Reserve Bank.Notwithstanding any other provision contained in this Agreement or any other Financing Document to the contrary, any Lender may assignalloranyportionoftheLoansorNotesheldbyittoanyFederalReserveBankortheUnited States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any “Operating Circular” issued by such Federal Reserve Bank or anycentralbankingauthorityhavingjurisdictionoversuchLender,providedthatanypaymentin respect of such assigned Loans or Notes made by the Borrower to or for the account of the assigningand/orpledgingLenderinaccordancewiththetermsofthisAgreementshallsatisfythe Borrower’sobligationshereunderinrespecttosuchassignedLoansorNotestotheextentofsuch payment.No such assignment shall release the assigning Lender from its obligations hereunder and in no event shall such Federal ReserveBank orcentral banking authority beconsidered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

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13.17    ResponsetotheBorrower’sRequests.TheAdministrativeAgentandeachLender shall endeavor to act as diligently as practicable in the review of documents, the making of determinations or the consideration of requests for consents, approvals, waivers or amendments required to be reviewed, made or considered by the Administrative Agent or the Lenders, as the casemaybe,ascontemplatedbyandinaccordancewiththeprovisionsofthisAgreementandthe other Financing Documents.The Borrower shall provide the Administrative Agent with reasonableadvancewrittennoticeoftheexpectedoccurrenceofanysuchrequirementsand,atthe reasonable request of the Borrower and to the extent required by this Agreement, the Administrative Agent shall so advise the Lenders.The Borrower shall provide such documents and information to any Lender (through the Administrative Agent) as the Administrative Agent may reasonably consider necessary or advisable, and shall otherwise cooperate with the Administrative Agent and the Lenders to permit the Administrative Agent and the Lenders effectively to review such documents, make such determinations or consider such requests for consents, approvals, waivers or amendments.

13.18    Administrative Agent Delivery to Secured Parties.The Administrative Agent herebyagreestodeliverpromptlytoeachSecuredPartycopiesofalldocuments,reports,notices, and other information (other than documents, reports, notices and information relating solely to the Administrative Agent in its capacity as the Administrative Agent) delivered to the Administrative Agent by the Borrower pursuant to this Agreement and the other Financing Documents.

13.19    ExerciseofDiscretion.TotheextentthattheAdministrativeAgenthastherightto exercisediscretion,makedeterminationsortakeactionspursuanttoprovisionsofthisAgreement andtheotherFinancingDocuments,theAdministrativeAgentherebyagreesthatif,inanyspecific instance of exercising such discretion, making such determinations or taking such action, the AdministrativeAgentreceiveswritteninstructionsfromtheMajorityLenders,theAdministrative Agentwillexercisesuchdiscretion,makesuchdeterminationsandtakesuchactionsinaccordance withthewritteninstructionsfromMajorityLendersinsuchinstancewithrespecttotheexercising of such discretion, the making of such determination or the taking of such actions. Notwithstanding the foregoing, the Secured Parties agree that until the Administrative Agent receives written instructions from Majority Lenders, the Administrative Agent may reasonably exercisediscretion,makedeterminationsandtakeactionsandthattheAdministrativeAgentshall havenoobligationtoseekanysuchwritteninstructions.Infurtheranceoftheforegoing,whenever referenceismadeinthisAgreementortheotherFinancingDocumentstoanydiscretionaryaction by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (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, as applicable,shallbeactingatthedirectionoftheMajorityLendersandshallbefullyprotectedwith respect to any liabilities that otherwise would be owed to the Lenders in acting pursuant to such directions.Without limiting the foregoing and notwithstanding any provision of this Agreement or any other Financing Document to the contrary, no Lender shall have any right of action whatsoever against any Agent as a result of an Agent acting or refraining from acting under this Agreement or any of the other Financing Documents in accordance with the instructions of the MajorityLenders(orallorsuchotherportionoftheLendersasshallbeprescribedbythis

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Agreement)and,notwithstandingtheinstructionsoftheMajority Lenders(orsuchotherapplicable portionoftheLenders),anAgentshallhavenoobligationtotakeanyactionifitbelieves,ingood faith,thatsuch actionwouldviolateapplicablelaworexposesan Agentto anyliabilityforwhich it has not received indemnification satisfactory to it.

13.20    RecoveryofErroneousPayments

(a)    If the Administrative Agent (x) notifiesa Lender, LC Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, LC Issuer or Secured Party (any such Lender, LC Issuer, Secured Party or other recipient (and each of their respective successorsand assigns),a“PaymentRecipient”)thattheAdministrativeAgenthasdeterminedin itssolediscretion(whetherornotafterreceiptofanynoticeunderimmediatelysucceedingclause(b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuer, Secured Party or other Payment Recipientonitsbehalf)(anysuchfunds,whethertransmittedorreceivedasapayment,prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”)and (y)demands in writing thereturn ofsuch Erroneous Payment (ora portion thereof), such Erroneous Payment shall at all times remain the property of the AdministrativeAgentpendingitsreturnorrepaymentascontemplatedbelowinthisSection13.20andheldintrustforthebenefitoftheAdministrativeAgent,andsuchLender,LCIssuerorSecured Partyshall(or,withrespecttoanyPaymentRecipientwhoreceivedsuchfundsonitsbehalf,shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing),returntotheAdministrativeAgenttheamountofanysuchErroneousPayment(orportion thereof) as to which such a demand was made, in same day funds (in the currency so received), togetherwithinterestthereon(excepttotheextentwaivedinwritingbytheAdministrativeAgent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in sameday funds at thegreateroftheFederal Funds Effective Rate and a rate determined bytheAdministrativeAgentinaccordancewithbankingindustryrulesoninterbankcompensation fromtimetotimeineffect.AnoticeoftheAdministrativeAgenttoanyPaymentRecipientunder this clause (a)shall be conclusive, absent manifest error.

(b)    Withoutlimitingimmediatelyprecedingclause(a),eachLender,LCIssuer, SecuredParty,oranyPersonwhohasreceivedfundsonbehalfofaLender,LCIssuerorSecured Party(andeachoftheirrespectivesuccessorsandassigns),herebyfurtheragreesthatifitreceives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment ofprincipal, interest, fees, distribution orotherwise)from the AdministrativeAgent (orany ofits Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreementorinanoticeofpayment,prepaymentorrepaymentsentbytheAdministrativeAgent (orany ofitsAffiliates) withrespecttosuch payment,prepaymentorrepayment,(y)thatwasnot preceded or accompanied by a notice of payment, prepayment or repayment sent by the AdministrativeAgent(oranyofitsAffiliates),or(z)thatsuchLender,LCIssuerorSecuredParty,

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orothersuchrecipient,otherwisebecomesawarewastransmitted,orreceived,inerrororby mistake (in whole or in part), then in each such case:

(i)    it acknowledges and agrees that (A) in the case of immediately preceding clauses (x)or (y), an error and mistake shall be presumed to have been made (absentwrittenconfirmationfromtheAdministrativeAgenttothecontrary)or(B)anerror andmistakehasbeenmade(inthecaseofimmediatelyprecedingclause(z)),ineachcase, with respect to such payment, prepayment or repayment; and

(ii)    such Lender, LC Issuer or Secured Party shall (and shall cause any otherrecipientthat receivesfunds onitsrespectivebehalfto)promptly(and,inall events, withinone(1)BusinessDayofitsknowledgeoftheoccurrenceofanyofthecircumstances described in immediately preceding clauses (x), (y)and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 13.20(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section13.20(b)shall not have any effect on a Payment Recipient’s obligations pursuant to Section13.20(a)or on whether or not an Erroneous Payment has been made.

(c)    Each Lender, LC Issuer and Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, LC Issuer or Secured Party under any Financing Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuer or Secured Party under any Financing Document with respect to any payment of principal, interest, fees or other amounts, againstanyamountthattheAdministrativeAgenthasdemandedtobereturnedunderimmediately preceding clause (a).

(d)    Thepartieshereto agreethat(x)irrespectiveofwhethertheAdministrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) isnotrecoveredfromanyPaymentRecipientthathasreceivedsuchErroneousPayment(orportion thereof)foranyreason,theAdministrativeAgentshallbesubrogatedtoalltherightsandinterests ofsuchPaymentRecipient(and,inthecaseofanyPaymentRecipientwhohasreceivedfundson behalfofaLender,LCIssuerorSecuredParty,totherightsandinterestsofsuchLender,LCIssuer orSecuredParty,asthecasemaybe)undertheFinancingDocumentswithrespecttosuchamount (the“ErroneousPayment SubrogationRights”)(providedthattheBorrower Entities’Obligations undertheFinancingDocumentsinrespectoftheErroneousPaymentSubrogationRightsshallnot be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent in connection with an unrecovered Erroneous Payment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owedbytheBorroweroranyotherBorrowerEntity;providedthatthisSection13.20shallnotbe interpreted to increase (or accelerate the due date for), or have the effect of increasing (or acceleratingtheduedatefor),theObligationsoftheBorrowerrelativetotheamount(and/ortiming for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; providedfurther, that for the avoidance of doubt, immediatelyprecedingclauses(x)and(y)shallnotapplytotheextentanysuchErroneous

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Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Borrower Entity for the purpose of making such Erroneous Payment.

(e)    Totheextentpermittedbyapplicablelaw,noPaymentRecipientshallassert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including,withoutlimitation,anydefensebasedon“dischargeforvalue”oranysimilardoctrine.

(f)    Each party’s obligations, agreements and waivers under this Section13.20shallsurvivetheresignationorreplacement ofthe AdministrativeAgent, anytransferofrightsor obligationsby,orthereplacementof,aLenderorLCIssuer,theterminationoftheCommitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Financing Document.

13.21    Disclaimer and Exculpation with Respect to any Rate.The Administrative Agent doesnotwarrantoracceptresponsibilityfor,andshallnothaveanyliabilitywithrespectto(a)the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Benchmark, any component definition thereof or rates referred to 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 producethesamevalueoreconomicequivalenceof,orhavethesamevolumeorliquidityas,Base Rate, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) theeffect,implementationorcompositionofanyConformingChanges.TheAdministrativeAgent and its Affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error.The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate or the Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect,special,punitive,incidentalorconsequentialdamages,costs,lossesorexpenses(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.

13.22    CertainERISAReps.

(a)    EachLender(x)representsandwarrants,asofthedatesuchPersonbecame a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)    suchLenderisnotusing“planassets”(withinthemeaningof Section3(42) of ERISA or otherwise for purposes of Title Iof ERISA or Section4975 of

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the Code) of one or more benefit plans with respect to such Lender’s entrance into, participationin,administrationofandperformanceoftheLoans,theLettersofCredit,the Commitments or this Agreement,

(ii)    theprohibitedtransactionexemptionsetforthinoneormorePTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactionsinvolvinginsurancecompanygeneralaccounts),PTE90-1(aclassexemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38(aclassexemptionforcertaintransactionsinvolvingbankcollectiveinvestmentfunds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section406 of ERISA andSection4975oftheCodesuchLender’sentranceinto,participationin,administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

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

(iv)    suchotherrepresentation, warrantyandcovenant as may beagreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warrantyandcovenantinaccordancewithsub-clause(iv)intheimmediatelyprecedingclause(a), suchLenderfurther(x)representsandwarrants,asofthedatesuchPersonbecameaLenderparty hereto,and(y)covenants,fromthedatesuchPersonbecameaLenderpartyheretotothedatesuch Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, forthe avoidanceofdoubt, to orforthebenefit of theBorrower, that the AdministrativeAgent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the CommitmentsandthisAgreement(includinginconnectionwiththereservationorexerciseofany rights by the Administrative Agent under this Agreement, any Financing Document or any documents related hereto or thereto).

ARTICLE14INDEPENDENTCONSULTANTS

14.1    Removal and Fees.The Administrative Agent (acting upon the instruction of the Majority Lenders) may from time to time appoint Independent Consultants for such limited purposes as the Administrative Agent shall reasonably require, providedthat so long as no Event

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of Default shall have occurred and be continuing, such Independent Consultant, the scope of its responsibilities and its compensation shall be reasonably acceptable to the Borrower.The AdministrativeAgentandMajorityLenders,intheirreasonablediscretion,mayremovefromtime to time, any one or more of the Independent Consultants and appoint replacements that shall be reasonably acceptable to the Borrower to the extent that no Event of Default shall have occurred and be continuing.Notice of any replacement Independent Consultant shall be given by the Administrative Agent to the Borrower, the Secured Parties 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 the Borrower; provided, however,thatunlessanEventofDefaultshallhaveoccurredandbecontinuing,theAdministrative AgentshallrequestthateachsuchIndependentConsultantprovidetheBorrowerwithitsproposed scope of work prior to the commencement of its work and proposed budget therefor, and the AdministrativeAgentshallconsultwiththeBorrowerwithregardtothematterscontainedtherein.

14.2    Duties.Each Independent Consultant shall be contractually obligated to the Administrative Agent to carry out the activities required of it in this Agreement or any other Financing Document and as otherwise requested by the Administrative Agent and shall be responsible solely to the Administrative Agent.

14.3    Independent Consultants’ Certificates.The Borrower shall provide reasonable cooperation to the Independent Consultants as they may reasonably consider necessary in order fortheIndependentConsultantstodeliversuchinformationandcertificationastheAdministrative Agent may reasonably require from time to time.

14.4    CertificationofDates.TheAdministrativeAgentshallrequestthattheIndependent Consultantsactdiligentlyintheissuanceofallcertificatesandreportsrequiredtobedeliveredby the Independent Consultants hereunder or under any other Financing Document, if their issuance isappropriate.TheBorrowershallprovidetheIndependentConsultantswithreasonablenoticeof the expected occurrence of any such dates or events that would require certificates of such Independent Consultants hereunder or under any other Financing Document.

ARTICLE15GREENLOAN

15.1    Green Loan Provisions.Subject to the Borrower’s alignment with the Core ComponentsasdemonstratedbycompliancewiththetermsandprovisionssetforthinthisArticle15, each of the Loans shall be considered a Green Loan (the “Green Loan”).

15.2    GreenLoan.

(a)    Green Loan Structuring Agents.Borrower hereby appoints Sumitomo Mitsui Banking Corporation and ING Capital LLC to act as the Green Loan Structuring Agents, and the Lenders hereby acknowledge such appointment.The Green Loan Structuring Agents, acting in such capacity, shall use commercially reasonable efforts to assist the Project Company initsGreenLoandeterminationsandperformsuchfunctionsasaremarket-standardand customary for such role, providedthat the Green Loan Structuring Agents shall not have any responsibility or liability, fiduciary or otherwise, under this Agreement or otherwise in relation to the Eligible Green Project, the Project Company, its management, any of its equity holders or its board of directors (or similar governing body).

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(b)    Use of Proceeds.The Borrower shall ensure that one hundred percent (100%) of the proceeds of the Loans and Letters of Credit are allocated (in accordance with Section8.1) to finance or refinance (including reimbursement for costs previously incurred), in wholeorinpart, costsrelatedtotheEligibleGreenProjectand pay feesandexpensesincurredin connection therewith.

(c)    ProcessforProjectEvaluationandSelection.TheEligibleGreenProjectis aligned with Borrower’s sustainability objectives.Borrower has internal processes to identify, assessandmitigateenvironmentalandsocialrisks,andwillutilizetheseprocesseswithregardsto the Eligible Green Project.

(d)    ManagementofProceeds.ProceedsoftheGreenLoanswillbetrackedand managed by Borrower on an aggregated basis.Pending the full allocation of the Green Loans’ proceeds to the Eligible Green Project, Borrower will hold and/or invest the balance of proceeds not yet allocated at its own discretion as per its liquidity management policy, including hold in cash or cash equivalents, overnight or other short-term financial instruments.All proceeds shall bedisbursedinaccordancewiththeinstructionsspecifiedintherelevantNoticeofBorrowingand used in accordance with Section 8.1(Use of Proceeds) of this Agreement.

(e)    Reporting.Concurrently with the delivery of annual financial statements pursuanttoSection8.4(b)untiltheTermConversionDateandwithinreasonabletimeintheevent of material developments, Borrower shall deliver to the Green Loan Structuring Agents the following reports:(i) an Allocation Reporting Letter and (ii) using commercially reasonable efforts,anImpactReportingLetter,ineachcase,signedbyaResponsibleOfficeroftheBorrower and certified as being true and correct in all material respects to the Borrower’s knowledge.The Borrower shall also promptly notify the Green Loan Structuring Agents in writing within reasonabletimeofbecomingawareofanythirdpartychallengeoranyothereventthatmayresult in cessation of alignment with the Green Loan Principles.

(f)    FailuretoAlign.WithoutprejudicetoanyobligationoftheBorrowerunder any other provisions of this Agreement, any failure of the Borrower to align with the terms and provisions set forth in this Article 15(including any failure to provide the Allocation Reporting Letter or the Impact Reporting Letter or failure to accurately certify any information therein or failure to comply with the requirements of this Article 15) shall under no circumstances (i) constituteaDefaultoranEventofDefaulthereunderorunderanyotherFinancingDocument,(ii) operate in any matter to limit, restrict or otherwise affect the use of proceeds of the Loans and Letters of Credit or (iii) otherwise affect Borrower Entity’s right or ability to take any actions otherwise permitted under this Agreement or any other Financing Documents.The only consequence of any such failure is cessation of the Loans’ designations as Green Loans, and thereafter the Green Loan Structuring Agents, Administrative Agent, the Lenders, and Borrower shall cease representing in all internal and external communications, marketing or publications that theLoans areGreen Loans.NoneoftheGreen Loan Structuring Agents, any otherAgent or Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement,including,withoutlimitation,themonitoringofand/orverifyingcompliancewiththe Green Loan Principles.

(g)    Amendment.NoamendmentofanytermorprovisionofthisArticle 15or impactingtherights,obligationsorliabilitiesoftheGreenLoanStructuringAgentsunderany

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FinancingDocumentshallbeeffectivewithoutthewrittenconsentofeachGreenLoanStructuring Agent.

ARTICLE16DEBAGRANT

16.1    DEBA Grant Disbursements.The Borrower shall not, and shall not permit any otherBorrowerEntitynorSEUSDevelopment,LLC,aDelawarelimitedliabilitycompany(each, as applicable, the “DEBA Grant Recipient”), in each case, to enter into or otherwise agree to receive any grant from the CEC under the Distributed Electricity Backup Assets program (the “DEBAProgram”)inconnectionwiththeProject(the“DEBAGrant”)ordisbursementsfromthe CEC(each,a“DEBAGrantDisbursement”andcollectively,the“DEBAGrantDisbursements”), in each case, without the prior written consent of each of the Lenders.

16.2    TreatmentofDEBAGrantDisbursements.

(a)    Subject to Section16.1, all DEBA Grant Proceeds shall be excluded from the application of funds under the Account Control Agreement and may be distributed or transferredbytheBorrowerwithoutrestriction;provided,however,duringaDEBAGrantBlocked Distribution Period, the DEBA Grant Proceeds shall be deposited into the Distribution Reserve Account and applied in accordance with Section2(l) (Distribution Reserve Account) of the Account Control Agreement.

(b)    Under no circumstances shall any portion of the proceeds of any DEBA Grant Proceeds be deemed to constitute, or be applied in satisfaction of, the Initial Equity Contribution required to be made by the Sponsor or any other Person under this Agreement.

(c)    Sponsor Indemnity.The Borrower shall cause Sponsor to indemnify, defend,andholdharmlesseachSecuredPartyandeachBorrowerEntityfromandagainstanyand all liabilities, losses, damages, or claims arising out of or relating to the DEBA Grant, the DEBA GrantAgreement,oranyDEBAGrantDisbursement,ineachcase,pursuanttotheSponsorDEBA IndemnityAgreement,whichshallbeenteredintobytheSponsorasaconditiontotheconsentof the Lenders, as required under Section 16.1.

ARTICLE17MISCELLANEOUS

17.1    Addresses.Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

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Allnoticesorothercommunicationsrequiredorpermittedtobegivenhereundershallbeinwriting and shall be considered as properly given (a) if delivered in person; (b) if sent by a nationally recognized overnight delivery service; (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested; or(d)ifsent by direct written electronicmeans with a confirmation ofreceipt.Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmittedbydirectwrittenelectronicmeansshallbedeemedtohavebeenvalidlyandeffectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is transmitted if transmitted before 4:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addresseeandthedeliverythereofisrefusedbysuchaddressee,suchnoticeshallbeeffectiveupon suchtender.Anypartyshallhavetherighttochangeitsaddressfornoticehereundertoanyother location by giving of thirty (30)days’ written notice to the other parties in the manner set forth hereinabove.

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17.2    Additional Security; Right to Set-Off.Any deposits or other sums at any time credited or due from the Secured Parties to the Borrower and any Project Revenues, securities or other property of the Borrower Entities in the possession of the Administrative Agent (other than cash for distributions in accordance with Section9.6) may at all times be treated as collateral securityforthepaymentoftheLoansandtheNotesandallotherObligationstotheSecuredParties underthisAgreementandtheotherFinancingDocuments,andtheBorrowerEntities’entireright, titleand interest in such deposits and otherproperty havebeen pledged and assigned as collateral securitytotheSecuredPartiespursuanttotheCollateralDocuments.Regardlessoftheadequacy ofany othercollateral, theAdministrativeAgent and only theAdministrativeAgent may execute or realize on the Secured Parties’ security interest in any such deposits or other sums credited by orduefromtheSecuredPartiestoanyBorrowerEntity,andmayapplyanysuchdepositsorother sumstoorsetthemoffagainsttheBorrowerEntities’obligationstotheSecuredPartiesunderthe Notes, this Agreement and any other Financing Document at any time after the occurrence and during the continuation of any Event of Default.

17.3    Delay and Waiver.No delay or omission to exercise any right, power or remedy accruingtotheAdministrativeAgentortheSecuredPartiesupontheoccurrenceofanyDefaultor Event of Default or any breach or default of any Borrower Entity under this Agreement or any other Financing Document shall impair any such right, power or remedy of the Administrative AgentortheSecuredParties,norshallitbeconstruedtobeawaiverofanysuchbreachordefault, oranacquiescencetherein,oroforin anysimilarbreach ordefaultthereafteroccurring,norshall anywaiverofanysingle EventofDefault,Default orotherbreachordefaultbedeemedawaiver ofanyotherEventofDefault,Defaultorotherbreachordefaulttheretoforeorthereafteroccurring. Any waiver, indulgence, permit, consent or approval of any kind or character on the part of the AdministrativeAgentand/ortheSecuredPartiesofanyEvent ofDefault, Default orotherbreach or default under this Agreement or any other Financing Document, or any waiver on the part of the Administrative Agent and/or the Secured Parties of any provision or condition of this Agreement or any other Financing Document, must be in a writing expressly referencing this Agreement and shall be effective only to the extent in such writing specifically set forth.All remedies, either under this Agreement or any other Financing Document or by law or otherwise afforded to the Administrative Agent and the Secured Parties, shall be cumulative and not exclusive.

17.4    Costs, Expenses and Attorneys’ Fees.The Borrower shall, upon the execution of this Agreement and the occurrence of the Closing Date, pay to the Agents all of their reasonable and documented costs and expenses in connection with the preparation, negotiation, closing and costs of administering this Agreement and the other Financing Documents contemplated hereby, includingthereasonabledocumentedfees,expensesanddisbursementsofWhite&CaseLLPand Holland & Knight LLP and other attorneys retained by the Administrative Agent (subject to the prior written consent of the Borrower, not to be unreasonably withheld) in connection with conductingduediligence withrespecttotheProjectandtheBorrowerEntities,thepreparationof the Financing Documents and any amendments hereof or thereof, or the negotiation, closing and administration of this Agreement and the other Financing Documents after the Closing Date, and thereasonable documentedfees, expenses anddisbursements of theCollateral Agent,Depositary and Independent Consultants incurred in connection with this Agreement, Financing Documents ortheLoansorCommitmentsincludingthereasonabledocumentedtravelandout-of-pocketcosts and expensesofsuchPersons.TheBorrowershallreimbursetheAgentsandtheSecuredParties

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for all reasonable and documented costs and expenses, including all reasonable and documented out-of-pocketattorneys’feesandexpenses,expendedorincurredbyanyAgentand/oranySecured PartyinenforcingthisAgreementortheotherFinancingDocumentsinconnectionwithaDefault orEventofDefault(inanyeventexcludingtheallocatedcostsofin-housecounsel),inactionsfor declaratoryreliefinanywayrelatedtothisAgreement,incollectinganysumwhichbecomesdue to any Agent and/or any Secured Party on the Notes or under the Financing Documents, or in connection with the participation by any Agent, any Secured Party and/or the Independent Engineer in any arbitration proceedings under any Material Project Documents; provided, however, that the Borrower shall not be responsible for the payment of any fees, costs, or other liabilities arising solely out ofany disputebetween oramong theAgents, theSecured Parties, the HedgeCounterpartiesandtheirrespectiveAffiliatestotheextent,andonlytotheextent,thatsuch dispute(a)doesnotinvolveanactionorinactionofanyBorrowerEntityortheSponsorand(b)is not brought against an Agent, any LC Issuer or any Lender or any affiliate of the foregoing in its capacityorinfullingitsroleasanAgent,anyLCIssuer(or,inrespectofaclaiminvolvingaLetter ofCredit,anyLenderinitsroleasadvisingbank,confirmingbank,negotiatingbankortransferring bank), an arranger or any other similar role hereunder or under any other Financing Document. The terms of this Section17.4shall survive the termination of this agreement or the earlier resignation or removal of the Collateral Agent.

