Document

Exhibit 4.4

MN8 PORTFOLIO IV LLC

MN8 MULBERRY BESS HOLDCO LLC

$575,000,000

6.31% Senior Notes due June 30, 2045

Additional Senior Notes

Subordinate Notes

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement is subject to the Green Bond Principles.

Dated July 9, 2025

TABLE OF CONTENTS


SECTION		HEADING	PAGE

SECTION 1.		AUTHORIZATION OF NOTES	1

	Section 1.1	Amount; Establishment of Series.	1
	Section 1.2	The Initial Notes	2
	Section 1.3	Issuance of Notes	2
	Section 1.4	Subordinate Notes	4
	Section 1.5	Priority of Security	4

SECTION 2.		SALE AND PURCHASE OF THE INITIAL NOTES	5

	Section 2.1	Sale and Purchase of the Initial Closing Notes.	5
	Section 2.2	Sale and Purchase of the First Delayed Draw Closing Notes.	5
	Section 2.3	Sale and Purchase of the Second Delayed Draw Closing Notes.	5

SECTION 3.		CLOSINGS	5

	Section 3.1	Initial Closing.	5
	Section 3.2	First Delayed Draw Closing.	6
	Section 3.3	Second Delayed Draw Closing.	6

SECTION 4.		CONDITIONS TO CLOSINGS	7

	Section 4.1	Conditions to Initial Closing	7
	Section 4.2	Conditions to First Delayed Draw Closing	12
	Section 4.3	Conditions to Second Delayed Draw Closing.	15
	Section 4.4	Conditions to Release of Funds from Delayed Draw Proceeds Account.	19
	Section 4.5	Subsequent Notes	24

SECTION 5.		REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS	27

	Section 5.1	Organization; Power and Authority	27
	Section 5.2	Authorization, Etc.	27
	Section 5.3	Disclosure.	27
	Section 5.4	Organization and Ownership of Shares of Subsidiaries	28
	Section 5.5	Compliance with Laws, Other Instruments, Etc.	28
	Section 5.6	Approvals, Governmental Authorizations, Etc.	29
	Section 5.7	Litigation; Observance of Agreements, Statutes and Orders	29
	Section 5.8	Taxes	30
	Section 5.9	Title to Property; Leases	31
	Section 5.10	Intellectual Property Licenses, Permits, Etc.	31


	Section 5.11	Compliance with Employee Benefit Plans	32
	Section 5.12	Private Offering by the Obligors	33
	Section 5.13	Use of Proceeds; Margin Regulations.	33
	Section 5.14	Foreign Assets Control Regulations, Etc.	34
	Section 5.15	No Other Indebtedness	35
	Section 5.16	Status under Certain Statutes	35
	Section 5.17	Energy Regulatory	35
	Section 5.18	Environmental Matters.	36
	Section 5.19	Labor Matters	36
	Section 5.20	Solvency	37
	Section 5.21	Nature of Business	37
	Section 5.22	Perfection and Priority of Lien	37
	Section 5.23	No Default or Event of Default	37
	Section 5.24	No Events of Loss	37
	Section 5.25	Insurance	37
	Section 5.26	Ranking of Obligations	37
	Section 5.27	Material Project Documents; Tax Equity Documents	37
	Section 5.28	No Material Adverse Effect.	38
	Section 5.29	Utilities.	38

SECTION 6.		REPRESENTATIONS OF THE INITIAL PURCHASERS	38

	Section 6.1	Purchase for Investment, Etc.	38
	Section 6.2	Source of Funds	39
	Section 6.3	Legend: Transfer Restrictions.	41

SECTION 7.		INFORMATION AS TO THE ISSUERS	41

	Section 7.1	Financial and Business Information.	41
	Section 7.2	Officer’s Certificate	45
	Section 7.3	Investor Teleconference.	45
	Section 7.4	Electronic Delivery	45
	Section 7.5	[Reserved]	46
	Section 7.6	Visitation	46

SECTION 8.		PAYMENT AND PREPAYMENT OF THE NOTES	46

	Section 8.1	Required Payments; Maturity	46
	Section 8.2	Mandatory Offers to Prepay.	47
	Section 8.3	Optional Prepayments with Make-Whole Amount	51
	Section 8.4	Allocation of Repayments and Partial Prepayments	52
	Section 8.5	Maturity; Surrender, Etc.	53
	Section 8.6	Purchase of Notes	53


	Section 8.7	Make-Whole Amount	53
	Section 8.8	Payments Due on Non-Business Days	55
	Section 8.9	Withholding	55
	Section 8.10	Calculations.	55

SECTION 9.		AFFIRMATIVE COVENANTS	56

	Section 9.1	Compliance with Laws	56
	Section 9.2	Insurance	56
	Section 9.3	Maintenance of Properties	56
	Section 9.4	Payment of Taxes and Claims	56
	Section 9.5	Corporate Existence, Etc.	57
	Section 9.6	Books and Records	57
	Section 9.7	Necessary Project Approvals	57
	Section 9.8	Performance of Obligations	57
	Section 9.9	Payment of Notes	58
	Section 9.10	Maintenance of Title	58
	Section 9.11	Use of Proceeds	58
	Section 9.12	Credit Ratings	58
	Section 9.13	Further Assurances.	59
	Section 9.14	Separateness	59
	Section 9.15	Preservation of Collateral	59
	Section 9.16	Subsidiary Distributions	59
	Section 9.17	Priority of Obligations	60
	Section 9.18	Reserved	60
	Section 9.19	Energy Regulatory Compliance	60
	Section 9.20	Tax Equity Guarantees.	60
	Section 9.21	Maintenance of Material Project Documents and Tax Equity Documents	60
	Section 9.22	Consents	61

SECTION 10.		NEGATIVE COVENANTS	61

	Section 10.1	Transactions with Affiliates	61
	Section 10.2	Merger, Consolidation, Disposition, Etc.	62
	Section 10.3	Line of Business	64
	Section 10.4	Economic Sanctions, Etc.	64
	Section 10.5	Liens	64
	Section 10.6	Indebtedness	67
	Section 10.7	Restricted Payments	69
	Section 10.8	Investments	70
	Section 10.9	Capital Expenditures	71


	Section 10.10	Restrictions on Subsidiary Dividends or Other Distributions.	72
	Section 10.11	Tax Equity Guarantees	72
	Section 10.12	Tax Credits and Other Tax-Related Matters	73
	Section 10.13	Organizational Documents	73
	Section 10.14	Speculative Transactions	73
	Section 10.15	Additional Projects.	73
	Section 10.16	Material Project Documents; Tax Equity Documents.	74

SECTION 11.		EVENTS OF DEFAULT	75

SECTION 12.		REMEDIES ON DEFAULT, ETC	80

	Section 12.1	Acceleration	80
	Section 12.2	Other Remedies	81
	Section 12.3	Rescission	82
	Section 12.4	No Waivers or Election of Remedies, Expenses, Etc.	82
	Section 12.5	Default Rate	82

SECTION 13.		GUARANTEE, ETC	82

	Section 13.1	Guarantee	82
	Section 13.2	Obligations Unconditional	83
	Section 13.3	Instrument for the Payment of Money	86
	Section 13.4	General Limitation on Guarantee Obligations	86
	Section 13.5	Discharge of Guaranty Upon Sale of Guarantor	86
	Section 13.6	Additional Guarantors	86
	Section 13.7	Subordinate Notes	87

SECTION 14.		REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	87

	Section 14.1	Registration of Notes	87
	Section 14.2	Transfer and Exchange of Notes	87
	Section 14.3	Replacement of Notes	88

SECTION 15.		PAYMENTS ON NOTES; APPOINTMENT OF FIRST LIEN COLLATERAL AGENT	88

	Section 15.1	Place of Payment.	88
	Section 15.2	Payment by Wire Transfer	88
	Section 15.3	Tax Information	89
	Section 15.4	Appointment	90
	Section 15.5	Incorporation by Reference	90
	Section 15.6	Appointment of Notes Agent	90


SECTION 16.		EXPENSES, ETC	91

	Section 16.1	Transaction Expenses	91
	Section 16.2	Certain Taxes	91
	Section 16.3	Survival	92

SECTION 17.		SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	92

SECTION 18.		AMENDMENT AND WAIVER	92

	Section 18.1	Requirements	92
	Section 18.2	Solicitation of Holders of Notes	93
	Section 18.3	Binding Effect, Etc.	93
	Section 18.4	Notes Held by the Issuers, Etc.	94

SECTION 19.		NOTICES	94

SECTION 20.		REPRODUCTION OF DOCUMENTS	95

SECTION 21.		CONFIDENTIAL INFORMATION	95

SECTION 22.		SUBSTITUTION OF PURCHASER	97

SECTION 23.		CO-ISSUER RELATIONSHIP	97

SECTION 24.		MISCELLANEOUS	102

	Section 24.1	Successors and Assigns	102
	Section 24.2	Accounting Terms	102
	Section 24.3	Severability	103
	Section 24.4	Construction, Etc.	103
	Section 24.5	Counterparts	103
	Section 24.6	Governing Law	104
	Section 24.7	Jurisdiction and Process; Waiver of Jury Trial	104
	Section 24.8	Intercreditor Agreement	105
	Section 24.9	USA PATRIOT Act	105
	Section 24.10	Limitations on Recourse	105
	Section 24.11	Certain Tax Matters	106


EXHIBITS

EXHIBIT A	—	Defined Terms

EXHIBIT B-1	—	Form of 6.31% Senior Notes due June 30, 2045

EXHIBIT B-2	—	Form of Additional Senior Note

EXHIBIT B-3	—	Form of Subordinate Note

EXHIBIT C	—	Form of Supplemental NPA

EXHIBIT D	—	Form of Opinion of Special Counsel for the Obligors

EXHIBIT E	—	Form of Insurance Consultant Certificate

EXHIBIT F	—	Form of Independent Engineer Certificate

EXHIBIT G	—	Form of Market Consultant Certificate

EXHIBIT H	—	Form of Operating Statement

EXHIBIT I	—	Form of Annual Operating Budget

EXHIBIT J	—	Form of Joinder Agreement

EXHIBIT K	—	Form of Subordination Agreement

EXHIBIT L	—	Form of Operations and Maintenance Agreement

EXHIBIT M	—	Form of Transmission Consultant Certificate

SCHEDULES

SCHEDULE 5.4	—	Subsidiaries of the Obligors and Ownership of Subsidiary Stock

SCHEDULE 5.7	—	Litigation

SCHEDULE 5.8	—	Taxes

SCHEDULE 5.15	—	Indebtedness

SCHEDULE 5.17	—	Energy Regulatory Matters

SCHEDULE 5.27	—	Material Project Document Force Majeure Events

SCHEDULE 10.1	—	Transactions with Affiliates

SCHEDULE 10.5	—	Permitted Liens

SCHEDULE 10.6	—	Permitted Indebtedness

SCHEDULE 10.10(B)	—	Restrictions on Subsidiary Dividends

SCHEDULE 10.12	—	Tax Credits and Other Tax-Related Matters


SCHEDULE A-1	—	Knowledge Persons

SCHEDULE A-2	—	Projects

SCHEDULE A-3	—	Material Project Documents and Tax Equity Documents

SCHEDULE A-4	—	Delayed Draw Amounts

SCHEDULE A-5	—	Concentration Limits

SCHEDULE A-6	—	Payment Schedule

SCHEDULE A-7	—	Community Solar Projects

PURCHASER SCHEDULE	—	Information Relating to Initial Purchasers

vii

MN8 PORTFOLIO IV LLC AND MN8 MULBERRY BESS HOLDCO LLC

1155 Avenue of the Americas

New York, New York 10036

6.31% Senior Notes due June 30, 2045

July 9, 2025

TO EACH OF THE PURCHASERS LISTED IN

THE PURCHASER SCHEDULE HERETO,

HSBC BANK USA, N.A., AS FIRST LIEN COLLATERAL AGENT

HSBC BANK USA, N.A., AS INTERCREDITOR AGENT

AND HSBC BANK USA, N.A., AS NOTES AGENT:

Ladies and Gentlemen:

MN8 PORTFOLIO IV LLC, a Delaware limited liability company (the “Portfolio Issuer”) and MN8 Mulberry BESS HoldCo LLC, a Delaware limited liability company (the “Co-Issuer” and together with the Portfolio Issuer, the “Issuers” and each an, “Issuer”), each Portfolio Holding Company (together with each other Person that becomes a party hereto as a guarantor in accordance with Section 13, collectively, the “Guarantors”, and together with the Issuers, the “Obligors”), MN8 Portfolio IV HoldCo LLC, a Delaware limited liability company (“Portfolio Pledgor”), and GSRP Leroy Blocker LLC, a Delaware limited liability company (“Co-Issuer Pledgor” and, together with Portfolio Pledgor, the “Pledgors” and, each, a “Pledgor”), agree with each of the purchasers under the caption “INITIAL PURCHASERS” on the signature pages hereof (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”) and each purchaser that executes and delivers a Supplemental NPA as provided in Section 1.3 (each, together with each Initial Purchaser, a “Purchaser” and, collectively with the Initial Purchasers, the “Purchasers”), HSBC Bank USA, N.A., not in its individual capacity but solely as first lien collateral agent appointed in accordance herewith (together with its successors and assigns in such capacity, the “First Lien Collateral Agent”), HSBC Bank USA, N.A., not in its individual capacity but solely as Intercreditor Agent (as defined herein) and HSBC Bank USA, N.A., not in its individual capacity but solely as the Notes Agent (as defined herein) appointed in accordance herewith, as follows:

SECTION 1. AUTHORIZATION OF NOTES.

Section 1.1 Amount; Establishment of Series; Definitions.

The Issuers will authorize the issue and sale, subject to the terms and conditions of this Agreement, of (i) up to $346,200,000 aggregate principal amount of its guaranteed senior secured notes as provided in Section 1.2(a), (ii) up to $55,000,000 aggregate principal amount of its guaranteed senior secured notes as provided in Section 1.2(b), and (iii) up to $173,800,000 aggregate principal amount of its guaranteed senior secured notes as provided in Section 1.2(c). In addition, each Issuer may issue and sell, subject to the terms and conditions of this Agreement,

(a) additional guaranteed senior secured notes substantially in the form of Exhibit B-2 as provided in Section 1.3 (the “Additional Senior Notes” and together with the Initial Notes the “Senior Notes”, such terms to include any Senior Notes issued in substitution therefor pursuant to Section 14) and (b) subordinated notes substantially in the form of Exhibit B-3 as provided in Section 1.4 (the “Subordinate Notes”, such term to include any Subordinate Notes issued in substitution therefor pursuant to Section 14). The Additional Senior Notes and Subordinate Notes may be issued in one or more series (each a “Series” of Notes), subject to compliance with the terms and conditions of this Agreement. Certain capitalized and other terms used in this Agreement are defined in Exhibit A and, for purposes of this Agreement, the rules of construction set forth in Section 24.4 shall govern.

Section 1.2 The Initial Notes.

Each Issuer will authorize, as the initial Series of Senior Notes hereunder, (a) the issue and sale, at the Initial Closing, of $346,200,000 aggregate principal amount of its 6.31% Senior Notes due June 30, 2045 (the “Initial Closing Notes”), (b) the issue and sale, on the First Delayed Draw Issuance Date, of up to $55,000,000 aggregate principal amount of its 6.31% Senior Notes due June 30, 2045 (the “First Delayed Draw Closing Notes”), and (c) the issue and sale, on the Second Delayed Draw Issuance Date, of up to $173,800,000 aggregate principal amount of its 6.31% Senior Notes due June 30, 2045 (the “Second Delayed Draw Closing Notes” and, together with the Initial Closing Notes and the First Delayed Draw Closing Notes, the “Initial Notes”). The Initial Notes shall be substantially in the form set out in Exhibit B-1, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. The Initial Notes shall be treated as a single Series for all purposes under this Agreement.

Section 1.3 Issuance of Notes.

Each Series of Notes (other than the Initial Notes) will be issued pursuant to a supplemental note purchase agreement substantially in the form of Exhibit C (each, a “Supplemental NPA”), and will be subject to the following terms and conditions:

(a) the designation of each Series of Notes shall distinguish the Notes of one Series from the Notes of all other Series;

(b) each Supplemental NPA shall specify whether the Series of Notes issued pursuant thereto shall constitute Additional Senior Notes or Subordinate Notes;

(c) the Notes of each Series of Additional Senior Notes shall rank pari passu in right of payment with the Notes of each other Series of Senior Notes;

(d) subject to Section 1.3(f), each Series of Additional Senior Notes or Subordinate Notes shall be dated the date of issue, shall bear interest at such rate or rates, shall mature on such date or dates, if any, as are provided in the Supplemental NPA under which such Additional Senior Notes or Subordinate Notes are issued, may be issued in such denominations, may be subject to payment of such Make-Whole Amount or premium or without premium, may contain tax indemnification provisions, and provisions for the exchange or transfer of such

Additional Senior Notes or Subordinate Notes and may have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplemental NPA;

(e) any additional, or more restrictive (or otherwise more favorable to holders), covenants, prepayment events, events of default, holder rights or similar provisions (including tax indemnification provisions) that are added by a Supplemental NPA for the benefit of any Additional Senior Notes to be issued pursuant to such Supplemental NPA shall apply to all outstanding Senior Notes, whether or not the Supplemental NPA so provides, but shall only apply to all outstanding Subordinate Notes if the applicable Supplemental NPA so provides, and any additional, or more restrictive, covenants, events of default, rights or similar provisions that are added by a Supplemental NPA for the benefit of any Subordinate Notes to be issued pursuant to such Supplemental NPA shall apply to all outstanding Notes, whether or not the Supplemental NPA so provides;

(f) (i) the Additional Senior Notes shall have a final maturity date not earlier than the Maturity Date of the Initial Notes and a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Initial Notes, and the Additional Senior Notes shall not be prepayable or redeemable except in connection with any offer to repay or optional redemption on a pro rata basis with all Senior Notes then outstanding and, where relevant, the Senior Notes of holders accepting such offer to repay or upon acceleration thereof;(ii) the Subordinate Notes of any Series shall have a final maturity date not earlier than at least one year after the latest Maturity Date of the Senior Notes then outstanding and a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Senior Notes then outstanding; and (iii) the Subordinate Notes shall not be prepayable or redeemable prior to the repayment in full of all Senior Notes at any time outstanding, except that, so long as no Default or Event of Default then exists, the Issuers shall be permitted to offer to repay or redeem Subordinate Notes (and complete such offer) (x) in circumstances where (A) the Issuers have made a mandatory offer to repay or redeem required pursuant to this Agreement or a voluntary offer to repay or redeem to all holders of the Senior Notes, (B) each such offer made to the holders of Senior Notes specifies the Issuers’ intention to make an offer to the holders of Subordinate Notes to repay or redeem their Subordinate Notes (such an offer described in clauses (A) and (B), a “Senior Notes Offer”), and (C) the mandatory or voluntary offer to the holders of Subordinate Notes is made subject to the Issuers completing the repayment or redemption of the Senior Notes to such holders that accept the Issuers’ Senior Notes Offer, (y) so long as the Distribution Conditions have been satisfied, with cash otherwise available for transfer in the Distribution Reserve Account, or (z) with the proceeds of any equity contributions to the Issuers;

(g) except to the extent provided in clauses (d) or (e) above or as otherwise specified in this Agreement, all of the provisions of this Agreement shall apply to the Notes of each Series; and

(h) the issuance of Additional Senior Notes or any Subordinate Notes shall be subject to the satisfaction of the conditions set forth in Section 4.5.

The Purchasers of the Initial Notes or any Additional Senior Notes or Subordinate Notes are under no obligation to purchase any subsequent Series of Notes.Upon the issuance of any Additional Senior Notes or Subordinate Notes, each Issuer shall, at its expense, provide, or cause to be provided, to each holder the Supplemental NPA entered into in connection with such Notes.

Section 1.4 Subordinate Notes.

