Browse EX-10 agreements

FIRST AMENDMENT AND CONSENT TO FINANCING AGREEMENT

This First Amendment and Consent to Financing Agreement (this “Agreement”), dated as of October 18, 2021, is made by and between SE TITAN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacities as Collateral Agent for the Secured Parties (the “Collateral Agent”) and Depositary, and the Lenders party hereto.

WHEREAS, reference is made to (i) the Amended and Restated Financing Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”); (ii) the Depositary Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Collateral Agent and the Depositary (the “Depositary Agreement”); (iii) the Security Agreement, dated as of November 16, 2020, among the Borrower and the Collateral Agent (the “Borrower Security Agreement”); (iv) the Consent and Agreement, dated as of November 16, 2020, among the Borrower, EMJ Corporation (the “EPC Guarantor”) and the Collateral Agent (the “EPC Guarantor Consent”) and (v) the Limited Waiver to Financing Agreement, dated as of April 30, 2021, among Borrower,

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SECONDAMENDMENTTOFINANCINGAGREEMENT

This Second Amendment to Financing Agreement (this “Amendment”), dated as of January 31, 2022, is made by and between SE TITAN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders party hereto.

WHEREAS, reference is made to the Amended and Restated Financing Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”);

WHEREAS,theBorrowerwishestoextendtheLoanMaturityDatetoFebruary 18, 2022;

WHEREAS,pursuanttoSection11.2(a)oftheFinancingAgreement,theBorrower shallnotextendthe Loan MaturityDatewithouttheconsentof allaffected Lenders; and

WHEREAS, the Borrower has requested that the Lenders party hereto consent to theextensionoftheLoanMaturityDatetoFebruary18,2022onthetermsandconditionssetforth herein.

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

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AMENDED AND RESTATED

FINANCING AGREEMENT

Dated as of November 16, 2020

by and among

SE TITAN, LLC,

a Delaware limited liability company, as Borrower,

MUFG BANK, LTD.,

as Administrative Agent,

MUFG UNION BANK, N.A.,

as the Sole and Exclusive Coordinating Lead Arranger,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent,

MUFG UNION BANK, N.A.,

COBANK, ACB,

BAYERISCHE LANDESBANK, NEW YORK BRANCH,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

SOCIETE GENERALE,

SUMITOMO MITSUI BANKING CORPORATION,

and

ING CAPITAL LLC,

as Mandated Lead Arrangers

COBANK, ACB,

as Issuing Bank,

and

THE LENDERS PARTY HERETO,

as Lenders

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Table of Contents

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ARTICLE 1													CONSTRUCTION LOAN FACILITY	2

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LOAN AGREEMENT

between

IP BACKLOG LAND HOLDINGS, LLC

(Borrower)

and

FORETHOUGHT LIFE INSURANCE COMPANY

(Lender)

September 10, 2020

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS											1
									Section 1.1	Terms Defined	1
									Section 1.2	Rules of Construction	13
									Section 1.3	Accounting Terms; GAAP	14
ARTICLE II THE LOAN											14
									Section 2.1	The Loan	14

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FINANCING AGREEMENT

Dated as of March 31, 2023

Among

EIFFEL MEMBER B, LLC

a Delaware limited liability company

(as a Borrower)

and

PARIS FARM SOLAR, LLC

a Delaware limited liability company

(as a Borrower)

and

MUFG BANK, LTD.

(as Coordinating Lead Arranger and Administrative Agent)

and

DELAWARE TRUST COMPANY

(as Collateral Agent and Depositary)

and

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH

(as Joint Lead Arranger)

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

(as Joint Lead Arranger)

and

SOCIÉTÉ GÉNÉRALE

(as Joint Lead Arranger)

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

1

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FIRST AMENDMENT AND CONSENT TO FINANCING AGREEMENT

This First Amendment and Consent to Financing Agreement (this “Agreement”), dated as of October 18, 2021, is made by and between SE ARAGORN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacities as Collateral Agent for the Secured Parties (the “Collateral Agent”) and Depositary, and the Lenders party hereto.

WHEREAS, reference is made to (i) the Financing Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”); (ii) the Depositary Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Collateral Agent and the Depositary (the “Depositary Agreement”); (iii) the Security Agreement, dated as of November 16, 2020, among the Borrower and the Collateral Agent (the “Borrower SecurityAgreement”); (iv) the Consent and Agreement, dated as of November 16, 2020, among the Borrower, EMJ Corporation (the “EPC Guarantor”) and the Collateral Agent (the “EPC Guarantor Consent”) and (v) the Limited Waiver to Financing Agreement, dated as of April 30, 2021, among Borrower, the Administrative

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SECONDAMENDMENTTOFINANCINGAGREEMENT

This Second Amendment to Financing Agreement (this “Amendment”), dated as of January 31, 2022, is made by and between SE ARAGORN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders party hereto.