17.5    Attorney-in-Fact.

(a)    ForthepurposeofallowingtheAgentstoexercisetheirrightsandremedies providedinArticle11followingtheoccurrenceandduringthecontinuationofanEventofDefault, theBorrowerherebyconstitutesandappointseachAgentastheirtrueandlawfulattorney-in-fact, with full power of substitution, with respect to the Collateral, and hereby empower such attorney or attorneys as follows:

(i)    To pay, settle or compromise all bills and claims which may be or becomeLiensorsecurityinterestsagainsttheProjectortheCollateral,oranypartthereof, unlessabondorothersecuritysatisfactorytotheAdministrativeAgenthasbeenprovided;

(ii)    ToexecuteapplicationsandcertificatesinthenameoftheBorrower whichreasonablymayberequiredbytheFinancingDocumentsoranyotheragreementor instrument executed by or on behalf of the Borrower in connection with the Collateral;

(iii)    To prosecute and defend all actions or proceedings in connection with any or all the Collateral or any part thereof and to take such action and require such performance as such attorney reasonably deems necessary under any performance and payment bond and the Financing Documents;

(iv)    Todoanyandeveryact whichtheBorrowermightdoonitsbehalf with respect to the Collateral or any part thereof and to exercise any or all of their rights and remedies under any or all of the Project Documents; and

(v)    To use any funds contained in any Collateral Account, including without limitation the Debt Service Reserve Account, the Interest Shortfall Reserve Account (Term Loan), the Interest Shortfall Reserve Account (BL Bridge Loan) and the Distribution Reserve Account, to pay interest and principal on the Loans as accrued from time to time.

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(b)    Thispowerofattorneyshallbedeemedtobeapowercoupledwithan interest and shall be irrevocable.

17.6    Entire Agreement.This Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof.In the event of any conflict between the terms, conditions and provisions of this Agreementandanysuchagreement,documentorinstrument,theterms,conditionsandprovisions of this Agreement shall prevail.

17.7    Governing Law.THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (TOTHEEXTENTNOTEXPRESSLYPROVIDEDFORTHEREIN),SHALLBEGOVERNED BY,ANDCONSTRUEDUNDER,THELAWS OFTHESTATEOFNEWYORK,WITHOUT REFERENCE TO CONFLICTS OF LAWS PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

17.8    Severability.IncaseanyoneormoreoftheprovisionscontainedinthisAgreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good-faith negotiations to replace the invalid, illegal or unenforceable provision.Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Bankruptcy Laws, as determined in good faith by the Administrative Agent or any LC Issuer, asapplicable,thensuchprovisionshallbedeemedtobeineffectonlytotheextentnotsolimited.

17.9    Headings.Paragraph headings and a table of contents have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headingsarenotapartofthisAgreementandshallnotbeusedintheinterpretationofanyprovision of this Agreement.

17.10    Accounting Terms.All accounting terms not specifically defined herein shall be construedinaccordancewithGAAPandpracticesconsistentwiththoseappliedinthepreparation of the financial statements submitted by the Borrower to the Administrative Agent, and (unless otherwise indicated) all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles and practices.

17.11    AdditionalFinancing.ThepartiesheretoacknowledgethattheLendershavemade no agreement or commitment to provide any financing except as set forth herein.

17.12    No Partnership, Etc.The Administrative Agent, the Secured Parties and the Borrower intend that the relationship between them shall be solely that of creditor and debtor. NothingcontainedinthisAgreement,theNotesorinanyoftheotherFinancingDocumentsshall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between or among the Administrative Agent, the Secured Parties and the Borroweror anyotherPerson.NeithertheAdministrativeAgentnortheSecuredPartiesshallbe inanyway responsibleorliableforthedebts,losses,obligationsorduties oftheBorrowerorany

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otherPersonwithrespecttotheProjectorotherwise.Allobligationstopayrealpropertyorother taxes,assessments,insurancepremiums,andallotherfeesandchargesarisingfromtheownership, operation or occupancy of the Project and to perform all obligations under other agreements and contracts relating to the Project shall be the sole responsibility of the Borrower.

17.13    Limitation 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 FINANCING DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREESNOTTOSUE UPONANYSUCHCLAIMFORANYSUCHSPECIAL,INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR; PROVIDEDTHAT, THE FOREGOING WAIVER AND AGREEMENT SHALL NOT LIMIT THE BORROWER’S INDEMNIFICATION OBLIGATIONS TO THE EXTENT SET FORTH IN THISAGREEMENTORTHEOTHERFINANCINGDOCUMENTSTOTHEEXTENTSUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARE INCLUDED IN ANY THIRD-PARTY CLAIM IN CONNECTION WITH WHICH AN INDEMNITEE IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER OR THEREUNDER.

17.14    Waiver of Jury Trial.THE AGENTS, THE SECURED PARTIES AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,THISAGREEMENTORANYOTHERFINANCINGDOCUMENT,ORANYCOURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENTS, THE SECURED PARTIES OR THE BORROWER.THISPROVISIONISAMATERIALINDUCEMENTFORTHEAGENTSAND THE SECURED PARTIES, IN EACH CASE, PARTY HERETO, TO ENTER INTO THIS AGREEMENT.

17.15    Consent to Jurisdiction.The Agents, the Secured Parties and the Borrower agree that any legal action or proceeding by or against the Borrower or with respect to or arising out of thisAgreement,theNotesoranyotherFinancingDocumentshallbebroughtinorremovedtothe courts of the State of New York or of the United States of America for the Southern District of NewYork,eachsittinginNewYorkCounty,astheAdministrativeAgentmayelect.Byexecution and delivery of this Agreement, the Agents, the Secured Parties and the Borrower accepts, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts.The Agents, the Secured Parties and the Borrower irrevocably consent to the serviceofprocessoutofanyoftheaforementionedcourtsinanysuchactionorproceedingbythe mailing of copies thereof by registered or certified airmail, postage prepaid, to the Agents, the Secured Parties or the Borrower, as the case may be, at their respective addresses for notices as specifiedhereinandthatsuchserviceshallbeeffectivefive(5)BusinessDaysaftersuchmailing.

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Nothing herein shall affect theright to serveprocess in any othermanner permitted by law orthe rightoftheAdministrativeAgentoranySecuredPartytobringlegalactionorproceedingsinany other competent jurisdiction, including judicial or non-judicial foreclosure of any Deed of Trust. The Agents, the Secured Parties and the Borrower further agree that the aforesaid courts of the State of New York and of the United States of America shall have exclusive jurisdiction with respect to any claim or counterclaim of the Borrower based upon the assertion that the rate of interest charged by the Administrative Agent or the Secured Parties on or under this Agreement, theLoansand/ortheotherFinancingDocumentsisusurious.TheAgents,theSecuredPartiesand the Borrower hereby waive any right to stay or dismiss any action or proceeding under or in connectionwiththeProject,thisAgreementoranyotherFinancingDocumentbroughtbeforethe foregoing courts on the basis of forum non conveniens.

17.16    Usury.Nothing contained in this Agreement or the Notes shall be deemed to requirethepayment ofinterest orothercharges by theBorroweror any otherPerson in excess of theamount which theholders ofthe Notes may lawfully chargeunderany applicableusury laws. In the event that the holders of the Notes shall collect moneys which are deemed to constitute interest which would increase the effective interest rate to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the legal rate shall,uponsuchdetermination,attheoptionoftheholderoftheNotes,bereturnedtotheBorrower or credited against the principal balance of the Notes then outstanding.

17.17    Successors and Assigns.The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.The Borrower may not assign orotherwisetransferany ofits rights underthis Agreement without the prior written consent of the Administrative Agent, the Collateral Agent and the Lenders.

17.18    Confidentiality.TheAdministrativeAgent,theGreenLoanStructuringAgentsand the Secured Parties agree to use best efforts to maintain the confidential nature of, and shall not use or disclose the Borrower’s financial information or confidential information identified in writing by the Borrower as such without first obtaining the Borrower’s prior written consent; providedthatnothinginthisSection17.18shallrequiretheAdministrativeAgent,theGreenLoan Structuring Agents, any other Agent or any Secured Party to obtain any consent of the Borrower inconnectionwith(andtheBorrowerherebyauthorizestheAdministrativeAgent,theGreenLoan Structuring Agents and each Secured Party to freely disclose any financial information or confidential information with respect to each Borrower Entity, the Project, the Sponsor, any Project Document or any Financing Document or the parties thereto without any consent of the Borrower, to the extent otherwise required, in connection with):(a) exercising any of their respectiverightsundertheFinancingDocuments,includingthoseexercisableupontheoccurrence of an Event of Default; (b) providing information about any Borrower Entity, the Sponsor, the Project, any Project Document or any Financing Document or the parties thereto to any other LenderorprospectiveLenderoranyPersonacquiring,orpotentiallyacquiring,anyinterestofthe LendersundertheAgreementorpotentialinvestorsofprospectiveLenders andotherspotentially acquiring an interest in such prospective Lenders and any such Person’s directors, officers, employees, professional or investment advisors, agents and consultants in connection with their credit evaluation of the Borrower or otherwise (if, in the case of any such Person potentially acquiring such an interest from any Lender, such Person agrees to be bound by the terms of a confidentiality agreement substantially similar to this Section17.18); (c) any situation in which theAdministrativeAgent,theGreenLoanStructuringAgents,anyotherAgentoranySecured

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Party (i) is required by law or (ii) requested or required by any Governmental Authority or self-regulatory authoritytodiscloseinformation(providedthat,ineachinstanceunderclauses(i)and (ii)above, such Person uses reasonable efforts to maintain confidentiality of the information disclosed); (d) providing information to counsel to the Administrative Agent, the Green Loan StructuringAgentsoranySecuredPartyinconnectionwiththetransactionscontemplatedbyany of the Financing Documents (if such Person informs such counsel of the confidential nature of suchinformationandrequiresthatitbekeptconfidentialexceptaspermittedherein);(e)providing information to independent auditors or other expert consultants retained by the Administrative Agent, the Green Loan Structuring Agents, any other Agent or any Secured Party (if the AdministrativeAgent,theGreenLoanStructuringAgents, anysuchotherAgentorsuchSecured Party informs such auditors or consultants of the confidential nature of such information and requires that it be kept confidential except as permitted herein); (f) any information that is in or becomes part of the public domain otherwise than through a wrongful act of the Administrative Agent,theGreenLoanStructuringAgents,anyotherAgentoranySecuredPartyoranyemployees or agents thereof; (g) any information that is in the possession of the Administrative Agent, the GreenLoanStructuringAgentsoranySecuredPartypriortoreceiptthereoffromtheBorroweror any other Person known to the Administrative Agent, the Green Loan Structuring Agents, any otherAgentortheSecuredPartiestobeactingonbehalfoftheBorrower;(h)anyinformationthat is independently developed by the Administrative Agent, the Green Loan Structuring Agents or any Secured Party; (i) any information that is disclosed to the Administrative Agent, the Green Loan Structuring Agents or any Secured Party by a third party that has no obligation of confidentiality with respect to the information disclosed; (j) disclosure of the existence of this Agreement and information about this Agreement to market data collectors, ratings agencies for purposes of rating the transaction described herein and similar service providers to the lending industry,(k)disclosurestoAffiliatesoftheSecuredPartiesortheGreenLoanStructuringAgents, third-partyserviceproviderstotheAdministrativeAgent,theGreenLoanStructuringAgents,the Collateral Agent and the Secured Parties, and, if applicable, insurers, re-insurers, swap counterpartiesandothercreditrisksupportproviders;providedthat,inthecaseofthisclause(k), any such Person agrees to be bound by the terms of a confidentiality agreement substantially similarto thisSection17.18, and (l)on aconfidential basis to any Person (and any ofits officers, directors, employees, agents or advisors) that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, an actual or proposed securitizationorcollateralizationof,orsimilartransactionrelatingto,allorapartofanyamounts payable to or for the benefit of any Lender under any Financing Document (including any rating agencyinconnectionwithanysuchtransaction).Notwithstandingtheforegoing,thepartieshereto andtheirofficers,directors,employeesandagentsareauthorizedtodisclosetoanyandallpersons, without limitation of any kind, the structure and tax aspects of this transaction (as defined in Treasury Regulation Section1.6011-4) and all materials of any kind which are related to such structure and tax aspects. The Administrative Agent, the Green Loan Structuring Agents or any SecuredPartymay,withtheBorrower’sconsent,placecustomaryadvertisementsinfinancialand other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, in each case, after the Closing Date, describing the name of the Borrower and the amount, type and closing date, and all at its expense. Notwithstanding anything to the contrary in this Section17.18 or any other Financing Document, the confidentiality and non-disclosureprovisionshereofshallnotprohibitanyAgent,SecuredParty,oranyoftheirrespective

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directors, officers, employees, or other representatives from (i) communicating, cooperating, or filing a charge or complaint with the Securities and Exchange Commission, the Commodity Futures Trading Commission, or any other Governmental Authority; (ii) providing documents or information to such Governmental Authority; or (iii) accepting or receiving a monetary award or other compensation for information provided to such Governmental Authority.

17.19    Counterparts.This Agreement may be executed in one or more duplicate counterparts and by electronic mail and when signed by all of the parties listed below shall constitute a single binding agreement.A portable document format (“pdf”) signature page shall constitute an original for purposes hereof.

17.20    Patriot Act Compliance.Administrative Agent hereby notifies the Borrower that, pursuanttotherequirementsofthePatriotAct,itandanyotherAgentandanySecuredPartyshall be required to obtain, verify and record information that identifies the Borrower, which information includes the names and addresses and other information that will allow it, any other Agent or any Secured Party to identify the Borrower in accordance with the requirements of the Patriot Act.The Borrower shall promptly deliver information described in the immediately preceding sentence when requested by any Agent or any Secured Party in writing pursuant to the requirements of the Patriot Act.

17.21    Nature of Duties.Each party hereto recognizes and agrees that none of MUFG Bank, Ltd.,Sumitomo Mitsui Banking Corporation, ING Capital LLC, Société Générale and Truist Securities, in each case, in their capacity as a Lead Arranger, or ING Capital LLC or Sumitomo Mitsui Banking Corporation, in their capacity as Green Loan Structuring Agent, shall have any duties or responsibilities under this Agreement or any other Financing Document, any fiduciary relationship with any Lender, or any functions, responsibilities, duties, obligations or liabilities for acting in such capacity hereunder.

17.22    No Advisory or Fiduciary Responsibility.In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modificationhereoforofanyotherFinancingDocument),theBorroweracknowledgesandagrees, and acknowledges its Affiliates’ understanding, that:(a) (i) no fiduciary, advisory or agency relationshipbetweentheBorroweranditsSubsidiariesandanyLeadArranger,anyAgent,anyLC Issuer or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Financing Documents, irrespective of whether any Lead Arranger,anyAgent,anyLCIssueroranyLenderhasadvisedorisadvisinganyBorrowerEntity oranySubsidiaryonothermatters,(ii)thearrangingandotherservicesregardingthisAgreement provided by the Lead Arrangers, the Agents, the LC Issuers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lead Arrangers, the Agents, the LC Issuers and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriateand(iv)theBorroweriscapableofevaluating,andunderstandsandaccepts,theterms, risks and conditions of the transactions contemplated hereby and by the other Financing Documents;and(b)(i)theLeadArrangers,theAgents,theLCIssuersandtheLenderseachisand has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,hasnotbeen,isnot,andwillnotbeactingasanadvisor,agentorfiduciaryfortheBorrower or any of its Affiliates, or any other Person; (ii) none of the Lead Arrangers, the Agents, the LC Issuersandthe LendershasanyobligationtotheBorrower or anyof itsAffiliateswithrespectto

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thetransactionscontemplatedherebyexceptthoseobligationsexpresslysetforthhereinandinthe other Financing Documents; and (iii) the Lead Arrangers, the Agents, the LC Issuers and the Lenders and their respective branches and Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from thoseoftheBorroweranditsAffiliates,andnoneoftheLeadArrangers,theAgents,theLCIssuers andtheLendershasanyobligationtodiscloseanyofsuchintereststotheBorroweroritsAffiliates. To the fullest extent permitted by applicable law, the Borrower hereby waives and releases any claims that it may have against any of the Lead Arrangers, the Agents, the LC Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

17.23    ElectronicExecutionofAgreementandOtherDocuments.Thewords“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 withoutlimitationtheFinancingDocuments,certificates,notices,consents,borrowingrequestand other documents) shall be deemed to include electronic signatures, the electronic matching of assignmenttermsandcontractformationsonelectronicplatformsapprovedbytheAdministrative Agent,orthekeepingofrecordsinelectronicform,eachofwhichshallbeofthesamelegaleffect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeepingsystem,asthecasemaybe,totheextentandasprovidedforinanyapplicablelaw, includingtheFederalElectronicSignaturesinGlobalandNationalCommerceAct,theNewYork StateElectronicSignaturesandRecordsAct,oranyothersimilarstatelawsbasedontheUniform Electronic Transactions Act.

17.24    Final Agreement.THIS WRITTEN AGREEMENT AND THE OTHER FINANCING DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIESHERETOANDTHERETOANDMAYNOTBECONTRADICTEDBYEVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

[REMAINDEROFPAGEINTENTIONALLYLEFTBLANK]

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INWITNESSWHEREOF,thepartieshavecausedthisAgreementtobedulyexecutedby their officers thereunto duly authorized as of the day and year first above written.

[Signature Page to Financing Agreement (Athos Storage – Debt Transaction)]

[Signature Page to Financing Agreement (Athos Storage – Debt Transaction)]

[Signature Page to Financing Agreement (Athos Storage – Debt Transaction)]

[Signature Page to Financing Agreement (Athos Storage – Debt Transaction)]

[Signature Page to Financing Agreement (Athos Storage – Debt Transaction)]

[Signature Page to Financing Agreement (Athos Storage – Debt Transaction)]

SIGNATURE PAGE TO FINANCING AGREEMENT (ATHOS STORAGE)

EXHIBITA

TO FINANCING AGREEMENT

DEFINITIONSANDRULESOF INTERPRETATION

“Acceptable LC Issuer” means a bank or trust company meeting the creditworthinessrequirementsforaletterofcreditissuerundertheapplicableOfftakeAgreement or NRG Letter Agreement.

“Acceptable Pref Equity Investor” means an investor in respect of Pref Equity Documents approved by the Supermajority Lenders.

“AcceptableSponsorLC Provider”means a commercial bank whoseunsecured long-term senior debt obligations are rated at least “A-” by S&P or Fitch or at least “A3” by Moody’s.

“Acceptable Sponsor Letter of Credit” means a letter of credit issued, without recourse to any Borrower Entity, on behalf of the Sponsor or an Affiliate of Sponsor (other than any Borrower Entity) by an Acceptable Sponsor LC Provider, in form and substance reasonably acceptabletotheAdministrativeAgentandinfavoroftheAdministrativeAgentortheCollateral Agent as the beneficiary thereof.

“Acceptable TC Purchaser” a tax credit purchaser in respect of TC Purchase Documents approved by the Supermajority Lenders.

“Acceptable Transferee” means a Person (whether directly or indirectly through one or more of its affiliates) that (a) has (or is a direct or indirect subsidiary of a person who has) either(i)atangiblenetworthofatleastonebilliondollars($1,000,000,000),availablecommitted fundsofatleastonebilliondollars($1,000,000,000)or(ii)acreditratingofatleastBBB-byS&P or Fitch or Baa3 by Moody’s, and (b) (i) is or has been a majority owner for a period of at least thelastthree(3)yearsofutility-scalecombinedphotovoltaicpowergeneratingandbatterystorage facilities with total capacity of at least nine hundred (900) MW, (ii) currently directly operates, and for a period of at least the last three (3) years has directly operated, utility-scale combined photovoltaic power and battery storage generating facilities with total capacity of at least nine hundred (900) MW, (iii) currently employs or engages a Person meeting the criteria set out in clause(b)(i)or(b)(ii)abovepursuanttoawrittenagreement,(iv)isthesamePersonthatmanages and operates the Projects or (v) if such person does not meet one of the foregoing criteria set out under clauses (b)(i)through (b)(iv)above, is or engages any person that is acceptable to the Administrative Agent (acting at the direction of the Majority Lenders in their reasonable discretion).

“Account Control Agreement” means that certain Account Control Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Collateral Agent, the Depositary, the Project Company, Tax Holdco and the Class B Member.

“Accounts”meanstheCollateralAccounts.

“Additional Project Document” means (a) each contract or agreement related to the development, construction, start-up, testing, maintenance, repair, operation or use of the Project,enteredintobyanyBorrowerEntityandanyotherPersonsubsequenttotheClosingDate

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andthat(i)replacesorsubstitutesforanexisting MaterialProject Documentor(ii)has avalueor potential liability over its term in excess of two million two hundred fifty thousand dollars ($2,250,000) or in excess of six hundred thousand dollars ($600,000) in any calendar year or (b) any shared facilities agreement or similar arrangements with respect to assets comprising the Project, including for the avoidance of doubt, the Shared Facilities Agreement.

“AdministrativeAgent”hasthemeaningassignedtosuchterminthepreambleto this Agreement.

“Adjusted Bridge Loan (Pref Equity) Amount” means the amount of Bridge Loans supported by the Pref Equity Effective Date Base Case Forecast approved by the Supermajority Lenders.

“AdjustedBridgeLoan(TaxContracted)Amount”means:(a)inthecaseofthe TC Transaction Completion Date, the amount of Bridge Loans supported by the TC Transaction Completion Date Base Case Forecast approved by the Supermajority Lenders, and (b) in case of the TC Purchase Signing Deadline Date if TC Transaction Completion Date has not occurred, ninety eight percent (98%) of the aggregate Tax Transaction Proceeds.

“AdjustedConstructionLoan(TaxContracted)Amount”meanstheamountof Construction Loans supported by the TC Transaction Completion Date Base Case Forecast approved by the Supermajority Lenders.

“Advance Rate Guaranty” means that certain Advance Rate Guaranty, dated as of the Closing Date, made by the Sponsor in favor of the Collateral Agent.

“Advance Rate Guaranty Cap” means sixty seven million two hundred thirteen thousandtwentyninedollarsandtwenty-twocents($67,213,029.22)multipliedbytheratioof(x) Unsold ITCs to (y) Total Expected ITCs.

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

“Affiliate”ofaspecifiedPersonmeansanyotherPersonthatdirectly,orindirectly throughoneormoreintermediaries,controls,iscontrolledbyorisundercommoncontrolwiththe Person specified, or who holds or beneficially owns fifty percent (50%) or more of the equity interest in the Person specified or fifty percent (50%) or more of any class of voting securities of the Person specified; provided, however, that when used with respect to the Class B Member, “Affiliate”shallincludeeachBorrowerEntityandanyAffiliateofeachBorrowerEntity;providedthat, neither the Pref Equity Investor nor any TC Purchaser shall in any event be considered “Affiliates” of any Borrower Entity by reason of acting in such capacity.“Affiliated” shall have a correlative meaning.

“Affiliate Lease” means that certain Battery Storage Facility Ground Lease Agreement, dated as of December 4, 2025 by and between IP Backlog, as lessor, and Borrower, as lessee, as evidenced by that certain Memorandum of Battery Storage Facility Ground Lease Agreement,datedasofDecember4,2025,recordedonDecember5,2025asInstrumentNo.2025-0379395 of the Official Records,as re-recorded on December 12, 2025 as Instrument No. 2025-0386670 of the Official Records, and as amended by that certain First Amendment to Battery StorageFacilityGroundLeasedatedDecember30,2025,asdisclosedbythatcertainFirst

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AmendmenttoMemorandumofBatteryStorageFacilityGroundLeaseAgreementdatedJanuary 5, 2026, recorded on January 5, 2026 as Instrument No. 2026-0001828 of the Official Records .