The Supplemental NPA pursuant to which any Series of Subordinate Notes is issued shall specify whether or not the Subordinate Notes of such Series will be unsecured or entitled to the benefits of a second priority Lien on the Collateral, subject to Section 1.5. A second lien collateral agent shall be appointed pursuant to any Supplemental NPA in respect of any Series of Subordinate Notes that will be entitled to a second priority Lien on the Collateral, such second lien collateral agent shall enter into a joinder to the Intercreditor Agreement and such Series of Subordinate Notes shall be subject to the terms of the Intercreditor Agreement. Any Series of unsecured Subordinate Notes shall be subject, notwithstanding any provision hereof or of any Supplemental NPA to the contrary, to the terms of a subordination agreement substantially in the form of Exhibit K or any other form of subordination agreement satisfactory to the Required Holders (any such subordination agreement actually entered into, the “Subordination Agreement”). If at any time a Default or an Event of Default has occurred and is continuing, holders of Subordinate Notes shall not be entitled to any vote hereunder, other than in respect of matters related exclusively to Subordinate Notes, as provided in Section 18, or as expressly provided in the Intercreditor Agreement or Subordination Agreement, as applicable; provided that, this restriction on voting will cease to apply once all Senior Notes outstanding have been repaid in full in cash and cancelled.

Section 1.5 Priority of Security.

(a) Subject to the provisions of this Agreement, all Senior Notes, as soon as issued, shall rank pari passu and be secured equally and ratably by the Collateral without discrimination or preference with all other Senior Notes as if all of the Senior Notes had been issued simultaneously. Any Series of Subordinate Notes that is entitled to the benefits of the Collateral pursuant to the terms of the Supplemental NPA for such Series shall be secured by a second priority Lien on the Collateral pursuant to Second Lien Security Documents in accordance with the Intercreditor Agreement. Any Series of Subordinate Notes may rank senior to, junior to or pari passu with one or more other Series of Subordinate Notes; provided that in all events the Subordinate Notes will be subordinate to the Senior Notes as provided in this Agreement, the Intercreditor Agreement and any applicable Subordination Agreement.

(b) The Collateral is for the equal and ratable benefit and security of all the First Lien Secured Parties, subject to the terms of the Intercreditor Agreement, without any preference or priority of any Senior Note of any Series over any other Senior Note of any Series.

(c) The Senior Notes shall rank prior to the Subordinate Notes in respect of any Liens and security interests created by the Security Documents. The priority of the Senior Notes over the Subordinate Notes shall be effective in all events and in all circumstances and, without limiting the generality of the foregoing, such priority shall be effective notwithstanding the dates of issue or delivery of any Notes, the dates of any advances evidenced or collaterally

secured by any Notes, the dates of enforcement of remedies following an Event of Default pursuant to the terms of this Agreement or any Supplemental NPA or the rules of priority established under Applicable Law.

SECTION 2. SALE AND PURCHASE OF THE INITIAL NOTES.

Section 2.1 Sale and Purchase of the Initial Closing Notes.

Subject to the terms and conditions of this Agreement, the Issuers will issue, on a joint and several basis, and sell to each Initial Purchaser, and each Initial Purchaser will purchase from the Issuers, at the Initial Closing provided for in Section 3.1, Initial Closing Notes in the principal amount specified in respect of the Initial Closing Notes opposite such Initial Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 2.2 Sale and Purchase of the First Delayed Draw Closing Notes.

Subject to the terms and conditions of this Agreement, the Issuers will issue, on a joint and several basis, and sell to each Initial Purchaser, and each Initial Purchaser will purchase from the Issuers, at the First Delayed Draw Closing provided for in Section 3.2, First Delayed Draw Closing Notes in the principal amount specified in respect of the First Delayed Draw Closing Notes opposite such Initial Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 2.3 Sale and Purchase of the Second Delayed Draw Closing Notes.

Subject to the terms and conditions of this Agreement, the Issuers will issue, on a joint and several basis, and sell to each Initial Purchaser, and each Initial Purchaser will purchase from the Issuers, at the Second Delayed Draw Closing provided for in Section 3.3, Second Delayed Draw Closing Notes in the principal amount specified in respect of the Second Delayed Draw Closing Notes opposite such Initial Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

SECTION 3. CLOSINGS

Section 3.1 Initial Closing.

Subject to the satisfaction of the conditions set forth in Section 4.1, the sale and purchase of the Initial Closing Notes to be purchased by each Purchaser shall occur at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at 10:00 a.m., New York

time, at a closing (the “Initial Closing”) on July 9, 2025. At the Initial Closing, the Issuers will deliver to each Initial Purchaser the Initial Closing Notes to be purchased by such Initial Purchaser in the form of a single Initial Closing Note (or such greater number of Initial Closing Notes in denominations of at least $100,000 as such Initial Purchaser may request) dated the date of the Initial Closing and registered in such Initial Purchaser’s name (or in the name of its nominee), against delivery by such Initial Purchaser to the Issuers or their order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuers in accordance with the funding instructions delivered pursuant to Section 4.1(j). If at the Initial Closing the Issuers shall fail to tender such Initial Closing Notes to any Initial Purchaser as provided above in this Section 3.1, or any of the conditions specified in Section 4.1 shall not have been fulfilled to such Initial Purchaser’s satisfaction, such Initial Purchaser shall, at its election, be relieved of all further obligations under this Agreement in respect of Initial Closing Notes, without thereby waiving any rights such Initial Purchaser may have by reason of such failure by the Issuers to tender such Initial Closing Notes or any of the conditions specified in Section 4.1 not having been fulfilled to such Initial Purchaser’s satisfaction.

Section 3.2 First Delayed Draw Closing.

Subject to the satisfaction of the conditions set forth in Section 4.2, the sale and purchase of the First Delayed Draw Closing Notes to be purchased by each Purchaser shall occur at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at 10:00 a.m., New York time, at a closing (the “First Delayed Draw Closing”) on August 29, 2025 (the date of the First Delayed Draw Closing, the “First Delayed Draw Issuance Date”). At the First Delayed Draw Closing, the Issuers will deliver to each Initial Purchaser the First Delayed Draw Closing Notes to be purchased by such Initial Purchaser in the form of a single First Delayed Draw Closing Note (or such greater number of First Delayed Draw Closing Notes in denominations of at least $100,000 as such Initial Purchaser may request) dated the date of the First Delayed Draw Closing and registered in such Initial Purchaser’s name (or in the name of its nominee), against delivery by such Initial Purchaser to the Issuers or their order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuers in accordance with the funding instructions delivered pursuant to Section 4.2(i). If at the First Delayed Draw Closing the Issuers shall fail to tender such First Delayed Draw Closing Notes to any Initial Purchaser as provided above in this Section 3.2, or any of the conditions specified in Section 4.2 shall not have been fulfilled to such Initial Purchaser’s satisfaction, such Initial Purchaser shall, at its election, be relieved of all further obligations under this Agreement in respect of First Delayed Draw Closing Notes, without thereby waiving any rights such Initial Purchaser may have by reason of such failure by the Issuers to tender such First Delayed Draw Closing Notes or any of the conditions specified in Section 4.2 not having been fulfilled to such Initial Purchaser’s satisfaction.

Section 3.3 Second Delayed Draw Closing.

Subject to the satisfaction of the conditions set forth in Section 4.3, the sale and purchase of the Second Delayed Draw Closing Notes to be purchased by each Purchaser shall occur at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at 10:00

a.m., New York time, at a closing (the “Second Delayed Draw Closing”) on December 15, 2025 (the date of the Second Delayed Draw Closing, the “Second Delayed Draw Issuance Date”). At the Second Delayed Draw Closing, the Issuers will deliver to each Initial Purchaser the Second Delayed Draw Closing Notes to be purchased by such Initial Purchaser in the form of a single Second Delayed Draw Closing Note (or such greater number of Second Delayed Draw Closing Notes in denominations of at least $100,000 as such Initial Purchaser may request) dated the date of the Second Delayed Draw Closing and registered in such Initial Purchaser’s name (or in the name of its nominee), against delivery by such Initial Purchaser to the Issuers or their order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuers in accordance with the funding instructions delivered pursuant to Section 4.3(i). If at the Second Delayed Draw Closing the Issuers shall fail to tender such Second Delayed Draw Closing Notes to any Initial Purchaser as provided above in this Section 3.3, or any of the conditions specified in Section 4.3 shall not have been fulfilled to such Initial Purchaser’s satisfaction, such Initial Purchaser shall, at its election, be relieved of all further obligations under this Agreement in respect of Second Delayed Draw Closing Notes, without thereby waiving any rights such Initial Purchaser may have by reason of such failure by the Issuers to tender such Second Delayed Draw Closing Notes or any of the conditions specified in Section 4.3 not having been fulfilled to such Initial Purchaser’s satisfaction.

SECTION 4. CONDITIONS TO CLOSINGS AND RELEASE FROM DELAYED DRAW PROCEEDS ACCOUNT.

Section 4.1 Conditions to Initial Closing.

Each Initial Purchaser’s obligation to purchase and pay for the Initial Closing Notes to be sold to such Initial Purchaser at the Initial Closing is subject to the fulfillment to such Initial Purchaser’s satisfaction, prior to or at the Initial Closing, of the following conditions:

(a) Representations and Warranties. The representations and warranties of each of the Obligors in this Agreement and each other Note Document to which it is a party shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) when made and at the Initial Closing.

(b) No Default. Before and immediately after giving effect to the issue and sale of the Initial Closing Notes (and the application of the proceeds thereof as contemplated by Section 5.13) and the consummation of the other transactions, including the LC Facility, at the Initial Closing, no Default or Event of Default shall have occurred and be continuing.

(i) Each Issuer shall have delivered to such Initial Purchaser an Officer’s Certificate, dated the date of the Initial Closing, certifying, as to the conditions specified in Section 4.1(a), and, to such Authorized Officer’s Knowledge, Section 4.1(b), and each other matter required to be certified by such Issuer pursuant to this Section 4.1.

(ii) Each Obligor and each Pledgor shall have delivered to such Initial Purchaser a certificate of an Authorized Officer, dated the date of the Initial Closing, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Initial Closing Notes, this Agreement and the other Note Documents to which it is a party, (B) such Obligor’s or Pledgor’s, as applicable, Organizational Documents as then in effect and (C) the names and signature of the Authorized Officers authorized to sign this Agreement on behalf of such Obligor or Pledgor, as applicable, and each other Note Document to which it is a party, and other documents to be delivered by it on the Initial Closing.

(d) Good Standing Certificates. Each Obligor and each Pledgor shall have delivered to such Initial Purchaser a certificate as to the good standing of and payment of franchise Taxes by such Obligor and Pledgor from the Secretary of State of the State of such Obligor’s or Pledgor’s, as applicable, organization dated as of a recent date.

(e) Opinion of Counsel. Such Initial Purchaser shall have received opinions in form and substance satisfactory to such Initial Purchaser, dated as of the date of the Initial Closing, (i) from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Obligors, covering New York law and Delaware law (with respect to corporate formation, authorization, execution and delivery and customary UCC security interest) matters in the form set forth on Exhibit D (and the Issuers hereby instruct their counsel to deliver such opinion to the Initial Purchasers), and (ii) from Latham & Watkins LLP, special counsel for the Initial Purchasers in connection with such transactions, covering New York law matters incident to the transactions contemplated hereby.

(f) Purchase Permitted By Applicable Law, Etc. On the date of the Initial Closing, such Initial Purchaser’s purchase of Initial Closing Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Initial Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Initial Purchaser to any penalty or liability (other than any Tax liability) under or pursuant to any applicable law or regulation. If requested by such Initial Purchaser, such Initial Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Initial Purchaser may reasonably specify to enable such Initial Purchaser to determine whether such purchase is so permitted.

(g) Payment of Fees; Taxes. Without limiting Section 16.1 or any other expense reimbursement obligation under the Note Documents, the Issuers shall have paid on or before the Initial Closing (i) the reasonable and documented fees, charges and disbursements of the Placement Agents, the First Lien Collateral Agent, the Notes Agent, the Depositary Bank, the Independent Consultants and Latham & Watkins LLP, special counsel to the Initial Purchasers, in each case, to the extent reflected in a statement of such Person rendered to the Issuers at least two Business Days prior to the Initial Closing, (ii) all recording, documentary, filing, intangible, stamp

or other similar Taxes and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Agreement and the other Note Documents and (iii) all other fees and expenses then due and payable by the Obligors pursuant to the Financing Documents to the extent reflected in a statement of the applicable payee rendered to the Issuers at least two Business Days prior to the date of the Initial Closing.

(h) CUSIP Number. A CUSIP Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Initial Notes.

(i) Sale of Other Notes. Contemporaneously with the Initial Closing, the Issuers shall sell to each Initial Purchaser, and each Initial Purchaser shall purchase, the Initial Closing Notes to be purchased by it at the Initial Closing as specified in the Purchaser Schedule.

(j) Funding Instructions; Funds Flow. At least three Business Days prior to the date of the Initial Closing, each Initial Purchaser (or its representative) shall have received written instructions signed by an Authorized Officer on letterhead of the Issuers confirming the information specified in Section 3.1 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Initial Closing Notes is to be deposited. In addition, the Issuers shall have delivered a funds flow memorandum to the Initial Purchasers setting forth the use of proceeds of the Initial Closing Notes. Each Initial Purchaser has the right, but not the obligation, upon written notice (which may be by email) to each Issuer, to elect to deliver a micro deposit (less than $51.00) to the account identified in the written instructions no later than two Business Days prior to Initial Closing. If an Initial Purchaser delivers a micro deposit, an Authorized Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by such Initial Purchaser prior to the date of the Initial Closing. The Issuers shall not be obligated to return the amount of the micro deposit, nor shall the amount of the micro deposit be netted against the Initial Purchaser’s purchase price of the Initial Closing Notes.

(k) Financing Documents. Such Initial Purchaser and the First Lien Collateral Agent shall have received certified, complete and correct copies of all of the Financing Documents (together with any amendments, supplements, schedules and exhibits thereto), duly executed and delivered by each Pledgor and each Obligor party thereto.

(l) LC Facility. The “Closing Date” under and as defined in the LC Facility Credit Agreement shall have occurred.

(m) Depositary Accounts. The Issuers and the Depositary Bank shall have established and opened the Depositary Accounts in accordance with the terms of the Depositary Agreement. The Debt Service Reserve Account, the Major Maintenance Reserve Account and the Offtaker Credit Support Reserve Account shall be funded (or the funds flow memorandum delivered pursuant to Section 4.1(j) shall reflect that it will be funded substantially contemporaneously with the Initial Closing) pursuant to and as required by the Depositary Agreement (including, as applicable, by the issuance of one or more Letters of Credit).

(n) Lien Searches. Such Initial Purchaser shall have received reports of searches of bankruptcy and litigation proceedings in respect of each Obligor, each Pledgor, each Project Company that owns a Utility Scale Project and each Subsidiary of the Obligors that directly or indirectly owns Equity Interests in such Project Company for the jurisdiction in which such Person is located and of UCC filings and tax liens, in each case reasonably satisfactory to such Initial Purchaser, in the jurisdiction of formation or organization, as applicable, of such Person, or where a filing has been or would need to be made in order to perfect the First Lien Collateral Agent’s security interest in the Collateral, together with copies of all such filings disclosed by such searches, and UCC-3 termination statements for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC-1 financing statements or fixture filings disclosed in such reports (other than any such financing statements or fixture filings in respect of Permitted Liens).

(o) Security.

(i) Valid and perfected first priority security interests (subject only to Permitted Liens) in the Collateral shall have been created in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, in each case, in form and substance reasonably satisfactory to such Initial Purchaser, and such Initial Purchaser shall have received evidence of the filing or registration of all appropriate documents and payment of all related fees and expenses in accordance with Applicable Law necessary for the creation and perfection of the Liens intended to be created by the First Lien Security Documents, all in form and substance reasonably satisfactory to such Initial Purchaser.

(ii) The equity interest certificates representing the Pledged Collateral referred to in (and as defined in) the First Lien Pledge and Security Agreement accompanied by undated transfer powers executed in blank and instruments evidencing the Pledged Collateral referred to in (and as defined in) the First Lien Pledge and Security Agreement, indorsed in blank, shall have been delivered to the First Lien Collateral Agent.

(p) Insurance. Such Initial Purchaser shall have received (i) evidence (including appropriate certificates of insurance) reasonably satisfactory to such Initial Purchaser that the insurance required to be obtained and maintained by the Obligors and their Subsidiaries pursuant to Section 9.2 is in full force and effect and (ii) a report of the Insurance Consultant addressed to, and in form and substance reasonably satisfactory to, the Initial Purchasers, discussing, among other matters, the adequacy of the insurance coverage of the portfolio, together with a certificate of the Insurance Consultant in the form of Exhibit E appropriately completed.

(q) Consultant Reports. The Issuers shall have delivered (or caused to be delivered) to each Initial Purchaser: (i) the Independent Engineer Report, together with a certificate of the Independent Engineer in the form of Exhibit F appropriately completed, (ii) the Market Consultant Report, together with a certificate of the Market Consultant in the form of Exhibit G appropriately completed, and (iii) the Transmission Consultant Report, together with a certificate of the Transmission Consultant in the form of Exhibit M appropriately completed, in

each case, in form and substance reasonably satisfactory to such Initial Purchaser. Each of the Independent Engineer Report, the Market Consultant Report and the Transmission Consultant Report shall state that (or the aforementioned certificate from the issuer of the applicable report shall state that), subject to the qualifications and assumptions set forth in such report, such Initial Purchaser shall be entitled to rely on such report.

(r) Base Case Projections. Such Initial Purchaser shall have received the base case financial model (the “Initial Base Case Projections”), in form and substance reasonably satisfactory to such Initial Purchaser (in consultation with the Independent Engineer), certified, as of the date of the Initial Closing, by an Authorized Officer as to the reasonableness of the underlying assumptions therein.

(s) Credit Rating on Initial Notes. Such Initial Purchaser shall have received a copy of a letter issued by the Applicable Rating Agency assigning at least a “BBB-” Credit Rating (or the equivalent) in respect of the Initial Notes.

(t) Litigation. There shall be no pending or, to each Issuer’s Knowledge, threatened action, suit or proceeding of or before any Governmental Authority that relates to (i) the Issuers, any other Obligor, any Subsidiary of any Obligor, or any Initial Project or (ii) to any transaction contemplated by any of the Note Documents, except, in each case, as set forth on Schedule 5.7 or that would not otherwise, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u) KYC and USA PATRIOT Act. To the extent requested by the Initial Purchasers at least 10 Business Days prior to the date of the Initial Closing, such Initial Purchasers shall have received all documentation and other information with respect to the Pledgors, the Obligors and their Subsidiaries required to allow such Initial Purchaser to comply with Applicable Law and related internal procedures relating to “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, which are applicable to the Initial Purchasers.

(v) Solvency Certificate. The Issuers shall have delivered to such Initial Purchaser certificates from an Authorized Officer certifying that, immediately after giving effect to the transactions contemplated hereunder, each Issuer and its Subsidiaries, on a consolidated basis, are Solvent.

(w) No Material Adverse Effect. Since May 16, 2025, there has been no Material Adverse Effect.

(x) Green Finance Framework. The Issuers shall have delivered the Green Finance Framework and the Second Party Opinion to the Initial Purchasers.

(y) Eligible Projects; Concentration Limits. Each Project shall be an Eligible Project. After giving effect to the transactions contemplated under this Agreement and the other Note Documents as of the Initial Closing, including concurrent acquisition of any Projects, the Issuers shall be in compliance with the Concentration Limits.

(z) Material Project Documents. Such Initial Purchaser shall have received copies of (i) each Material Project Document (including all amendments, supplements, schedules and exhibits thereto) in form and substance reasonably acceptable to such Initial Purchaser and (ii) a certificate of an Authorized Officer of each Issuer, dated the date of the Initial Closing, certifying that such Material Project Documents are true, correct and complete copies and are in full force and effect.

(aa) Tax Equity Documents. Such Initial Purchaser shall have received (i) copies of each Tax Equity Document (including all amendments, supplements, schedules and exhibits thereto) in form and substance reasonably acceptable to such Initial Purchaser, and (ii) a certificate of an Authorized Officer of each Issuer, dated the date of the Initial Closing, certifying that such Tax Equity Documents are true, correct and complete copies of such documents, and that such documents are in full force and effect.