WHEREAS,referenceismadetotheFinancingAgreement,datedasofNovember 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”);

WHEREAS,theBorrowerwishestoextendtheLoanMaturityDatetoFebruary 18, 2022;

WHEREAS,pursuanttoSection11.2(a)oftheFinancingAgreement,theBorrower shallnotextendthe Loan MaturityDatewithouttheconsentof allaffected Lenders; and

WHEREAS, the Borrower has requested that the Lenders party hereto consent to theextensionoftheLoanMaturityDatetoFebruary18,2022onthetermsandconditionssetforth herein.

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

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FINANCING AGREEMENT

Dated as of November 16, 2020

by and among

SE ARAGORN, LLC,

a Delaware limited liability company, as Borrower,

MUFG BANK, LTD.,

as Administrative Agent,

MUFG UNION BANK, N.A.,

as the Sole and Exclusive Coordinating Lead Arranger,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent,

MUFG UNION BANK, N.A.,

COBANK, ACB,

BAYERISCHE LANDESBANK, NEW YORK BRANCH,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

SOCIETE GENERALE,

SUMITOMO MITSUI BANKING CORPORATION,

and

ING CAPITAL LLC,

as Mandated Lead Arrangers

COBANK, ACB,

as Issuing Bank,

and

THE LENDERS PARTY HERETO,

as Lenders

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Table of Contents

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ARTICLE 1													CONSTRUCTION LOAN FACILITY	1

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CREDIT AGREEMENT

Dated as of May 12, 2025

among

ANGIOLA EAST, LLC,

as Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

________________________________________________________

BANK OF AMERICA, N.A.,

as a Coordinating Lead Arranger and Sole Bookrunner

KEYBANC CAPITAL MARKETS INC.,

as a Coordinating Lead Arranger

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS											1
1.01										Defined Terms	1
1.02										Other Interpretive Provisions	37

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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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ARTICLE 1							CONSTRUCTION LOAN AND BRIDGE LOAN FACILITIES	2

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FINANCING AGREEMENT

Dated as of March 13, 2026

Among

LIBRA MEMBER B, LLC,

a Delaware limited liability company

(as a Borrower)

and

LIBRA SOLAR LLC,

a Delaware limited liability company

(as a Borrower)

and

ING CAPITAL LLC,

(as Coordinating Lead Arranger, Bookrunner, Co-Syndication Agent, Sole Green Loan

Structuring Agent and Diligence Agent)

MIZUHO BANK, LTD.,

(as Coordinating Lead Arranger, Bookrunner, Co-Structuring Bank, Co-Syndication

Agent, Swap Coordinator and Modeling Bank)

MUFG BANK, LTD.,

(as Administrative Agent, Coordinating Lead Arranger, Bookrunner, Co-Structuring

Bank, Co-Syndication Agent and Documentation Agent)

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, LANDESBANK

HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, JPMORGAN

CHASE BANK, N.A., NATIXIS, NEW YORK BRANCH, ROYAL BANK OF CANADA,

SOCIÉTÉ GÉNÉRALE AND TRUIST SECURITIES, INC.,

(each as Coordinating Lead Arranger)

THE HUNTINGTON NATIONAL BANK AND COMMONWEALTH BANK OF

AUSTRALIA,

(each as Joint Lead Arranger)

KEYBANC CAPITAL MARKETS INC.,

(as Mandated Lead Arranger)

and

TRUIST BANK

(as Collateral Agent)

and

JPMORGAN CHASE BANK, N.A.

(as Depositary)

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

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FINANCING AGREEMENT

Dated as of June 15, 2023

Among

ORION 3 MEMBER B, LLC

a Delaware limited liability company

(as a Borrower)

and

BEN MILAM SOLAR 3 LLC

a Delaware limited liability company

(as a Borrower)

and

MIZUHO SECURITIES USA LLC

(as Sole Coordinating Lead Arranger)

and

MIZUHO BANK, LTD.

(as Administrative Agent, Sole Bookrunner and Co-Syndication Agent)

and

U.S. BANK TRUST COMPANY N.A.

(as Collateral Agent)

U.S. BANK N.A.

(as Depositary)

and

SUMITOMO MITSUI BANKING CORPORATION

(as Co-Syndication Agent and Joint Lead Arranger)

and

MUFG BANK, LTD.

(as Joint Lead Arranger)

and

ING CAPITAL LLC,

(as Green Loan Structuring Agent and Joint Lead Arranger)

THE LENDERS PARTY HERETO FROM TIME TO TIME

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