“Affiliated Indemnitees” has the meaning assigned to such term in Section 8.16(b).

“AgentDSCRComments”hasthemeaningassignedtosuchterminSection8.8.

“Agent Indemnitees” has the meaning assigned to such term in Section 13.5.

“Agents”meanstheAdministrativeAgent,theCollateralAgent,theDepositary andtheGreenLoanStructuringAgents.

“Agreement”hasthemeaningassignedtosuchterminthepreambletothis Agreement.

“AllocationReportingLetter”meansaletter,asrequiredunderSection15.2(e), providedbytheBorrowerforthepurposeofreportingontheactualuseofproceedsinaccordance withthe‘Reporting’componentoftheGreenLoanPrinciples,substantiallyintheformofExhibitN.

“AmortizationPeriod”hasthemeaningassignedtosuchterminthedefinitionof “Minimum Debt Service Coverage Ratio”.

“AmortizationSchedule”meanstheAmortizationScheduletobepreparedbythe Administrative Agent and the Class B Member as of the Term Conversion Date, in form and substance reasonably satisfactory to each Lender, substantially in the form of Exhibit Kto the Agreement.

“Annual Operating Budget” refers to the operating plan and budget adopted by theBorrowerinaccordancewiththeAgreement,settingforthProjectRevenues,allotheramounts receivedbytheProjectCompany(includingrevenueoftheProjectCompany),maintenance,repair and operation expenses (including reasonable allowance for contingencies and working capital), maintenancereservesandallotheranticipatedO&MExpensesfortheperiodfromtheCompletion to theconclusion ofthe calendaryear in which the Completion occurs and foreach calendar year thereafter.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and any other rule, law or regulation concerning the prohibition or prevention of bribery or corruption, each as amended, any other similar law or regulation of any jurisdiction relating to the prohibition or prevention of corruption or bribery.

“Anti-MoneyLaunderingLaws”meansanylawsorregulationsrelatingtomoney laundering or terrorist financing, including, without limitation, the Bank Secrecy Act; the Patriot Act; applicableanti-money laundering provisions of theU.S. Code; theFinancial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations (31 C.F.R. Part 103); Trading with the Enemy Act (31 C.F.R., Subtitle B, ChapterV); Executive Order 13224 on Terrorist Financing, and any similar laws or regulations currently in force or hereafter enacted.

“ApplicableEquatorPrinciples”meansthoseprinciplessoentitledanddescribed in“TheEquatorPrinciples–Afinancialindustrybenchmarkfordetermining,assessingand

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managingenvironmentalandsocialriskinprojects”(July2020)andavailableat:https://equator-principles.com/wp-content/uploads/2020/05/The-Equator-Principles-July-2020-v2.pdf, as adopted in such form by certain financial institutions and as applicable to borrowers with respect to projects of the applicable category of the Project.

“Applicable Margin” means, for each Type of Loan and, as applicable, during each applicable period set forth in the table shown below, the applicable per annum percentage under the relevant column heading below:

“Applicable Permit” means any Permit, including any federal, state, regional or localzoning,environmental,wildlifeornaturalresourcesprotection,pollution,sanitation,safety, siting or building Permit including, but not limited to, permits issued by U.S. Environmental ProtectionAgency,U.S.FishandWildlifeService,FERC,NERC,U.S.ArmyCorpsofEngineers, Federal Aviation Administration, California Department of Fish and Wildlife, CPUC, CAISO, Central Valley Regional Water Quality Control Board, or Riverside County, (a) that is material and necessary at any given time in light of the stage of development, construction, ownership or operation of the Project (i) to develop, site, construct, operate, maintain, repair, own or use the Project as contemplated by the Material Project Documents, (ii) for the Project Company to sell electricityatwholesale,“greentags”orotherlikeenvironmentalcreditsorbenefitstherefrom,(iii) to enter into any Material Project Document or (iv) to consummate any transaction contemplated thereby,ineachcaseinaccordancewithallapplicableLegalRequirementsor(b)thatisnecessary sothatnoneoftheClassBMember,theConstructionHoldco(priortotheTermConversionDate), theTaxHoldcoandtheProjectCompanymaybedeemedbyanyGovernmentalAuthoritytobe

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subject to, or not exempt from, regulation under PUHCA (except as set forth in Sections7.1(h)and 7.1(i)(ii)).

“Appraisal”meansanappraisalpreparedbytheAppraiserinrespectoftheProject that includes (a) the anticipated fair market value of the Project and (b) a cost segregation report.

“Appraiser”meansKPMGLLP.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an AffiliateofaLender or(c) an entity oran Affiliateofan entity that administers or manages a Lender.

“AssignmentandAssumption”meansanAssignmentandAssumption, substantially in the form of Exhibit T.

“Athos I” means SE Athos I, LLC, a Delaware limited liability company.

“AthosII”meansSEAthosII,LLC,aDelawarelimitedliabilitycompany.

“AugmentationReserveAccount”meansanaccountoftheProjectCompany entitled “Augmentation Reserve Account”.

“Available Amount” means, as of any date with respect to any Letter of Credit, theamountofsuchLetterofCreditthen availabletobedrawn onsuch date(aftergivingeffect to anyreductionorreinstatementoccurringonorpriortosuchdateinaccordancewiththetermsand conditions hereof and thereof, and amounts previously drawn and not reimbursed).

“AvailableTenor”means, as of any dateofdetermination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark(orcomponentthereof)thatisormaybeusedfordeterminingthelengthofaninterest period pursuant to the Agreement as of such date.

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

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementingArticle55ofDirective2014/59/EU oftheEuropeanParliamentandoftheCouncil of the European Union, the implementing law, regulation rule or requirement for such EEA MemberCountryfromtimetotimewhichisdescribedintheEUBail-InLegislationScheduleand (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amendedfromtimetotime)andanyotherlaw,regulationorruleapplicableintheUnitedKingdom 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).

“BankruptcyEvent”shallbedeemedtooccurwithrespecttoanyPersonif (a)such Person shall institute a voluntary case seeking liquidation or reorganization under the BankruptcyLaworshallconsenttotheinstitutionofaninvoluntarycasethereunderagainstit;(b) such Person shall file a petition, answer or consent or shall otherwise institute any similar proceedingunderanyotherapplicablefederal,Stateorotherapplicablelaw,orshallconsent

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thereto;(c)suchPersonshallapplyfor,orbyconsentthereshallbeanappointmentof,areceiver, liquidator, sequestrator, trustee or other officer with similar powers for itself or any substantial part of its assets; (d) such Person shall make an assignment for the benefit of creditors; (e) such Person shall admit in writing its inability to pay its debts generally as they become due; (f) if an involuntary case shall be commenced seeking the liquidation or reorganization of such Person under the Bankruptcy Law or any similar proceeding shall be commenced against such Person under any other applicable federal, State or other applicable law and (i) the petition commencing theinvoluntary caseis not timely controverted; (ii)thepetition commencing theinvoluntary case is not dismissed within ninety (90)days of its filing; (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of suchPersonandsuchappointmentisnotvacatedwithinninety(90)days;or(iv)anorderforrelief shallhavebeenissuedorenteredtherein;(g)adecreeororderofacourthavingjurisdictioninthe premisesfortheappointmentofareceiver,liquidator,sequestrator,trusteeorotherofficerhaving similarpowersofsuchPersonorofallorapartofitsproperty,shallhavebeenentered;or(h)any othersimilarreliefshallbegrantedagainstsuchPersonunderanyfederal,Stateorotherapplicable law.

“Bankruptcy Law” means Title 11, United States Code, and any other State or federal insolvency, reorganization, moratorium or similar law for the relief of debtors.

“BaseCaseForecast”meansthebasecasefinancialprojectionsonamonthlybasis for the Project (which in no case shall include any Pre-Completion Revenue or DEBA Grant Proceeds), prepared by the Borrower and delivered to the Administrative Agent pursuant to Section6.2(h); providedthat from and after the delivery of an updated Base Case Forecast pursuanttoSections5.9(d),6.2(h),6.4(s),8.6,8.13(e),8.35(c),8.36(c),or8.36(f),theBaseCase Forecast shall instead refer to such updated Base Case Forecast.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the PrimeRateineffectonsuchday;(b)theFederalFundsEffectiveRateforsuchdayplusfive-tenths ofapercent(0.50%)per annumand (c)DailyCompoundedSOFRon suchdayplusoneand zero tenthspercent(1.00%);providedthatiftheBaseRatedeterminedasprovidedaboveshalleverbe less than the Floor, then the Base Rate shall be deemed to be the Floor.Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Daily Compounded SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Daily Compounded SOFR, as the case may be.

“Base Rate Loan” means any Construction Loan, Bridge Loan, LC Loan,Term Loan or BL Bridge Loan, as applicable, that bears interest at rates based upon the Base Rate.

“Beginning of Construction Certificate” means a certificate with respect to the satisfactionofthebeginningofconstructionrequirementsfortheProjectforpurposesof Section 48E of the Code, substantially in the form of Exhibit V.

“Benchmark” means, initially, Daily Compounded SOFR; providedthat if a Benchmark Transition Event has occurred with respect to Daily Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 5.5.

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“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 Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; providedthat,ifsuchBenchmarkReplacementassodeterminedwouldbelessthantheFloor,such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“BenchmarkReplacementAdjustment”means,withrespecttoanyreplacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowergivingdueconsiderationto(a)anyselectionorrecommendationofaspreadadjustment, 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 Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the AdministrativeAgent,whichdateshallbenolaterthantheearliesttooccurofthefollowingevents with respect to the then-current Benchmark:

(a)    in the case of clause (a)or (b)of the definition of “Benchmark Transition Event”, 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); or

(b)    inthecaseofclause(c)ofthedefinitionof“BenchmarkTransition Event”, the first date on which such Benchmark (or the published component used in the calculationthereof) has been or,ifsuch Benchmarkisa termrate,all Available Tenorsof suchBenchmark(orsuchcomponentthereof)havebeendeterminedandannouncedbythe regulatorysupervisorfortheadministratorofsuchBenchmark(orsuchcomponentthereof) tobenon-representative;providedthatsuchnon-representativenesswillbedeterminedby referencetothemostrecentstatementorpublicationreferencedinsuchclause(c)andeven if such Benchmark (or suchcomponent thereof) or, if such Benchmarkis a term rate, any AvailableTenorofsuchBenchmark(orsuchcomponentthereof)continuestobeprovided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a)or (b)above with respecttoanyBenchmarkupontheoccurrenceoftheapplicableeventoreventssetforththerein

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withrespecttoallthen-currentAvailableTenorsofsuchBenchmark(orthepublishedcomponent used in the calculation thereof).

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

(a)    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) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such componentthereof),permanentlyorindefinitely;providedthat,atthetimeofsuch statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published componentusedinthecalculationthereof),theFederalReserveBoard,theFederal Reserve Bank of New York, an insolvency official with jurisdiction over the administratorforsuchBenchmark(orsuchcomponent),aresolutionauthoritywith 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 of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; providedthat, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published componentusedinthecalculationthereof)announcingthatallAvailableTenorsof such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information setforthabovehasoccurredwithrespecttoeachthen-currentAvailableTenorofsuchBenchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event,the90thdaypriortotheexpecteddateofsucheventasofsuchpublicstatementorpublication of information (or if the expected date of such prospective event is fewer than 90days after such statement or publication, the date of such statement or publication).

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“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 Replacement has replaced the then-current Benchmark for all purposes hereunder and under any FinancingDocumentinaccordancewithSection5.5(f)and(b)endingatthetimethataBenchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 5.5(f).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BenefitedLender”hasthemeaningassignedtosuchterminSection5.4(b).

“BESS BuydownExtension Payment”has themeaning assigned to such term in Section 8.33(b).

“BESS Buydown Reserve Account” has the meaning assigned to such term inSection 8.33(a).

“BESSServicesAgreement”meansthatcertainLong-TermServicesAgreement, dated as of September30, 2025, by and between BESS Services Provider and the Project Company.

“BESSServicesProvider”meansFluenceEnergy,LLC,aDelawarelimited liability company.

“BESSSupplier”meansFluenceEnergy,LLC,aDelawarelimitedliability company.

“BESSSupplierGuarantor”meansFluenceEnergyInc.,aDelawarecorporation.

“BESSSupplyAgreement”meansthatcertainMasterEquipmentSupply Agreement, dated as of January14, 2025, by and between SE US Development, LLC and BESS Supplier, and that certain Purchase Order, dated as of August6, 2025, between the Project Company as owner and BESS Supplier, issued under, pursuant and subject to the Master Equipment Supply Agreement, as amended by that certain Amendment No. 1 to Purchase Order, datedasofOctober16,2025,andasfurtheramendedbythatcertainAmendmentNo.2toPurchase Order, dated as of December 29, 2025.

“BESS Supply Agreement Guaranty” means that certain Guaranty, dated as of August 6, 2025, by the BESS Supplier Guarantor in favor of the Project Company.

“BHCActAffiliate”ofapartymeansan“affiliate”(assuchtermisdefinedunder, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“BL Bridge Loan” and “BL Bridge Loans” have the meanings assigned to such terms in Section 1.1(a)(i).

“BL Bridge Loan Commitments” means, collectively, the commitments of each oftheLenderstomakeBLBridgeLoanstotheBorrowerunder,andonthetermsof,the

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Agreement,uptobutnotexceeding,foreachLender,theaggregateamountofsuchLender’s Proportionate Share of the Total BL Bridge Loan Commitment.

“BLBridgeLoanFacility”hasthemeaningassignedtosuchterminthepreamble to this Agreement.

“BLBridgeLoanLender”havethemeaningsassignedtosuchtermsinSection2.2(a)(i).

“BLBridgeLoanMaturityDate”meanstheearliestof(a)February26,2027,(b) thedateuponwhichtheentireoutstandingprincipalbalanceoftheLoans,togetherwithallunpaid interest, fees, charges and costs, become due and payable in accordance with Section11.2of the Agreement;and(c)theoccurrenceofTCPurchaseFinalFundingDateunderthelastTCPurchase Agreement.

“BLBridgeLoanNote”and“BLBridgeLoanNotes”havethemeanings assigned to such terms in Section 1.1(f)(ii).

“BL Lender” has the meaning assigned to such term in Section 1.1(b).

“Borrower” means (a) prior to the Term Conversion Date, the Project Company, and(b)fromandaftertheTermConversionDate,ClassB Member.

“BorrowerBL Commitment Reduction”has themeaning assigned to such term in Section 1.2(b).

“BorrowerCL CommitmentReduction”hasthemeaning assignedtosuchterm in Section 1.2(b).

“Borrower Entity” means (a) prior to the Term Conversion Date, each of the Parent, the Class B Member, the Tax Holdco, the Project Company and the Construction Holdco and (b) from and after the Term Conversion Date, each of the Parent, the Class B Member, the Project Company and the Tax Holdco.“Borrower Entities” shall have a correlative meaning.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type made by the Lenders.

“BorrowingDate”meanseachdateonwhichaBorrowingoccurs.

“BP OfftakeAgreement”means that certain Energy StorageServiceAgreement, to be executed by and between the Project Company and the BP Offtaker.

“BPOfftaker”meansBPEnergyCompany,aDelaware corporation.

“BPOfftakeGuaranty”meansthatcertainGuarantyAgreementtobeenteredinto by the BP Offtake Guarantor and the Project Company.

“BPOfftakeGuarantor”meansBPCorporationNorthAmericaInc.,anIndiana corporation.

“Bridge Loan” and“Bridge Loans”havethe meaningsassignedtosuchtermsin Section1.1(b)(i).

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“Bridge Loan Availability Period” means the period commencing on the Initial Funding Date the Bridge Loan Maturity Date (unless the Bridge Loan Commitments are fully utilized, cancelled or expire before the Bridge Loan Maturity Date pursuant to the Agreement).

“Bridge Loan Commitment Fee” has the meaning assigned to such term in Section 5.2(b)(ii).

“Bridge Loan Commitments” means, collectively, the commitments of each of theLenderstomakeBridgeLoanstotheBorrowerunder,andonthetermsof,theAgreement,up tobutnotexceeding,foreachLender,theaggregateamountofsuchLender’sProportionateShare of the Total Bridge Loan Commitment.

“BridgeLoan Facility” hasthemeaning assigned tosuchterm inthepreambleto this Agreement.

“BridgeLoanMaturityDate”meanstheearliestof(a)theTermConversionDate, (b) the date upon which the entire outstanding principal balance of the Loans, together with all unpaidinterest,fees,chargesandcosts,becomedueandpayableinaccordancewithSection11.2of the Agreement; (c) the occurrence of the TC Purchase Final Funding Date and (d)the Date Certain.

“Bridge Loan Note” and “Bridge Loan Notes” have the meanings assigned to such terms in Section 1.1(f)(ii).

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized to be closed in New York, New York; provided, however, that, with respect to any matters related to Loans that bear interest at a rate based on SOFR or any other mattersrelatedtotheadministrationofSOFR,eachapplicablereferencetoa“BusinessDay”shall be deemed to refer to a “U.S.Government Securities Business Day”.

“CAISO”meanstheCaliforniaIndependentSystemOperator.

“CAISONetQualifyingCapacityAssessment”meanstheCAISOdetermination, assessment, or report regarding the amount of Qualifying Capacity (as defined in the CAISO Tariff) for Resource Adequacy Resources (as defined in the CAISO Tariff), as governed by relevant provisions of the CAISO Tariff.

“CAISO Tariff” means the Open Access Transmission Tariff of CAISO as approved by FERC, including any attachments, as amended from time to time, that contains the scheduling,operating,planning, reliability,andsettlement (including registration)policies, rules, guidelines, procedures, standards, and criteria of CAISO.

“CalChoice Offtake Agreement” means, individually or collectively as the context requires, those certain Resource Adequacy Agreements, by and between the Project Company, on the one hand, and CalChoice Offtaker, on the other hand, on behalf of each of the following (collectively, the “CalChoice Offtake Members”):(a) Town of Apple Valley, a Californiamunicipalcorporationandgenerallawcityd/b/aAppleValleyChoiceEnergy,datedas of October30, 2025, (b) City of Lancaster, a California municipal corporation and charter city d/b/aLancasterEnergy,datedasofOctober30,2025,(c)CityofPomona,aCaliforniamunicipal corporationandchartercityd/b/aPomonaChoice Energy,datedasofOctober30,2025,(d)City

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of Palmdale, a California municipal corporation and charter city d/b/a Energy for Palmdale’s IndependentChoice,datedasofOctober30,2025,(e)CityofPicoRivera,aCaliforniamunicipal corporation and general law city d/b/a Pico Rivera Innovative Municipal Energy, dated as of October30, 2025, (f) City of Rancho Mirage, a California municipal corporation and charter city d/b/a Rancho Mirage Energy Authority, dated as of October30, 2025, (g) City of San Jacinto, a California municipal corporation and general law city d/b/a San Jacinto Power, dated as of October30, 2025, and (h) City of Santa Barbara, a California municipal corporation and charter city d/b/a Santa Barbara Clean Energy, dated as of October 30, 2025.

“CalChoice Offtaker” means California Choice Energy Authority, a California joint powers authority, on behalf of each of the CalChoice Offtake Members.

“CalChoice Offtake Members” has the meaning set forth in the definition of CalChoice Offtake Agreements.

“Calpine Offtake Agreement” means that certain Long Form Confirmation for ResourceAdequacyCapacity,datedasofJuly10,2025,byandbetweentheProjectCompanyand the Calpine Offtaker.

“CalpineOfftaker”meansCalpineEnergyServices,L.P.,aDelawarelimited partnership.

“Calpine Offtake Guarantor” means Calpine Corporation, a Delaware corporation or any Affiliate thereof that satisfies the credit rating requirements set forth in the Calpine Offtake Agreement.

“Calpine Offtake Guaranty” means any guaranty by the Calpine Offtake Guarantor of the obligations of the Calpine Offtaker under the Calpine Offtake Agreement to be entered into by Calpine Offtake Guarantor and Project Company following the Closing Date.

“Capacity Test” has the meaning assigned to such term in the EPC Contract.

“CashCollateral”shallhaveameaningcorrelativeto“CashCollateralize”and shallincludetheproceedsofsuchcashcollateralandothercreditsupport.

“CashCollateralize”means,topledgeanddepositwithordelivertotheCollateral Agent, for the benefit of the LC Issuers or the Lenders, as applicable, as collateral for the stated amounts of the issued Letters of Credit, cash pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the LC Issuers.

“CEC”meanstheCaliforniaEnergyCommission.

“CEG Letter Agreement” means the letter dated May22, 2025 between the Project Company and Constellation.

“ChangeofControl”means(a)fromandaftertheTransferDate,theTaxHoldco shallceasetoownonehundredpercent(100%)ofthemembershipinterests(andanyotherequity interests) in the Project Company, (b) (i) prior to the Transfer Date, the Class B Member shall cease to own one hundred percent (100%) of the membership interests (and any other equity interests) in the Tax Holdco, or (ii) from and after the Transfer Date, the Class B Member shall ceasetoownonehundredpercent(100%)ofthe“ClassB”ownershipinterestsintheTaxHoldco,

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(c) prior to the Transfer Date, the Construction Holdco shall cease to own one hundred percent (100%) of the membership interests (and any other equity interests) in the Project Company, (d) the Parent shall cease to own one hundred percent (100%) of the membership interests (and any other equity interests) in the Class B Member, or (e) (i) prior to the Term Conversion Date, the Sponsorshallceasetoown,directlyorindirectly,onehundredpercent(100%)ofthemembership interests(andanyotherequityinterests)intheConstructionHoldcoortheParent,or(ii)fromand aftertheTermConversionDate,theSponsorshallceasetoown,directlyorindirectly,onehundred percent(100%)ofthemembershipinterests(andanyotherequityinterests)intheParent;providedthat, in respect of clause (e)(ii), the Sponsor may transfer up to sixty seven percent (67%) (in the aggregate) of its membership interests (and any other equity interests) in the Parent to an AcceptableTransfereeif(A)allpermitsandothercertificates,licenses,appraisalsorrequirements of any Governmental Authority with respect to such transfer have been obtained and are in full forceandeffect, andsuchtransfercomplieswithalltheterms,conditionsandrequirementsthereof, (B) such transfer does not breach the terms and conditions of the applicable Material Project DocumentsandtheTaxDocumentsand(C)suchtransfercomplieswithallapplicablelaws,rules, regulations, ordinances, codes, orders, decrees or judgments of any Governmental Authority having jurisdiction with respect thereto, including all applicable Anti-Money Laundering Laws, Sanctions and federal and statesecurities laws and, as it relates to the Secured Parties, thePatriot Act (including the “know your customer” and similar regulations thereunder).

“ChangeofLaw”theoccurrence,aftertheClosingDate,ofanyofthefollowing:(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; providedthat notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuanttoBaselIII,shallineachcasebedeemedtobea“ChangeofLaw”,regardlessofthedate enacted, adopted or issued.

“Claims”hasthemeaningassigned tosuchterminSection8.16(a)(i).

“Class B Member” means Athos Storage Member B, LLC, a Delaware limited liability company.

“ClassBMemberAssignmentandAssumptionAgreement”meanstheClassB MemberAssignmentandAssumptionAgreementrequiredtobedeliveredpursuantto Section 6.4(ee), substantially in the form of Exhibit D-7to the Agreement.

“ClassBMemberSecurityAgreement”meansthatcertainGuarantee,Pledgeand Security Agreement, dated as of the Closing Date, by and between the Class B Member and the Collateral Agent.

“CLLender”hasthemeaningassignedtosuchterminSection1.1(a).

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“ClosingCertificate”meanstheBorrower’sclosingcertificate,intheformof Exhibit G-1to the Agreement.

“ClosingDate”meansthedatewheneachoftheconditionssetforthinSection6.1hasbeensatisfied (or,if notsatisfied,aswaivedinaccordancewiththetermsofthisAgreement).

“ClosingDateConstructionCollateralDocuments”hasthemeaningassignedto such term in Section 5.10(a).

“Closing Instructions” has the meaning assigned to such term in Section 6.1(y).

“Code”meanstheInternalRevenueCodeof1986,asamended,andanysuccessor federaltaxstatute.

“Collateral” means all real and personal property which is subject from time to time, to thesecurity interests orliens granted in or purported orintended to havebeen granted by any of the Collateral Documents.