(bb) Repayment of Existing Credit Facilities; Release of Existing Liens. Any amounts outstanding under the Existing Credit Facilities the repayment of which is a condition to the release of liability (other than in respect of indemnity or similar obligations that, by the terms of the Existing Credit Facilities, expressly survive termination thereof) of, or Liens granted by, the applicable Project Company (other than a Delayed Draw Project Company) or any Subsidiary of an Issuer that owns Equity Interests in such Project Company (other than a Delayed Draw Project Company) shall have been or shall simultaneously with the purchase and sale of the Initial Closing Notes be repaid in full (such repayments, the “Existing Credit Facilities Initial Closing Required Repayment”), and such Initial Purchaser shall have received (i) a payoff statement from the applicable agent in respect of the Existing Credit Facilities, in form and substance reasonably satisfactory to such Initial Purchaser, confirming such repayment amounts, and (ii) evidence reasonably satisfactory to such Initial Purchaser that all Liens in respect of such Existing Credit Facilities with respect to the Projects (other than the Delayed Draw Projects) have been released or shall be released concurrently with the purchase and sale of the Initial Closing Notes on the date of the Initial Closing, including with the filing of appropriate UCC3 termination statements.

Section 4.2 Conditions to First Delayed Draw Closing.

Each Initial Purchaser’s obligation to purchase and pay for the First Delayed Draw Closing Notes to be sold to such Initial Purchaser at the First Delayed Draw Closing is subject to the fulfillment to such Initial Purchaser’s satisfaction, prior to or at the First Delayed Draw Closing, of the following conditions:

to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(b) No Default. Before and immediately after giving effect to the issue and sale of the First Delayed Draw Closing Notes (and the application of the proceeds thereof as contemplated by Section 5.13), no Default or Event of Default shall have occurred and be continuing.

(i) Each Issuer shall have delivered to such Initial Purchaser an Officer’s Certificate, dated the date of the First Delayed Draw Closing, certifying, as to the conditions specified in Section 4.2(a) and Section 4.2(q), and, to such Authorized Officer’s Knowledge, Section 4.2(b), and each other matter required to be certified by such Issuer pursuant to this Section 4.2.

(ii) Each Obligor and each Pledgor shall have delivered to such Initial Purchaser a certificate of an Authorized Officer, dated the date of the First Delayed Draw Closing, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the First Delayed Draw Closing Notes, this Agreement and the other Note Documents to which it is a party, (B) such Obligor’s or Pledgor’s, as applicable, Organizational Documents as then in effect and (C) the names and signature of the Authorized Officers authorized to sign the First Delayed Draw Closing Notes on behalf of such Obligor, as applicable, and other documents to be delivered by it on the First Delayed Draw Closing (if any).

(d) Good Standing Certificates. Each Obligor and each Pledgor shall have delivered to such Initial Purchaser a certificate as to the good standing of and payment of franchise Taxes by such Obligor and such Pledgor from the Secretary of State of the State of such Obligor’s or Pledgor’s, as applicable, organization dated as of a recent date.

(e) Opinions of Counsel. Such Initial Purchaser shall have received a bring down of the opinion delivered pursuant to Section 4.1(e)(i), in form and substance satisfactory to such Initial Purchaser, dated as of the date of the First Delayed Draw Closing.

(f) Purchase Permitted By Applicable Law, Etc. On the date of the First Delayed Draw Closing, such Initial Purchaser’s purchase of First Delayed Draw Closing Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Initial Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Initial Purchaser to any penalty or liability (other than any Tax liability) under or pursuant to any applicable law or regulation. If requested by such Initial Purchaser, such Initial Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such

Initial Purchaser may reasonably specify to enable such Initial Purchaser to determine whether such purchase is so permitted.

(g) Payment of Fees; Taxes. Without limiting Section 16.1 or any other expense reimbursement obligation under the Note Documents, the Issuers shall have paid on or before the First Delayed Draw Closing (i) the reasonable and documented fees, charges and disbursements of the Placement Agents, the First Lien Collateral Agent, the Notes Agent, the Depositary Bank, the Independent Consultants and Latham & Watkins LLP, special counsel to the Initial Purchasers, in each case, to the extent reflected in a statement of such Person rendered to the Issuers at least two Business Days prior to the First Delayed Draw Closing, (ii) all recording, documentary, filing, intangible, stamp or other similar Taxes and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Agreement and the other Note Documents and (iii) all other fees and expenses then due and payable by the Obligors pursuant to the Financing Documents to the extent reflected in a statement of the applicable payee rendered to the Issuers at least two Business Days prior to the date of the First Delayed Draw Closing.

(h) Sale of Other Notes. Contemporaneously with the First Delayed Draw Closing, the Issuers shall sell to each Initial Purchaser, and each Initial Purchaser shall purchase, the First Delayed Draw Closing Notes to be purchased by it at the First Delayed Draw Closing as specified in the Purchaser Schedule.

(i) Funding Instructions; Funds Flow. At least three Business Days prior to the date of the First Delayed Draw Closing, each Initial Purchaser (or its representative) shall have received written instructions signed by an Authorized Officer on letterhead of the Issuers confirming the information specified in Section 3.2 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account names and numbers into which the purchase price for the First Delayed Draw Closing Notes is to be deposited. In addition, the Issuers shall have delivered a funds flow memorandum to the Initial Purchasers setting forth the use of proceeds of the First Delayed Draw Closing Notes which funds flow memorandum shall reflect that the proceeds of the First Delayed Draw Closing Notes shall be deposited in the Delayed Draw Proceeds Account for application in accordance with the Depositary Agreement. Each Initial Purchaser has the right, but not the obligation, upon written notice (which may be by email) to each Issuer, to elect to deliver a micro deposit (less than $51.00) to the account identified in the written instructions no later than two Business Days prior to the First Delayed Draw Closing. If an Initial Purchaser delivers a micro deposit, an Authorized Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by such Initial Purchaser prior to the First Delayed Draw Closing. The Issuers shall not be obligated to return the amount of the micro deposit, nor shall the amount of the micro deposit be netted against the Initial Purchaser’s purchase price of the First Delayed Draw Closing Notes.

(j) Financing Documents. Such Initial Purchaser and the First Lien Collateral Agent shall have received certified, complete and correct copies of all of the First Delayed Draw Closing Notes, duly executed and delivered by each Pledgor and each Obligor party thereto.

(k) Debt Service Reserve Account. The Debt Service Reserve Account shall be funded (or the funds flow memorandum delivered pursuant to Section 4.2(i) shall reflect that it will be funded substantially contemporaneously with the First Delayed Draw Closing) pursuant to and as required by the Depositary Agreement (including, as applicable, by the issuance of one or more DSR Letters of Credit), taking into account the issuance of the First Delayed Draw Closing Notes.

(l) Base Case Projections. Such Initial Purchaser shall have received updated Base Case Projections, in form and substance reasonably satisfactory to such Initial Purchaser to the extent necessary to reflect the issuance of the First Delayed Draw Closing Notes and any prepayments of the Notes since the date of the Initial Closing.

(m) Payment Schedule. Such Initial Purchaser shall have received an updated Payment Schedule (reasonably satisfactory to such Initial Purchaser) which shall reflect (i) the inclusion of the First Delayed Draw Closing Notes as Debt Service and (ii) any updates to the Base Case Projections (if any) in accordance with Section 4.2(l).

(n) Litigation. There shall be no pending or, to each Issuer’s Knowledge, threatened action, suit or proceeding of or before any Governmental Authority that relates to (i) the Issuers, any other Obligor, any Subsidiary of any Obligor, or any Delayed Draw Project or (ii) to any transaction contemplated by any of the Note Documents, except, in each case, as set forth on Schedule 5.7 or that would not otherwise, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o) KYC and USA PATRIOT Act. To the extent requested by the Initial Purchasers at least 10 Business Days prior to the date of the First Delayed Draw Closing, such Initial Purchasers shall have received all documentation and other information with respect to the Pledgors, the Obligors and their Subsidiaries required to allow such Initial Purchaser to comply with Applicable Law and related internal procedures relating to “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, which are applicable to the Initial Purchasers.

(p) Solvency Certificate. The Issuers shall have delivered to such Initial Purchaser certificates from an Authorized Officer certifying that, immediately after giving effect to the transactions contemplated hereunder, each Issuer and its Subsidiaries, on a consolidated basis, are Solvent.

(q) Outside Delayed Draw Proceeds Account Withdrawal Date. The First Delayed Draw Closing Project is reasonably expected to become an Eligible Project on or prior to the Outside Delayed Draw Proceeds Account Withdrawal Date.

Section 4.3 Conditions to Second Delayed Draw Closing.

Each Initial Purchaser’s obligation to purchase and pay for the Second Delayed Draw Closing Notes to be sold to such Initial Purchaser at the Second Delayed Draw Closing is subject to the

fulfillment to such Initial Purchaser’s satisfaction, prior to or at the Second Delayed Draw Closing, of the following conditions:

(b) No Default. Before and immediately after giving effect to the issue and sale of the Second Delayed Draw Closing Notes (and the application of the proceeds thereof as contemplated by Section 5.13), no Default or Event of Default shall have occurred and be continuing.

(i) Each Issuer shall have delivered to such Initial Purchaser an Officer’s Certificate, dated the date of the Second Delayed Draw Closing, certifying, as to the conditions specified in Section 4.3(a) and Section 4.3(q), and, to such Authorized Officer’s Knowledge, Section 4.3(b), and each other matter required to be certified by such Issuer pursuant to this Section 4.3.

(ii) Each Obligor and each Pledgor shall have delivered to such Initial Purchaser a certificate of an Authorized Officer, dated the date of the Second Delayed Draw Closing, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Second Delayed Draw Closing Notes, this Agreement and the other Note Documents to which it is a party, (B) such Obligor’s or Pledgor’s, as applicable, Organizational Documents as then in effect and (C) the names and signature of the Authorized Officers authorized to sign the Second Delayed Draw Closing Notes on behalf of such Obligor, as applicable, and other documents to be delivered by it on the Second Delayed Draw Closing (if any).

(d) Good Standing Certificates. Each Obligor and each Pledgor shall have delivered to such Initial Purchaser a certificate as to the good standing of and payment of franchise Taxes by such Obligor and such Pledgor from the Secretary of State of the State of such Obligor’s or Pledgor’s, as applicable, organization dated as of a recent date.

(f) Purchase Permitted By Applicable Law, Etc. On the date of the Second Delayed Draw Closing, such Initial Purchaser’s purchase of Second Delayed Draw Closing Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Initial Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Initial Purchaser to any penalty or liability (other than any Tax liability) under or pursuant to any applicable law or regulation. If requested by such Initial Purchaser, such Initial Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Initial Purchaser may reasonably specify to enable such Initial Purchaser to determine whether such purchase is so permitted.

(g) Payment of Fees; Taxes. Without limiting Section 16.1 or any other expense reimbursement obligation under the Note Documents, the Issuers shall have paid on or before the Second Delayed Draw Closing (i) the reasonable and documented fees, charges and disbursements of the Placement Agents, the First Lien Collateral Agent, the Notes Agent, the Depositary Bank, the Independent Consultants and Latham & Watkins LLP, special counsel to the Initial Purchasers, in each case, to the extent reflected in a statement of such Person rendered to the Issuers at least two Business Days prior to the Second Delayed Draw Closing, (ii) all recording, documentary, filing, intangible, stamp or other similar Taxes and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Agreement and the other Note Documents and (iii) all other fees and expenses then due and payable by the Obligors pursuant to the Financing Documents to the extent reflected in a statement of the applicable payee rendered to the Issuers at least two Business Days prior to the date of the Second Delayed Draw Closing.

(h) Sale of Other Notes. Contemporaneously with the Second Delayed Draw Closing, the Issuers shall sell to each Initial Purchaser, and each Initial Purchaser shall purchase, the Second Delayed Draw Closing Notes to be purchased by it at the Second Delayed Draw Closing as specified in the Purchaser Schedule.

(i) Funding Instructions; Funds Flow. At least three Business Days prior to the date of the Second Delayed Draw Closing, each Initial Purchaser (or its representative) shall have received written instructions signed by an Authorized Officer on letterhead of the Issuers confirming the information specified in Section 3.3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account names and numbers into which the purchase price for the Second Delayed Draw Closing Notes is to be deposited. In addition, the Issuers shall have delivered a funds flow memorandum to the Initial Purchasers setting forth the use of proceeds of the Second Delayed Draw Closing Notes which funds flow memorandum shall reflect that the proceeds of the Second Delayed Draw Closing Notes shall be deposited in the Delayed Draw Proceeds Account for application in accordance with the Depositary Agreement. Each Initial Purchaser has the right, but not the obligation, upon written notice (which may be by email) to each Issuer, to elect to deliver a micro deposit (less than $51.00) to the account identified in the written instructions no later than two Business Days prior to the

Second Delayed Draw Closing. If an Initial Purchaser delivers a micro deposit, an Authorized Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by such Initial Purchaser prior to the Second Delayed Draw Closing. The Issuers shall not be obligated to return the amount of the micro deposit, nor shall the amount of the micro deposit be netted against the Initial Purchaser’s purchase price of the Second Delayed Draw Closing Notes.

(j) Financing Documents. Such Initial Purchaser and the First Lien Collateral Agent shall have received certified, complete and correct copies of all of the Second Delayed Draw Closing Notes, duly executed and delivered by each Pledgor and each Obligor party thereto.

(k) Debt Service Reserve Account. The Debt Service Reserve Account shall be funded (or the funds flow memorandum delivered pursuant to Section 4.3(i) shall reflect that it will be funded substantially contemporaneously with the Second Delayed Draw Closing) pursuant to and as required by the Depositary Agreement (including, as applicable, by the issuance of one or more DSR Letters of Credit), taking into account the issuance of the Second Delayed Draw Closing Notes.

(l) Base Case Projections. Such Initial Purchaser shall have received updated Base Case Projections, in form and substance reasonably satisfactory to such Initial Purchaser to the extent necessary to reflect the issuance of the Second Delayed Draw Closing Notes and any prepayments of the Notes since the date of the First Delayed Draw Closing.

(m) Payment Schedule. Such Initial Purchaser shall have received an updated Payment Schedule (reasonably satisfactory to such Initial Purchaser) which shall reflect (i) the inclusion of the Second Delayed Draw Closing Notes as Debt Service and (ii) any updates to the Base Case Projections (if any) in accordance with Section 4.3(l).

(n) Litigation. There shall be no pending or, to each Issuer’s Knowledge, threatened action, suit or proceeding of or before any Governmental Authority that relates to (i) the Issuers, any other Obligor, any Subsidiary of any Obligor, or any Second Delayed Draw Closing Project or (ii) to any transaction contemplated by any of the Note Documents, except, in each case, as set forth on Schedule 5.7 or that would not otherwise, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o) KYC and USA PATRIOT Act. To the extent requested by the Initial Purchasers at least 10 Business Days prior to the date of the Second Delayed Draw Closing, such Initial Purchasers shall have received all documentation and other information with respect to the Pledgors, the Obligors and their Subsidiaries required to allow such Initial Purchaser to comply with Applicable Law and related internal procedures relating to “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, which are applicable to the Initial Purchasers.

(p) Solvency Certificate. The Issuers shall have delivered to such Initial Purchaser certificates from an Authorized Officer certifying that, immediately after giving effect

to the transactions contemplated hereunder, each Issuer and its Subsidiaries, on a consolidated basis, are Solvent.

(q) Outside Delayed Draw Proceeds Account Withdrawal Date. Each Second Delayed Draw Closing Project is reasonably expected to become an Eligible Project on or prior to the Outside Delayed Draw Proceeds Account Withdrawal Date.

Section 4.4 Conditions to Release of Funds from Delayed Draw Proceeds Account.

On any date on or after which a Delayed Draw Project becomes an Eligible Project, the Issuers shall be permitted to cause the Depositary Bank, in accordance with the Depositary Agreement, to withdraw and transfer funds from the Delayed Draw Proceeds Account, in an amount equal to the Delayed Draw Amount in respect of such Delayed Draw Project, subject, in each case, to the reasonable satisfaction of (or waiver by) the Super-Majority Holders of the following conditions (any such date on which such a withdrawal and transfer occurs, a “Delayed Draw Proceeds Account Withdrawal Date”):

(a) Representations and Warranties. The representations and warranties of each of the Obligors in this Agreement and each other Note Document to which it is a party shall be true and correct in all material respects as of such Delayed Draw Proceeds Account Withdrawal Date (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of such Delayed Draw Proceeds Account Withdrawal Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(b) No Default. Before and immediately after giving effect to the withdrawal and transfer of funds in an amount equal to the applicable Delayed Draw Amount from the Delayed Draw Proceeds Account (and the application of the proceeds thereof as contemplated by Section 5.13), no Default or Event of Default shall have occurred and be continuing.

(c) Ownership of Delayed Draw Project Companies. The Issuers own directly or indirectly 100% of the Equity Interests (other than any Equity Interests held by a Tax Equity Investor) in the applicable Delayed Draw Project Company and the Super-Majority Holders have received evidence reasonably satisfactory to the Super-Majority Holders that such Delayed Draw Project Company and each Subsidiary of any Issuer that directly or indirectly owns Equity Interests in such Delayed Draw Project Company is not liable for any Indebtedness (other than permitted pursuant to Section 10.6) and is free and clear of any Liens (other than Permitted Liens).

(d) Compliance Certificates.

(i) Each Issuer shall have delivered to the Notes Agent an Officer’s Certificate, dated as of such Delayed Draw Proceeds Account Withdrawal Date, certifying, as to the conditions specified in Section 4.4(a), Section 4.4(s) and Section 4.4(t), and, to such Authorized Officer’s Knowledge,

Section 4.4(b), and each other matter required to be certified by such Issuer pursuant to this Section 4.4.

(ii) Each New Obligor shall have delivered to the Notes Agent a certificate of an Authorized Officer, dated as of such Delayed Draw Proceeds Account Withdrawal Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the other Note Documents to which it is a party, (B) such New Obligor’s Organizational Documents as then in effect and (C) the names and signature of the Authorized Officers authorized to sign this Agreement on behalf of such New Obligor, as applicable, and each other Note Document to which it is a party, and other documents to be delivered by it on such Delayed Draw Proceeds Account Withdrawal Date.

(e) Good Standing Certificates. Each New Obligor shall have delivered to the Notes Agent a certificate as to the good standing of and payment of franchise Taxes by such New Obligor from the Secretary of State of the State of such New Obligor’s organization dated as of a recent date.

(f) Opinions of Counsel. If reasonably requested by the Super-Majority Holders, the Notes Agent shall have received a bring down of the opinion delivered pursuant to Section 4.1(e)(i), in form and substance satisfactory to the Super-Majority Holders, dated as of such Delayed Draw Proceeds Account Withdrawal Date.

(g) [Reserved]

(h) Debt Service Reserve Account. After giving effect to any transfer in accordance with Section 3.12(b) of the Depositary Agreement, the Debt Service Reserve Account shall be funded to its then required level pursuant to and in accordance with the Depositary Agreement (including, as applicable, by the issuance of one or more DSR Letters of Credit (as defined in the Depositary Agreement)).

(i) Lien Searches. The Notes Agent shall have received reports of searches of bankruptcy and litigation proceedings in respect of each Delayed Draw Project Company and each Subsidiary of the Issuer that directly or indirectly owns Equity Interests in such Delayed Draw Project Company for the jurisdiction in which such Delayed Draw Project Company or Subsidiary is located and of UCC filings and tax liens, in each case reasonably satisfactory to the Super-Majority Holders, in the jurisdiction of formation or organization, as applicable, of such Delayed Draw Project Company or Subsidiary, or where a filing has been or would need to be made in order to perfect the First Lien Collateral Agent’s security interest in the Collateral, together with copies of all such filings disclosed by such searches, and UCC-3 termination statements for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC-1 financing statements or fixture filings disclosed in such reports (other than any such financing statements or fixture filings in respect of Permitted Liens).

(j) Delayed Draw Proceeds Account Withdrawal Certificate. Each Issuer shall have delivered to the Depositary Bank a Delayed Draw Proceeds Account Withdrawal Certificate, dated as of such Delayed Draw Proceeds Account Withdrawal Date, in accordance with Section 3.12(b) of the Depositary Agreement and reasonably satisfactory to the Super-Majority Holders.

(k) Security.

(i) Valid and perfected first priority security interests (subject only to Permitted Liens) in the Collateral with respect to each New Obligor shall have been created in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, in each case, in accordance with Section 13.6 and in form and substance reasonably satisfactory to the Super-Majority Holders, and each New Obligor shall have duly executed and delivered to (i) the First Lien Collateral Agent and the Notes Agent, a Joinder Agreement or such other documentation reasonably acceptable to the Super-Majority Holders for each New Obligor to become a Guarantor pursuant to this Agreement, and (ii) the First Lien Collateral Agent, a “Security Agreement Supplement” (as defined in the First Lien Pledge and Security Agreement), or such other documentation reasonably acceptable to the First Lien Collateral Agent for each New Obligor to become a “Grantor” (as defined in the First Lien Pledge and Security Agreement) pursuant to the First Lien Pledge and Security Agreement. The First Lien Collateral Agent and the Notes Agent shall have received evidence of the filing or registration of all appropriate documents and payment of all related fees and expenses in accordance with Applicable Law necessary for the creation and perfection of the Liens intended to be created by the First Lien Security Documents.

(ii) The equity interest certificates representing the Pledged Collateral referred to in (and as defined in) the First Lien Pledge and Security Agreement related to each New Obligor in connection with such Delayed Draw Project accompanied by undated transfer powers executed in blank and instruments evidencing such Pledged Collateral referred to in (and as defined in) the First Lien Pledge and Security Agreement indorsed in blank, shall have been delivered to the First Lien Collateral Agent.

(iii) The Issuers shall have delivered to the Notes Agent updated Schedule A-2, Schedule A-3, Schedule 5.4, Schedule 5.7, Schedule 5.8, Schedule 5.15, Schedule 5.17, Schedule 5.27, Schedule 10.1, Schedule 10.5, Schedule 10.6, Schedule 10.10(b) and Schedule 10.12 to this Agreement updating solely to the extent necessary to reflect any New Obligor (and such Delayed Draw Project) and reasonably satisfactory to the Super-Majority Holders.

(l) [Reserved]

(m) Bring Down of the Consultant Reports. The Issuers shall have delivered (or caused to be delivered) to the Notes Agent: (i) a bring down of the Independent

Engineer Report taking into account any material updates, if any, in respect of such Delayed Draw Project since the date of the Initial Closing, together with a certificate of the Independent Engineer in the form of Exhibit F appropriately completed, (ii) a bring down of the report of the Insurance Consultant taking into account any material updates, if any, in respect of the insurance coverage for such Delayed Draw Project since the date of the Initial Closing (and the adequacy thereof), together with a certificate of the Insurance Consultant in the form of Exhibit E appropriately completed, (iii) evidence (including appropriate certificates of insurance) reasonably satisfactory to the Super-Majority Holders that the insurance required to be obtained and maintained by the Obligors and their Subsidiaries with respect to such Delayed Draw Project pursuant to Section 9.2 is in full force and effect and (iv) if more than one hundred and eighty (180) days have elapsed since the delivery of the Transmission Consultant Report pursuant to Section 4.1(q), a bring down of the Transmission Consultant Report taking into account any material updates, if any, in respect of such Delayed Draw Project since the date of the Initial Closing, together with a certificate of the Transmission Consultant in the form of Exhibit M appropriately completed, in each case, in form and substance reasonably satisfactory to the Super-Majority Holders. Such bringdown of the Independent Engineer Report, the report of the Insurance Consultant and, if applicable, Transmission Consultant Report shall state that (or the aforementioned certificate from the issuer of the applicable report shall state that), subject to the qualifications and assumptions set forth in such report, each holder shall be entitled to rely on such report.

(n) Base Case Projections; Delayed Draw Prepayment Amount. The Notes Agent shall have received either (i) a certificate from an Authorized Officer of the Issuers certifying as to the reasonableness of the underlying assumptions upon which the most recent Base Case Projections delivered pursuant to Section 4.1(r), Section 4.2(l) or Section 4.3(l), as applicable, are based or (ii) (x) updated Base Case Projections, in form and substance reasonably satisfactory to the Super-Majority Holders (in consultation with the Independent Engineer), certified, as of such Delayed Draw Proceeds Account Withdrawal Date, by an Authorized Officer as to the reasonableness of the underlying assumptions therein and satisfactory to the Super-Majority Holders and (y) the Issuers shall make an offer to all holders of the Senior Notes to prepay an aggregate principal amount of the Senior Notes in an aggregate amount equal to the Delayed Draw Prepayment Amount (if any) in accordance with Section 8.2(d)(ii) (and shall cause funds in the Delayed Draw Proceeds Account to be applied to make such prepayment in accordance with Section 3.12(b) of the Depositary Agreement).

(o) Payment Schedule. The Notes Agent shall have received an updated Payment Schedule (reasonably satisfactory to the Super-Majority Holders) which shall reflect any updates to the Base Case Projections in accordance with Section 4.4(n) (if any).

(p) O&M Agreements. To the extent the operations and maintenance agreement in respect of such Delayed Draw Project was not in full force and effect as of the date of the Initial Closing, the Issuers shall have delivered (i) an executed copy of such operations and maintenance agreement to the Notes Agent (which such operations and maintenance agreement shall in substantially the form of Exhibit L or otherwise in form and substance reasonably satisfactory to the Super-Majority Holders) and (ii) a certificate of an Authorized Officer of each Issuer, dated as of such Delayed Draw Proceeds Account Withdrawal Date, certifying that such

operations and maintenance agreement is true, correct and complete copies and are in full force and effect.

(q) Tax Equity Documents; Tax Credit Transfer Agreements. The Issuers shall have delivered an (i) executed copy of any Tax Equity Document (including any tax credit transfer agreement) in respect of such Delayed Draw Project to the Notes Agent (which such Tax Equity Document (or tax credit transfer agreement) shall be in form and substance reasonably satisfactory to the Super-Majority Holders); provided that, if (A) any such tax credit transfer agreement is on terms, take as a whole, materially consistent with the market for such terms at such time, (B) any such tax credit transfer agreement (and the transactions contemplated thereunder) could not reasonably be expected to have a Material Adverse Effect, and (C) the applicable tax credit purchaser under any such tax credit transfer agreement does not have recourse to any Obligor or any Subsidiary of an Obligor for indemnities or any other liability thereunder, then such tax credit transfer agreement shall be deemed to be reasonably satisfactory to the Super-Majority Holders; provided further that, in the case of any such consent from the Super-Majority Holders, to the extent a holder does not object to such Tax Equity Document (or tax credit transfer agreement) within fifteen (15) Business Days after it receives final versions of such Tax Equity Document (or such tax credit transfer agreement) and its consent is requested with respect to same, such holder shall be deemed to have approved such Tax Equity Document (or tax credit transfer agreement) and (ii) a certificate of an Authorized Officer of each Issuer, dated as of such Delayed Draw Proceeds Account Withdrawal Date, certifying that such Tax Equity Documents (including any tax credit transfer agreement) are true, correct and complete copies of such documents, and that such documents are in full force and effect.

(r) Material Project Documents; Tax Equity Documents. Subject to Section 4.4(p) and Section 4.4(q), there have been no changes to the versions of the Material Project Documents and Tax Equity Documents relating to such Delayed Draw Project delivered on or prior to (A) with respect to such Material Project Documents, the date of the Initial Closing and (B) with respect to such Tax Equity Documents, the date on which the applicable Tax Equity Document was approved (or deemed approved) by the Super-Majority Holders pursuant to Section 4.4(q), except for (x) any change that would not require consent of the Super-Majority Holders if such Delayed Draw Project was subject to this Agreement, or (y) any change reasonably satisfactory to the Super-Majority Holders.

(s) Eligible Projects; Concentration Limits. Such Delayed Draw Project shall be an Eligible Project. After giving effect to the transactions contemplated under this Agreement and the other Note Documents as of such Delayed Draw Proceeds Account Withdrawal Date, including the acquisition of such Delayed Draw Project, the Issuers shall be in compliance with the Concentration Limits.

(t) Cancelled Project. Such Delayed Draw Project shall not be a Cancelled Project.

(u) Repayment of Existing Credit Facilities; Release of Existing Liens.Any amounts outstanding under the Existing Credit Facilities the repayment of which is a condition to the release of liability of, or Liens granted by, the applicable Delayed Draw Project

Company (or any Subsidiary of an Issuer that owns Equity Interests in such Delayed Draw Project Company) shall have been or shall simultaneously with the withdrawal and transfer of funds in an amount equal to the applicable Delayed Draw Amount from the Delayed Draw Proceeds Account be repaid in full (such repayments, the “Existing Credit Facilities Delayed Draw Proceeds Account Withdrawal Date Required Repayment”), and the Notes Agent shall have received (i) a payoff statement from the applicable agent in respect of the Existing Credit Facilities, in form and substance reasonably satisfactory to the Super-Majority Holders, confirming such repayment amounts, and (ii) evidence reasonably satisfactory to the Super-Majority Holders that all Liens in respect of such Existing Credit Facilities with respect to such Delayed Draw Project have been released or shall be released concurrently with the withdrawal and transfer of funds in an amount equal to the applicable Delayed Draw Amount from the Delayed Draw Proceeds Account on the Delayed Draw Proceeds Account Withdrawal Date, including with the filing of appropriate UCC3 termination statements.

Section 4.5 Subsequent Notes.

The issuance and sale by the Issuers of any Series of Additional Senior Notes or Subordinate Notes from time to time is subject to the satisfaction, prior to or on the date of issuance thereof, of the conditions precedent set forth below:

(a) Representations and Warranties. The representations and warranties of each of the Obligors in this Agreement and each other Note Document to which it is a party shall be true and correct in all material respect as of the date of such issuance and sale (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the date of such issuance and sale (or, if stated to have been made on or as of an earlier date, were true and correct in all respect on or as of such earlier date); provided further that, so long as no Default or Event of Default has occurred and is continuing, the Issuers shall be permitted to deliver updated schedules to the Purchasers as of such date of issuance and such updated schedules shall qualify the representations and warranties of each of the Obligors in this Agreement for purposes of this Section 4.5(a).

(b) Execution and Delivery of Notes. Such Additional Senior Notes or Subordinate Notes shall have been duly executed and delivered by the Issuers to each Purchaser of such Series of Notes.

(c) Supplemental NPA. A Supplemental NPA pursuant to which such Series of Notes is to be issued shall have been duly executed by the Issuers and each Purchaser of such Series of Notes.

(d) Depositary Accounts. The Debt Service Reserve Account shall be funded to its then required level (taking into consideration the issuance of the Additional Senior Notes) pursuant to and as required by the Depositary Agreement (including, as applicable, by the issuance of a DSR Letter of Credit (as defined in the Depositary Agreement)). If applicable, the Supplemental Reserve Account shall be funded to its then required level (taking into consideration

the issuance of the Additional Senior Notes) pursuant to and as required by the Depositary Agreement (including, as applicable, by the issuance of a Supplemental Reserve Letter of Credit (as such term is defined in the Depositary Agreement)).

(e) Rating Condition. As of the date that the Additional Senior Notes or Subordinate Notes are issued, and immediately after giving effect thereto, the Rating Condition shall be satisfied.

(f) Debt Service Coverage Ratios. (i) With respect to Additional Senior Notes only, such Additional Senior Notes shall be sized, including Revenues from the Projects acquired in connection with the issuance of such Additional Senior Notes, to a projected minimum Debt Service Coverage Ratios for any Rolling Period through the Maturity Date greater than or equal to the Minimum Debt Service Coverage Ratios, in each case, after giving pro forma effect to the Series of Additional Senior Notes being issued and the acquisition of any Project in connection therewith pursuant to Section 10.15; and (ii) to the extent such Series of Notes are unsecured or secured on a second lien basis, the projected average Debt Service Coverage Ratio (calculated as though Debt Service were defined to include all Indebtedness of the Issuers for borrowed money that is unsecured or secured on a first priority basis or second priority basis) through the Maturity Date shall be greater than or equal to 1.2:1.0.

(g) No Default. Before and after giving effect to the issue and sale of such Additional Senior Notes or Subordinate Notes, no Default or Event of Default shall have occurred and be continuing.

(h) Intercreditor or Subordination Agreement. With respect to any Subordinate Notes, (i) if such Subordinate Notes are secured by a second Lien on the Collateral, a second lien collateral agent appointed pursuant to the applicable Supplemental NPA shall have executed and delivered to the First Lien Collateral Agent a joinder to the Intercreditor Agreement, or (ii) if such Subordinate Notes are unsecured, a note holder representative appointed pursuant to the applicable Supplemental NPA shall have executed and delivered to the First Lien Collateral Agent a Subordination Agreement.

(i) Eligible Projects; Concentration Limits. Each Project acquired in connection with the issuance of such Notes shall be an Eligible Project. After giving effect to the transactions contemplated under this Agreement and the other Note Documents as of the issuance of such Additional Senior Notes or Subordinate Notes, including the acquisition of any Eligible Projects, the Issuers shall be in compliance with the Concentration Limits.

(j) Issuance Period. Such Additional Senior Notes or Subordinate Notes shall have been issued during the period after the Second Delayed Draw Issuance Date and prior to July 9, 2028.

(k) Control. As of the date of the issuance of such Additional Senior Notes or Subordinate Notes, either (i) MN8 Energy, LLC controls each Issuer or (ii) the Issuers shall have obtained the prior consent of the Required Holders.

(l) Ownership of Additional Project Companies. The Issuers own directly or indirectly 100% of the Equity Interests (other than any Equity Interests held by a Tax Equity Investor) in the applicable Project Company that owns a Project acquired in connection with the issuance of such Notes and the Required Holders have received evidence reasonably satisfactory to the Required Holders that such Project Company and each Subsidiary of any Issuer that directly or indirectly owns Equity Interests in such Project Company is not liable for any Indebtedness (other than permitted pursuant to Section 10.6) and is free and clear of any Liens (other than Permitted Liens).

(m) Security.

(i) With respect to Additional Senior Notes only, valid and perfected first priority security interests (subject only to Permitted Liens) in the Collateral with respect to each New Obligor shall have been created in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, in each case, in accordance with Section 13.6 and in form and substance reasonably satisfactory to the Required Holders, and each New Obligor shall have duly executed and delivered to (i) the First Lien Collateral Agent and the Notes Agent, a Joinder Agreement or such other documentation reasonably acceptable to the Required Holders for each New Obligor to become a Guarantor pursuant to this Agreement, and (ii) the First Lien Collateral Agent, a “Security Agreement Supplement” (as defined in the First Lien Pledge and Security Agreement), or such other documentation reasonably acceptable to the First Lien Collateral Agent for each New Obligor to become a “Grantor” (as defined in the First Lien Pledge and Security Agreement) pursuant to the First Lien Pledge and Security Agreement. The First Lien Collateral Agent and the Notes Agent shall have received evidence of the filing or registration of all appropriate documents and payment of all related fees and expenses in accordance with Applicable Law necessary for the creation and perfection of the Liens intended to be created by the First Lien Security Documents.

(ii) With respect to Additional Senior Notes only, the equity interest certificates representing the Pledged Collateral referred to in (and as defined in) the First Lien Pledge and Security Agreement related to each New Obligor in connection with each Project acquired in connection with the issuance of such Additional Senior Notes accompanied by undated transfer powers executed in blank and instruments evidencing such Pledged Collateral referred to in (and as defined in) the First Lien Pledge and Security Agreement indorsed in blank, shall have been delivered to the First Lien Collateral Agent.

in connection with the issuance of such Notes) and reasonably satisfactory to the Required Holders.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

Each of the Obligors represents and warrants to each Initial Purchaser, as to such Obligor (and, as expressly stated in this Section 5, its Subsidiaries) as of the date of each Closing and each Delayed Draw Proceeds Account Withdrawal Date, that:

Section 5.1 Organization; Power and Authority. Such Obligor and each Project Company is duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization (except as would not be material to the interests of the holders of the Notes), and is duly qualified and in good standing in each jurisdiction in which such qualification is required by law, in each case, other than those jurisdictions as to which the failure to be duly qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Obligor has the power and authority to execute and deliver this Agreement, the Notes and the other Financing Documents to which it is a party and to perform the provisions hereof and thereof and to create the Liens intended to be created by the Security Documents. Such Obligor and each Subsidiary thereof has the power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.2 Authorization, Etc. Each of the Note Documents to which such Obligor is a party has been duly authorized by all necessary corporate or other organizational action on the part of such Person, and upon execution and delivery thereof, each Note Document will constitute, a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 Disclosure. The Issuers, through the Placement Agents, have delivered to each Purchaser a copy of the Investor Presentation, dated May 2025 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Obligors and their respective Subsidiaries. The information contained in this Agreement, the Memorandum and each other Note Document (in each case, other than projections, forward looking information, information of a general industry nature and any report delivered by a third party consultant) delivered to the Purchasers by or on behalf of the Issuers for use in connection with the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein or therein (taken as a whole) not misleading in light of the circumstances under which they were made. Except as set forth in the Memorandum, this Agreement and the other Note Documents, since May 16, 2025, there has been no change in the financial condition, operations, business, properties or prospects of the Issuers or any Subsidiary except changes that would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect. The Base Case Projections are excluded from the information covered by the immediately preceding sentence, have been prepared in good faith using assumptions believed by the Issuers to be reasonable at the time made with no assurances as to actual outcome which may deviate materially from such forecast and projections.

Section 5.4 Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4 contains (except as noted therein and except for inaccuracies that are not material) complete and correct lists of each Issuer’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar Equity Interests outstanding owned by each Issuer and each other Subsidiary and whether such Subsidiary is a Guarantor. As of the date hereof, each Issuer neither directly nor indirectly holds any Equity Interests in any Person other than as set forth on Schedule 5.4 or as would not be material to the interests of the holders of the Notes.

(b) All of the outstanding shares of capital stock or similar Equity Interests of such Obligor and each Subsidiary that is shown in Schedule 5.4 as being owned by each Issuer and its Subsidiaries have been validly issued and are owned by each Issuer or another Subsidiary free and clear of any Lien other than Permitted Liens, except as would not be material to the interests of the holders of the Notes.

(c) No Subsidiary of the Issuers is subject to any legal, regulatory, contractual or other restriction (other than any restrictions included in the Tax Equity Documents, the LC Facility or the agreements listed on Schedule 5.4 or customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Issuers or any of their Subsidiaries that owns outstanding shares of capital stock or similar Equity Interests of such Subsidiary except, with respect to any Non-Obligor Subsidiary, as would not be reasonably be expected to be Material.

(d) All of the outstanding shares of capital stock or similar Equity Interests of each Issuer have been validly issued and are owned by the applicable Pledgor free and clear of any Lien other than Permitted Liens.

Section 5.5 Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by such Obligor of this Agreement and the other Note Documents to which it is a party and the transactions contemplated hereunder or thereunder will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than Liens created pursuant to the Security Documents) in respect of any property of such Obligor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, Project Document, Tax Equity Document or any other agreement or instrument to which such Obligor or any of its Subsidiaries is bound or by which such Obligor or any of its Subsidiaries or any of their respective properties may be bound or affected, except to the extent such contravention, breach, default or Lien would not reasonably be expected to have a Material Adverse Effect, (b) conflict with or result in a breach of any of the terms, conditions or provisions

of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to such Obligor or any of its Subsidiaries, except to the extent such conflict or breach would not reasonably be expected to have a Material Adverse Effect, (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Obligor or any of its Subsidiaries, except to the extent such violation would not reasonably be expected to have a Material Adverse Effect, or (d) violate any provision of the Organizational Documents of such Obligor.