“Collateral Accounts” means, collectively, the Disbursement Account, the Construction Account, the Revenue Account, the Debt Service Reserve Account, the Loss Proceeds Account, the Equity Capital Contribution Account, the Liquidated Damages Account, the Tax Holdco Holdback Account, the Interest Shortfall Reserve Account (Term Loan), the Interest Shortfall Reserve Account (BL Bridge Loan), the Distribution Reserve Account, the SponsorGuarantyReserveAccountandtheReserveAccounts,eachofwhichshallbeestablished and maintained in accordance with the Account Control Agreement.

“CollateralAgent”hasthemeaningassignedtosuchterminthepreambletothis Agreement.

“Collateral Documents”means, collectively, theConstructionCollateral Documents, the Term Loan and BL Bridge Loan Collateral Documents and all other security documents,financingstatementsandotherdocumentationfiledorrecordedinconnectionwiththe foregoing, and “Collateral Document” means any of the Collateral Documents.

“Coordinating Lead Arranger” means each of the Construction Loan CLA and the Bridge Loan CLA.

“Commitments”means,collectively,theTotalConstructionLoanCommitments, theTotalBridgeLoanCommitments,theMaximumLCCommitments,theTotalBLBridgeLoan CommitmentsandtheTotalTermLoanCommitments,andindividually,inrespectofeachLender, each Lender’s Proportionate Share of such Total Construction Loan Commitments, the Total Bridge Loan Commitments, the Maximum LC Commitments, the Total BL Bridge Loan Commitments and the Total Term Loan Commitments, as the context requires.

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

“Completion”meansSubstantialCompletionhasoccurredundereachoftheEPC ContractandtheProjectisinterconnectedandsynchronizedtothegrid,andcapableofproducing electricityincommercialquantitiesfromtheProjecttothePointofInterconnection(asdefinedin the Interconnection Agreement).

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“Completion Plan” has the meaning assigned to such term in Section 8.24(b).

“ConformingChanges”means,withrespecttoeithertheuseor administrationof Daily Compounded SOFR or the use, administration, adoption or implementation of any BenchmarkReplacement,anytechnical,administrativeoroperationalchanges(includingchanges to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “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 breakage provisions, the formula for calculating any successor rates identified pursuanttothedefinitionof“BenchmarkReplacement”,theformula,methodologyorconvention for applying the successor floor to the successor Benchmark Replacement and other technical, administrativeoroperationalmatters)thattheAdministrativeAgentdecides(inconsultationwith the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or topermittheuseandadministrationthereofbytheAdministrativeAgentinamannersubstantially consistent with market practice (or, if the Administrative Agent decides (in consultation with the Borrower)that adoption ofany portion ofsuch market practiceis not administratively feasibleor iftheAdministrativeAgentdetermines(inconsultationwiththeBorrower)thatnomarketpractice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“ConnectionIncomeTaxes”means OtherConnectionTaxesthat areimposedon or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consents” has the meaning assigned to such term in Section 5.10(a)(vi).

“Constellation”meansConstellationEnergyGeneration,LLC(f/k/aExelon GenerationCompany,LLC).

“Construction Account” has the meaning assigned to such term in the Account Control Agreement.

“Construction Collateral” means all real and personal property which is subject fromtimetotime,tothesecurityinterestsorliensgrantedinorpurportedorintendedtohavebeen granted by any of the Construction Collateral Documents.

“Construction Collateral Documents” has the meaning assigned to such term in Section 5.10(b).

“Construction Contracts” means, collectively, the EPC Contract, the BESS Supply Agreement and the Construction Management Agreement.

“Construction Holdco” means Athos Storage Construction Holdco, LLC, a Delaware limited liability company.

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“Construction Holdco Security Agreement” means the Guarantee, Pledge and Security Agreement, dated as of the Closing Date, by and between the Collateral Agent and the Construction Holdco.

“Construction Loan” and “Construction Loans” have the meanings assigned to such terms in Section 1.1(a)(i).

“Construction Loan Availability Period” means the period commencing on the dateuponwhichtheBorrowerhasutilizedtheTotalBridgeLoanCommitmentsandendingonthe Construction Loan Maturity Date (unless the Construction Loan Commitments are fully utilized, cancelled or expire before the Construction Loan Maturity Date pursuant to the Agreement).

“ConstructionLoanCommitmentFee”hasthemeaningassignedtosuchtermin Section 5.2(b)(i).

“Construction Loan Commitments” means, collectively, the commitments of each of the Lenders to make Construction Loans to the Borrower under, and on the terms of, the Agreement, up to but not exceeding, for each Lender, the aggregate amount of such Lender’s Proportionate Share of the Total Construction Loan Commitment.

“Construction Loan Facility” has the meaning assigned to such term in the preamble to this Agreement.

“Construction Loan Maturity Date” means the earliest of (a) the Term Conversion Date, (b) the date upon which the entire outstanding principal balance of the Loans, together with all unpaid interest, fees, charges and costs, become due and payable in accordance with Section 11.2of the Agreement and (c) the Date Certain.

“Construction Loan Note” and “Construction Loan Notes” have the meanings assigned to such terms in Section 1.1(f)(i).

“Construction Management Agreement” means that certain Construction Management Services Agreement, dated as of the date hereof, by and between the Project Company and the Construction Manager.

“Construction Manager” means SB Energy DevCo (US), LLC, a Delaware limited liability company.

“ConstructionPeriod”hasthe meaning assigned tosuchterm inthedefinitionof ProjectCosts.

“Construction Report” has the meaning assigned to such term in Section 8.5(a).

“ConsumerPriceIndex”meanstheConsumerPriceIndex,“AllUrban Consumers; U.S.CityAverage,”aspublishedby theU.S.DepartmentofLabor,BureauofLabor Statistics, or if such index shall cease to be published, such other index as shall be reasonably selected by Administrative Agent and the Borrower.

“Continue”, “Continuation” and “Continued” means the continuation pursuant to Sections 1.1(c)(vi), 2.1(b)(vi), 3.3(d)(iv)and 3.3(d)(iv)of a SOFR Loan from one Interest Payment Date to the next Interest Payment Date.

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“ControlledGroup”meansallmembersofacontrolledgroupofcorporationsand alltradesorbusinesses(whetherornotincorporated)undercommoncontrolwhich,togetherwith the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code.

“Conversion/Continuation Notice” has the meaning assigned to such term in Section 1.1(c)(vi).

“Convert”, “Conversion” and “Converted” means a conversion pursuant to Sections 1.1(c)(vi), 2.1(b)(vi),3.3(iv)and 3.3(v)of one Type of Construction Loan into another TypeofConstructionLoan,oneTypeofBridgeLoanintoanotherTypeofBridgeLoan,oneType ofLCLoanintoanotherTypeofLCLoan,oneTypeofBLBridgeLoanintoanotherTypeofBL Bridge Loan and one Type of Term Loan into another Type of Term Loan, respectively, which may be accompanied by the transfer by a Lender (at its sole discretion) of a Construction Loan, Bridge Loan, LC Loan, BLBridgeLoan and Term Loan, as applicable, from oneLending Office to another.

“CoreComponents”meanscorecomponentsoftheGreenLoanPrinciplesasmay be amended from time to time, including ‘Use of Proceeds’, ‘Process for Project Evaluation and Selection’,‘ManagementofProceeds’and‘Reporting’,eachasmorespecificallydescribedinthe Green Loan Principles.

“Corporate Trust Office” means the office of each of the Agents, as applicable, atwhichatanyparticulartimeitscorporatetrustbusinessshallbeprincipallyadministered,which offices at the date of the execution of this instrument are located at the address referred to in Section17.1,orsuchotheraddressaseachAgent,asapplicable,maydesignatefromtimetotime by notice to the Borrower and the Administrative Agent (or, in the case of the Administrative Agent, the Lenders) or the principal corporate trust office of any successor Agent (or such other address as such successor Agent may designate from time to time by notice to the Borrower and the Administrative Agent or the Lenders, as applicable.

“Co-Tenancy Agreement” means that certain Amended and Restated LGIA Co-Tenancy Agreement, dated October27, 2025, and entered into by and among Athos I, Athos II, and the Project Company.

“CoveredEntity”means anyofthefollowing:

(a)    a“covered entity”asthattermisdefinedin,andinterpreted in accordance with, 12 C.F.R. § 252.82(b);

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

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

“Covered Parties” has the meaning assigned to such term in Section 5.12(a).

“CPUC”meanstheCaliforniaPublicUtilitiesCommissionandanysuccessor agencythereto.

“CreditParties”hasthe meaningassignedtosuchterminArticle12.

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“Daily Compounded SOFR” means, for any day (a “SOFR Rate Day”), a rate perannumequaltothegreaterof(a)SOFRfortheday(suchday,a“SOFRDeterminationDay”) thatisfive(5)U.S.Government SecuritiesBusinessDaysprior to(i)ifsuchSOFRRate Dayisa U.S.GovernmentSecuritiesBusinessDay,suchSOFRRateDayor(ii)ifsuchSOFRRateDayis not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor.If by 5:00 p.m. (NewYorkCitytime)onthesecond(2nd)U.S.GovernmentSecuritiesBusinessDayimmediately following any SOFR Determination Day, SOFR in respect ofsuch SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Compounded SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; providedthat any SOFR determined pursuant to this sentence shall be utilized for purposesofcalculationofDailyCompoundedSOFRfornomorethanthree(3)consecutiveSOFR RateDays.Any changeinDailyCompoundedSOFRduetoachangein SOFRshallbeeffective from and including the effective date of such change in SOFR without notice to the Borrower.

“Date Certain” means the earliest of (a) sixty (60)days prior to the Pref Equity InvestorfundingcommitmentexpirationdateunderthePrefEquityDocuments,(b)sixty(60)days priortothedateofexpirationofanyTCPurchaser’spurchasecommitmentunderanyTCPurchase Document, (c) the date that is sixty (60)days prior to the “Guaranteed Commercial Operation Date”(orequivalenttermasdefinedineachOfftakeAgreement);providedthat,inthecaseofthe SDCP Offtake Agreement, the Date Certain will be sixty (60) days prior to the “Guaranteed Commercial Operation Date” as defined in the SDCP Offtake Agreement, as extended assuming apaymentofliquidateddamagesequivalenttothirty-one(31)dayshasbeenmadethereunder,(d) the date that is sixty (60)days prior to the “Expected COD” (as defined in the Calpine Offtake Agreement), and (e) February 26, 2027.

“Date Down Endorsement” has the meaning assigned to such term in, as applicable, Section 6.3(c)(ii).

“DCE Offtake Agreement” means that certain Resource Adequacy + TB4 Agreement, dated as of October14, 2025, by and between the Project Company and the DCE Offtaker.

“DCEOfftaker”meansDesertCommunityEnergy,aCaliforniajointpowers authority.

“DEBAGrant”hasthemeaningassignedtosuchterminSection16.1.

“DEBAGrantAgreement”meansagrantagreementunderwhichtheCECmay providefundingtoaBorrowerEntitythroughtheDEBAPrograminconnectionwiththeProject, which shall be in form and substance reasonably satisfactory to each of the Lenders.

“DEBA Grant Blocked Distribution Period” means any period (a) prior to the full repayment of the BL Bridge Loans, or (b) during which a Default or Event of Default has occurred and is continuing.

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“DEBA Grant Proceeds” means any and all amounts received, whether directly orindirectly,byaBorrowerEntityfromorinconnectionwithDEBAGrantDisbursementsmade to the DEBA Grant Recipient pursuant to the DEBA Grant Agreement.

“DEBAGrantRecipient”hasthemeaningassignedtosuchterminSection16.1.

“DEBA Program” has the meaning assigned to such term in Section 16.1.

“Debt Service” means, for any period and as of any date of determination, (a) all scheduled Obligations payable by the Borrower during such period under the Agreement, including all Scheduled Repayment Amounts of the unpaid principal amount of the Term Loans, BL Bridge Loans and LC Loans, (b) any scheduled interest, commitment fees and fees of the AgentsaccruedontheLoansand payableduring suchperiod (otherthan feespaidontheClosing Date), and (c) all other scheduled Obligations actually payable by the Borrower under any Financing Documents (including any Interest Rate Agreement Settlement Payments payable by theBorrower under the Interest Rate Agreements, net of any Interest Rate Agreement Settlement Payments received by theBorrowerthereunderduring therelevant period) during such period, in each case, excluding any Letter of Credit Fees.

“DebtServiceCoverageRatio”or“DSCR”means,asofanyScheduledPayment Date, for the twelve-month period ending on such Scheduled Payment Date (or in the case of the first Scheduled Payment Date, for the period commencing on the Term Conversion Date and ending on such Scheduled Payment Date), the ratio of Operating Cash Flow Available for Debt Service (excluding, for the avoidance of doubt, any test revenue, Project Revenue received prior totheTermConversionDate,Pre-CompletionRevenue,ExcludedRevenuesorproceedsfromsale by Tax Holdco of the ITCs generated by the Project) for such period to Debt Service for such period.

“Debt Service Reserve Account” has the meaning assigned to such term in the Account Control Agreement.

“Debt Sizing Parameters (BLBridgeLoan)”means, as of theTerm Conversion Date, the maximum amount of BL Bridge Loans that, if provided to the Borrower, is an amount no greater than ninety eight percent (98%) of the Post-Term Conversion TC Purchase Proceeds.

“Debt Sizing Parameters (Term Loan)” means, as of any date of determination, themaximumamountof Term Loans, as applicable,that,ifprovidedtothe Borrower would:(a) permittheBorrowertorepayinfulltheprincipalamountoftheTermLoans,asapplicable,byend of the Amortization Period, and (b) not cause the Projected Debt Service Coverage Ratios calculatedpursuanttotheBaseCaseForecasttobelessthantheapplicableMinimumDebtService Coverage Ratios.

“Deed of Trust” means the Construction Deed of Trust with Power of Sale, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the Closing Date, by the Project Company for the benefit of Collateral Agent.

“Default” means any occurrence, circumstance or event, or any combination thereof, which, with the lapse of time, the giving of notice or both, would constitute an Event of Default.

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“Default Rate” means, with respect to Loans and all other Obligations under the Financing Documents, the interest rate per annum equal to the rate otherwise applicable to such amounts (or if otherwise not stated, the rate applicable to Base Rate Loans) plustwo and zero tenths percent (2.00%) per annum.

“DefaultRight”hasthe meaningassignedtothatterm in,andshallbeinterpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section5.14(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such LoanswererequiredtobefundedhereunderunlesssuchLendernotifiestheAdministrativeAgent andtheBorrowerinwritingthatsuch failureistheresultofsuch Lender’sdeterminationthatone or more conditions precedent to funding (each of which conditions precedent, together with any applicabledefault,shallbespecificallyidentifiedinsuchwriting)hasnotbeensatisfied,or(ii)pay to the Administrative Agent, any LC Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any LC Issuer in writing that it does not intendtocomply with its fundingobligations 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’sdeterminationthataconditionprecedenttofunding(whichconditionprecedent,together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the AdministrativeAgent,theBorrower,or,totheextentanLCIssuerhasoutstandingLCObligations at such time with respect to a Letter of Credit with respect to which such Defaulting Lender has Commitments,suchLCIssuer,toconfirminwritingtotheAdministrativeAgent,suchLCIssuer or the Borrower that it will comply with its prospective funding obligations hereunder (providedthat such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of suchwrittenconfirmationbytheAdministrativeAgent,suchLCIssuerortheBorrower),or (d)other than via an Undisclosed Administration, has, or has a direct or indirect parent company thathas,(i)becomethesubjectofaproceedingunderanyBankruptcyLaw,(ii)hadappointedfor itareceiver,custodian,conservator,trustee,administrator,assigneeforthebenefitofcreditorsor similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in suchacapacityor(iii)becomethesubjectofaBail-InAction;providedthataLendershallnotbe a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.Any determinationbytheAdministrativeAgentthata Lenderis aDefaultingLenderunderanyoneor more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and suchLendershallbedeemedtobeaDefaultingLender(subjecttoSection5.14(b))upondelivery of written notice of such determination to the Borrower, each LC Issuer, and each Lender.

“Depositary” means JPMorgan Chase Bank, N.A. or its successor and assigns in theirrespectivecapacitiesasDepositarypursuanttothetermsoftheAccountControlAgreement.

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“Development Services Agreement” means that Development Services Agreement, dated as of October31, 2024, by and between Construction Manager and Project Company.

“Disbursement Account” has the meaning assigned to such term in the Account Control Agreement.

“Discharge Date” means the date on which the Commitments shall have been terminatedorfullyutilized(andtherebyterminated),allLettersofCreditshallhavebeenreturned to the applicable LC Issuer for cancellation or otherwise terminated in accordance therewith, and theprincipal of and interest on the Loans, all fees and all other expenses, amounts orObligations payableunderany FinancingDocument shallhavebeenpaidinfullincash,andthe Interest Rate Agreements and other Financing Documents shall have been terminated and all Interest Rate Agreement Termination Payments shall have been paid in full in cash.

“DisclosureLetter”meansthescheduleofdisclosuresandinformationattachedto acertificatedulyexecutedbytheBorrowerontheClosingDate,informandsubstancereasonably satisfactory to the Administrative Agent and the Lenders.

“Disqualified Lender” means (i)those persons identified in Schedule Bto the Disclosure Letter, (ii)competitors of the Borrower, financial institutions, investors, Affiliates or any other Person identified by the Borrower to the Administrative Agent in writing from time to timebeforeoraftertheClosingDate,(iii)anyAffiliateofanyPersondescribedinclause(i)or (ii)thatisreasonablyidentifiablebynameasanAffiliateofsuchPerson,otherthanbonafidedebt fundAffiliatesofsuchPersonor(iv)aSpecifiedForeignEntity.ThelistofDisqualifiedLenders shall be made available to any Lender upon request to the Administrative Agent.

“Disqualified Person” means (a) the United States, any state or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (b) any organization which is exempt from tax imposed by the Code (including anyformertax-exempt organizationwithinthemeaningofSection168(h)(2)(E)oftheCode),(c) any Person who is not a United States Person, (d) any Indian tribal government described in Section7701(a)(40)oftheCode;(e)any“tax-exemptcontrolledentity”under Section168(h)(6)(F)oftheCode;(f)anyentityreferredtoinparagraph(4)ofSection54(j)ofthe Code; (g) a mutual savings bank, cooperative bank, or domestic building and loan association to which Code Section593 applies; (h) a regulated investment company or real estate investment trustsubjecttotaxationundersubchapterM,chapter1oftheCode;(i)acooperativeorganization described in CodeSection1381(a); and (j) apartnership orotherpass-through entity (including a disregardedentity)adirectorindirectownerofwhichisdescribedinclauses(a)through(i)ofthis definition or this clause (j)(unless such indirect owner owns its indirect interest through an association taxable as a corporation forU.S. federal incomeTax purposes that is not described in clauses (a)through (i)of this definition); providedthat any such Person shall not beconsidered a Disqualified Person to the extent that (i) the Person is described within clause (a)through (b), or clause(d)ofthisdefinitionandtheexceptionunderSection168(h)(1)(D)oftheCodeapplieswith respect to the income from the Tax Holdco for that Person, (ii) the Person is described within clause (c)of this definition and the exception under Section168(h)(2)(B)(i) of the Code applies with respect to the income from the Tax Holdco for that Person, or (iii) such Person is described withinclause(e)ofthisdefinitionandavoidsbeinga“tax-exemptcontrolledentity”under

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Section168(h)(6)(F)oftheCodebymakinganelectionunderSection168(h)(6)(F)(ii)ofthe Code.

“DistributionConditions”means:

(a)    the Term Conversion Date has occurred, the Bridge Loans have been fully repaid and the BL Bridge Loans have been fully repaid;

(b)    no Event of Default or Default has occurred and is continuing and such distribution will not result in a Default or Event of Default;

(c)    the funds on deposit in or credited to the Debt Service ReserveAccountasofsuchdate(includingthestatedamountoftheDSRLetterof Credit or any Acceptable Sponsor Letter of Credit, if issued) are in an amount necessarytoensurethatthetotalamountthenondepositisequaltoorgreaterthan the Minimum Debt Service Reserve Requirement as of such date;

(d)    (i) the funds on deposit in the Augmentation Reserve Account are in an amount equal to the Minimum Augmentation Reserve Requirement as of such date; (ii) the funds on deposit in the Major Maintenance Reserve Account are in an amount equal to the Major Maintenance Reserve Amount as of such date;(iii) the funds on depositin the Interest Shortfall Reserve Account (Term Loan) are in an amount equal to the Interest Shortfall Reserve Amount (Term Loan) as of such date; and (iv) the BESS Buydown Reserve Account is funded in an amount equal to the amount set forth on ExhibitU (BESS Buydown Reserve Amount) as of such date;

(e)    noLCLoansorUnreimbursedObligationsareoutstanding;

(f)    the Debt Service Coverage Ratio calculated in accordance with Section8.8as of the Scheduled Payment Date immediately preceding such Distribution Date is not less than 1.20:1.00; and

(g)    Class B Member shall have delivered to the Administrative AgentacertificateintheformofExhibitFtotheAgreementcertifyingtotheeffect that each of the foregoing conditions shall have been satisfied.

“DistributionDate”meansaBusinessDayselectedbytheBorroweroccurringno earlier than ten (10) Business Days, and no later than thirty-five (35) Business Days after each ScheduledPaymentDate;provided,however,thatinnoeventshalltheinitialDistributionDatebe priortothelaterof:(a)thefirstScheduledPaymentDate,and(b)thedateonwhichtheBLBridge Loans have been fully repaid.

“DistributionReserveAccount”hasthemeaningsetforthintheAccountControl Agreement.

“Dodd-FrankWallStreetReformandConsumerProtectionAct”meansthe Dodd-FrankWallStreet ReformandConsumerProtectionAct(Pub.L.111-203(signedintolaw July 21, 2010)).

“Dollars”and“$”meansthelawfulcurrencyoftheUnitedStatesofAmerica.

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“Domestic Content Bonus Certificate” means a certificate with respect to eligibilityforthedomesticcontentbonuscreditpursuanttoSection48E(a)(3)(B),substantiallyin the form of Exhibit Q.

“Drawing Payment” has the meaning assigned to such term in Section 3.2(b).

“DSRLCAvailabilityPeriod”means,withrespecttoanyDSRLCCommitment orDSRLettersofCredit,theperiodcommencingontheTermConversionDateandendingonthe LC Availability Termination Date.

“DSR LC Commitment” means the commitment of each of the Lenders to issue one or more DSR Letters of Credit or to fund LC Loans in respect thereof on the terms of this Agreement, up to but not exceeding, for each Lender, the aggregate amount of such Lender’s Proportionate Share of the Maximum DSR LC Commitment.

“DSR LC Issuer” means each LC Issuer with a Commitment in respect of a DSR Letter of Credit as set forth in Exhibit J.

“DSRLetterofCredit”hasthemeaningassignedtosuchtermin Section 3.1(a)(iii).

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

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

“EEA Resolution Authority” means any public administrative authority or any personentrustedwithpublicadministrativeauthorityofanyEEAMemberCountry(includingany delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Green Project” means a project in alignment with the indicative categories of “Renewable Energy” and “Energy Efficiency” under the ‘Use of Proceeds’ component of the Core Components.For the avoidance of doubt, photovoltaic solar and battery energy storage projects (including the Project) are deemed to be Eligible Green Projects.

“Eminent Domain Proceeds” means the proceeds of any compensation to which the Project Company, the Class B Member, the Construction Holdco (prior to the Transfer Date) or the Tax Holdco is entitled as a result of an Event of Eminent Domain.

“Energy Community Bonus Certificate” means a certificate with respect to eligibility for the energy community bonus credit pursuant to Section48E(a)(3)(A), substantially in the form of Exhibit R.

“EnergyManagementAgreement”meanstheEnergyServicesAgreement,dated December 5, 2025, entered into between the Project Company and the Energy Manager.

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“EnergyManager”meansZGlobal, Inc.

“Environmental Claim” means any and all administrative, regulatory or judicial actions,suits,writtendemands,decrees,claims,liens,judgments,warningnotices,writtennotices of noncompliance or violation, investigations by any Governmental Authority, proceedings, removalorremedialactions,arisingunderanyEnvironmentalLaworanyPermitissuedunderany suchEnvironmentalLaw,including(a)anyandallclaimsornoticesofviolationbyGovernmental Authoritiesfor enforcement,cleanup,or damages pursuanttoany applicableEnvironmental Law and (b) any and all claims or actions by any third party challenging any Permit issued under any Environmental Law or seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Substances or arising from alleged injury or threat of injury to natural resources, cultural, archeological, or biological resources, wildlife, health and safety (to the extent related to exposure to Hazardous Substances) or the environment.