Section 5.6 Approvals, Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Obligor of this Agreement or the other Financing Documents, except for those that have already been obtained or filed and filings and recordings with respect to the Collateral to be made or otherwise delivered to the First Lien Collateral Agent for filing and/or recordation or to the extent the failure to have obtained the same would not reasonably be expected to have a Material Adverse Effect. All material Governmental Authorizations, which under Applicable Laws are required to have been obtained by such Obligor or any Subsidiary thereof (including the Project Companies) in connection with the ownership and operation of the Projects (all of the foregoing, the “Necessary Project Approvals”), have been obtained, are in full force and effect, are properly in the name of the appropriate Person and are final, and all appeal periods with respect thereto have expired or terminated, except for any such Governmental Authorizations that are reasonably expected to be obtained in the ordinary course when required or to the extent the failure to have obtained the same would not reasonably be expected to have a Material Adverse Effect. Such Obligor or its applicable Subsidiaries have performed or complied with all agreements and conditions contained in each Necessary Project Approval and all agreements and conditions contained in any agreements or documents referred to therein in each case to the extent required to be performed or complied with by it on or before the date of the applicable Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, and, subject to the foregoing, neither the Obligors nor any of their respective Subsidiaries is in default in the performance of or compliance with any of the material terms or provisions of any Necessary Project Approval, except, in each case, to the extent such noncompliance or default would not reasonably be expected to have a Material Adverse Effect.

Section 5.7 Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the Knowledge of such Obligor, threatened in writing against or affecting such Obligor, any Subsidiary of such Obligor or any property of such Obligor or any such Subsidiary (including the Projects) in any court or before any arbitrator of any kind or before or by any Governmental Authority, except as set forth on Schedule 5.7 or as would not otherwise, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither such Obligor nor any Subsidiary thereof is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including

Environmental Laws, or any of the other laws and regulations that are referred to in Section 5.18), or (iii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority, in each case of clauses (i), (ii) and (iii), which default or violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.8 Taxes.

(a) To the Knowledge of such Obligor and its Subsidiaries during the applicable Pre-Ownership Period and without regard to the Knowledge of such Obligor and its Subsidiaries thereafter, each Obligor and its Subsidiaries has timely filed or caused to be filed (taking into account any extensions) all income Tax returns and other material Tax returns, information statements and reports required to have been filed and has paid or caused to be paid all Taxes shown to be due and payable on such returns and any other Material Taxes imposed on or asserted against such Obligor or Subsidiary or its assets or property by any Governmental Authority, except those subject to a Good-Faith Contest, and, to the Knowledge of each Obligor, no Tax Liens (other than Permitted Liens) have been filed against any Obligor or its Subsidiaries or its assets or property and no Tax claims are being asserted with respect to such Taxes against any Obligor or its Subsidiaries or its assets or property.

(b) Except as set forth on Schedule 5.8 or as would not reasonably be expected to be material, to the Knowledge of such Obligor during the applicable Pre-Ownership Period and without regard to the Knowledge of such Obligor thereafter, each Issuer and each Subsidiary of the Issuers is, and has at all times since its formation been, properly treated as an entity that is disregarded as separate from its owner or as a partnership (that is not a “publicly traded partnership” as defined in Code Section 7704(b)) for U.S. federal tax purposes (and any similar or corresponding state or local tax purposes).

(c) Except as set forth on Schedule 5.8 or as would not reasonably be expected to be material, to the Knowledge of such Obligor during the applicable Pre-Ownership Period and without regard to the Knowledge of such Obligor thereafter, none of the Issuers or any of their Subsidiaries has taken, or to the extent within the control of the Issuers or any of their Subsidiaries, has permitted any Person to take, any action that would reasonably be expected to result in any Issuer or any of its Subsidiaries being treated as a corporation, or an association taxable as a corporation, for U.S. federal tax purposes (or any similar or corresponding state or local tax purposes).

(d) Neither such Obligor nor any Subsidiary thereof is party to any tax sharing agreement with any Person or any other agreement pursuant to which it is liable for the material Taxes of another Person (including with any Affiliate of such Obligor or any Subsidiary thereof) other than in connection with the Tax Equity Documents or customary provisions contained in any agreements entered into in the ordinary course of business and not primarily related to Taxes.

(e) Neither such Obligor nor any Subsidiary thereof has any outstanding liability for any payment of amounts with respect to material Taxes of any other Person (other than another Obligor or Subsidiary thereof) as a result of being a member of an Affiliated, consolidated,

combined or unitary group, or as a result of succeeding to such liability as a result of merger, conversion or asset acquisition, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) Neither such Obligor nor any of its Subsidiaries is a Tax-Exempt Person (other than as a result of the status or ownership of any Tax Equity Investor).

(g) To the Knowledge of such Obligor during the applicable Pre-Ownership Period and without regard to the Knowledge of such Obligor thereafter, (i) no material default, inaccuracy, breach, failure, determination, event, loss or other circumstance has occurred in connection with any representation, warranty, certification, covenant, agreement or obligation by such Obligor or any of its Subsidiaries under any Tax Equity Document and (ii) no event, action, inaction or other circumstance has otherwise occurred which, in the case of either (i) or (ii), would reasonably be expected to result in (x) any reduction in the amount of, or any preclusion of the availability of, any Tax credit or other Tax benefit otherwise available, or reasonably expected to be available, with respect to any Project subject to a Tax Equity Document or (y) any recapture, disallowance, reduction, delay or loss of any Tax credit or other Tax benefit claimed with respect to any Project subject to a Tax Equity Document and, in the case of either (x) or (y), which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Section 5.9 Title to Property; Leases. Such Obligor and its Subsidiaries have good and valid title to, or leasehold interest in, their respective real and personal properties (including the Collateral and all Projects), in each case free and clear of Liens, other than Permitted Liens, except, with respect to any Non-Obligor Subsidiary, as would not reasonably be expected to have a Material Adverse Effect.

Section 5.10 Intellectual Property Licenses, Permits, Etc.

(a) Such Obligor and its Subsidiaries own or possess all intellectual property licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, without known conflict with the rights of others, except for any such failure to own or possess or any conflict as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) To the Knowledge of such Obligor, no product or service of such Obligor or any Subsidiary thereof infringes any intellectual property license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for any such infringement as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) To the Knowledge of such Obligor, there is no violation by any Person of any right of such Obligor or any Subsidiary thereof with respect to any intellectual property license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by such Obligor or any Subsidiary thereof, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.11 Compliance with Employee Benefit Plans.

(a) Such Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all Applicable Laws except for such instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither such Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by such Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of such Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities, except as would not reasonably be expected to have a Material Adverse Effect. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) Such Obligor and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

(d) The expected postretirement benefit obligation (determined as of the last day of each Issuer’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of such Obligor and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by each Issuer to each Initial Purchaser in the first sentence of this Section 5.11(e) is made in reliance upon and subject to the accuracy of such Initial Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Initial Purchaser.

(f) Such Obligor and its Subsidiaries do not have any Non-U.S. Plans.

Section 5.12 Private Offering by the Obligors.

(a) Neither such Obligor nor anyone acting on its behalf (other than the Placement Agents) has offered the Initial Notes or any similar Securities for sale to, or solicited any offer to buy the Initial Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Initial Purchasers and not more than 85 other Persons that are both (i) an Accredited Investor and (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, each of which has been offered the Initial Notes at a private sale for investment.

(b) Other than as set forth in Section 5.12(a), neither of the Issuers nor any of their affiliates have offered the Notes or any similar securities relating to the assets directly or indirectly owned by the Issuers during the six (6) months prior to the date of Closing to any other Person. Other than with respect to the Delayed Draw Closing Notes and the Additional Notes, the Issuers have no intention to offer Notes or any similar security during the six (6) months after the date of Closing.

(c) Neither the Issuers nor any person acting on their behalf (other than the Placement Agents) has offered or sold the Notes by any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; (2) any website posting or widely distributed e-mail; or (3) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(d) Other than the Placement Agents, the Issuers have not dealt with any broker, finder, commission agent, placement agent or arranger in connection with the sale of the Initial Notes and the transactions contemplated by this Agreement, and the Issuers are not under any obligation to pay any broker’s fee or commission in connection with such transactions other than to the Placement Agents. Neither the Issuers nor any of their Affiliates nor any other person acting on their behalf (other than its officers acting in such capacity) has solicited offers for, or offered or sold, the Notes other than through the Placement Agents.

Section 5.13 Use of Proceeds; Margin Regulations. The Issuers will apply (a) the proceeds of the sale of the Initial Closing Notes hereunder as set forth in the funds flow memorandum delivered pursuant to Section 4.1(j) and in accordance with Section 9.11, and (b) the proceeds of the sale of the applicable Delayed Draw Closing Notes hereunder (x) on the applicable Delayed Draw Issuance Date, as set forth in the applicable funds flow memorandum delivered pursuant to Section 4.2(i) or Section 4.3(i), as applicable, and (y) upon their withdrawal and transfer from the Delayed Draw Proceeds Account upon satisfaction or waiver of the conditions set forth in Section 4.4 in accordance with the Delayed Draw Proceeds Withdrawal Certificate delivered pursuant to Section 4.4(j) and in accordance with Section 9.11. No part of the proceeds from the sale of the Initial Closing Notes or the Delayed Draw Closing Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuers in a violation of Regulation X of said Board (12 CFR 224) or to involve any

broker or dealer in a violation of Regulation T of said Board (12 CFR 220), assuming no holder is a “creditor” within the meaning of Regulation T. Margin stock does not constitute more than 25% of the value of the consolidated assets of the Issuers and their Subsidiaries and each Issuer does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section 5.13, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.14 Foreign Assets Control Regulations, Etc.

(a) Neither the Pledgors nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of Economic Sanctions Laws.

(b) Within the past five years with respect to Anti-Money Laundering Laws and Anti-Corruption Laws, and since April 24, 2019 with respect to Economic Sanctions Laws, neither the Pledgors nor any Controlled Entity (including their respective officers, directors, employees and, to the knowledge of the foregoing, agents acting on their behalf) has violated in any material respect, been found in violation of or been charged or convicted under any applicable Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(i)constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by any Pledgor or any of its Controlled Entities, directly or knowingly indirectly (A) with any investment in, or any transactions or dealings with, any Blocked Person in violation of applicable Economic Sanctions Laws, (B) for any purpose that would cause any Purchaser to be in violation of any Economic Sanctions Laws or (C) otherwise in violation of any Economic Sanctions Laws;

(ii)will be used, directly or knowingly indirectly, by any Pledgor or any of its Controlled Entities in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or knowingly indirectly, by any Pledgor or any of its Controlled Entities (including their respective officers, directors, employees and agents acting on their behalf) for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) Each Issuer has established procedures and controls which it reasonably believes are adequate (and otherwise comply with Applicable Law) to ensure that each Pledgor and each of its Controlled Entities is and will continue to be in compliance with all applicable Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.15 No Other Indebtedness. After giving effect to the issuance of the Notes and the application of the proceeds thereof, other than (x) Indebtedness in the nature of letters of credit, bonds and other credit support held by Project Company counterparties and (y) as set forth on Schedule 5.15, the Indebtedness outstanding under the Financing Documents and any Indebtedness permitted pursuant to Section 10.6 are the only outstanding Indebtedness of such Obligor and its Subsidiaries.

Section 5.16 Status under Certain Statutes. Such Obligor is not required to register as an “investment company” pursuant to the Investment Company Act of 1940.

Section 5.17 Energy Regulatory.

(a) None of the Secured Parties shall, solely by reason of (i) the ownership, construction, operation and maintenance of the Projects as contemplated by the Project Documents, (ii) the sale and purchase of the Notes in accordance with this Agreement or the issuance of any Letters of Credit, (iii) the securing of the Secured Obligations by Liens on the Collateral (other than the exercise of remedies by any Secured Party) or (iv) any other transaction contemplated by this Agreement or any other Note Document, be deemed by any Governmental Authority to be, or to be subject to regulation as, an “electric utility,” “electrical corporation,” “electrical company,” “public utility” or “public utility holding company” or similar entity under any Applicable Laws of the United States, any state or any political subdivision of the United States or any state, including PUHCA and the FPA.

(b) The applicable Project Company has made all necessary filings with FERC for each Project that meets the criteria of a QF under PURPA as set forth in 18 C.F.R. § 292.204.

(c) Except as set forth on Schedule 5.17, if a Project is not exempt from PUHCA under 18 C.F.R. § 292.602, the applicable Project Company has made all necessary filings with FERC to be an EWG under PUHCA.

(d) If not exempt from the FPA or FPA Sections 204, 205 and Section 206 under 18 C.F.R. § 292.601, except as noted in this Section 5.17(d) or as set forth on Schedule 5.17, the applicable Project Company, other than the Delayed Draw Project Companies, has made all necessary filings with FERC for such Project Company to have obtained MBR Authority and such Project Company retains such MBR Authority, which is not subject to any pending challenge or investigation at FERC, and FERC has not issued any orders imposing a rate cap, mitigation measure, or other limitation on a Project Company’s authority to engage in sales pursuant to such MBR Authority, other than challenges, investigations, rate caps and mitigation measures generally applicable to wholesale sellers participating in the applicable electric market(s). The Delayed Draw Project Companies have made all necessary filings with FERC for such Delayed Draw Project Companies to obtain MBR Authority, with an effective date prior to the date that such Delayed Draw Project Companies first generate electric energy (including Test Energy).

(e) Such Obligor and its Subsidiaries are either (x) not subject to, or exempt from, regulation under the provisions of 18 C.F.R. §§ 366.2, 366.21, 366.22 and 366.23, or (y) have obtained waiver from regulation under the provisions of 18 C.F.R. §§ 366.21, 366.22 and 366.23 (the “PUHCA Exemption or Waiver”).

(f) To the Knowledge of the Issuers, except as set forth on Schedule 5.17, neither such Obligor nor any of its Subsidiaries is subject to regulation as a “public utility”, “electrical corporation”, “public service corporation” or “electric power supplier” or similar entity under relevant state laws or regulations (“State Electric Utility Regulation”).

(g) Except as set forth on Schedule 5.17, neither such Obligor nor any of its Subsidiaries has Knowledge of (i) any claim, action or assertion that has been filed, commenced, or threatened against any Project Company alleging any violation of the FPA, or (ii) any investigation with respect to any violation of the FPA that has been commenced against any Project Company, except, in each case of clauses (i) and (ii), such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.18 Environmental Matters.

(a) Neither such Obligor nor any of its Subsidiaries has Knowledge of any written claim, and no proceeding has been instituted asserting any claim against such Obligor or any Subsidiary thereof or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws by a Project, except, in each case, such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither such Obligor nor any of its Subsidiaries has Knowledge of any facts which are reasonably likely to give rise to a claim against the Obligor or any of its Subsidiaries alleging that said Obligor or Subsidiary has violated any Environmental Laws with respect to the construction, ownership or operation of a Project, except, in each case, such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Neither the Issuers nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) Neither the Issuers nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19 Labor Matters. Neither such Obligor nor any of its Subsidiaries has any employees.

Section 5.20 Solvency. Each Issuer and its Subsidiaries that are Obligors, immediately after giving effect to the incurrence of Indebtedness under the Initial Notes and the transactions contemplated by the Financing Documents, on a consolidated basis, are Solvent.

Section 5.21 Nature of Business. Such Obligor has not engaged in any business or activity other than as permitted under Section 10.3. Each Issuer has not engaged in any business activity other than the ownership of the Equity Interests of its Subsidiaries and activities incidental thereto (including the incurrence of Capital Expenditures in respect of the Projects as permitted hereby).

Section 5.22 Perfection and Priority of Lien. The provisions of the First Lien Security Documents are effective to create, in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, as security for the First Lien Obligations, a legal, valid and enforceable first priority Lien on and security interest in all of the Collateral purported to be covered by the First Lien Security Documents, and all necessary recordings and filings have been made or will be made on the date of the applicable Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, in all necessary public offices, and all other necessary and appropriate action has been taken, so that each such First Lien Security Document creates, or upon the filing of such financing statements will create, a perfected first priority Lien on and perfected security interest in all right, title and interest of such Obligor in the Collateral covered thereby, prior and superior to the rights of all third Persons and subject to no Liens other than Permitted Liens.

Section 5.23 No Default or Event of Default. After giving effect to the purchase and sale of the Notes and the consummation of the other transactions, including the applicable Closing, the application of the proceeds of the Notes, or any issuance of Letters of Credit under the LC Facility, occurring on the date of such Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, no Default or Event of Default has occurred and is continuing.

Section 5.24 No Events of Loss. No uninsured Event of Loss or Condemnation has occurred in respect of any Project that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.25 Insurance. Insurance complying in all material respects with the provisions of the Financing Documents is in full force and effect.

Section 5.26 Ranking of Obligations. This Agreement, the Notes and the other Note Documents, and the obligations of the Issuers and such Obligor evidenced hereby and thereby, are and, except in the case of the Subordinate Notes, will at all times be direct and unconditional general obligations of such Obligor party thereto and will at all times rank in right of payment at least pari passu with all other senior secured Indebtedness of such Obligor, whether now existing or hereafter outstanding.

Section 5.27 Material Project Documents; Tax Equity Documents. (a) No Subsidiary of such Obligor and, to such Obligor’s Knowledge, no other party thereto, is in default in the performance or compliance with any of the terms or provisions of any Material Project Document

or any Tax Equity Document, (b) no waiver is currently in effect with respect to any Material Project Document or any Tax Equity Document, (c) no breach or event has occurred and is continuing which, with the notice or the lapse of time or both, would constitute a default by any Subsidiary of such Obligor or, to such Obligor’s Knowledge, any counterparty to any Material Project Document or any Tax Equity Investor, (d) no Material Project Document or Tax Equity Document has been materially amended or waived from the form delivered to such Purchaser pursuant to Sections 4.1(z), 4.1(aa), 4.4(p), 4.4(q) and Error! Reference source not found., as applicable, (e) except as set forth on Schedule 5.27, no force majeure event exists under any such Material Project Document, (f) no Subsidiary of such Obligor and, to such Obligor’s Knowledge, no other party thereto, has failed to comply with all agreements and conditions contained in any Material Project Document or any Tax Equity Document required to be complied with by any such Person on or before the date of the applicable Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, and (g) as of date of each Closing, as of each Delayed Draw Proceeds Account Withdrawal Date and as of each Additional Issuance Date, all Material Project Documents and Tax Equity Documents are set forth on Schedule A-3 (as supplemented by notice from the Issuers to the Initial Purchasers on any such date other than on the date of the Initial Closing), except, in each case of clauses (a), (b), (c), (d), (e) and (f), (i) as would not reasonably be expected to have a Material Adverse Effect or (ii) solely with respect to any Tax Equity Document, for any default, inaccuracy, breach, failure, determination, event, loss or other circumstance described in Section 5.8(c) (which default, inaccuracy, breach, failure, determination, event, loss or other circumstance shall be governed exclusively by Section 5.8(c)). To such Obligor’s Knowledge, there is no outstanding material indemnity claim by any Tax Equity Investor under any Tax Equity Document. All reserves required to be funded under the Tax Equity Documents as of the date of the applicable Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, are funded in accordance with the terms thereof, except for any failure to fund such reserves as would not reasonably be expected to have a Material Adverse Effect.

Section 5.28 No Material Adverse Effect. Since May 16, 2025, or, if later, the date of the last annual audited financial statements delivered pursuant to Section 7.1(b), no event or circumstance has occurred that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.29 Utilities. With respect to each Project, all utility services, means of transportation and facilities that are necessary for the operation of such Project are available, except to the extent such lack of availability would not reasonably be expected to have a Material Adverse Effect.

SECTION 6. REPRESENTATIONS OF THE INITIAL PURCHASERS.

Section 6.1 Purchase for Investment, Etc.

(a) Each Initial Purchaser severally represents and warrants that it is purchasing the Initial Notes for its own account or for one or more separate accounts maintained by such Initial Purchaser or for the benefit of one or more Accredited Investors and not with a view to the distribution thereof, provided that the disposition of such Initial Purchaser’s or their

property shall at all times be within such Initial Purchaser’s or their control. Each Initial Purchaser understands that the Initial Notes have not been registered under the Securities Act and may be resold (i) only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by Applicable Law, and that the Issuers are not required to register the Initial Notes and (ii) in compliance with any state or other securities laws. Each Initial Purchaser further severally represents and warrants (A) that such Initial Purchaser will not sell, transfer or otherwise dispose of the Initial Notes or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act and (B) on behalf of itself and each account for which it is purchasing the Initial Notes, that such Initial Purchaser was given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Issuers possesses or can acquire without unreasonable effort or expense.

(b) Each Initial Purchaser severally represents that it is (i) an Accredited Investor and/or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

(c) Each Initial Purchaser severally represents that the purchase of Initial Notes by such Initial Purchaser has not been solicited by or through anyone other than the Issuers or the Placement Agents.

(d) Each Initial Purchaser severally represents that it is an entity described under paragraphs (1), (2), or (3) of the definition of “institutional account” in FINRA Rule 4512(c).

Section 6.2 Source of Funds. Each Initial Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Initial Purchaser to pay the purchase price of the Initial Notes to be purchased by such Initial Purchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Initial Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Initial Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such

separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Initial Purchaser to the Issuers in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Obligors that would cause the QPAM and the Issuers to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Issuers in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in each Issuer and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Issuers in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuers in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

Section 6.3 Legend: Transfer Restrictions.

(a)The Initial Purchasers are aware and acknowledge that the certificates evidencing the Notes shall be endorsed with, and the ownership statement issued under, a direct registration system or other electronic book-entry system and will bear legends setting out resale restrictions under applicable securities laws in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR STATE SECURITIES LAWS, BUT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. NO DISTRIBUTION, SALE, OFFER FOR SALE, TRANSFER, DELIVERY, PLEDGE, OR OTHER DISPOSITION OF THESE SECURITIES MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH THE ACT, ANY APPLICABLE STATE LAWS AND THE RULES AND REGULATIONS OF THE U.S. SECURITIES AND EXCHANGE COMMISSION AND STATE AGENCIES PROMULGATED THEREUNDER.”

(b) Each Initial Purchaser covenants and agrees to comply with the applicable transfer restrictions set forth in this Section 6.3, including any legend described herein, and the Issuer agrees to cause each certificate evidencing any Notes to bear the restrictive legends set forth herein until such time as the restrictive legends can be removed in accordance with applicable laws and regulations. Any transferee of a Note or any interest therein, by its acceptance thereof, shall be deemed to have made the applicable representations and be subject to the covenants set forth in Section 6 of this Agreement.

SECTION 7. INFORMATION AS TO THE ISSUERS.

Section 7.1 Financial and Business Information. The Issuers shall deliver to each holder of a Note that is an Institutional Investor:

(a) Unaudited Statements — within 90 days after the end of each quarterly fiscal period (commencing with the third fiscal quarter of 2025) in each fiscal year of the Issuers (other than the last quarterly fiscal period of each such fiscal year):

(i)an unaudited consolidated balance sheet of each Issuer and its Subsidiaries as at the end of such quarter, and

(ii)unaudited consolidated statements of income and members’ equity of each Issuer and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year (to the extent such figures are available in respect of such corresponding periods), all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, subject to changes resulting from year-end adjustments;

(b) Annual Audited Statements — within 120 days after the end of each fiscal year of the Issuers (commencing with the fiscal year ending 2025):

(i)an audited consolidated balance sheet of each Issuer and its Subsidiaries as at the end of such year, and

(ii)audited consolidated statements of income, members’ equity and cash flows of each Issuer and its Subsidiaries for such year (or, in the case of 2025, the applicable portion thereof),

in each case, audited by an independent public accountant of recognized national standing (without a “going concern” qualification) and setting forth in each case in comparative form the figures for the previous fiscal year (to the extent such figures are available in respect of such previous fiscal year), all in reasonable detail, prepared in accordance with GAAP, and accompanied by a report thereon, which report shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of the accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

(c) Notices of Litigation or Material Adverse Effect — promptly, and in any event within five Business Days after an Obligor obtains Knowledge of the existence of (i) any action, suit, investigation or proceeding pending or, to the Knowledge of any Obligor, threatened (in writing), against or affecting such Obligor or any Subsidiary thereof, in each case, that is or would reasonably expected to have a Material Adverse Effect and (ii) any other event, act or condition which would reasonably be expected to result in a Material Adverse Effect, in each case, a written notice specifying the nature and period of existence thereof and what action such Obligor or such Subsidiary is taking or proposes to take with respect thereto;

(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after an Authorized Officer becoming aware of the existence of:

(i)any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed Default hereunder or that any Person has given any notice or taken any action with respect to a claimed Default of the type referred to in Section 11(g); and

(ii)any unscheduled or material forced outage of any Utility Scale Project which continues for more than ten (10) consecutive calendar days,

in each case, with a written notice specifying the nature and period of existence thereof and what action the Issuers or their applicable Subsidiaries are taking or propose to take with respect thereto;

(e) Employee Benefits Matters — promptly, and in any event within five Business Days after an Authorized Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Issuers or an ERISA Affiliate proposes to take with respect thereto:

(i)with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;

(ii)the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Issuers or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;

(iii)any event, transaction or condition that would reasonably be expected to result in the incurrence of any liability by the Issuers or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Issuers or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or

(iv)receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Issuers or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(g) Resignation or Replacement of Auditors — within 10 days following the date on which the Issuers’ auditors resign or the Issuers definitively elect to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;

(h) Requested Information — with reasonable promptness, such other data and information relating to any Tax Equity Partnership or such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Issuers or any of their Subsidiaries or relating to the ability of the Issuers to perform its obligations hereunder and under the other Note Documents, in each case, as from time to time may be reasonably requested by any such holder of a Note;

(i) Operating Statements — concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a portfolio-level operating statement in substantially the form attached as Exhibit H, regarding the operation and performance of the Projects then in operation for the most recent applicable quarter covered thereby and for the elapsed portion of the year ended with the last day of such quarter (the “Operating Statements”);

(j) Supplemental NPAs — in the event any additional Series of Notes is issued under this Agreement (whether or not an Initial Purchaser hereunder is a purchaser thereof), promptly, and in any event within 10 Business Days after execution and delivery thereof, a true and complete copy of the Supplemental NPA pursuant to which such Series of Notes was issued and each of the documents delivered pursuant to Section 4.5(c) in connection with such issuance;

(k) Annual Operating Budget — at least 30 days prior to the beginning of each calendar year, an Annual Operating Budget for such calendar year substantially in the form of Exhibit I;

(l) Debt Service Coverage Ratio Calculations — (i) with respect to each calculation of a Debt Service Coverage Ratio under any Note Document (including, for the avoidance of doubt, any calculation of a Debt Service Coverage Ratio that is required under the applicable Note Document to be calculated as though Debt Service were defined to include all Indebtedness of the Issuers for borrowed money that is unsecured or secured on a first priority basis or second priority basis), an Officer’s Certificate demonstrating such calculation in reasonable detail and (ii) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) of this Section 7.1, a calculation of the Debt Service Coverage Ratio for the previous Rolling Period of the Issuers, together with an Officer’s Certificate demonstrating such calculation in reasonable detail;

(m) Certain Restricted Payments – promptly, and in any event within five Business Days after the making of any such Restricted Payment, a written notice of any Restricted Payment made pursuant to Section 10.7(d).

(n) Notices and Amendments under Transaction Documents – (i) promptly after delivery or receipt thereof, copies of all notices or documents in respect of any material disputes, any material defaults and any material events of force majeure given or received by any Obligor or any of its Subsidiaries pursuant to the LC Facility, any of the Material Project Documents or any of the Tax Equity Documents relating to any matter that would reasonably be expected to have a Material Adverse Effect (it being understood and agreed, for the avoidance of doubt, that this clause (n)(i) shall not require the delivery of any routine correspondence given or

received in the ordinary course of business relating to routine aspects of operation or maintenance of any Project), and (ii) within thirty (30) Business Days following the end of each quarterly fiscal period of the Issuers in which execution thereof occurs, all material amendments, waivers, supplements or other modifications to any Material Project Document or Tax Equity Document.

Section 7.2 Officer’s Certificate. Each set of financial statements delivered to a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of an Authorized Officer (a) certifying (i) that such financial statements fairly present in all material respects the financial condition and results of operations of each Issuer and its Subsidiaries, on a consolidated basis, on the dates and for the periods indicated in accordance with GAAP, subject, in the case of unaudited financial statements, to the absence of footnotes and normally recurring year-end adjustments; and (ii) that such Authorized Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, an inquiry, to such Authorized Officer’s direct reports within the Manager who are reasonably believed to have the relevant information, regarding the transactions and conditions of each Issuer and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and, to such Authorized Officer’s Knowledge on the basis of such review and inquiry, that such review and inquiry shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Issuers shall have taken or proposes to take with respect thereto, and (b) attaching an updated Schedule 5.4 listing Subsidiaries of each Issuer (or including a statement that there have been no changes to the foregoing since the date of the Initial Closing, the latest Delayed Draw Proceeds Account Withdrawal Date or the last certificate delivered pursuant to this Section 7.2, as applicable).

Section 7.3 Investor Teleconference. If requested by the Required Holders within 15 Business Days after delivery of the financial information pursuant to Section 7.1(a), the Issuers will hold and participate in a quarterly conference call for the holders to discuss each Issuer’s results of operations and other relevant topics. The Issuers will hold such conference calls not later than 15 Business Days after receiving such a request from the Required Holders, at a time to be set by the Issuers during normal business hours. Within 15 Business Days after delivery of the financial information pursuant to Section 7.1(b), the Issuers will hold and participate in an annual conference call for the holders to discuss the results of operations and other relevant topics, at a time to be set by the Issuers during normal business hours.

Section 7.4 Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered pursuant to Section 7.1(a), Section 7.1(b) and Section 7.2 shall be deemed to have been delivered if each Issuer satisfies any of the following requirements with respect thereto:

(a) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail at the e-mail address set forth in such

holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuers; or

(b) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are posted by or on behalf of the Issuers on IntraLinks or on any other similar website to which each holder of Notes has free access, or, if requested by any holder of a Note, delivered to such holder of a Note by e-mail at the e-mail address set forth in such holder’s Purchaser Schedule;

provided however, that in no case shall such access be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21); provided further, that in the case of clause (b) above, the Issuers shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 19, of such posting or filing in connection with each delivery.

Section 7.5 [Reserved].

Section 7.6 Visitation.

(a) If no Event of Default then exists, the Issuers shall permit the representatives of each holder of a Note that is an Institutional Investor, at the expense of such holder and with the consent of the Issuers, which consent will not be unreasonably withheld, to discuss the affairs, finances and accounts of the Issuers and their Subsidiaries with the Issuers’ independent public accountants; provided that such discussions shall be limited to once per calendar year in the aggregate for the holders of the Notes. The Issuers shall be permitted to participate in such discussions and any such discussions shall be subject to any applicable requirements of the Issuers’ independent public accountants.

(b) If an Event of Default exists, the Issuers shall permit the representatives of each holder of a Note that is an Institutional Investor, at the expense of the Issuers, to examine all of each Issuer’s and its Subsidiaries’ respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Issuers authorize said accountants to discuss the affairs, finances and accounts of the Issuers and their Subsidiaries), all at such times and as often as may be requested, and at such location as is mutually acceptable to the Issuers and such holder.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1 Required Payments; Maturity.

(a) On December 31, 2025 and on each Semiannual Payment Date thereafter to and including the Maturity Date, the Issuers will pay the principal amount (or such lesser principal amount as shall then be outstanding) of the Initial Notes (including, (i) from and after the Initial Closing, the Initial Closing Notes, (ii) from and after the First Delayed Draw

Closing, the First Delayed Draw Closing Notes, and (iii) from and after the Second Delayed Draw Closing, the Second Delayed Draw Closing Notes) in the amounts specified in the Payment Schedule (as adjusted pursuant to Section 8.4):

(b) Interest on each Note shall be paid in accordance with the terms of the Notes. As provided therein, the entire unpaid principal balance of each Initial Note and accrued interest thereon shall be due and payable on the Maturity Date. The Maturity Date, amortization payments and interest payments for any other Series of Notes will be as set forth in the Supplemental NPA pursuant to which such Notes are issued.

Section 8.2 Mandatory Offers to Prepay.

(a) Required Sales; Terminated PPA Sales; Loss Proceeds. If (i) the Obligors collectively receive any Net Cash Proceeds from any Required Sales or Terminated PPA Sales, and after giving pro forma effect to such Required Sale(s) or Terminated PPA Sale(s), the projected minimum Debt Service Coverage Ratios for any Rolling Period through the Maturity Date would be less than the Minimum Debt Service Coverage Ratios, in each case, on account of such Required Sale(s) or Terminated PPA Sale(s) or (ii) the Obligors collectively receive any Net Cash Proceeds in excess of $20,000,000 during a fiscal year or in excess of $90,000,000 in the aggregate since the date of the Initial Closing in respect of one or more Events of Loss, Termination Events or Condemnations, then, within 15 Business Days after receipt of such Net Cash Proceeds described in clause (i) or excess Net Cash Proceeds described in clause (ii), the Issuers shall make an offer to all holders of the Senior Notes and all holders of any other Permitted Senior Secured Indebtedness that has a substantially similar provision requiring repayment upon the receipt of such Net Cash Proceeds to prepay the maximum aggregate principal amount of the Senior Notes and such other Permitted Senior Secured Indebtedness that can be prepaid out of such Net Cash Proceeds or excess Net Cash Proceeds, as applicable (or in the case of clause (i), the minimum aggregate principal amount of the Senior Notes and such other Permitted Senior Secured Indebtedness required, after giving pro forma effect to such Required Sale(s) or Terminated PPA Sale(s) and prepayment, to maintain a projected minimum Debt Service Coverage Ratios for any Rolling Period through the Maturity Date greater than or equal to the Minimum Debt Service Coverage Ratios) at a price in cash equal to 100% of such minimum principal amount thereof plus accrued and unpaid interest, if any, to but not including the Applicable Prepayment Date; provided that, such Net Cash Proceeds (or the applicable portion of such Net Cash Proceeds) shall be excluded from the requirements of this Section 8.2(a) if (A)(x) in good faith the Issuers intend to reinvest (or commits to reinvest) directly or indirectly through their Subsidiaries all or any portion of such Net Cash Proceeds in assets useful for its business (and the business of their Subsidiaries, including the Projects), as determined in the Issuers’ sole discretion, within 365 days following receipt of the applicable proceeds by the Issuers or any Subsidiary thereof (for the avoidance of doubt, any mandatory offer to prepay the Senior Notes required pursuant to this Section 8.2(a) shall be made from the Net Cash Proceeds thereof), and any Issuer so reinvests such Net Cash Proceeds within such period or (y) if any Issuer enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, and such Issuer so reinvests (directly or indirectly through their Subsidiaries) such Net Cash Proceeds within 180 days following such 365 day period, in each case, in accordance with the Depositary Agreement

and (B) in the case of Net Cash Proceeds described in clause (i), the Rating Condition is satisfied at the time of such reinvestment to the extent that the Net Cash Proceeds to be reinvested exceed $25,000,000 for any individual Required Sale or Terminated PPA Sale or $60,000,000 in the aggregate for all Required Sales or Terminated PPA Sales. If, following its commitment to reinvest all or any portion of such Net Cash Proceeds in assets useful to its business, the Issuers are unable to do so, it will comply with this Section 8.2(a) in respect of any such uninvested proceeds within 15 Business Days after the end of the 365 day or 180 day period described in clause (y) above, as applicable. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.2(a).

(b) Asset Disposition Payments. If the Obligors collectively receive Net Cash Proceeds in excess of $35,000,000 in the aggregate from one or more Permitted Asset Sales or any other Disposition of assets as expressly permitted under this Agreement (other than Required Sales, Terminated PPA Sales, Permitted Tax Credit Sale Transactions or sales or transfers described in clause (v) of Section 10.2(a) and Dispositions described in clauses (ii) through (v) and clauses (ix), (xi) and (xiii) of Section 10.2(b)), then, within 15 Business Days after receipt of such excess Net Cash Proceeds, the Issuers shall make an offer to all holders of the Senior Notes and all holders of any other Permitted Senior Secured Indebtedness that has a substantially similar provision requiring repayment upon the receipt of such Net Cash Proceeds to prepay the maximum aggregate principal amount of the Senior Notes and such other Permitted Senior Secured Indebtedness that may be prepaid out of such excess Net Cash Proceeds at a price in cash equal to 100% of such minimum principal amount thereof plus accrued and unpaid interest, if any, to but not including the Applicable Prepayment Date; provided that such Net Cash Proceeds (or the applicable portion of such Net Cash Proceeds) up to $150,000,000 in the aggregate shall be excluded from the requirements of this Section 8.2(b) if (i) (x) in good faith the Issuers intend to reinvest (or commit to reinvest) directly or indirectly through their Subsidiaries all or any portion of such Net Cash Proceeds in assets useful for their business (and the business of their Subsidiaries, including the Projects), as determined in the Issuers’ sole discretion, within 365 days following receipt of the applicable proceeds by the Issuers or any Subsidiary thereof (for the avoidance of doubt, any mandatory offer to prepay the Senior Notes required pursuant to this Section 8.2(b) shall be made from the Net Cash Proceeds thereof), and any Issuer so reinvests such Net Cash Proceeds within such period or (y) if any Issuer enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, and such Issuer so reinvests (directly or indirectly through their Subsidiaries) such Net Cash Proceeds within 180 days following such 365 day period, in each case, in accordance with the Depositary Agreement and (ii) the Rating Condition is satisfied at the time of such reinvestment to the extent that the Net Cash Proceeds to be reinvested exceed $25,000,000 for any individual Disposition or $ 60,000,000 in the aggregate for all Dispositions. If, following their commitment to reinvest all or any portion of such Net Cash Proceeds in assets useful to their business, the Issuers are unable to do so, they shall comply with this Section 8.2(b) in respect of any such uninvested proceeds within 15 Business Days after the end of the 365 day or 180 day period described in clause (y) above, as applicable. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.2(b); provided that, once the Issuers have prepaid a principal amount of the Senior Notes with Net Cash Proceeds pursuant to this Section 8.2(b) in excess of $150,000,000 in the aggregate, any prepayment by the Issuers required pursuant to this

Section 8.2(b) shall include the Make-Whole Amount determined for the Applicable Prepayment Date with respect to the applicable principal amount.

(c) Distribution Reserve Account Amounts. The Issuers shall make an irrevocable offer to prepay the Senior Notes and other Permitted Senior Secured Indebtedness in accordance with Sections 8.2(f) and 8.4 with the amounts, and on the dates, specified, and otherwise in accordance with Section 3.3(c) of the Depositary Agreement. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.2(c).

(d) Cancelled Projects; Delayed Draw Prepayment Amount. If (i) any Delayed Draw Project becomes a Cancelled Project, the Issuers shall make an offer to all holders of the Senior Notes to prepay an aggregate principal amount of the Senior Notes in an aggregate amount equal to the aggregate Delayed Draw Amounts with respect to all such Cancelled Projects at a price in cash equal to 100% of such aggregate principal amount thereof plus accrued and unpaid interest, if any, to but not including the Applicable Prepayment Date, or (ii) on a Delayed Draw Proceeds Account Withdrawal Date with respect to a Delayed Draw Project, the updated Based Case Projections delivered pursuant to Section 4.4(n)(ii) reflect a principal amount of the Initial Notes sized based on such Delayed Draw Project (applying the same debt sizing parameters that were used to determine such principal amount in the Base Case Projections delivered pursuant to Section 4.1(r) on the date of the Initial Closing) that is less than the Delayed Draw Amount in respect of such Delayed Draw Project (such difference, a “Delayed Draw Prepayment Amount”), the Issuers shall make an offer to all holders of the Senior Notes to prepay an aggregate principal amount of the Senior Notes in an aggregate amount equal to the Delayed Draw Prepayment Amount. Any prepayment by the Issuers required pursuant to this Section 8.2(d) shall include the Make-Whole Amount determined for the Applicable Prepayment Date with respect to the applicable principal amount.

(e) Change of Control. Upon the occurrence of a Change of Control, the Issuers shall make to each of the holders of the Senior Notes an offer to repay the entire principal amount of the Senior Notes at 101% of the outstanding principal amount thereof, together with accrued and unpaid interest thereon, but without any Make-Whole Amount or any other premium or penalty, in the manner and to the extent specified in Section 8.2(f), and shall advise each such holder of the circumstances giving rise to such Change of Control.