“Environmental Consultant” means Stantec Consulting Services, Inc., or its successors appointed pursuant to Section 14.1.

“Environmental Law” means any and all applicable federal, state and local statutes, laws, regulations, ordinances, judgments, orders, codes, common law, or Governmental Rule concerning pollution or protection of health and safety (to the extent related to exposure to Hazardous Substances), natural resources, wildlife, or the environment, or relating to plants or animalsorprotectedspecies,andincluding,butnotlimitedto,theFederalWaterPollutionControl Act (as amended), the Resource Conservation and Recovery Act of 1976 (as amended), the ComprehensiveEnvironmentalResponse,CompensationandLiabilityActof1980(asamended), the Toxic Substances Control Act (as amended) and the Occupational Safety and Health Act of 1970 (as amended) to the extent it relates to the handling of and exposure to hazardous or toxic materials, substances or wastes.

“Environmental Reports” means those certain Phase I Environmental Site Assessments for the Athos Storage B Solar Project, located in Riverside County, California, prepared for SB Energy DevCo (US), LLC, dated as of January24, 2025 (Phase I) and July2, 2025 (Phase I), prepared by the Environmental Consultant.

“EPC Contract” means that certain Turnkey Engineering, Procurement and ConstructionAgreement,datedasofOctober16,2025,betweentheProjectCompanyandtheEPC Contractor.

“EPC Contractor” means Rosendin Electric, Inc., a California corporation. “Equity Capital Contribution Account” has the meaning assigned to such term intheAccountControlAgreement.

“ERISA” means the Employee Retirement Income Security Act of 1974 as amended, and the rules and regulations promulgated thereunder.

“ERISA Plan” means any employee benefit plan (a) maintained by the Borrower or any member of the Controlled Group, or to which any of them contributes or is obligated to contribute,foritsemployees,(b)coveredbyTitleIVofERISAortowhichSection412ofthe

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Code applies and (c) with respect to which the Class B Member, the Construction Holdco (prior totheTransferDate),theTaxHoldcoortheProjectCompanyhasanyactualorcontingentliability.

“ErroneousPayment”hasthemeaningassignedtosuchterminSection13.20(a).

“ErroneousPaymentSubrogationRights”hasthemeaningassignedtosuchterm inSection13.20(d).

“Escrow Account”means that account established by theEscrow Agent pursuant to the Loss Proceeds Escrow Agreement.

“EscrowAgent”meansU.S.BankNationalAssociationinitscapacityasescrow agent.

“Escrow AgreementLossProceeds”hasthemeaningassigned totheterm“Loss Proceeds”intheLossProceedsEscrowAgreement.

“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.

“Event of Default” and “Events of Default” have the meanings assigned to such terms in Section 11.1.

“Event of Eminent Domain” means any compulsory transfer or taking by condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsorytransferor taking,ofanypartof theCollateralby anyagency, department, authority, commission, board, instrumentality or political subdivision of the State of California, the United States or another Governmental Authority having jurisdiction.

“EventofLoss”means a singleinsuredeventora relatedseries ofeventscausing any loss of, destruction of or damage to all or any portion of the property or assets of the Class B Member, the Tax Holdco, Construction Holdco (prior to the Transfer Date) or the Project Company.

“EWG” means an “exempt wholesale generator,” as such term is defined in Section 1262(6) of PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“Excess Amount” has the meaning assigned to such term in Section 5.9(b).

“ExcludedRevenues”means(a)proceedsfromsalebyTaxHoldcooftheITCs generated by the Project that are distributable to the Pref Equity Investor pursuant to Pref Equity LLCA, and (b) during any period that is not a DEBA Grant Blocked Distribution Period, any DEBA Grant Proceeds.

“Excluded Swap Obligation” means, with respect to any Person, any Swap Obligationif,andtotheextentthat,alloraportionoftheguaranteeofsuchPersonof,orthegrant bysuchPersonofasecurityinteresttosecure,suchSwapObligation(oranyguaranteethereof)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)byvirtueofsuchPerson’sfailureforanyreasontoconstitutean“eligiblecontract

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participant”asdefinedintheCommodityExchangeActandtheregulationsthereunderatthetime the guarantee of such Person or the grant of such security interest becomes effective with respect to such Swap Obligation.If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” has the meaning assigned to such term in Section 5.3(d)(i).

“Excluded Work” has the meaning assigned to such term in Section 6.3(c)

“FATCA”meansSections1471through1474oftheCode,asofthedateofthis Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) any current or future regulations or official interpretationsthereof,anyagreementsenteredintopursuanttoSection1471(b)(l)oftheCodeand any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement,treatyorconventionamongGovernmentalAuthoritiesenteredintoinconnectionwith the implementation of the foregoing.

“FDIC” means the Federal Deposit Insurance Corporation and its successors.

“FederalFundsEffectiveRate”means,foranyday,theweightedaverage (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding BusinessDaybytheFederalReserveBankofNewYork;providedthatifFederalFundsEffective RateassodeterminedshalleverbelessthantheFloor,thenFederalFundsEffectiveRateshallbe deemed to be the Floor.

“FederalReserveBoard”meanstheBoardofGovernorsoftheFederalReserve System.

“FeeLetter”means(a)thatcertainInitialLenderFeeLetter,datedasofNovember 26, 2025, by and among the Project Company, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, ING Capital LLC, Société Générale, Truist Bank and Truist Securities, Inc., as amended and restated as of the date hereof, (b) that certain CLA Fee Letter, dated as of the date hereof, by and among the Project Company and Sumitomo Mitsui Banking Corporation, and (c) thatcertainAgentFeeLetter,datedasofthedatehereof,byandamongtheProjectCompany,the ClassBMemberandMUFGBank,Ltd.,and(d)thatcertainScheduleofFeestoActasCollateral Agent for SB Energy Athos Storage Project Finance Transaction by and among the Project CompanyandTruistBank,signedbyProjectCompanyonNovember10,2025andbyTruistBank on September 8, 2025.

“FERC” means the Federal Energy Regulatory Commission and its successors.

“FinalCompletionHoldback”hasthemeaningassignedtosuchtermin Section6.4(bb).

“FinalCompletionReserveAccount”meansareserveaccountoftheProject Company or the Tax Holdco.

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“Financing Documents” means, collectively, the Agreement, the Notes, the Fee Letters, the Disclosure Letter, the Collateral Documents, the Class B Member Assignment and Assumption Agreement, the Interest Rate Agreements and any other documents, agreements or instruments entered into in connection with any of the foregoing.

“Fixed Portion” means, at any time, the Term Loans that have been hedged pursuant to the Interest Rate Agreements in accordance with Section 5.9.

“Fixed Tax Assumption” means the “Fixed Tax Assumptions” (or similar term), as defined in the Pref Equity LLCA.

“FloatingPortion”means,atanytime,theTermLoansthathavenotbeenhedged pursuant to the Interest Rate Agreements.

“Floor”meansarateofinterestequalto0%.

“Foreign Influenced Entity” means a “foreign influenced entity” within the meaning of Section 7701(a)(51)(D) of the Code.

“Forethought”meansForethoughtLifeInsuranceCompany.

“FPA” means the Federal Power Act, as amended, and FERC’s implementing regulations adopted thereunder.

“FullCapacityDeliverabilityStatus”hasthemeaningsetforthintheCAISO Tariff.

“FullCapacityDeliverabilityStatusDate”meansthedateonwhich(a)CAISO hasdeliveredawrittennotificationgrantingFullCapacityDeliverabilityStatustotheProject,and (b)theBorrowerhasdeliveredtotheAdministrativeAgentevidencereasonablysatisfactorytothe MajorityLendersthattheProjecthasbeenawardedsuchstatusandsuchstatushasbeenobtained, in each case for purposes of, and as defined in, the applicable Offtake Agreement.

“Fund”meansanyPerson(otherthananaturalperson)thatis(orwillbe)engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“Funds FlowMemorandum”means with respect totheInitial Funding Date, the Pref Equity Mechanical Completion Funding Date, and the Pref Equity Final Funding Date, that certain funds flow memorandum detailing the proposed flow, and use, of the proceeds of the Borrowing of the Bridge Loans on the Initial Funding Date, the Pref Equity Mechanical Completion Funding Date and the Pref Equity Final Funding Date, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.

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

“Government Official” means any officer or employee of any Governmental Authority or any department, agency or instrumentality thereof, including state-owned and partiallystate-ownedentities,orofapublicorganizationorpoliticalparty(includingcandidates

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forpoliticaloffice)oranypersonactinginanofficialcapacityfororonbehalfofanysuch GovernmentalAuthority,department,agency,organization,politicalpartyorpublicorganization.

“Governmental Authority” means any national, State or local government (whetherdomesticorforeign),anypoliticalsubdivisionthereoforanyothergovernmental,quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity, (including any zoning authority, IRS, FERC, NERC, CPUC, CAISO, the FDIC, any applicable independent system operator, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government including any supra-national bodies (such as the European Union or the European Central Bank).

“GovernmentalRule”meansanystatute,law,regulation,treaty,tariff,ordinance, rule, judgment, order, decree, directive, guideline, policy (only to the extent that such directive, guidelineorpolicyismandatoryinnature),oranysimilarformofdecisionofordeterminationby, or any interpretation or administration of any of the foregoing, only to the extent that any of the foregoinghasthe force andeffect oflaw by, any Governmental Authority,whichis applicable to any Person, whether now or hereafter in effect.

“GreenLoan”hasthemeaningassignedtosuchterminSection15.1.

“GreenLoanPrinciples”meansthe“GreenLoanPrinciples”,issuedin March2025, by the Loan Market Association (LMA) and the Loan Syndications and Trading Association (LSTA) as may be amended from time to time, and the Guidance on Green Loan Principles issued in March 2025 by the LMA and LSTA, as may be amended from time to time.

“GreenLoanStructuringAgent”meanseachofINGCapitalLLCandSumitomo Mitsui Banking Corporation, together with their respective successors and assigns in such capacity,appointedbyBorrowerhereundertofacilitatevoluntaryalignmentbyBorrowerwiththe Core Components (as defined in the Green Loan Principles) in connection with this Agreement.

“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 (the “primary obligor”) in anymanner,whetherdirectlyorindirectly,andincludinganyobligationoftheguarantor,director indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtednessorotherobligationortopurchase(ortoadvanceorsupplyfundsforthepurchaseof) any security for the payment thereof, (b) to purchase or lease property, securities or services for thepurposeofassuringtheownerofsuchIndebtednessorotherobligationofthepaymentthereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; providedthat the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“HazardousSubstance”means(a)anychemical,compound,material,mixtureor substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any EnvironmentalLawasa“hazardoussubstance,”“hazardousmaterial,”“hazardouswaste,”

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“extremely hazardous waste,” “acutely hazardous waste,” “restricted hazardous waste,” “radioactive waste,” “infectious waste,” “biohazardous waste,” “toxic substance,” “pollutant,” “toxic pollutant,” or “contaminant”; (b) petroleum, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) and ashproducedbyaresourcerecoveryfacilityutilizingamunicipalsolidwastestream,anddrilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources; (c) any flammable substances or explosives; (d) any radioactive materials; (e) asbestos in any form; (f) urea formaldehyde foam insulation;(g)transformersorotherequipmentwhichcontaindielectricfluidcontaininglevelsof polychlorinated biphenyls in excess of fifty (50) parts per million; (h) radon; (i) per- and polyfluoroalkyl substances; and (j) any other hazardous or toxic chemicals, exposure to which is limited or regulated for health and safety reasons by any applicable Governmental Authority.

“Hedge Counterparty” means (a) MUFG Bank, Ltd., (b) any other entity that, at the time such entity enters into the applicable Hedging Agreements designed to protect against fluctuations in interest rates in respect of the Term Loans, is a CL Lender or TL Lender (or any affiliate of a CL Lender or TL Lender) or (c) any successor or assign of the foregoing.

“HedgingAgreement”meansanyagreementwithrespecttoanyswap,cap,collar, forward, future or derivative transaction or option or similar agreement involving, or settled by referenceto, oneormore rates, currencies, commodities, equity ordebt instruments orsecurities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, including any confirmation thereof and any master agreement that governs the terms thereof.

“HedgingClosingDateResizing”hasthemeaningassignedtosuchtermin Section1.1(a).

“HoldbackAmount”hasthemeaningassignedtosuchtermintheAccount ControlAgreement.

“IDS”meansinterimdeliverabilitystatusoftheProject.

“IDS Determination Date” and “IDS Determination Dates” have the meanings assigned to such terms in Section 8.6(a).

“IDS PercentageReports”has themeaning assigned to such term inSection8.6.

“IDSPercentageSensitivityModel”hasthemeaningassignedtosuchtermin Section8.6.

“IEReport”meansIndependentEngineer’sReportFinalpreparedfortheProject Company,datedasofJanuary20,2026,preparedbytheIndependentEngineer.

“Impact Reporting Letter” means a letter, as required under Section15.2(e), provided by the Borrower for the purpose of reporting on the expected impact to be achieved by the use of proceeds in accordance with the ‘Reporting’ component of the Green Loan Principles, substantially in the form of Exhibit O.

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“Imperfect Foresight Sensitivity” means a sensitivity analysis that incorporates an “Imperfect Foresight” case provided by the Market and Transmission Consultant with respect to cash flows derived from TB4 merchant arbitrage activities; provided, further, for purposes of this sensitivity analysis, all other contracted non-TB4 cash flows shall be discounted by twenty percent(20%)(tooffsetthe1.20:1.00debtservicecoverageratiocushionutilizedfordebtsizing) and no credit shall be given to any cash flows from Ancillary Services.

“Indebtedness” of any Person at any date means, without duplication, (a) all obligations of such Person for borrowed money (including obligations for the payment of a tracking account balance or similar extension of credit not related to hedging or mitigating economic, financial or pricing risk), (b) all obligations of such Person evidenced by bonds, debentures,notesorothersimilarinstruments,(c)allobligationsofsuchPersontopaythedeferred purchasepriceofpropertyorservices,excepttradeaccountspayablearisingintheordinarycourse of business and either (i) not past due or (ii) being contested in good faith by appropriate proceedings,(d)allobligationsofsuchPersonunderleaseswhichareorshouldbe,inaccordance withGAAP,recordedascapitalleasesinrespectofwhichsuchPersonisliable,(e)allobligations of such Person to purchase securities (or other property) which arise out of or in connection with thesaleof thesame orsubstantially similarsecurities (orproperty), (f) all deferred obligations of such Person to reimburse any bank or other Person in respect ofamounts paid or advanced under aletterofcredit orother instrument, (g)all indebtedness ofothers secured by aLien on any asset of such Person, whether or not such indebtedness is assumed by such Person, and (h) all indebtednessofothersguaranteeddirectlyorindirectlybysuchPersonorastowhichsuchPerson has an obligation substantially the economic equivalent of a guaranty.

“Indemnified Taxes” has the meaning assigned to such term in Section 5.3(d)(i).

“Indemnitees” has the meaning assigned to such term in Section 8.16(a).

“IndependentConsultants”means,collectively,theInsuranceConsultant,the EnvironmentalConsultant,theMarketandTransmissionConsultantandtheIndependentEngineer or their successors appointed pursuant to Section 14.1.

“Independent Engineer” means Luminate, LLC or its successors appointed pursuant to Section 14.1.

“InitialEquityContribution”hasthemeaningassignedtosuchtermin Section6.2(l).

“InitialEquityContributionRequirementAmount” meansanamountequalto atleast10%ofthetotal ProjectCostssetforthin theBaseCaseForecastasoftheInitial Funding Date.

“Initial Funding Date” means the date when each of the conditions set forth in Section6.2 has been satisfied (or, if not satisfied, as waived in accordance with the terms of this Agreement).

“InitialFundingDateReimbursement”hasthemeaningassignedtosuchtermin Section1.4.

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“InitialFundingLongstopDate”hasthemeaningassignedtosuchtermin Section1.2(d).

“InitialTax Bridge LoanSublimit” hasthe meaning assignedtosuch termin Section1.2(b).

“InsuranceConsultant”meansStanceRenewableRiskPartners,Inc.orits successorsappointedpursuanttoSection14.1.

“Insurance Consultant’s Report” means that certain Insurance Report prepared by the Insurance Consultant for the Project Company and the Administrative Agent, dated as of March 18, 2026.

“Interconnection Agreement” means that certain Large Generator Interconnection Agreement, dated as of December21, 2018, among the Project Company, SE AthosI,LLC,aDelawarelimitedliabilitycompany,SEAthosII,LLC,aDelawarelimitedliability company, CAISO and the Transmission Service Provider, as amended by that certain First AmendmenttotheLargeGeneratorInterconnectionAgreement,datedasofApril2,2021,andas further amended by that certain Second Amendment to the Large Generator Interconnection Agreement, dated as of October 27, 2025.

“InterestPaymentDate”meanseachQuarterlyDateandeachotherdateonwhich interest is required to be paid pursuant to this Agreement, including pursuant to Section1.1(c),Section 2.1(b)and Section 3.3(d).

“InterestRateAgreement”hasthemeaningassignedtosuchtermin Section5.9(a).

“InterestRateAgreementSettlementPayments”meansallregularlyscheduled payments due and payable under any Interest Rate Agreement or any of the transactions (howsoeverdefined)thereundercalculatedinaccordancewiththetermsthereof(fortheavoidance of doubt, excluding any Interest Rate Agreement Termination Payments).

“Interest Rate Agreement Termination Payments” means all amounts due and payable in connection with an early termination or unwinding (in full or in part) of any Interest RateAgreementoranyofthetransactions(howsoeverdefined)thereunderinaccordancewiththe terms of such Interest Rate Agreement, taking into account, for the avoidance of doubt, any applicable payment netting terms.

“Interest Shortfall Reserve Account (Term Loan)” has the meaning set forth in the Account Control Agreement.

“Interest Shortfall Reserve Amount (Term Loan)” means, as of any date of determination, the Debt Service shortfall amount set forth in Cell G57 of Scenarios Tab in the then-current Base Case Forecast after excluding all merchant revenues prior to the Commercial Operation Date (or as such similar term is defined) of the first Offtake Agreement, while maintaining the scheduled debt service profile.

“Interest Shortfall Reserve Account (BL Bridge Loan)” has the meaning set forth in the Account Control Agreement.

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“Interest Shortfall Reserve Amount (BL Bridge Loan)” means, as of any date ofdetermination,theDebtServiceshortfallamountwithrespecttotheBLBridgeLoanssetforth in the then-current Base Case Forecast after excluding all merchant revenues prior to the Commercial Operation Date (or as such similar term is defined) of the first Offtake Agreement, while maintaining the scheduled debt service profile.

“InverterSupplier”meansPowerElectronicsUSAInc.

“Inverter Supply Agreement” means that certain Purchase Order No. 20955, dated as of February14, 2025, and entered into between SE US Development, LLC, a Delaware limited liability company and the Inverter Supplier, as assigned to the Project Company pursuant to that certain Assignment and Assumption Agreement, dated August14, 2025, and as amended bythatcertainChangeOrder1onMay13,2025andfurtheramendedbythatcertainChangeOrder 2 on August 15, 2025.

“InvestmentGrade”means,inrespectofanyPerson,thatsuchpersonhasacredit rating of at least BBB by S&P or Fitch or Baa2 by Moody’s.

“IP Athos TPA 1” means that Transformer Purchase Agreement, dated as of February 11, 2019, by and between Transformer Supplier and IP Athos, LLC

“IP Athos TPA 2” means that Transformer Purchase Agreement, dated as of February 11, 2019, by and between Transformer Supplier and IP Athos, LLC.

“IP Athos II TPA 1” means that Transformer Purchase Agreement, dated as of February 11, 2019, by and between Transformer Supplier and IP Athos II, LLC

“IP Athos II TPA 2” means that Transformer Purchase Agreement, dated as of February 11, 2019, by and between Transformer Supplier and IP Athos II, LLC.

“IPBacklog”meansIPBacklogLandHoldings,LLC,aDelawarelimitedliability company.

“IRS”meanstheUnitedStatesInternalRevenueService,oranysuccessoragency.

“IRSECNotices”meanstheIRSNotice2023-29,assubsequentlysupplemented by Notices 2023-45, 2023-47, 2024-30 and 2024-48, including any futureguidance, supplements or amendments by the IRS thereto.

“ISP” means the International Standby Practices, International Chamber of CommercePublicationNo.590(orsuchlaterversionthereofasmaybeineffectattheapplicable time).

“ITC”meansthecleanelectricityinvestmentcreditavailableunderSection 48Eof theCode.

“ITCCollateralRequirement”meansan amountequalto$62,495,804.00.

“ITCDeficiency”means,as ofanydateofdetermination,theamount thatis, oris projected to become, drawable under the ITC Letter of Credit pursuant to the then-current Base Case Forecast.

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“ITCLCReimbursement”hasthemeaningassignedtosuchterminSection8.37(b)(iii).

“ITCLetterofCredit” means one ormoreAcceptableSponsorLettersofCredit, each substantially in the form attached hereto asExhibit H-4 (or in such other form as shall besatisfactory to the Administrative Agent, acting at the direction of the Majority Lenders).

“Key Material Project Documents” means, collectively, (a) the Offtake Agreements, (b) the EPC Contract, (c) the BESS Supply Agreement, (d) the BESS Supply Agreement Guaranty, (e) once entered into, the Tax Documents, (f) the Interconnection Agreement, (g) the Co-Tenancy Agreement, (h) the Shared Facilities Agreement, (i) the Offtake Guarantees, (j) the Letter Agreements, (k) the DEBA Grant and (l) any Additional Project Documents entered into by any Borrower Entity with respect to the Project and designated as a Key Material Project Document by the Administrative Agent and the Borrower; provided, however, that anyMaterial Project Document shallceaseto be a KeyMaterialProject Document whenallmaterialobligationsthereunderhavebeenperformedand/orpaidinfullorsuchagreement is otherwiseterminatedinaccordancewithitstermsandas permittedbythis Agreement,without causing a Default or Event of Default.

“Key Project Participant” means (a) the Offtakers, (b) the EPC Contractor, (c) theOperator,(d)theTransmissionServiceProvider,(e)theSponsor,(f)AthosI, (g)Athos II, (h) the Construction Manager, (i) the Inverter Supplier, (j) the Energy Manager, (k) the BESS Supplier,(l)theBESSSupplierGuarantor,(m)TransformerSupplier,(n)theOfftakeGuarantors, (o)oncetheapplicablePrefEquityDocumentshavebeenenteredinto,thePrefEquityInvestor, (p) onceaTCPurchaseDocumenthavebeenenteredinto,theapplicableTCPurchaserthereunder, (q) CEC, (r) each counterparty to an Additional Project Document and (s) any other Person providing a guaranty or other credit support in respect of the obligations of any of the foregoing Persons under the applicable Material Project Documents (each such Person under this clause (s) withrespecttotheTaxDocuments,a“TaxGuarantor”);provided,however,thatanyPersonshall cease to be a Key Project Participant when all material obligations of such Person under all Material Project Documents to which it is a party have been performed and/or paid in full.

“LC Availability Period” means (a)with respect to theOfftakeLetters of Credit, the Offtake LC Availability Period, (b) with respect to the NRG Letters of Credit, the NRG LC Availability Period and (c) with respect to the DSR Letters of Credit, the DSR LC Availability Period.

“LC Availability Termination Date” means, with respect to any Offtake LC Commitments,NRGLCCommitmentsorDSRLCCommitments,asapplicable,theearlierof(a) theLCLoanMaturityDatethereforand(b)thedateofterminationoftheLCCommitmentsunder Section 3.3(b).

“LCCommitmentFees”hasthemeaningassignedtosuchterminSection5.2(b)(iii).

“LCCommitments”means,collectively,theMaximumDSRLCCommitment, the Maximum Offtake LC Commitments and the Maximum NRG LC Commitments and individually, in respect of each Lender, each Lender’s DSR LC Commitment, Offtake LC Commitment and NRG LC Commitment.

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“LCFacility”hasthemeaningassignedtosuchterminthepreambletothis Agreement.

“LCFacilityFees”meanstheLCCommitmentFeesandtheLetterofCreditFees.

“LCIssuer”and“LCIssuers”havethemeaningassignedtosuchtermsinthe preambletothisAgreement.

“LCLoan”hasthemeaningassignedtosuchterm inSection3.2(b)(ii).