(f) Notice Requirements for Mandatory Offers to Prepay. In the event that the Issuers are required to make any offer to prepay the Senior Notes pursuant to this Section 8.2, the Issuers will give each holder of Senior Notes and the Notes Agent written notice of such prepayment under this Section 8.2 not less than 10 days (or such shorter period as is required in order to make such prepayment in accordance with the terms of the Depositary Agreement) and not more than 60 days prior to the date fixed for such prepayment unless the Issuers and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify (i) such date (the “Applicable Prepayment Date”) fixed for such prepayment (which shall be a Business Day), (ii) that the Issuers are irrevocably offering to make such prepayment and fixing the date (the “Initial Section 8.2 Acceptance Deadline Date”) by which

each holder must notify the Issuers in writing if such holder is accepting such prepayment of Senior Notes (which date shall be five Business Days prior to the Applicable Prepayment Date (or such later date as is required in order to make such prepayment in accordance with the terms of the Depositary Agreement)), and (iii) the aggregate principal amount of the Senior Notes subject to prepayment on such date (the “Applicable Aggregate Prepayment Amount”), the principal amount of each Senior Note held by such holder subject to prepayment (determined in accordance with Section 8.4 and subject, in the case of a prepayment made pursuant to this Section 8.2 (and, if applicable, the additional offer for prepayment pursuant to this Section 8.2(f)), to redetermination in accordance with this Section 8.2(f)), and the interest, premium or Make-Whole Amount, if applicable, to be paid on the prepayment date with respect to such principal amount being prepaid (all in accordance with the terms of the Depositary Agreement), and shall be accompanied by a certificate of an Authorized Officer, setting forth the details of such computation. If any holder declines, or fails to accept in writing, the initial offer of prepayment to be made pursuant to Sections 8.2(a), (b), (c), (d) or (e) as of the Initial Section 8.2 Acceptance Deadline Date, such holder shall be deemed to have waived its right to have its Senior Notes prepaid on the Applicable Prepayment Date under Section 8.2 and the Issuers shall make an additional irrevocable offer to prepay the Senior Notes to each holder of Senior Notes that accepted such initial offer to prepay, in an aggregate amount equal to the aggregate principal amount of the Senior Notes initially offered to be prepaid pursuant to Sections 8.2(a), (b), (c), (d) or (e) but declined or not accepted as of the Initial Section 8.2 Acceptance Deadline Date, following which such additional offer each holder that is a recipient thereof must notify the Issuers in writing on or prior to the date (the “Additional Section 8.2 Acceptance Deadline Date”) that is three Business Days prior to the Applicable Prepayment Date (or such later date as is required in order to make such prepayment in accordance with the terms of the Depositary Agreement) if such holder is accepting the additional prepayment of Senior Notes. If any holder declines, or fails to accept in writing, the additional offer of prepayment made pursuant to the immediately prior sentence as of the Additional Section 8.2 Acceptance Deadline Date, such holder shall be deemed to have waived its right to have its Senior Notes prepaid in the amount set forth in such additional offer on the Applicable Prepayment Date, without prejudice to any amounts to which such holder may be entitled as a result of its acceptance of the Issuers’ initial offer to prepay pursuant to this Section 8.2. In the event a holder of a Senior Note notifies the Issuers in writing no later than the applicable Initial Section 8.2 Acceptance Deadline Date that such holder is accepting the Issuers’ initial offer to prepay its Senior Notes in accordance with this Section 8.2, the Issuers shall prepay the applicable amount of such holder’s Senior Notes determined in accordance with Section 8.4(a). In the event a holder of a Senior Note notifies the Issuers in writing no later than the applicable Additional Section 8.2 Acceptance Deadline Date that such holder is accepting the Issuers’ additional offer to prepay its Senior Notes in accordance with this Section 8.2(f), the Issuers shall, in addition to the amount contemplated by the immediately preceding sentence, prepay the applicable amount of such holder’s Senior Notes determined in accordance with Section 8.4(b). In the event that the aggregate amount of the actual prepayment of Senior Notes under Section 8.2 plus the actual prepayment of Senior Notes pursuant to the additional irrevocable offer of prepayment pursuant to this Section 8.2(f) is less than the Applicable Aggregate Prepayment Amount, the amount by which the Applicable Aggregate Prepayment Amount exceeds such aggregate amount of such actual prepayment shall be applied first to repay Indebtedness as required pursuant to the LC Facility Credit Agreement, including the payment of any

reimbursement obligations under any letter of credit loans then outstanding under the LC Facility, and any applicable Additional Permitted Senior Secured Indebtedness Documents (as defined in the Intercreditor Agreement) and then transferred to the Distribution Reserve Account in accordance with the Depositary Agreement (or, to the extent already on deposit in and credited to the Distribution Reserve Account, shall remain in the Distribution Reserve Account).

(g) Excess Net Cash Proceeds After Prepayment. To the extent that the aggregate amount of Senior Notes tendered pursuant to an offer to prepay the Senior Notes pursuant to this Section 8.2 is less than the amount of such Net Cash Proceeds that is received, the Issuers may, after application of any such Net Cash Proceeds to repay Indebtedness as required pursuant to the LC Facility Credit Agreement and any applicable Additional Permitted Senior Secured Indebtedness Documents (as defined in the Intercreditor Agreement), use any remaining Net Cash Proceeds for general corporate purposes, subject to other covenants contained in this Agreement.

(h) Notwithstanding anything in this Section 8.2 to the contrary, in the event that the terms of any other Permitted Senior Secured Indebtedness require the prepayment (or cash collateralization) thereof in the circumstances requiring an offer to prepay the Senior Notes pursuant to this Section 8.2, the amount of such other Permitted Senior Secured Indebtedness required to be prepaid or cash collateralized shall be deemed to be tendered in full pursuant to such offer to prepay, and the amount or proceeds required to be applied to prepayment pursuant to this Section 8.2 shall be applied ratably to the prepayment (or cash collateralization) of such other Permitted Senior Secured Indebtedness and to the Senior Notes tendered pursuant to such offer to prepay, together with accrued interest thereon, as applicable.

(i) Notwithstanding anything in this Agreement to the contrary, in the event that one or more holders declines, or fails to accept in writing, the initial offer of prepayment to be made pursuant to Section 8.2(f) as of the Initial Section 8.2 Acceptance Deadline Date, the Issuers shall promptly deliver to each such holder all documentation and other information with respect to the transferee (as a result of the applicable Change of Control) as has been requested in writing by any such holder required to allow each such holder to comply with Applicable Law and related internal procedures relating to “know your customer” and customary anti-money laundering rules and regulations, including the USA PATRIOT Act.

Section 8.3 Optional Prepayments with Make-Whole Amount.

(a) The Issuers may, at their option, upon notice as provided below and, if applicable, in accordance with Section 1.3(f)(iii) with respect to Subordinate Notes, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $500,000 and integral multiples of $0.01 in excess of such amount (the “Authorized Denominations”) or, in each case, the lesser amount as is then outstanding, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount (unless such prepayment is made within 90 days of the Maturity Date of the respective Series of Notes to be prepaid, in which case no Make-Whole Amount will be payable).

(b) The Issuers will give each holder of Notes and the Notes Agent written notice of each optional prepayment under this Section 8.3 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Issuers and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of an Authorized Officer as to the estimated Make-Whole Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation; provided that, notwithstanding anything herein to the contrary, any such notice delivered pursuant to this Section 8.3 may state that such notice is conditioned upon the effectiveness of or receipt of proceeds of other Indebtedness, in which case such notice may be revoked by the Issuers (by notice to the holders of Notes on or prior to the date that is two Business Days in advance of the date fixed for such prepayment) if such condition is not expected to be satisfied. Two Business Days prior to such prepayment, the Issuers shall deliver to each holder of Notes a certificate of an Authorized Officer specifying the calculation of such Make-Whole Amount, if any, as of the specified prepayment date.

Section 8.4 Allocation of Repayments and Partial Prepayments. In the case of each repayment of the Notes pursuant to Section 8.1, and each partial prepayment of the Notes pursuant to Section 8.2 or Section 8.3, the principal amount of the Notes to be prepaid shall be allocated (a) in the case of any prepayment made pursuant to Sections 8.2(a), (b), (c), (d) or (e) in connection with the Issuers’ initial offer of prepayment contemplated therein and in Section 8.2(f), among all of the Senior Notes at the time outstanding that are held by holders who have agreed to accept such prepayment in accordance with Section 8.2 in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment, (b) in the case of any prepayment made pursuant to Section 8.2(f) in connection with the Issuers’ additional offer of prepayment contemplated therein, among all of the Senior Notes at the time outstanding that are held by holders who have agreed to accept such offer of prepayment in accordance with Section 8.2(f) in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment (after accounting for any amounts determined pursuant to the foregoing clause (a)), and (c) in all other cases, among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. All prepayments of the Senior Notes made pursuant to Section 8.2 and all optional prepayments of the Notes made pursuant to Section 8.3 shall be applied pro rata to any remaining principal payments on the Notes, and in the case of the Initial Notes, the amortization schedule set forth in such Section 8.1 shall be adjusted accordingly (provided that, in connection with a prepayment of the Senior Notes pursuant to Section 8.2(d)(i), the Issuers shall provide updated Base Case Projections to the Notes Agent updated solely to reflect such prepayment and to remove the applicable Delayed Draw Project, certified, as of the date of such prepayment, by an Authorized Officer of the Issuers as to the reasonableness of the underlying assumptions therein).

Section 8.5 Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount (at a price equal to 101% of the principal amount prepaid in the case of a prepayment made in accordance with Section 8.2(e), but otherwise without any penalty or premium) of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuers shall fail to pay such principal amount (at a price equal to 101% of the principal amount prepaid in the case of a prepayment made in accordance with Section 8.2(e), but otherwise without any penalty or premium) when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuers and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.6 Purchase of Notes. At any time and from time to time, any Obligor or any Affiliate thereof may purchase Senior Notes pursuant to a call for tenders given to all holders of the Senior Notes by notice given in accordance with Section 19, which notice shall specify the purchase date (which shall not be earlier than 15 days after the giving of such notice), the purchase price and the place of payment thereof. Any such call for tenders shall provide that the terms and conditions for such purchase shall be the same for all Senior Notes except to the extent that the respective purchase prices differ for different Series of Senior Notes as a result of differences in interest rates or payment or maturity dates. If an aggregate principal amount of the Senior Notes is tendered which is greater than that offered to be purchased, such tendered Senior Notes shall be purchased on a pro rata basis in the proportion, as nearly as practicable, which the principal amount of Senior Notes tendered by each holder bears to the principal amount of Senior Notes tendered by all holders of Senior Notes. None of the Obligors will, nor permit any Affiliate (or, solely if purchased, redeemed or acquired on the date of any Closing or the date of any issuance of Senior Notes or Subordinate Notes thereafter, any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Issuers or any of their Subsidiaries) to, purchase, redeem or otherwise acquire any of the outstanding Senior Notes except as provided for herein or purchase, redeem or otherwise acquire any outstanding Subordinate Notes (except for any redemptions permitted pursuant to Section 1.3(f)). The Issuers will promptly cancel all Senior Notes acquired by any Obligor or any Affiliate (or, solely if acquired on the date of any Closing or the date of any issuance of Senior Notes or Subordinate Notes thereafter, any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Issuers or any of their Subsidiaries) thereof and no Senior Notes may be issued in substitution or exchange for any such Senior Note.

Section 8.7 Make-Whole Amount.

The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to

such Called Principal by (ii) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.3 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.8 Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except as set forth in clause (y), any regular quarterly payment of principal and interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal due on the Maturity Date or Make-Whole Amount on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 8.9 Withholding. Any and all payments by or on account of any obligation of any Obligor hereunder or under any other Financing Document, including payments of interest on, principal of, Make-Whole Amount on or other amount with respect to any Note, shall be made without any deduction or withholding for any Taxes or fees of any kind whatsoever, unless the obligation to deduct or withhold is required by Applicable Law. If any such deduction or withholding is required by Applicable Law, payments by or on account of any obligation of any Obligor hereunder or under any other Financing Document shall be made net of such deduction or withholding (including, for the avoidance of doubt, any deduction or withholding under FATCA) and such deducted or withheld amounts shall be timely remitted to the appropriate Tax authority.

Section 8.10 Calculations. Neither the First Lien Collateral Agent nor the Notes Agent is responsible for any calculations in this Article VIII or in any section of this Agreement, and each shall rely on the Issuers for any and all such calculations where applicable.

SECTION 9. AFFIRMATIVE COVENANTS.

Each Obligor covenants that, as to such Obligor, so long as any of the Notes are outstanding:

Section 9.1 Compliance with Laws.

(a) Without limiting Section 10.4, or any other provision hereof or of any other Note Document, each Obligor will, and will cause each of its Subsidiaries to, comply with all Applicable Laws and applicable Governmental Authorizations to which each of them is subject (including ERISA, Environmental Laws, and the other laws and regulations that are referred to in Section 5.13, the FPA, PUHCA, PURPA and the other laws and regulations that are referred to in Section 5.17), in each case to the extent necessary to ensure that non-compliance with such Applicable Laws would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Notwithstanding the foregoing clause (a) of this Section 9.1, each Obligor will, and will cause each of its Subsidiaries to, comply in all material respects with the USA PATRIOT Act and all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Economic Sanctions Laws.

Section 9.2 Insurance. Each Obligor will, and will cause each of its Subsidiaries to, without cost to the First Lien Collateral Agent or any other Secured Party, maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of and commercially available to entities of established reputations engaged in the same or a similar business and similarly situated; provided that such insurance as is required to be maintained by the applicable Tax Equity Documents shall be deemed customary for purposes of this Section 9.2.

Section 9.3 Maintenance of Properties. Each Obligor will, and will cause each of its Subsidiaries to, operate, maintain and keep, or cause to be operated, maintained and kept, their respective properties (including the Projects and the assets of the Projects) (a) in good repair, working order and condition (other than ordinary wear and tear) and (b) in a manner in accordance in all material respects with the applicable Project Documents and Prudent Industry Practice, so that the business carried on in connection therewith may be properly conducted at all times, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4 Payment of Taxes and Claims.

(a) Each Obligor will, and will cause each of its Subsidiaries to pay and discharge all Taxes before such Taxes become delinquent, except those for which (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings and for which such Obligor or such Subsidiary, as the

case may be, has established adequate reserves therefor in accordance with GAAP on the books of such Obligor or such Subsidiary or (ii) the nonpayment of all such Taxes would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor will, and will cause each of its Subsidiaries to, file all Tax Returns required to be filed in any jurisdiction, except where the failure to file such Tax Returns would not reasonably be expected to result in a Material Adverse Effect.

(b) In the event the Issuers or any of their Subsidiaries receives a notice of final partnership administrative adjustment under section 6231(a)(3) of the Code that would, with the passing of time, result in an “imputed underpayment” imposed on such Person, as that term is defined in section 6225 of the Code, the Issuers shall or shall cause the applicable Subsidiary (to the extent within the control of the Issuers) to, at least five days before the date required by law, (x) timely elect pursuant to section 6226 of the Code to make inapplicable to such Person the requirements in section 6225 of the Code to pay the “imputed underpayment” as that term is used in that section, (y) comply with all of the requirements and procedures required in connection with such election, and (z) provide evidence of such election to each Purchaser.

Section 9.5 Corporate Existence, Etc. Subject to Section 10.2, (a) each Obligor will at all times preserve and keep its corporate (or other organizational) existence in full force and effect and (b) each Obligor will cause each of its Subsidiaries to at all times preserve and keep its corporate (or other organizational) existence in full force and effect, in each case except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Obligor will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect all rights and franchises of such Obligor and its Subsidiaries unless, in the good faith judgment of the Issuers, the failure to preserve and keep in full force and effect such right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6 Books and Records. Each Obligor will, and will cause each of its Subsidiaries to, maintain proper books of record and account in all material respects in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Obligor or such Subsidiary, except, with respect to any Non-Obligor Subsidiary, as would not be Material. Each Obligor will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets, except, with respect to any Non-Obligor Subsidiary, as would not be Material.

Section 9.7 Necessary Project Approvals. Each Obligor will, and will cause each of its Subsidiaries to, maintain in full force and effect and, in the name of the applicable Subsidiary, all Necessary Project Approvals, except where such failure would not reasonably be expected to have a Material Adverse Effect.

Section 9.8 Performance of Obligations. Each Obligor will, and will cause each of its Subsidiaries to, perform all of its material obligations, and pursue all its material rights and remedies, under each Project Document and Tax Equity Document to which it is a party, except for such nonperformance or non-pursuit as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 9.9 Payment of Notes. The Issuers will pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes.

Section 9.10 Maintenance of Title. Each Obligor will, and will cause each of its Subsidiaries to, preserve and maintain good and valid title to, or leasehold interest in, as applicable, all of its real and personal properties and assets (including the Projects), in each case, free and clear of any Liens other than Permitted Liens, except to the extent such failure would not reasonably be expected to have a Material Adverse Effect.

Section 9.11 Use of Proceeds. The Issuers will, and will cause each of their Subsidiaries to, use the proceeds of the Notes (including the proceeds of the applicable Delayed Draw Closing Notes, upon their withdrawal and transfer from the Delayed Draw Proceeds Account upon satisfaction or waiver of the conditions set forth in Section 4.4) to finance or refinance, in whole or in part, costs of Eligible Green Projects in accordance with the Green Bond Principles and the Green Finance Framework and as set forth in (i) with respect to the proceeds of the Initial Closing Notes, the funds flow memorandum delivered pursuant to Section 4.1(j), or (ii) with respect to the proceeds of the applicable Delayed Draw Closing Notes, (x) on the applicable Delayed Draw Issuance Date, as set forth in the funds flow memorandum delivered pursuant to Section 4.2(i) and Section 4.3(i), as applicable, and (y) upon their withdrawal and transfer from the Delayed Draw Proceeds Account upon satisfaction or waiver of the conditions set forth in Section 4.4 in accordance with the applicable Delayed Draw Proceeds Account Withdrawal Certificate delivered pursuant to Section 4.4(j), as applicable, including financings or refinancings of, or investments in, equipment and systems which generate or facilitate the generation or storage of energy from renewable sources, such as solar energy, and the owners thereof. Specifically, the Issuers will, and will cause each of their Subsidiaries to, use the proceeds of the Notes (including the proceeds of the applicable Delayed Draw Closing Notes, upon their withdrawal and transfer from the Delayed Draw Proceeds Account upon satisfaction or waiver of the conditions set forth in Section 4.4) (a) to fund ongoing working capital requirements with respect to the Projects, (b) to make a special distribution to the Parent on the date of the Initial Closing or any Delayed Draw Proceeds Account Withdrawal Date, as applicable, in the amount set forth in the funds flow memorandum delivered pursuant to Section 4.1(j) or in the amount set forth in a Delayed Draw Proceeds Account Withdrawal Certificate delivered pursuant to Section 4.4(j), as applicable, or the corresponding provision of the applicable Supplemental NPA (including the amounts set forth in such funds flow memorandum or such Delayed Draw Proceeds Account Withdrawal Certificate, as applicable, to repay existing Indebtedness, if any (including the Existing Credit Facilities Initial Closing Required Repayment, any Existing Credit Facilities Delayed Draw Proceeds Account Withdrawal Date Required Repayment and any other Indebtedness of Parent and certain of its Affiliates)), (d) to pay transaction fees and expenses associated with the issuance of the Notes and the closing of the LC Facility, and (e) for general corporate purposes.

Section 9.12 Credit Ratings. The Issuers shall (a) cause a Rating Agency to provide (and continue to provide) a Credit Rating on the Initial Notes and (b) deliver, once annually, and in each case promptly upon receipt by the Issuers, to the then-registered holders a ratings letter (or similar evidence) from the Applicable Rating Agency indicating the then-current Credit Rating on the Senior Notes. The Issuers agree to request that the Applicable Rating Agency include the CUSIP

Number or Private Placement Number (if any) for each Series of Notes in any rating letter it may provide in accordance with this Section 9.12 and provide a statement that such letter may be shared with the holders’ regulatory and self-regulatory bodies (including the Securities Valuation Office of the NAIC) and auditors of any holder of the Initial Notes without need for a non-disclosure agreement with a Rating Agency; provided, however, the parties hereto acknowledge and agree that failure by the Applicable Rating Agency to include the CUSIP Number or Private Placement Number (if any) or such statement for each Series of Notes in such rating letter shall not result in any breach, default or non-compliance by the Issuers hereunder.