“LC Loans (Construction Period)” means any LC Loans outstanding during the Construction Period.

“LC Loans (Term)” means any LC Loans outstanding upon and following the occurrence of the Term Conversion Date.

“LCLoanMaturityDate”meanstheearliestof(a)(i)totheextentsuchLCLoan wasmadepriortotheTermConversionDate,theConstructionLoanMaturityDateand(ii)tothe extent such LC Loan was made on or after the Term Conversion Date, the Term Loan Maturity Date; and (b) the date upon which the entire outstanding principal balance of the Loans, together withallunpaidinterest,fees,chargesandcosts,becomedueandpayableunderSection11.2ofthe Agreement.

“LCLoanNotes”hasthemeaningassignedtosuchterminSection3.3(e).

“LCObligations”means,atanytime,withrespecttoanyLCCommitment(s),the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit to which such Commitment(s) relates at such time, determined without regard to whether any conditions to drawingcouldbemetatthattime,plus(b)theaggregateamountofallUnreimbursedObligations andLCLoansrelatingtosuchLettersofCredit.ForallpurposesofthisAgreement,ifonanydate of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunderbyreasonoftheoperationofArticle29(a)oftheUCPorRule3.13orRule3.14ofthe ISPorsimilartermsinthegoverningrulesorlaws oroftheLetterofCredititself,orifcompliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding”and“undrawn”intheamountsoremainingavailabletobepaid,andtheobligations oftheBorrowerandeachapplicableLendershallremaininfullforceandeffectuntiltheapplicable LC Issuers and the applicableLenders shall have no further obligations to makeany payments or disbursements under any circumstances with respect to any applicable Letter of Credit.

“Lead Arrangers” means, collectively, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, Truist Securities, Inc., Société Générale and ING Capital LLC.

“LegalRequirements”means,collectively,astoanyPerson,anylaw,treaty,rule or regulation, including any Governmental Rule, any requirement under a Permit, and any determination of any Governmental Authority (including, for the avoidance of doubt, any judgment), in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its property is subject.

“Lender Representation Bringdown Date” has the meaning assigned to such term in Section 5.13.

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“Lender’s Title Policy” has the meaning assigned to such term in Section 6.1(y).

“Lenders”meansthebanksorotherfinancialinstitutionslistedassuchonExhibitItotheAgreement,includingtheLCIssuers,orasotherwisefromtimetotimepartytothe Agreement and their successors and assigns.

“LendingOffice”means,foreachLenderandforeachTypeofConstructionLoan, LC Loan, Bridge Loan, BL Bridge Loan or Term Loan, as applicable, the “Lending Office” of such Lender (or of an affiliate of such Lender) designated for such Type of Loan in Exhibit Ito the Agreement or such other office of such Lender (or of an affiliate of such Lender) as such LendermayfromtimetotimespecifytotheAdministrativeAgentandtheBorrowerastheoffice by which its Construction Loans, Bridge Loans, LC Loan, BL Bridge Loan or Term Loans, as applicable, of such Type are to be made and maintained.

“LetterAgreements”means,individuallyorcollectively,asthecontextmay require, the CEG Letter Agreement and NRG Letter Agreement.

“Letter of Credit Fees” has the meaning assigned to such term in Section 5.2(d).

“LettersofCredit”means,collectively,theDSRLetterofCredit,theNRGLetters ofCredit,theOfftakeLettersofCredit,andanyotherletterof creditissuedunderSection3.2.

“Lien” on any asset means any mortgage, deed of trust, lien, pledge, charge, security interest, preference or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under applicable law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Liquidated Damages” has the meaning assigned to such term in Section 8.24.

“LiquidatedDamagesAccount”hasthemeaningassignedtosuchterminthe AccountControlAgreement.

“Liquidation Costs” has the meaning assigned to such term in Section 5.6.

“Loan”means,individuallyorcollectively,dependingonthecontext,anyofthe ConstructionLoans,BridgeLoans,LC Loans,TermLoansandBLBridge Loans.

“Loss Proceeds” means, collectively, net available insurance proceeds, awards, damagesandotherpaymentsorrelief(exclusive,ineachcase,oftheproceedsofliabilityinsurance andbusinessinterruptioninsuranceandotherpaymentsforinterruptionofoperations)withrespect toanyEventofLoss,ineachcasenetof(a)reasonablefeesandexpensesincurredbytheBorrower EntitiesinconnectionwiththecollectionofsuchLossProceeds, and(b) anyamountsrequiredto bepaidundertheMaterialProjectDocumentswithsuchproceeds,ineachcaseinconnectionwith such Event of Loss.

“Loss Proceeds Account” has the meaning assigned to such term in the Account Control Agreement.

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“LossProceedsEscrowAgreement”meansthatcertainEscrowAgreement,dated asoftheClosingDatebyandamongtheBorrower,CollateralAgent,IPBacklog,Forethoughtand the Escrow Agent.

“Major Maintenance Reserve Account” means an account of the Project Company entitled “Major Maintenance Reserve Account”.

“Major Maintenance Reserve Amount” has the meaning assigned to such term in Section 8.2(c).

“Majority CL/LC Lenders”means, at any time, holders (but disregarding for all purposesofsuchcalculationholdersthatareDefaultingLenders)ofmorethanfiftypercent(50%) of the sum of (a) the aggregate unpaid principal amount of the Construction Loans then outstanding, (b) the aggregate unpaid principal amount of any LC Loans or Unreimbursed Obligations then outstanding, (c) the aggregate unused amount of the Total Construction Loan CommitmentsandMaximumLCCommitmentthenineffectand(d)theaggregateundrawnstated amount of all Letters of Credit issued and then outstanding.

“MajorityLenders”means,atanytime,holders(butdisregardingforallpurposes of such calculation holders that are Defaulting Lenders) of more than fifty percent (50%) of the sum of (a) the aggregate unpaid principal amount of the Construction Loans, Bridge Loans, BL Bridge Loans or Term Loans then outstanding, (b) the aggregate unpaid principal amount of any LCLoansorUnreimbursedObligationsthenoutstanding,(c)theaggregateunusedamountofthe Commitmentsthenineffect(otherthan,priortotheTermConversionDate,theTotalTermLoan Commitments and Total BL Bridge Loan Commitments) and (d) the aggregate undrawn stated amount of all Letters of Credit issued and then outstanding; providedthat prior to the BL Bridge LoanMaturityDate,anygroupofLendersconstitutingthe“MajorityLenders”shallalsoinclude, at a minimum, holders of: (i) at least fifty percent (50%) of the Loans and Commitments outstanding under (A) prior to Term Conversion, the Construction Loan Facility, and (B) after Term Conversion, the Term Loan Facility, and (ii) at least fifty percent (50%) of the Loans and Commitments outstanding under: (A) prior to Term Conversion Date, the Bridge Loan Facility and(B)fromandaftertheTermConversionDate,theBLBridgeLoanFacility;providedfurther, if there is more than one Lender, such holders must include at least two Lenders that are not Affiliates of one another, of the Borrower or of the Sponsor.

“Management Services Agreement” means that certain Management Services Agreement to be entered into, by and between the Tax Holdco and the Construction Manager substantially in the form of Exhibit P.

“Managing Member” means Athos Storage Member B, LLC, initially, or any successors appointed as the “Manager”, “Managing Member” or similar term as defined in the Pref Equity LLCA.

“MarketandTransmissionConsultant”meansAuroraEnergyResearchLLCor its successors appointed pursuant to Section 14.1.

“MaterialAdverseEffect”meansanyevent,conditionoroccurrenceofwhatever naturethatcouldreasonablybeexpectedtoresultinamaterial adversechangein(a)thestatusof thebusiness,resultsofoperationsorbusiness,orfinancialconditionoftheSponsor(solelyduring

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theperiodanySponsorGuarantyisineffect)oranyBorrowerEntitythataffectstheabilityofthe Sponsor (solely during the period any Sponsor Guaranty is in effect) or any Borrower Entity in anymaterialrespecttomeetitsmaterialobligationsundertheFinancingDocumentstowhichitis a party in a timely manner during the term of this Agreement, taking into consideration the scheduled repayment of the Construction Loans, the Bridge Loans, the Term Loans, BL Bridge Loans and payment of other Obligations under the Financing Documents; (b) with respect to the FinancingDocuments,thelegality,validity,bindingeffectorenforceabilityagainstanyBorrower Entity or the Sponsor of any Financing Document to which it is a party or the validity or priority of the Collateral Agent’s security interests in, and Liens on, the Collateral and the continued effectiveness and enforceability of the Collateral Documents; or (c) the ability of any Secured Party to enforce any of its or their material rights and remedies under any Financing Document.

“MaterialCompliancewiththeScheduleandBudget”meansifasofthedateof certificationorrepresentation,theBorrowerisinmaterialcompliancewiththebudgetsetforthin the Schedule and Budget and that Completion is reasonably expected to occur on or before the scheduled date for Completion in the then-applicable Schedule and Budget.

“MaterialProjectDocuments”means,collectively,(a)theOfftakeAgreements, (b)theEPCContract,(c)theBESSSupplyAgreement,(d)theBESSSupplyAgreementGuaranty, (e) the BESS Services Agreement, (f) the Inverter Supply Agreement, (g) the Transformer Purchase Agreements, (h) the Operations and Maintenance Agreement, (i) the Interconnection Agreement,(j)theCo-TenancyAgreement,(k)onceenteredinto,theTaxDocuments,(l)theSite Agreements,(m)theAffiliateLease,(n)theConstructionManagementAgreement,(o)theShared Facilities Agreement, (p) the Energy Management Agreement, (q) once entered into, the Management Services Agreement, (r) the Development Services Agreement, (s) the Offtake Guarantees, (t) the Letter Agreements, (u) the DEBA Grant and (v) any Additional Project Documents entered into by any Borrower Entity with respect to the Project; provided, however, that any Material Project Document shall cease to be a Material Project Document when all material obligations thereunder have been performed and/or paid in full or such agreement is otherwise terminated in accordance with its terms and as permitted by this Agreement, without causing a Default or Event of Default.

“Maturity Date” means the Construction Loan Maturity Date, Bridge Loan Maturity Date, LC Loan Maturity Date, BL Bridge Loan Maturity Date or Term Loan Maturity Date, as applicable.

“Maximum DSR LC Commitment” has the meaning assigned to such term in Section 3.1(a)(iii)as may be reduced from time to time in accordance with Section 3.3(b).

“Maximum LC Commitment” means (a) prior to Term Conversion, the Maximum Offtake LC Commitment and the Maximum NRG LC Commitment and (b) from and after Term Conversion, the Maximum Offtake LC Commitment, the Maximum NRG LC Commitment and the Maximum DSR LC Commitment.

“Maximum NRG LC Commitment” has the meaning assigned to such term in Section 3.1(a)(i)as may be reduced from time to time in accordance with Section 3.3(b).

“MaximumOfftakeLCCommitment”hasthemeaningassignedtosuchtermin Section 3.1(a)(i)as may be reduced from time to time in accordance with Section 3.3(b).

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“Max Construction Loan Commitment” has the meaning assigned to such term in Section 1.2(a).

“MaxTax Bridge LoanCommitment”has themeaning assigned to such term in Section1.2(b).

“MBRAuthority”meansanorderfromFERCpursuanttoSection205oftheFPA authorizing the sale at wholesale of electric energy, capacity and specified ancillary services at market-based rates, accepting a tariff providing for such sales, and granting such waivers and blanket authorizations as are customarily granted by FERC to a similarly situated company that sells wholesale electric energy, capacity and ancillary services at market-based rates, including blanketauthorizationtoissuesecuritiesandassumeliabilitiespursuanttoSection204oftheFPA.

“MechanicalCompletionDate”meansthedateonwhicheachof(i)HighVoltage Mechanical Completion (as defined in the EPC Contract), (ii) BESS Circuit Mechanical Completionwithrespecttonofewerthantwo(2)BESSCircuits(asdefinedintheEPCContract), and (iii) Circuit Mechanical Completion (as defined in the EPC Contract) of the third Circuit (as defined in the EPC Contract), in each case with regard to the Project have occurred.

“Minimum Augmentation Reserve Requirement” means, as of any Scheduled Payment Date, the minimum augmentation reserveamount set forth for such Scheduled Payment Date set forth in the Base Case Forecast.

“Minimum Debt Service Coverage Ratios” means, at all times, Projected Debt Service Coverage Ratios over a hypothetical twenty (20) year amortization period from the projectedTermConversionDate(the“AmortizationPeriod”)demonstrating,withrespecttocash flows attributable to the Project (after giving effect to any distributionsthereof to the Pref Equity Investor, if applicable), (1) of not less than 1.20:1.00, based on contracted cash flows under the Offtake Agreements and (2) of not less than 2.00:1.00, based on merchant cash flows; and otherwise reasonably acceptable to the Administrative Agent and the Lenders and based on the cash flow assumptions set forth in the Base Case Forecast; provided, that (i) for purposes of this definition,cashflowsundertheCalChoiceOfftakeAgreement,OCPAOfftakeAgreementandthe Calpine Offtake Agreement are deemed to be merchant cash flows, (ii) the net present value at TermConversionofcontractedcashflowbeforedebtservice(calculatedatweightedaveragecost of debt) shall be 1.00x of the aggregate Loans and Commitments, (iii) debt sizing relying on merchantcashflowsshallnotbegreaterthan25%oftheaggregateLoansandCommitments,and (iv)therepaymentmodelshallsatisfytheImperfectForesightSensitivityanalysiswithaProjected Debt Service Coverage Ratio of not less than 1.00:1.00 at all times.

“Minimum Debt Service Reserve Requirement” means, as of any Scheduled PaymentDate,anamount nolessthantheaggregateamountofscheduledDebtServiceprojected to be payable under the Financing Documents for the six-month period occurring after such Scheduled Payment Date.

“MonthlyTaxStructuringReport”hasthemeaningassignedtosuchtermin Section8.5(f).

“Moody’s”meansMoody’sInvestorsService,Inc.andanysuccessorthereto.

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“Multiemployer Plan” means any ERISA Plan that is a multiemployer plan (as defined in Section4001(a)(3)ofERISA)to which theClass B Member, theConstruction Holdco (priortotheTransferDate),theTaxHoldco,theProjectCompanyoranymemberoftheControlled Group is making, or has an obligation to make, contributions, or has made, or has been obligated to make, contributions since the date which is six (6) years immediately preceding the Closing Date.

“NBIL”meansthatcertaindocumenttitled“Non-BindingIndicationLetterforTax Liability Insurance”, dated as of March 11, 2026, issued by Ethos Specialty.

“NERC”meansNorthAmericanElectricReliabilityCorporationandanyregional entity exercising delegated authority therefrom, or any successor to either of them.

“Non-Company Parties” has the meaning assigned to such term in Article12.

“Non-DefaultingLender”means,atanytime,eachLenderthatisnotaDefaulting Lenderatsuchtime.

“Non-Recourse Parties” has the meaning assigned to such term in Article12.

“Notes”means,collectively,theConstructionLoanNotes,theBridgeLoanNotes, theBLBridgeLoanNotestheLCLoanNotesandtheTermLoanNotes.

“Noticeof Borrowing”meansas applicable, aNoticeofBridgeLoan Borrowing, NoticeofBLBridgeLoanBorrowing,NoticeofConstructionLoanBorrowing,orNoticeofTerm Loan Borrowing.

“Notice of BL Bridge Loan Borrowing” has the meaning assigned to such term in Section 2.2(a)(ii).

“Notice of Bridge Loan Borrowing” has the meaning assigned to such term in Section 1.1(b)(ii).

“NoticeofConstructionLoanBorrowing”hasthemeaningassignedtosuchterm in Section 1.1(a)(ii).

“NoticeofLCActivity”meansawrittenrequestbytheBorrowertotheapplicable LCIssuerrequestingtheissuanceoramendmentofaLetterofCredit,substantiallyintheformof Exhibit D-6to the Agreement.

“Notice of Term Loan Borrowing” has the meaning assigned to such term in Section 2.1(a)(ii).

“NRG” means NRG Business Marketing LLC, (f/k/a Direct Energy Business Marketing, LLC).

“NRGLCAvailabilityPeriod”means,withrespecttotheNRGLCCommitment andanyNRGLettersofCredit,theperiodcommencingontheInitialFundingDateandendingon the LC Availability Termination Date

“NRG LC Commitment” means the commitment of each of the Lenders to issue oneormoreNRGLettersofCreditortofundLCLoansinrespectthereofonthetermsofthis

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Agreement,uptobutnotexceeding,foreachLender,theaggregateamountofsuchLender’s Proportionate Share of the Maximum NRG LC Commitment.

“NRGLCIssuer”meanseachLCIssuerwithaCommitmentinrespectofanNRG Letter of Credit as set forth in Exhibit J.

“NRG Letter Agreement” means the letter dated June6, 2025, between the Project Company and NRG.

“NRG Letter of Credit” means has the meaning assigned to such term inSection 3.1(a)(iii).

“O&MExpenses”means,foranyperiod,thesum,computedwithoutduplication, of the following (in each case incurred by or on behalf of the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company and not reimbursed by any other Person, and whetherornotbudgeted):(a)expensesofmanaging,administeringandoperatingtheProjectand of maintaining it in good repair and operating condition payable during such period, including payments under the Project Documents plus(b) direct operating and maintenance costs of the Projectpayableduringsuchperiodplus(c)insurancecostspayableduringsuchperiodplus(d)applicable sales taxes, excise taxes and Other Taxes (if any) payable by the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company, as applicable, during such periodplus(e)franchise taxespayablebytheClassBMember,theConstructionHoldco,theTax HoldcoortheProjectCompany,asapplicable,duringsuchperiodplus(f)Federal,stateandlocal income taxes, if any, payable by the Class B Member, the Construction Holdco, the Tax Holdco or the Project Company, as applicable, during such period plus(g) property taxes payable by the ClassBMember,theConstructionHoldco,theTaxHoldcoortheProjectCompany,asapplicable, during such period plus(h) costs and fees attendant to the obtaining, maintaining in effect, transferring,amending,orotherwiseincurredinconnectionwiththerequirementsof,anyapproval required from a Governmental Authority (including the Applicable Permits) payable during such periodplus(i)anyLetterofCreditFeesplus(j)reasonablelegal,accountingandotherprofessional feesattendanttoanyoftheforegoingitemspayableduringsuchperiodplus(k)reasonablegeneral and administrative expenses for such period, including payments to the Borrower Entities’ Affiliates that are the counterparties to the Project Documents.

“Obligations” means, collectively, (a) all Indebtedness, loans, advances, debts, liabilities (including any indemnification or other obligations that survive the termination of this Agreement and other Financing Documents), letter of credit reimbursement obligations and all other obligations, howsoever arising (including Swap Obligations), whether arising or incurred beforeorafteranyBankruptcyEventof,orowedby,(i)priortotheTermConversionDate,Project CompanyorTaxHoldco,(ii)priortotheTermConversionDate,ConstructionHoldco, (iii)Sponsor,(iv)Parentor(v)theClassBMembertotheAdministrativeAgent,CollateralAgent, the Lenders or any other Secured Party of every kind and description (whether or not evidenced byanynoteorinstrumentandwhetherornotforthepaymentofmoney),directorindirect,absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of this Agreement, the Interest Rate Agreements, the Collateral Documents or any of the other Financing Documents or any other agreement, document or instrument evidencing, securing or relating to such indebtedness, liabilities and obligations, including all principal, interest, fees (includingcommitmentfees),charges,expenses,LiquidationCosts,indemnities,Unreimbursed

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Obligations, attorneys’ fees and accountants fees chargeable to the Class B Member, the ConstructionHoldco,TaxHoldcoortheProjectCompanyorpayablebytheClassBMember,the Construction Holdco, the Tax Holdco or the Project Company or Sponsor (including any of the foregoing to the extent owing to the Administrative Agent as a result of the Erroneous Payment SubrogationRights),(b)anyandallsumsadvancedbyAdministrativeAgentorCollateralAgent in order to preserve the Collateral or preserve its security interest in the Collateral, (c) and to the extentnotduplicativeofanyoftheforegoing,anyErroneousPaymentSubrogationRightsand(d) in the event of any proceeding for the collection or enforcement of the obligations described in clauses(a)through(c)above,afteranEventofDefaultshallhaveoccurredandbecontinuing,the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizingontheCollateral,orofanyexercisebyAdministrativeAgentorCollateralAgentoftheir rightsundertheCollateralDocuments,togetherwithanynecessaryattorneys’feesandcourtcosts; provided, however, that Obligations shall not include any Excluded Swap Obligations.

“OCPAOfftakeAgreement”meansthatcertainResourceAdequacyAgreement, dated as of October 28, 2025, by and between the Project Company and the OCPA Offtaker.

“OCPAOfftaker”meansOrangeCountyPowerAuthority,aCaliforniajoint powers authority.

“OFAC”meanstheOfficeofForeignAssetsControloftheUnitedStates Department of the Treasury.

“OfficialRecords”meanstheOfficialPublicRecordsofRiversideCounty, California.

“OfftakeAgreements”meanseachof(i)theCalpineOfftakeAgreement,(ii)the DCEOfftakeAgreement,(iii)theSDCPOfftakeAgreement,(iv)theOCPAOfftakeAgreement, (v)theBPOfftakeAgreement,and(vi)theCalChoiceOfftakeAgreementand“Offtake Agreement” means each one of the foregoing.

“OfftakeGuarantees”meanseachof(i)theBPOfftakeGuaranty,(ii)theCalpine OfftakeGuaranty,and(iii)anyotherguaranteeexecutedanddeliveredfromtimetotimepursuant to the terms of any Offtake Agreement.

“OfftakeGuarantor”meanseachof(i)theBPOfftakeGuarantor,(ii)theCalpine OfftakeGuarantor,and(iii)anyotherPerson(otherthantheProjectCompany)thatisorbecomes a party to an Offtake Guarantee from time to time.

“Offtake LC Availability Period” means, with respect to the Offtake LC Commitment and any Offtake Letters of Credit, the period commencing on the Initial Funding Date and ending on the LC Availability Termination Date.

“Offtake LC Commitment” means the commitment of each of the Lenders to issueoneormoreOfftakeLettersofCreditortofundLCLoansinrespectthereofonthetermsof thisAgreement,uptobutnotexceeding,foreachLender,theaggregateamountofsuchLender’s Proportionate Share of the Maximum Offtake LC Commitment.

“Offtake LC Issuer” means each LC Issuer with a Commitment in respect of an Offtake Letter of Credit as set forth in Exhibit J.

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“Offtake Letter of Credit” and “Offtake Letters of Credit” have the meanings assigned to such terms in Section 3.1(a)(i).

“Offtakers” means each of the Calpine Offtaker, the DCE Offtaker, the SDCP Offtaker, the OCPA Offtaker, the BP Offtaker and the CalChoice Offtaker.

“Operating Cash Flow Available for Debt Service” means, for any period, the sum of (a) Project Revenues that are distributed to the Class B Member during such period in accordancewiththe Pref EquityLLCA,and (b)investmentincomeon the Permitted Investments on deposit in the Collateral Accounts lessfees and O&M Expenses due and payable by the Class B Member hereunder during such period (for the sake of clarification, this includes O&M Expenses solely payable by the Class B Member, if any, and not otherwise payable by the Tax Holdco or the Project Company in respect of the Project), in each case, payable pursuant to Section2(g)(ii)(1)(RevenueAccount)oftheAccountControlAgreement(otherthansuchamounts constituting Debt Service).

“Operations and Maintenance Agreement” means that certain Operation and MaintenanceAgreement,datedFebruary10,2026,andenteredintobetweentheOperatorandthe Project Company.

“Operative Documents” means, collectively, the Financing Documents and the Material Project Documents.

“Operator” means Northstar Energy Management, LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed asaresultofapresentorformerconnectionbetweensuchrecipientandthejurisdictionimposing suchTax(otherthanconnectionsarisingfrom suchrecipienthaving 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 Financing Document, or sold or assigned an interest in any Loan or Financing Document).

“Other Taxes” has the meaning assigned to such term in Section 5.3(d)(i).

“Owner’s Title Policy” has the meaning assigned to such term in Section 6.1(y).

“Parent”meansAthosStorageClassBMemberHoldco,LLC,aDelawarelimited liabilitycompany.

“ParentPledgeAgreement”meansthatcertainPledgeAgreement,datedasofthe Closing Date, by and between the Parent and the Collateral Agent.

“Participant” has the meaning assigned to such term in Section 13.13(a).

“ParticipantRegister”hasthemeaningassignedtosuchterminSection13.13(b).

“PatriotAct”meanstheUnitingandStrengtheningAmericabyProviding AppropriateToolsRequiredto InterceptandObstructTerrorismActof2001,Pub.L.10756.

“PaymentRecipient”hasthemeaningassignedtoitinSection13.20(a).

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“pdf”hasthemeaningassignedtosuchterminSection17.19.

“PerformanceTest”hasthemeaningassignedtosuchtermintheBESSSupply Agreement.

“Permit”means(a)anyaction,approval,consent,waiver,exemption,variance, determination,franchise, order,judgment,decree,permit,authorization,right,registration,filing, submission,tariff,rate,certification,planorlicenseof,withorfromaGovernmentalAuthorityor (b) any required notice to, any declaration of, or with, or any registration by any Governmental Authority.

“Permitted Affiliate Indebtedness” means unsecured Indebtedness of the BorrowerfromoneormoreAffiliates,whethercurrentlyoutstandingorhereaftercreated,ranking in payment and upon liquidation junior to the Obligations on terms of subordination reasonably acceptable to the Administrative Agent.

“Permitted Debt” means (a) the Loans and the other Obligations; (b) (x) trade or other similar Indebtedness incurred in the ordinary course of business in accordance with the applicable Annual Operating Budget; (c) up to one million five hundred thousand dollars ($1,500,000)ofIndebtednessincurredintheordinarycourseofbusiness(otherthanforborrowed money); (d) obligations of the Project Company (other than for borrowed money) under the Offtake Agreements or trade or other similar Indebtedness (other than for borrowed money) pursuanttoanyotherMaterialProjectDocument(excludingtheTaxDocuments,asapplicable)or Additional Project Documents; providedthat such obligations are not more than ninety (90)days past due; (e) Indebtedness of Tax Holdco under the Pref Equity Documents owed to (i) the Class BMemberandresultingfromdebtprovidedbytheClassBMemberpursuanttoandinaccordance with the Pref Equity LLCA and funded solely by contributions from the Sponsor or the Parent or fromamountspermittedtobedistributedbytheClassBMemberpursuanttotheAccountControl Agreement,including,withoutlimitation,MemberLoansandLCLoans(orsimilarterms,ineach case, as such terms are defined therein) and (ii) the Class A Member (or similar term, as defined in the Pref Equity LLCA) and comprising Member Loans or LC Loans made in accordance with thePrefEquityLLCA;(f)contingentliabilities,totheextentotherwiseconstitutingIndebtedness, permitted pursuant to Section9.1of this Agreement; (g) Permitted Affiliate Indebtedness; or (h) Indebtedness (other than for borrowed money) under any Hedging Agreement entered into by a Borrower Entity, to the extent otherwise constituting Indebtedness, permitted pursuant toSection9.18, (i) up to one million five hundred thousand dollars ($1,500,000) of Indebtedness in respectofperformancebonds,bidbonds,appealbonds,suretybonds,customsbonds,reclamation bonds,financialassurancesandperformanceandcompletionguaranteesandsimilarobligationsin eachcaseprovidedintheordinarycourseofbusiness,or(j)thoseexceptionsspecifiedinSchedule 7.1(f) to the Disclosure Letter; provided that Permitted Debt shall not include any debt held by a Specified Foreign Entity.

“Permitted Investments” means investments in and agreements reflecting such investmentsorexecutedtoeffectuatethesame,inDollarsandotherwisein:(a)directobligations ofand obligations fully guaranteed as to timely payment by thefull faith and credit of theUnited States of America or any agency or instrumentality thereof; (b) certificates of deposit, bankers acceptancesandother“moneymarketinstruments”issuedbyanyLenderorabankhavingcapital andsurplusinanaggregateamountofnotlessthanfivehundredmilliondollars($500,000,000)

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andhavingthefollowingratings:AorgreaterbyS&PorA2orgreaterbyMoody’s,and,ineach case,maturingorbeingdueorpayableinfullnotmorethanone(1)yearafteracquisitionthereof; (c) collateralized repurchase agreements entered into with any bank or trust company organized underthelawsoftheUnitedStatesofAmericaoranyStatethereofandhavingcapitalandsurplus in an aggregate amount of not less than one hundred million dollars ($100,000,000) relating to United States of America government obligations maturing or being due or payable in full not more than ninety (90)days after acquisition thereof; (d) investments in money market mutual funds registered under the Investment Company Act of 1940; and (e) an interest-bearing deposit account.

“Permitted Liens” means, collectively, (a) the Liens granted in favor of the SecuredPartiesundertheCollateralDocuments,(b)therightsandinterestsoftheSecuredParties as provided in the Financing Documents, as applicable, (c) Liens imposed by any Governmental Authority for any Taxes, either (x) not yet due and delinquent or (y) secured by a bond or other reasonably acceptable securityandbeingcontestedingoodfaith andby appropriateproceedings, solongas(i)suchproceedingscouldnotreasonablybeexpectedtoresultinthesale,forfeitureor loss of the Project or the Project Site, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of the Project or the Project Site,or(ii)suchbondorothersecurityreasonablyacceptablehasbeenpostedorprovidedinsuch manner and amount as to reasonably assure that any taxes, assessments or other charges determined to be due will be promptly paid in full when such contest is determined; (d) materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Liens arising in the ordinary course of business or, in connection with the construction of the Project, either for amountsnotyetdueorforamountsbeingcontestedingoodfaithandbyappropriateproceedings solongas(i)suchproceedingscouldnotreasonablybeexpectedtoresultinthesale,forfeitureor loss of any part of the Project or the Project Site, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of the Project or theProjectSite,or(ii)onlyinthecaseofsuchLiensthatsecureanobligationrelatedtotheProject where the value of such obligation exceeds five hundred thousand dollars ($500,000), a bond or other reasonably acceptable security has been posted or provided in such manner and amount as to reasonably assure that any amounts determined to be due will be promptly paid in full when suchcontestisdetermined;(e)Liensincurredintheordinarycourseofbusinessinconnectionwith worker’s compensation, unemployment insurance, social security and other Governmental Rules and that do not in the aggregate materially impair the use of the property or assets of the Project Company, the Class B Member, the Construction Holdco or the Tax Holdco or the value of the Project;(f)Liensarisingoutofjudgmentsorawardssolongasanappealorproceedingforreview isbeingprosecutedingoodfaithandforthepaymentofwhichadequatereserveshavebeenmade inaccordancewithGAAPorbondsorotherreasonablyacceptablesecurityhavebeenprovidedor arefullycoveredbyinsurance;(g)withrespecttotheProjectCompany,itemsdisclosedintheSite Owner Estoppels as of the Closing Date, and defects, easements, rights-of-way, restrictions specified on Schedule B of the Title Policy or excluded from the legal description of the real property on Schedule A of the Title Policy, and other similar encumbrances incurred in the ordinary course of business, and encumbrances consisting of zoning restrictions, building restrictions, licenses, restrictions on the use of property or minor imperfections in title specified onScheduleBoftheTitlePolicy,whichdonotmateriallyimpairthepropertyaffectedtherebyfor the purpose for which title was acquired or interfere with the operation of the Project as contemplatedbytheMaterialProjectDocuments;(h)withrespecttotheProjectCompany,

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mineral, geothermal, water and other similar rights the use and enjoyment of which do not materiallyinterferewiththeuseandenjoymentoftheProjectortheProjectSite;(i)Liens,deposits (including posting of collateral security (including, for the avoidance of doubt, in respect of decommissioningbonds))orpledgestosecuremandatorystatutoryobligationsorperformanceof bids,tenders,contracts(otherthan,ineachcase,fortherepaymentofborrowedmoney)orleases, or for purposes of like general nature in the ordinary course of the Borrower’s business; (j) those exceptionsspecifiedinSchedule7.1(g)(i)totheDisclosureLetter;(k)Liensonassets, otherthan any real property assets, oftheClass B Member, theConstruction Holdco, theTax Holdco orthe Project Company related to the Project, which assets have a fair market value of less than five hundredthousanddollars($500,000)intheaggregate;(l)involuntaryLiens(includingalienofan attachment, judgment or execution) securing a charge or obligation, on any of the Class B Member’s,theConstructionHoldco’s,theTaxHoldco’sortheProjectCompany’sproperty,either real or personal, related to the Project, whether now or hereafter owned in the aggregate sum of lessthantwomilliondollars($2,000,000);(m)Liensarisingbyvirtueofanystatutoryorcommon law provision relating to banker’s liens, rights of set-off or similar rights; (n) the rights, title and interests,asapplicable,ofKeyProjectParticipantsundertheMaterialProjectDocumentstowhich they are a party (it being understood that no Material Project Document shall be secured by any Lien on a material portion of a Borrower Entity’s Property); and (o) the rights and interests of IP Backlog and Forethought as provided in the Loss Proceeds Escrow Agreement.

“Person” means any natural person, corporation, limited liability company, partnership, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

“Plans and Specifications” means, collectively, the plans and specifications for the construction and design of the Project, including any document describing the scope of work performed by any contractor under any Construction Contract, and any feeder lines and interconnections, all work drawings, engineering and construction schedules, Project schedules, Projectmonitoringsystems,specificationsstatuslists,materialandprocurementledgers,drawings and drawing lists, manpower allocation documents, management and Project procedures documents, Project design criteria, and any other document referred to in the relevant Project Documentsoranyofthe documentsreferredto in thisdefinition,asthesamemaybeamendedto the extent permitted by the Agreement.

“Pledgor”meansParentorConstructionHoldco.

“Post-Term Conversion TC Purchase Proceeds” means any ITC transfer payment proceeds: (a) expected to be received after the Term Conversion Date by Tax Holdco from a TC Purchaser pursuant to a TC Purchase Agreement, (b) distributable to the Class B Member under and in accordance with the Pref Equity LLCA, and (c) constitutes Collateral.

“Power” means electric capacity as measured in MWs, energy as measured in MWh, and/or any other electric related products or services available for sale at wholesale or pursuant to an Offtake Agreement from the Project.

“Pre-CompletionRevenues”meansallProjectRevenuesearnedfromthedelivery or sale of energy prior to the Term Conversion Date.

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“PrefEquityCashDiversionGuaranty”meansaguarantymadebytheSponsor in favor of the Collateral Agent, to the extent requested in connection with the Pref Equity Effective Date and approved by the Administrative Agent (acting on behalf of the Supermajority Lenders, acting reasonably).

“PrefEquityConsentandAgreement”hasthemeaningsetforthinSection8.35(b).

“PrefEquityDocuments”hasthemeaningassignedtosuchtermin Section8.35(a).

“Pref Equity ECCA” has the meaning assigned to such term in Section 8.35(a).

“PrefEquityEffectiveDate”hasthemeaningassignedtosuchtermin Section8.35(a).

“Pref Equity Effective Date Base Case Forecast” has the meaning assigned to such term in Section 8.35(c).

“Pref Equity Final Funding Date” means, with respect to any Pref Equity Document,ifsuchPrefEquityDocumentprovidesformorethanonefundingdateorhasonlyone funding date, the final or sole funding date.

“PrefEquityInvestor”hasthemeaningassigned tosuchterminSection8.35(a).

“Pref Equity LLCA” has the meaning assigned to such term in Section 8.35(a).

“PrefEquityMechanicalCompletionFundingDate”meansthe“InitialCapital ContributionDate”orsuchotherequivalenttermunderandasdefinedinthePrefEquityECCA.

“Pref Equity MIPA” has the meaning assigned to such term in Section 8.35(a).

“Pref Equity Signing Deadline Date” means June 15, 2026.

“Prevailing Wage and Apprenticeship Certificate” means a certificate with respect to the satisfaction of the PWA Requirements for the Project for purposes of Section48E of the Code, substantially in the form of Exhibit W.

“PrimeRate”meansthe rateofinterestperannumpubliclyannouncedfromtime to timeby thePerson acting as theAdministrativeAgent as its primeratein effect at its principal office in New York City.The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer; providedthat if Prime Rate as so determinedshalleverbelessthantheFloor,thenPrimeRateshallbedeemedtobetheFloor.The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.The Administrative Agent or any Lender may make commercial loans orotherloansatratesofinterestat,aboveorbelowthePrimeRate.AnychangeinthePrimeRate shall take effect at the opening of business on the day specified in the public announcement of such change.

“Project” means, the 402 MWac/1,609 MWh AC battery energy storage system, ownedbytheProjectCompanyinRiverside,California,andallotherrights,includingeasements,

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leases and contract or use rights to transmission lines, related facilities, and assets necessary for the siting, construction, ownership, operation and maintenance thereof and the sale of Power therefrom, in each case up to the Delivery Point (as defined in each of the Offtake Agreements).

“ProjectCompany”meansAthosStorage,LLC,aDelawarelimitedliability company.

“ProjectCompanySecurityAgreement”meansthatcertainSecurityAgreement, datedasoftheClosingDate,byandbetweentheProjectCompanyandthe CollateralAgent.

“ProjectCosts”means,collectively,withoutduplication(a)thecostofdeveloping (including site and project acquisition and lease, easement, right of way and other real estate interest costs, including lease payments incurred prior to Term Conversion), designing, engineering, equipping, procuring, constructing, starting up, commissioning and testing the Project, including costs incurred in respect of the Project Documents and including the cost and fees of all labor, services, materials, supplies, equipment, tools, transportation, supervision, storage,training,demolition sitepreparation,civilworks,andremediation inconnection therewith, (b)thecosttotheBorrowerEntitiesofconstructingthefeederlinesandsubstationinterconnecting the Project to the Transmission Service Provider’s and transmission system and interconnecting and synchronizing the Project to such system, (c) the cost of acquiring any lease, easement, right ofwayandanyothernecessaryinterestintheProjectSite,(d)realandpersonalpropertytaxes,ad valorem taxes, sales, use and excise taxes and insurance (including title insurance) premiums payablewithrespecttotheProjectduringtheperiodpriortotheConstructionLoanMaturityDate (the“ConstructionPeriod”),(e)interestpayableonanyLoanandfinancing-relatedfeesandcosts associatedwiththeCommitmentsduringtheConstructionPeriod,(f)initialoperatingcostsofthe Project in an amount not to exceed two million dollars ($2,000,000), (g) the costs of acquiring Permits for the Project during the Construction Period, (h) all documented general and administrative costs of the Class B Member, the Tax Holdco, the Construction Holdco or the Project Company attributable to the Project during the Construction Period, (i) the cost of establishing aspareparts inventoryfor theProject (ifany), (j) other fees and expenses relating to thedevelopment,constructionandclosingoffinancingoftheProject,includingamountssetforth intheFundsFlowMemorandumforthepaymentofthecostsandexpensesincurredinconnection with the negotiation and consummation of the transactions contemplated under the Financing Documents and the financial, legal and consulting fees, costs and expenses of the Independent Consultants, (k) the Letter of Credit Fees, (l) fees, transaction costs and expenses incurred in accordance with the Tax Documents, including those fees, costs and expenses incurred in connectionwithanyTCPurchaseFundingDate;providedthatthefees,costsandexpensesunder this clause (l), including the fees owed by Sponsor to the Class A Member pursuant to any fee lettercomprisingaTaxDocument,shallnotexceedtheamountthereofsetforthintheBaseCase Forecast, (m) repayment of obligations under the Bill of Exchange (as defined in Schedule 7.1(f) of the Disclosure Letter) to the extent set forth in the Base Case Forecast and the Schedule and Budget,and(n)thereimbursementofsuchcostsdescribedintheforegoingclauses(a)through(l)incurred by the Sponsor or any Affiliate after the Closing Date (such reimbursement, a “Project Cost Reimbursement”), together with a contingency allowance.

“ProjectDocuments”means,withoutduplication,theMaterialProjectDocuments and each other agreement related to the development, construction, operation, maintenance, management,administration,ownershiporuseoftheProject,thesaleofpowertherefrom,the

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provisionofgas,electricityandotherservicestheretoandPropertyrightsandinterestsrelatingto the Project, in each case, entered into by, or assigned to, the Borrower Entities.

“Project Revenues” means, collectively, all income and receipts received from operation oftheProject and, from and aftertheTerm Conversion Date, distributed to theClass B Member,including,withoutlimitation,allpaymentsanddistributionsduetotheClassBMember under the Pref Equity LLCA, Interest Rate Agreement Termination Payments received by the Borrower (net of any Interest Rate Agreement Termination Payments payable by the Borrower) under the Interest Rate Agreements, all interest earned with respect to such period on funds held in the Collateral Accounts, other income derived from the sale or use of Power generated by the ProjectandreceivedbytheBorrower;provided,however,thatProjectRevenuesshallnotinclude (i) any proceeds of insurance (other than proceeds of business interruption insurance), (ii) any ExcludedRevenues,(iii)proceedsfromsalebyTaxHoldcooftheITCsgeneratedbytheProject, or (iv) any Pre-Completion Revenues.

“Project Site” means the real property, and rights and interests therein, on which the Project will be located and/or which is utilized by the Project Company to construct, operate or access the Project, as described in Schedule A to the Title Policy and depicted on the Survey.

“Projected Debt Service Coverage Ratio” means, for any period, the ratio of (a) the projected amount of Operating Cash Flow Available for Debt Service set forth in the Base CaseForecastduringsuchperiodto(b)theprojectedamountofDebtServicesetforthintheBase Case Forecast for such period.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Proportionate Share” means the percentages set forth opposite each Lender’s name on Exhibit Jto the Agreement with respect to the applicable Commitments or Loans, as applicable, as such Exhibit Jmay be amended from time to time, as such percentages may be modified from time to time as a result of transfers of Commitments or Loans by a Lender in accordance with the Agreement.

“ProposedTaxLawChange”means(a)duringtheTaxUncontractedPeriod,any proposedchangein,oramendmentto,theCodeoranotherU.S.federalincomeTaxstatuteorother Tax legislation (i) that (A) has been passed or adopted by either chamber of the United States Congress, (B) is in a bill reported, out of either the House Ways and Means Committee or the Senate Finance Committee, or (C) is a proposed Treasury Regulation (taking into account the proposedeffective date);(ii) that,ispassed or issuedafterthe ClosingDate,and ineachcase,is, (A)reasonablylikelytobeenactedintolaw(takingintoaccount,withoutlimitation,anypublicly statedpositionsexpressedbymembersoftheExecutivebranchorCongress),and(B)ifitbecame law, would materially affect the ITCs available to the Project (including, for the avoidance of doubt, the ability to sell such ITCs pursuant to a Tax Credit Transfer Agreement but, excluding, any proposed change that would affect a TC Purchaser’s capacity to utilize the ITCs); and (b) during the Tax Contracted Period, any “Proposed Tax Law Change” (or similar term) as defined or used in any Pref Equity Document or any TC Purchase Document.

“Prudent Industry Practices” means those practices, methods, equipment, specificationsandstandardsofsafetyandperformance,asthesamemaybe changedfromtimeto

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time,asaregenerallyusedinthestart-up,commissioning,operationandmaintenanceofprivately owned battery storage facilities located in the CAISO region and that are similar to the Project, whichintheexerciseofreasonablejudgmentandinlightofthefactsknownatthetimethedecision was made, are considered good, safe and prudent practice in connection with the operation and maintenance of solar generation facilities located in and the CAISO region that are similar to the Project to the extent such practice is consistent with the CAISO Tariff and applicable NERC standards.Prudent Industry Practices are not intended to be limited to optimum practice or methods,butrathertobeaspectrumofreasonableandprudentpracticesandmethodsthattakethe conditions specific to any given project under consideration.

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

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

“Punch List Items” has the meaning assigned to such term in Section 6.4(bb).

“PWAComplianceReport”meansareportfromthePWAConsultantaddressing theProject’scompliancewiththePWARequirementsthateither(a)concludesthattheProjecthas satisfied the PWA Requirements through the date specified in the report or (b) concludes that it hassatisfiedthePWARequirementsthroughthedatespecifiedinthereportexceptforoneormore specified violations and, in the case of each such violation, identifies and explains in reasonable detail each such violation and a remediation plan for correcting each such violation, which remediation plan is reasonably satisfactory to the Lenders.

“PWAConsultant”meansBakerTillyAdvisoryGroup,LP.

“PWARequirements”meansSections48E(d)(3)and48E(d)(4)oftheCode,IRS Notice2022-61,andanyTreasuryRegulations,proposedTreasuryRegulations,orotherguidance issuedbytheIRS,U.S.DepartmentoftheTreasury,ortheU.S.DepartmentofLaborwithrespect to the requirements of Sections 48E(d)(3) and 48E(d)(4) of the Code.

“QFC”hasthemeaning assignedtotheterm“qualifiedfinancialcontract” in,and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to such term in Section 5.12.

“QuarterlyDate”meansadateoccurringonthelastBusinessDayofeachcalendar quarter,commencingontheInitial FundingDate.

“RecapturePeriod”meansthefive(5)yearperiodbeginningonthedatethe Project is placed in service for U.S. federal income tax purposes.

“Register”hasthemeaningassignedtosuchterm inSection13.14.

“RegulationD”meansRegulationDofthe BoardofGovernorsoftheFederal Reserve System of the United States of America and any successor thereto.

“Regulatory Change” means any change after the Closing Date in federal, State, localorforeignlaws,regulations,LegalRequirementsorrequirementsunderApplicablePermits,

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ortheadoptionormakingaftersuchdateofanyinterpretations,directives orrequestsoforunder any federal, State, local or foreign laws, regulations, Legal Requirements or requirements under Applicable Permits (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof.

“Release” means any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing into or upon any land orwaterorair,orotherwiseentering into theenvironment.“Released”shall have a correlative meaning.

“ReleasedEminentDomainProceeds”hasthemeaningassignedtosuchtermin Section 8.17(b).

“ReleasedLossProceeds”hasthemeaningassignedtosuchtermin Section 8.17(b).

“Relevant Governmental Body” means the Board of Governors of the Federal ReserveSystemorthe FederalReserveBankof NewYork,oracommitteeofficiallyendorsedor convenedbytheBoardofGovernorsoftheFederalReserveSystemortheFederal ReserveBank of New York, or any successor thereto.

“Replacement Obligor” means, with respect to any Person party to a Project Document, any Person reasonably satisfactory to the Administrative Agent (with the consent of theMajorityLenderssuchconsentnotbeunreasonablywithheld)who,pursuanttoanydefinitive agreement or definitive guaranty reasonably satisfactory to the Administrative Agent (with the consent of the Majority Lenders such consent not be unreasonably withheld) assumes the obligation of providing the services and/or products on terms and conditions no less favorable to theClassBMember,theConstructionHoldco,theTaxHoldcoortheProjectCompanythanthose which such Person being replaced is obligated to provide pursuant to the applicable Project Document.

“Reportable Event” means any of the events set forth in Section4043(c) of ERISA, other than those events as to which the thirty-day (30) notice period is waived.

“Required Tax Transaction Effective Date” means the date on which all of the followingconditionshavebeen satisfied:(a)thePrefEquityEffectiveDatehasoccurred,(b)Tax HoldcohasenteredintooneormoreTCPurchaseDocumentsinaccordancewithSection8.36for the sale of ITCs generated by the Project to one or more Acceptable TC Purchasers pursuant to Section6418oftheCode,and(c)theTotalBridgeLoanCommitmentdoesnotexceed98%ofthe Tax Transaction Proceeds.

“Reserve Accounts” means the Augmentation Reserve Account, the Major Maintenance Reserve Account and the BESS Buydown Reserve Account.

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

“Responsible Officer” means, as to any Person, its president, chief executive officer, treasurer or secretary (or assistant secretary), any of its vice presidents, or any managing generalpartnerormanagingmemberofsuchPersonthatisanaturalperson(oranyofthe

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preceding with regard to any managing general partner or managing member of such Person that is not a natural person).

“Restoration Plan” means a plan, certified by a Responsible Officer of the Borrower, for the restoration or relocation of the affected Property, demonstrating that:(i) the aggregate amounts of Loss Proceeds (other than any Escrow Agreement Loss Proceeds) or Eminent Domain Proceeds in respect of such casualty deposited in the Loss Proceeds Account (plusany other amounts deposited in the Loss Proceeds Account (including in respect to any deductible for which the Borrower is responsible) by the Borrower or any other Persons (or otherwise irrevocably committed to be made available to the Borrower by any Person that has at leastaninvestment-gradelong-termunsecureddebtrating)forthepurposeofsuchrestoration)are anticipated to be sufficient to restore the affected property to the condition then required or contemplated under the applicable Material Project Document prior to the occurrence of such EventofLossorEventofEminentDomain,asapplicable,andtopayallthenunpaidProjectCosts as set forth in the Schedule and Budget, (ii) the plans and specifications and the schedule for the restoration work provide for restoration work that is technically feasible and can be completed prior to the Construction Loan Maturity Date, (iii) all Applicable Permits required for the restoration work have been obtained or can reasonably be expected to be obtained in due course, and (iv) the restoration work will not result in a termination, cancellation, revocation or other invalidity or impairment of any Applicable Permit or any Material Project Documents then in effect.

“RevenueAccount”hasthemeaningassignedtosuchtermintheAccountControl Agreement.

“RiskPolicy”meansthatcertainAthosStorageriskpolicyprovidedbythe Borrower Entities to the Lenders in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders), as may be amended from time to time, subject to such amendment being in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders).

“S&P”meansStandard&Poor’sRatingsServices,adivisionofTheMcGraw-Hill Companies, Inc. and any successor thereto.

“Sanctioned Country” has the meaning assigned to such term in Section 7.1(cc).

“Sanctioned Person” has the meaning assigned to such term in Section 7.1(cc).

“Sanctions”meansanyeconomicandfinancialsanctionsadministeredorenforced by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, the United Kingdom, Japan or any other applicable sanctions authority.

“Sanctions Designation” has the meaning assigned to such term in Section 8.23(d).

“Schedule and Budget” has the meaning assigned to such term in Section6.1(x); provided, that, from and after the delivery of an updated Schedule and Budget pursuant toSection 6.2(i), the Schedule and Budget shall instead refer to such updated Schedule and Budget.

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“Scheduled Payment Date” means with respect to any Term Loan, BL Bridge Loan or LC Loan made on or after the Term Conversion Date, each Quarterly Date commencing on the first Quarterly Date to occur after the Term Conversion Date.

“Scheduled Repayment Amount” means the repayment amounts of the Term LoanscorrespondingtoeachrelevantScheduledPaymentDate,equal,ineachcase,totheamount identified in the Amortization Schedule attached as Exhibit Kto the Agreement as of the Term Conversion Date.

“SDCP Offtake Agreement” means that certain Resource Adequacy + TB4 Agreement, dated as of June12, 2025, by and between the Project Company and the SDCP Offtaker.

“SDCPOfftaker”meansSanDiegoCommunityPower,aCaliforniajointpowers authority.

“SecuredParty”or“SecuredParties”meanstheAdministrativeAgent,the CollateralAgent,theLenders,theLC Issuers,theDepositaryandeach HedgeCounterparty.

“Seller”meansAthosStorageContructionHoldco,LLC,aDelawarelimited liability company.

“Senior Debt” has the meaning assigned to such term in Section 13.9(b)(ix).

“Series”means,withrespecttoanyLetterofCredit(orCommitmentsinrespectof Letters of Credit), whether such Letter of Credit is (or relates to) Offtake Letters of Credit, NRG Letters of Credit or DSR Letters of Credit.

“SharedFacilitiesAgreement”meansthatcertainAmendedandRestatedShared Facilities Agreement, dated as of November26, 2025, by and among Athos I, Athos II, and the Project Company.

“Single Employer Plan” means any ERISA plan which is covered by Title IV of ERISA but which is not a Multiemployer Plan.

“Site Agreements” means the agreements listed in Schedule Ato the Disclosure Letter, which provide the Project Company with leasehold and easement, as applicable, interests with respect to the Project Site between the Project Company and the applicable landowner.

“Site Owner” means each fee owner of land within the Project Site and/orPerson that is a counterparty to a Site Agreement with the Project Company.

“SiteOwnerEstoppels”meansestoppelcertificatesexecutedbyeachSiteOwner forthebenefitoftheAdministrativeAgentandaddressingthestatusoftheSiteAgreements,dated within30dayspriortotheClosingDate,ineachcaseinformandsubstancereasonablysatisfactory to the Administrative Agent.

“SOFR”meansarateequaltothesecuredovernightfinancingrateasadministered by the SOFR Administrator.

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

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

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

“SOFRDeterminationDay”hasthemeaningspecifiedinthedefinitionof“Daily Compounded SOFR”

“SOFR Loan” means a Loan that bears interest at a rate based on Daily Compounded SOFR, other than pursuant to clause (c)of the definition of “Base Rate”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Compounded SOFR”.

“SpecifiedForeignEntity”meansa“specifiedforeignentity”withinthemeaning of Section 7701(a)(51)(B) of the Code.

“Sponsor”meansSBEUSHoldingsOne,LLC,aDelawarelimitedliability company.

“SponsorDEBAIndemnityAgreement”meansanindemnityagreementmade by the Sponsor infavor of the Collateral Agent, which shall be in form andsubstance reasonably satisfactory to the Majority Lenders.

“Sponsor Cash Collateral” has the meaning given to such term in the Advance Rate Guaranty.

“Sponsor Escrow Account” has the meaning given to such term in the Advance Rate Guaranty.

“SponsorGuaranty”meanseachof(a)thePrefEquityCashDiversionGuaranty, (b) to the extent executed, the Sponsor DEBA Indemnity Agreement, (c) the Advance Rate Guaranty,(d)theTaxIndemnityAgreement,and(e)anyothercreditsupportinstrumentprovided by the Sponsor pursuant to the foregoing documents.

“SponsorGuarantyReserveAccount”hasthemeaningassignedtosuchtermin the Account Control Agreement.

“Sponsor Support Provider” means (a) the Sponsor, (b) any issuer, confirming bank, or guarantor under any Sponsor Support Document, (c) any other Person providing credit supportorfinancialassurancepursuanttoanySponsorSupportDocument, and(d)therespective permitted successors and assigns of any of the foregoing.

“Sponsor Support Document” means (a) each Sponsor Guaranty, (b) the ITC Letter of Credit, (c) any Acceptable Sponsor Letter of Credit and (d) any other credit support instrument provided pursuant to the foregoing documents.

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“State”means(a)anystateoftheUnitedStatesofAmericaor(b)theDistrictof Columbia.

“StatedAmount”meansthemaximumdrawingamountasstatedonthefaceof anyLetterofCredit.

“Subject Person” has the meaning assigned to such term in Section 11.1(e).

“Subsidiary”ofanyPersonmeansanycorporation,partnership,jointventure, limitedliabilitycompany,trustorestateofwhich(orinwhich)morethanfiftypercent(50%)of (a)theissuedandoutstandingcapitalstockhavingordinaryvotingpowertoelectamajorityofthe boardofdirectorsofsuchcorporation(irrespectiveofwhetheratthetimecapitalstockofanyother class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate, in each case, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“SubstantialCompletion”hasthemeaningassignedtosuchtermintheEPC Contract.

“Substitutable Lender” has the meaning assigned to such term in Section 13.12.

“SupermajorityLenders”meansatanytime(a)theCoordinatingLeadArrangers and(b)theholders(butdisregardingforallpurposesofsuchcalculationholdersthatareDefaulting Lenders) of more than 66.6% of the sum of (a) the aggregate unpaid principal amount of the Construction Loans, Bridge Loans, BL Bridge Loans and Term Loans then outstanding, (b) the aggregate unpaid principal amount of any LC Loans or Unreimbursed Obligations then outstanding,(c)theaggregateunusedamountoftheCommitmentsthenineffect(otherthan,prior to the Term Conversion Date, the Total BL Bridge Loan Commitments and the Total Term Loan Commitments) and (d) the aggregate undrawn stated amount of all Letters of Credit issued and thenoutstanding;providedfurther,ifthereismorethanoneLender,suchholdersmust includeat least two Lenders that are not Affiliates of one another, of the Borrower or of the Sponsor.

“Supported QFC” has the meaning assigned to such term in Section 5.12.

“Survey”meansanALTAsurveydepictingtheProjectSite(includingthen-existing improvements and a Project site plan overlay) (a) prepared by a land surveyor duly licensed and registered in the jurisdiction in which the Project Site is located, (b) in form, scope, andsubstancesufficienttocauseallstandardsurveyexceptionstobedeletedormodified,ineach case,to theextentallowedbylaw fromtheTitlePolicyandto enabletheTitleInsurertoissueall survey-relatedendorsementstotheTitlePolicyreasonablyrequestedbytheAdministrativeAgent, reasonably obtainable from title insurance underwriters in the State of California, and permitted under the laws of such jurisdiction, (c) certified to the Title Insurer, the Collateral Agent and the AdministrativeAgentbyaformofcertificationreasonablyacceptabletotheAdministrativeAgent, (d) prepared in accordance with the “2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys” jointly established and adopted by the American Land Title AssociationandtheNationalSocietyofProfessionalSurveyorseffectiveFebruary23,2021,and

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(e)otherwiseinformandsubstancereasonablysatisfactorytotheAdministrativeAgentandTitle Insurer.

“Swap Obligation” means, with respect to any Person, any obligation to pay or performunderanyagreement,contractortransactionthatconstitutesa“swap”withinthemeaning of Section 1a (47) of the Commodity Exchange Act.

“Tax Consent and Agreement” means (a) if the Pref Equity Effective Date has occurred, the Pref Equity Consent and Agreement or (b) if the TC Purchase Effective Date has occurred, the TC Purchase Consent and Agreement.

“Tax Contracted Period” means the period commencing from the earlier of (a) Pref Equity Effective Date and (b) any TC Purchase Effective Date, and ending on the Term Conversion Date.

“Tax Documents” means (a) if the Pref Equity Effective Date has occurred, the Pref Equity Documents and (b) if a TC Purchase Effective Date has occurred, the TC Purchase Documents.

“TaxHoldco”meansAthosStorageTEHoldco,LLC,aDelawarelimitedliability company.

“TaxHoldcoHoldbackAccount”hasthemeaningassignedtosuchterminthe AccountControlAgreement.

“Tax Holdco Security Agreement” means that certain Guarantee, Pledge and SecurityAgreement,datedasoftheClosingDate,byandbetweenTaxHoldcoandtheCollateral Agent.

“Tax Indemnity Agreement”means that certain letter agreement, dated as of the Closing Date, and entered into by and among Project Company, Class B Member, Tax Holdco, the Sponsor, the Administrative Agent and the Collateral Agent.

“Tax Law Change” means (a) during the Tax Uncontracted Period, (i) (A) any change in or amendment to the Code or any other applicable federal income Tax statute, (B) the issuanceof,promulgationof,orchangeinanytemporaryorfinalTreasuryRegulationthatresults in any change to the interpretation of the Code or existing Treasury Regulations, and (C) the issuanceorpublicationof(1)anyRevenueProcedure,RevenueRuling,AnnouncementorNotice by the IRS or Treasury, (2) any technical advice memorandum of similar release or directive by theIRSthatevidencesalegalpositionoftheIRS,or(3)chiefcounseladvise,legalmemorandum, advisory or other written advance issued by the IRS Office of Chief Counsel, that, in the case of each of subclauses (1) through (3) of this clause (C), applies, advances or articulates a new or different interpretation or analysis of any provision of the Code, any other applicable federal income Tax statute, any temporary or final Treasury Regulation, or any administrative rules or guidance, or (4) any change in the interpretation of any of the types of Tax law described in the preceding clauses (1)through (3)attributableto ajudgement, decision oropinion oftheU.S. Tax Court, U.S. Court of Federal Claims, a U.S. District Court, a U.S. Court of Appeals or the U.S. Supreme Court; (ii) that is enacted, promulgated, or issued, as applicable, after the Closing Date; and (iii) would reasonably be expected to materially affect the ITCs available to the Project (including,fortheavoidanceofdoubt,theabilitytosellsuchITCspursuanttoaTaxCredit

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Transfer Agreement but, excluding, any change that would affect a TC Purchaser’s capacity to utilizeITCs);and (b)duringtheTax ContractedPeriod,any“TaxLawChange”(orsimilarterm) as defined or used in any Pref Equity Document or any TC Purchase Document.

“Tax Transaction Proceeds” means the sum of (a) commitments under the Pref Equity Documents and (b) expected proceeds from sale by Tax Holdco of the ITCs generated by the Project that are distributable to the Class B Member under fully executed and delivered TC Purchase Documents and constituting Collateral, in each case of (a) and (b), as set forth in the commitmentsincludedinthemost recentTC PurchaseEffectiveDateBase CaseForecast forthe purposes of sizing the Bridge Loan Commitment.

“Tax Uncontracted Period” means the period from the Closing Date to (but excluding) the commencement of the Tax Contracted Period.

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

“TCAdvanceRateTrigger1”hasthemeaningassignedtosuchterminin Section8.37.

“TCAdvanceRateTrigger2”hasthemeaningassignedtosuchtermin Section8.37.

“TCCompletionDateShortfall”meansthepositivedifference,ifany,of(A)the sum oftheoutstandingBridgeLoansandtheremainingTotalBridgeLoanCommitment(ineach case,immediatelypriortogivingeffecttoSection8.37)less(B)ninetyeightpercent(98%)ofthe aggregate Tax Transaction Proceeds.

“TC Post-Term Conversion Funding Date Shortfall” means the positive difference,ifany,of(A)thesumoftheoutstandingBLBridgeLoansandtheremainingTotalBL BridgeLoanCommitment(ineachcase,immediatelypriortogivingeffecttoSection8.37)less (B)ninetyeightpercent(98%)ofthePost-TermConversionTCPurchaseProceeds.

“TCPurchaseAgreement”meansanagreementforthepurchaseandsaleofITCs entered into pursuant to the terms of the Pref Equity LLCA and in accordance with Section 8.36and Section 9.16of the Financing Agreement.

“TCPurchaseConsentandAgreement”hasthemeaningsetforthinSection8.36(b).

“TCPurchaseDocuments”hasthemeaningassignedtosuchtermin Section8.36(a).

“TCPurchaseEffectiveDate”hasthemeaningassignedtosuchterminSection8.36.

“TCPurchaseEffectiveDateBaseCaseForecast”hasthemeaningassignedto suchterminSection8.36(c).

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“TC Purchase Final Funding Date” means, with respect to any TC Purchase Agreement, if such TC Purchase Agreement provides for more than one TC Purchase Funding Date or has only one TC Purchase Funding Date, the final or sole TC Purchase Funding Date.

“TC Purchase Funding Date” means each “Payment Date” (or similar term) as defined under any TC Purchase Agreement providing for any payment by a TC Purchaser under such TC Purchase Agreement.

“TCPurchaseSigningDeadlineDate”means(a)theearlierofTermConversion Date and (b) December 31, 2026.

“TCPurchaser”meansanytaxcredittransfereepartytotheTCPurchase Agreement.

“TCTransactionCompletionDate”meansthedateonwhichallofthefollowing conditions have been satisfied: (a) the Pref Equity Effective Date has occurred, (b) Tax Holdco hasenteredintooneormoreTCPurchaseDocumentsinaccordancewithSection8.36forthesale of ITCs generated by the Project to one or more Acceptable TC Purchasers pursuant to Section 6418 of the Code, and (c) the earlier of the date on which: (i) Tax Holdco has notified the Administrative Agent in writing that it has entered into all TC Purchase Documents that it reasonably expects to enter into on or prior to the TC Purchase Signing Deadline Date, and (ii) TaxHoldcohasenteredintoTCPurchaseDocumentsprovidingforthesaleofonehundredpercent (100%) of the ITCs generated by the Project to one or more Acceptable TC Purchasers pursuant to Section 6418 of the Code.

“TCTransactionCompletionDateBase CaseForecast”hasthemeaninggiven to such term in Section 8.36(f).

“Temporary Accounts” has the meaning assigned to such term in Section2(q) (Permitted Tax Credit/Equity MIPA Accounts) of the Account Control Agreement.

“TermConversion”meansaborrowingofTermLoansandBLBridgeLoansupon the satisfaction by the Class B Member or waiver by the Administrative Agent (with the consent of the Lenders) of the conditions set forth in Section 6.4.

“Term Conversion Date” means the date when the Term Conversion occurs.

“TermConversionReimbursement”hasthemeaningassignedtosuchtermin Section2.1(d).

“TermLoan”and“TermLoans”havethemeaningsassignedtosuchtermsin Section2.1(a)(i).

“TermLoanandBLBridgeLoanCollateralDocuments”hasthemeaning assigned to such term in Section 5.10(c).

“Term Loan Facility” has the meaning assigned to such term in the preamble to this Agreement.

“TermLoanMaturityDate”meanstheearliertooccurof(a)thedateuponwhich theentireoutstandingprincipalbalanceoftheLoans,togetherwithallunpaidinterest,fees,

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chargesandcosts,becomedueandpayableunderSection11.2and(b)thetenth(10th)anniversary of the Term Conversion Date.

“Term Loan Note” and “Term Loan Notes”havethemeanings assigned tosuch terms in Section 2.1(d).

“TitleInsurer”meansFirstAmericanTitleInsuranceCompany.

“TitlePolicies”hasthemeaningassignedtosuchterminSection6.1(y).

“TL Lender” has the meaning assigned to such term in Section 2.1(a).

“TotalBLBridgeLoanCommitment”hasthemeaningassignedtosuchtermin Section 2.2(a)(i).

“TotalBridgeLoanCommitment”hasthemeaningassignedtosuchtermin Section1.2(b).

“TotalConstructionLoanCommitment”hasthemeaningassignedtosuchterm inSection1.2(a).

“TotalExpectedITCs”means,asofanydateofdetermination,theaggregateface value of ITCs expected to be generated by the Project as set forth in the Base Case Forecast delivered pursuant to Section 6.2(h).

“TotalLoss”shallmeananEventofLossorEventofEminentDomain(orarelated series of events) the aggregate net insurance proceeds for which are equal to or exceed the lesser of:(i)50%ofthetotalreplacementvalueoftheProjector(ii)themaximumcoveragelimitofthe casualty insurance policy covering the Project.

“Total Term Loan Commitment” has the meaning assigned to such term in Section 2.1(a)(i).

“Transfer Date” means the date on which one hundred percent (100%) of the membershipinterestsoftheProjectCompanyaretransferredfromtheConstructionHoldcotothe Tax Holdco pursuant to the terms of the Pref Equity MIPA.

“Transformer Purchase Agreements” means IP Athos TPA 1, IP Athos TPA 2, IP Athos II TPA 1, and IP Athos II TPA 2, each a “Transformer Purchase Agreement”.

“Transformer Supplier” means HICO America Sales & Technology, Inc.

“Transmission Service Provider” means Southern California Edison Company.

“TrustOfficer”means,whenusedwithrespecttoeachoftheAgents,as applicable,anyofficerassignedtotheTrustandAgencyServices(oranysuccessordivisionor unit) of such Agent, as applicable, located at the Corporate Trust Office of such Agent who shall have direct responsibility for the administration of this Agreement and the other Financing Documents

“Type”meansSOFRLoansorBaseRateLoans,asapplicable,eachofwhich constitutes a Type of Loan.

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“UCC”meanstheUniformCommercialCodeof thejurisdictionthelawofwhich governs the document in which such term is used or which governs the creation or perfection of the Liens granted thereunder.

“UCP” means the Uniform Customs and Practice for Documentary Credits, InternationalChamberofCommercePublicationNo.600(orsuchlaterversionthereofasmaybe in effect at the applicable time).

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

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

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

“Undisclosed Administration” means, in relation to a Lender or its direct or indirectparentcompany,theappointmentofanadministrator,provisionalliquidator,conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or its direct or indirect parent company is subjecttohomejurisdictionsupervisionifapplicablelaw requiresthatsuchappointmentisnotto be publicly disclosed.

“United States Person” means any person defined as a “United States person” in Section 7701(a)(30) of the Code.

“UnreimbursedObligation”hasthemeaningassignedtosuchtermin Section 3.2(b)(ii).

“UnsoldITCs”means,asofanydateofdetermination,theaggregatefacevalueof ITCs expected to be generated by the Project as set forth in the Base Case Forecast delivered pursuanttoSection6.2(h)andnotyetcommittedtobesoldpursuanttoaTCPurchaseAgreement as of such date.

“U.S.Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Associationrecommendsthatthefixedincomedepartmentsofitsmembersbeclosedfortheentire day for purposes of trading in United States government securities.

“U.S.SpecialResolutionRegimes”hasthemeaningassignedtosuchtermin Section5.12.

“Voluntary Reduction” has the meaning assigned to such term in Section 3.3(c).

“WithdrawalTransferCertificate”hasthemeaningassignedtosuchterminthe AccountControlAgreement.

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“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-downandconversionpowersaredescribedintheEUBail-InLegislationSchedule,and (b)withrespecttotheUnitedKingdom,anypowersoftheapplicableResolutionAuthorityunder the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to providethatanysuchcontractorinstrumentistohaveeffectasifarighthadbeenexercisedunder it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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RULESOFINTERPRETATION

1.Thesingularincludesthepluralandthepluralincludesthesingular.Thedefinitions of terms apply equally to the singular and plural forms of the terms defined.

2.Theword“or”isnotexclusiveunlesscontextwouldotherwiserequire.

3.A reference to a Governmental Rule includes any amendment or modification to suchGovernmentalRule,andallregulations,rulingsandotherGovernmentalRules promulgated under such Governmental Rule.

4.AreferencetoaPersonincludesitspermittedsuccessorsandassigns.

5.Thewords“include,”“includes”and “including”arenotlimiting.

6.A reference in a document to an Article, Section, Exhibit, Schedule, Annex or AppendixistotheArticle,Section,Exhibit,Schedule,AnnexorAppendixofsuch documentunlessotherwiseindicated.Exhibits,Schedules,AnnexesorAppendices to any document shall be deemed incorporated by reference in such document.In the event of any conflict between the provisions of this Agreement (exclusive of the Exhibits, Schedules, Annexes and Appendices thereto) and any Exhibit, Schedule, Annex or Appendix thereto, the provisions of this Agreement shall control.

7.Referencestoanydocument,instrumentoragreement(a)shallincludeallexhibits, schedules and other attachments thereto, (b) shall include all documents, instruments oragreementsissuedorexecutedinreplacementthereof, and(c)shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, amended and restated, supplemented or otherwise modified fromtimetotimeandineffectatanygiventime(subjecttoanyrestrictionsonsuch amendments, restatements, supplements or modifications set forth in this Agreement or the other Financing Documents).

8.The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

9.Referencesto“days”shallmeancalendardays,unlesstheterm“BusinessDays”is used.References to a time of day shall mean such time in New York, New York, unless otherwise specified.

10.The Financing Documents are the result of negotiations between, and have been reviewed by the Class B Member, the Construction Holdco, the Tax Holdco, the Project Company, the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Green Loan Structuring Agents, each Lender and their respective counsel.Accordingly,theFinancingDocumentsshallbedeemedtobetheproduct ofallpartiesthereto,and noambiguityshallbeconstruedinfavoroforagainstthe ClassBMember,theConstructionHoldco,theTaxHoldco,theProjectCompany, the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Green Loan Structuring Agents or any Lender.

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11.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.The words “will” and “shall” shall be construed to have the same meaning and effect.

12.Inthecomputationofperiodsoftimefromaspecifieddatetoalaterspecifieddate, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

13.AccountingtermshavethemeaningsassignedtothembyGAAP,asappliedbythe accounting entity to which they refer.

14.UnlessotherwisespecifiedintheAgreement,wheneverapaymentisrequiredtobe madepursuanttotheAgreementonadaythatisnotaBusinessDay,suchpayment shall be made on the next succeeding Business Day.Whenever performance of a required action, otherthan apayment, is due undertheAgreement on aday that is not a Business Day, such performance shall be made on the next succeeding Business Day.

15.If, at any time after the Closing Date, Moody’s, S&P or Fitch shall change its respective system of classifications, then any Moody’s, S&P or Fitch “rating” referredtohereinshallbeconsideredtobeatoraboveaspecifiedlevelifitisator above the new rating which most closely corresponds to the specified level under the old rating system.

16.From and after the Term Conversion Date, (i) all references to “Borrower” shall meantheClassBMemberand(ii)anyrequirementfortheProjectCompanytotake an action hereunder shall be deemed to be a requirement that the Class B Member cause the Tax Holdco to cause the Project Company to take such action.

17.For all purposes under the Financing Documents, in connection with any division orplanofdivisionunderDelawarelaw(oranycomparableeventunderadifferent jurisdiction’s laws):(a) if any asset, right, obligation or liability of any Person becomestheasset,right,obligationorliabilityofadifferentPerson,thenitshallbe deemedtohavebeentransferredfromtheoriginalPersontothesubsequentPerson, and(b) if anynewPersoncomesinto existence, suchnew Person shall be deemed tohavebeen organizedonthefirst dateofitsexistencebytheholdersofits equity interests at such time.

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