Section 9.13 Further Assurances. Each Obligor will, and will cause each of its Subsidiaries to, take all such further actions and execute all such further documents and instruments as the Required Holders (or the First Lien Collateral Agent acting at the direction of the Required Holders) may at any time reasonably determine to be necessary to further carry out and consummate the transactions contemplated by the Financing Documents.

Section 9.14 Separateness. Each Obligor will, and will cause each of its Subsidiaries to:

(a) maintain accounts of such Obligor or such Subsidiary, as applicable, separate from those of the Parent and each of their respective Affiliates (that are not Obligors or subsidiaries thereof) with commercial banking institutions and will not commingle their funds with those of the Parent or any of its Affiliates (that are not Obligors or subsidiaries thereof);

(b) obtain proper authorization from member(s), director(s) and manager(s) as required by such Obligor’s or such Subsidiary’s, as applicable, limited liability company agreement (or comparable organizational documents) for all of its limited liability company (or other applicable) actions; and

(c) comply with the terms of such Obligor’s or such Subsidiary’s, as applicable, limited liability company agreement (or comparable organizational documents),

it being understood and agreed by the parties hereto that immaterial breaches of this Section 9.14 that (i) are not, in the aggregate, misleading as to the identity of any Obligor or any such Subsidiary and (ii) otherwise do not materially undermine the purpose intended to be served by the provisions of this Section 9.14 shall not, in each of clauses (a) through (c) above, be deemed a breach of this Section 9.14.

Section 9.15 Preservation of Collateral. Each Obligor will, and will cause each of its Subsidiaries to, take all action reasonably required to preserve the validity, perfection and priority of the Liens purported to be granted to the First Lien Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents (subject to Permitted Liens).

Section 9.16 Subsidiary Distributions. The Issuers will cause each other Obligor and each of its other Subsidiaries to distribute all cash that such Obligor or such Subsidiary, as applicable, is permitted by Applicable Law and the terms of applicable Organizational Documents, Project Documents and the Tax Equity Documents to distribute to the Issuers, directly or indirectly, provided that, each Project Company (and each other Subsidiary of an Obligor) shall

be permitted to retain cash in an amount, in the Issuers’ reasonable discretion, necessary or advisable for working capital purposes or the prudent operation and maintenance of the applicable Projects. The Issuers will deposit all cash received from any source (including distributions or payments from Subsidiaries or otherwise) into the applicable Depositary Account for application solely for the purposes and in the order and manner provided in the Depositary Agreement.

Section 9.17 Priority of Obligations. Each Obligor will cause this Agreement, the Notes (other than Subordinate Notes) and the other Note Documents, and the obligations of such Obligor evidenced hereby and thereby, to at all times rank at least pari passu, without preference or priority, with all other senior secured Indebtedness of such Obligor, whether now existing or hereafter outstanding.

Section 9.18 Reserved.

Section 9.19 Energy Regulatory Compliance. The Issuers will take, and will cause each Subsidiary promptly to take, any and all actions necessary so that the Projects and Project Companies, as applicable, obtain and/or maintain the applicable Federal Energy Regulatory Authorizations, Exemptions, and Waivers, and, as applicable, maintain exemption from or compliance with any State Electric Utility Regulations, except, in each case, to the extent failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.20 Tax Equity Guarantees. Each of the Obligors (a) will, or will cause the Tax Equity Guarantors to, maintain in full force and effect the Tax Equity Guarantees and (b) will make, or cause the Tax Equity Guarantors to make, payments due (and not subject to a good faith dispute), in each case, under and in accordance with the Tax Equity Guarantees, and except, in each case, to the extent that failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.21 Maintenance of Material Project Documents and Tax Equity Documents. Each of the Obligors will, and will cause each of its Subsidiaries to, maintain all of the Material Project Documents and the Tax Equity Documents in full force and effect until the expiration of their respective terms, except (other than with respect to any Power Purchase Agreement that is in respect of a Utility Scale Project that is, individually or in the aggregate with all other Affected Projects, Material) to the extent that failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided that, such Obligor shall be deemed to be in compliance with this Section 9.21 in the event any such Material Project Document (including, for the avoidance of doubt, each Power Purchase Agreement that is in respect of a Utility Scale Project) or Tax Equity Document ceases to be in full force effect so long as the applicable Subsidiary of such Obligor party to such Material Project Document or Tax Equity Document, as applicable, has entered into a Replacement Agreement in accordance with Section 10.16(a) within ninety (90) days after the failure thereof to be in full force and effect; provided further that, if (a) such Subsidiary is not able to enter into a Replacement Agreement within ninety (90) days after the occurrence thereof, (b) it is reasonably expected to be feasible for a Replacement Agreement to be entered into within one-hundred eighty (180) days of the occurrence thereof, and (c) the Obligors and such Subsidiary are proceeding with diligence and in

good faith to enter into a Replacement Agreement, then such ninety (90) day period to enter into a Replacement Agreement shall be extended to one-hundred eighty (180) days.

Section 9.22 Consents. With respect to any Initial Project, any Delayed Draw Project or any additional project directly or indirectly owned by an Issuer, to the extent that the creation or perfection of any Lien contemplated under the Financing Documents or the exercise of any of the Secured Parties’ rights or remedies under the Security Documents (including upon foreclosure) would conflict with or result in any breach or contravention of the Tax Equity Documents or Material Project Documents relating to such Initial Project, Delayed Draw Project or additional project absent the consent of the applicable counterparty thereunder (it being acknowledged and agreed that, solely with respect to the Tax Equity Documents, compliance with usual and customary restrictions on transfer of an interest in a Tax Equity Partnership or an interest in a Project Company (e.g., minimum creditworthiness or experience tests for a transferee) shall be deemed not to give rise to such potential conflict with or result in any such potential breach or contravention), the Issuers shall use commercially reasonable efforts to obtain a consent to such Lien or exercise of rights or remedies, as applicable, from such counterparty in favor of the First Lien Collateral Agent, which consent to foreclosure may be, solely with respect to the Tax Equity Documents, subject to usual and customary restrictions (e.g. minimum creditworthiness or required experience test), and otherwise shall be in form and substance reasonably acceptable to (a) for any such consent relating to an Initial Project or Delayed Draw Project, the Initial Purchasers and (b) for any such consent relating to an additional project, the Required Holders, and shall have delivered a copy of such consent to the First Lien Collateral Agent.

SECTION 10. NEGATIVE COVENANTS.

Each Obligor covenants that, as to such Obligor, so long as any of the Notes are outstanding:

Section 10.1 Transactions with Affiliates. Each Obligor will not and will not permit any of its Subsidiaries to enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, unless any such transaction or group of related transactions (a) is described on Schedule 10.1, (b) contains terms no less favorable to such Obligor or such Subsidiary than those which would be included in a comparable arm’s length transaction entered into by a prudent Person with a Person that is not an Affiliate, as determined in the reasonable judgment and good faith discretion of the Issuers, (c) is between or among the Issuers and/or any of their Subsidiaries, (d) is permitted by or described in Section 10.7 or Section 10.8(e),

(e) is an equity contribution pursuant to or in accordance with the applicable Obligor’s or its Subsidiary’s Organizational Documents (including any such Organizational Documents that are Tax Equity Documents), (f) is a Permitted Tax Credit Sale Transaction, (g) is a Permitted Project Undertaking or a Permitted Equity Commitment or (h) is otherwise expressly permitted under the Note Documents to be effected with an Affiliate (provided that to the extent that such transaction is with an Affiliate that is not a Subsidiary of the Issuers, such transaction shall contain terms no less favorable to such Obligor or such Subsidiary than those which would be included in a comparable arm’s length transaction entered into by a prudent Person with a Person that is not an

Affiliate, as determined in the reasonable judgment and good faith discretion of the Issuers). Notwithstanding anything to the contrary herein, each Obligor and its Subsidiaries will be permitted to (x) enter into non-speculative hedging (including effective sale) obligations (including with respect to capacity, energy, Tax and environmental attributes, ancillary services and other products and services sold in accordance with the Project Documents or in the ordinary course of business) with Affiliates, and in connection therewith to transfer their capacity, energy, Tax or environmental attributes, ancillary services or other such products and services or contracts relating thereto to such Affiliates in order to satisfy commitments by such Affiliates or facilitate the monetization thereof, in each case, on arm’s length terms (including terms that are passed through from the applicable agreement between the applicable Affiliate and a third party, with appropriate charges) and (y) perform their obligations to the Manager under the Management Services Agreement.

Section 10.2 Merger, Consolidation, Disposition, Etc. Each Obligor will not and will not permit any of its Subsidiaries to:

(a) enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions (including by way of division), all or substantially all of its business or property, whether now owned or hereafter acquired, except for a merger, consolidation, liquidation, windup, dissolution, or sale or transfer of all or substantially all of its assets (i) expressly permitted by this Agreement or the other Note Documents, (ii) in connection with a Permitted Disposition, (iii) in connection with a Terminated PPA Sale; provided that the aggregate amount of proceeds from all such Terminated PPA Sales pursuant to this clause (iii) and clause (viii) of Section 10.2(b) shall not exceed $35,000,000 and any such transaction shall be subject to Section 10.1, if applicable; (iv) in connection with liquidating, winding-up or terminating Non-Obligor Subsidiaries no longer useful to the Issuers or their Subsidiaries; and (v) in the case of a Non-Obligor Subsidiary, with, into or to any other Non-Obligor Subsidiary or to any Obligor, and in the case of any Obligor other than the Issuers, with, into or to any other Obligor; provided, that, no Disposition pursuant to this clause (v) shall result in any asset of any of the Issuers’ Subsidiaries with respect to which a Tax Equity Investor has no direct or indirect interest being transferred to a Subsidiary in which a Tax Equity Investor has a direct or indirect interest; or

(b) dispose of any of its property (including by way of division), or, in the case of any Subsidiary of either Issuer, issue or sell any shares of such Subsidiary’s Equity Interest to any Person, except: (i) Dispositions expressly permitted by this Agreement or the other Note Documents; (ii) Dispositions of capacity, energy, Tax and environmental attributes, ancillary services and other property and services in accordance with the Project Documents or in the ordinary course of business (including dispositions described in the last sentence of Section 10.1); (iii) Dispositions of property, whether now owned or hereafter acquired, that is uneconomic, obsolete or no longer useful to the Issuers or their Subsidiaries, in each case, in the ordinary course of business (which shall include major maintenance and repair and replacement activities); (iv) Dispositions of land rights (including common facilities), interconnection rights and transmission rights to the extent the Disposition thereof would not reasonably be expected to materially

adversely impact the operation of any Project; (v) Dispositions of Permitted Investments; (vi) Dispositions of a Project to a Power Purchaser or a Tax Equity Investor to the extent required by (and not, for the avoidance of doubt, at the option of the applicable Project Company) the terms of a Power Purchase Agreement or a Tax Equity Document as in effect on the date of the Initial Closing, the applicable Delayed Draw Proceeds Account Withdrawal Date or the applicable Additional Issuance Date, as applicable (any such sale, a “Required Sale”); (vii) Dispositions of Projects (other than Required Sales) (any such sale, a “Permitted Asset Sale”), so long as (1) after giving pro forma effect to such Dispositions and the prepayment of the Senior Notes in accordance with Section 8.2(b) (as applicable and to the extent applicable, and assuming each holder of the Notes accepts the initial offer of prepayment pursuant to Section 8.2(b) and Section 8.2(f)) and the associated mandatory prepayment of the LC Facility (and/or cash collateralization of Letters of Credit thereunder, to the extent applicable), the projected minimum Debt Service Coverage Ratios for any Rolling Period through the Maturity Date shall be greater than or equal to the Minimum Debt Service Coverage Ratios, (2) if the aggregate amount of proceeds from the applicable Disposition exceeds $25,000,000 or the aggregate amount of proceeds from all Dispositions pursuant to this clause (vii) exceeds $60,000,000, the Rating Condition shall be satisfied, and (3) the Issuers shall be in pro forma compliance with the Concentration Limits after giving effect to such Disposition (such Permitted Asset Sales and Required Sales, collectively, “Permitted Dispositions”); (viii) Dispositions of any DG Project whose Power Purchase Agreement in effect as of the date of the Initial Closing (or, if later, the date on which such DG Project was acquired by any Issuer pursuant to Section 10.15) has expired or been terminated (any such sale, a “Terminated PPA Sale”); provided that (1) the aggregate amount of proceeds from all such Dispositions pursuant to this clause (viii) and clause (iii) of Section 10.2(a) shall not exceed $35,000,000, (2) the Issuers shall be in pro forma compliance with the Concentration Limits after giving effect to such Disposition, and (3) any such transaction shall be subject to Section 10.1, if applicable; (ix) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy or similar proceedings; (x) Dispositions pursuant to foreclosure, condemnation or any similar action with respect to any property or other assets; (xi) Dispositions, in the case of a Non-Obligor Subsidiary, to any other Non-Obligor Subsidiary or to any Obligor, and in the case of any Obligor other than the Issuers, to any other Obligor; provided, that, no Disposition pursuant to this clause (xi) shall result in any asset of any of the Issuers’ Subsidiaries with respect to which a Tax Equity Investor has no direct or indirect interest being transferred to a Subsidiary in which a Tax Equity Investor has a direct or indirect interest; (xii) Dispositions of tax credits pursuant to any tax credit transfer agreement (provided that, unless such tax credit transfer agreement is in effect on the date of the Initial Closing, the applicable Delayed Draw Proceeds Account Withdrawal Date or the applicable Additional Issuance Date, as applicable, or otherwise approved by the Required Holders, (A) such tax credit transfer agreement is on terms, taken as a whole, materially consistent with the market for such terms at such time, (B) such tax credit transfer agreement (and the transactions contemplated thereunder) could not reasonably be expected to have a Material Adverse Effect, and (C) the applicable tax credit purchaser under any such tax credit transfer agreement shall not have recourse to any Obligor or any Subsidiary of an Obligor for indemnities or any other liability thereunder) (any such sale pursuant to this clause (xii) of this Section 10.2(b), a “Permitted Tax Credit Sale Transaction”), and (xiii) Dispositions of Cancelled Projects and all rights related thereto, or the Equity Interests in any Subsidiary that solely owns one or more

Cancelled Projects, in each case, so long as the prepayment required by Section 8.2(d)(i) has been or is made concurrently with such Disposition.

Section 10.3 Line of Business. Each Obligor will not and will not permit any of its Subsidiaries to engage in any business if, as a result, the general nature of the business in which the Obligors and their Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business (including any matters reasonably related or incidental thereto) in which the Obligors and their Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum (it being acknowledged and agreed that the ownership, development, generation, production, financing, maintenance, sale, transmission and/or storage of renewable electric power and matters reasonably incidental or related thereto (including the incurrence of Capital Expenditures in respect of the Projects) shall be permitted).

Section 10.4 Economic Sanctions, Etc. No Pledgor will, and no Pledgor will permit any of its Controlled Entities to (a) become (including by virtue of being owned or controlled by a Blocked Person) a Blocked Person, (b) directly or knowingly indirectly engage in any dealing or transaction with any Person if such dealing or transaction is prohibited by applicable Economic Sanctions Laws or other applicable sanctions laws or (c) directly or knowingly indirectly use the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in connection with any activities or business of or with any Person, or in or involving any country or territory, that, at the time of such funding, is, or whose government is, the subject of any comprehensive Economic Sanctions Laws, each to the extent in violation of Economic Sanctions Laws, or (ii) in any manner that would result in, or cause, a violation of Economic Sanctions Laws or other applicable sanctions laws by any Person in connection with this Agreement (including any purchaser of the Notes).

Section 10.5 Liens. Each Obligor will not and will not permit any of its Subsidiaries to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any Collateral or any other property or asset (including any document or instrument in respect of goods or accounts receivable) of such Obligor or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except the following (collectively, “Permitted Liens”):

(a) the Liens created by, and the other rights and interests of the First Lien Collateral Agent and the other First Lien Secured Parties as provided in, the First Lien Security Documents (including with respect to any Additional Senior Notes);

(b) Liens imposed by any Governmental Authority for Taxes or customs duties, either (i) secured by an acceptable bond or (ii) not yet due or (iii) being contested in good faith and by appropriate proceedings and in respect of which appropriate reserves have been established in accordance with GAAP, so long as such proceedings shall not involve any material danger of the sale, forfeiture or loss of any Material Project or any Material Project site (or any material portion thereof), title thereto or any material interest therein and shall not interfere

in any material respect with the use or disposition of any Material Project or any Material Project site (or any material portion thereof);

(c) materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Liens arising in the ordinary course of business either for amounts not yet delinquent or for amounts being contested in good faith and by appropriate proceedings and that in the aggregate are not Material or are bonded over pursuant to customary arrangements;

(d) Liens that exist as of the date of the Initial Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, and are identified on Schedule 10.5;

(e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance, social security and other laws;

(f) with respect to any real property interests, (i) matters that would be disclosed by an inspection or survey of such real property and do not, in the aggregate, materially impair the current occupancy or use of the estate or real property to which they relate, (ii) all building, land use, entitlement and zoning codes, Environmental Laws and other Applicable Laws heretofore, now or hereafter enacted, made or issued, (iii) all rights with respect to the ownership, mining, extraction and removal of oil, gas or minerals of whatever kind and character (including any rights to gravel, hard rock aggregate, or water extraction) that have been excepted or reserved in the public records and (iv) minor defects, easements, rights-of-way, servitudes, encroachments, restrictions and other similar encumbrances incurred in the ordinary course of business and all other encumbrances, permits, leases, licenses, covenants, conditions, restrictions on the use of property, minor imperfections in title or other matters of a similar nature that do not secure any monetary obligations and which do not materially interfere with the current operation of Material Projects;

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

(h) Liens on assets (real or personal) of any Project Company which assets collectively have a fair market value of less than $35,000,000 in the aggregate, together with Liens for all Project Companies existing under clauses (i) and (n) of this Section 10.5;

(i) involuntary Liens (including a Lien of an attachment, judgment or execution) securing a charge or obligation, on any Project Company’s property, either real or personal, whether now or hereafter owned, in the aggregate sum of less than $35,000,000, together with Liens for all Project Companies existing under clauses (h) and (n) of this Section 10.5;

(j) Liens and any right of setoff in favor of any bank arising by operation of applicable law or granted pursuant to any contract or agreement governing any deposit

accounts permitted under this Agreement or in favor of any credit card company pursuant to an agreement therewith;

(k) non-exclusive licenses of patents, copyrights, trademarks and other intellectual property rights granted in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Obligors;

(l) reservations, limitations, provisos and conditions, if any, expressed in any grants, permits, licenses or approvals from any governmental authority or any similar authority;

(m) Liens securing insurance premium financing arrangements;

(n) Liens securing Indebtedness permitted under Section 10.6(b); provided that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the aggregate outstanding principal amount of such Indebtedness as of the date of incurrence which when taken together with the principal amount of all other Indebtedness secured pursuant to this clause (n), together with the aggregate amount of the Liens secured by clauses (h) and (i) of this Section 10.5 does not, at any time, exceed $35,000,000;

(o) Liens deemed to exist in connection with repurchase agreements and other similar investments to the extent such investments are permitted under the Note Documents;

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

(q) any interest or title of a lessor or sublessor under any lease or sublease of real estate permitted under the Note Documents (or with respect to any deposits or reserves posted thereunder);

(r) Liens (other than Liens securing debt for borrowed money but including of the nature of netting and set off, rights of first refusal, rights of first offer, purchase options and similar rights in respect of the assets of the Project Companies) set forth in the Project Documents and/or the Tax Equity Documents;

(s) Liens and other rights and interests on any assets committed to be sold pursuant to a transaction permitted by this Agreement;

(t) Liens of trade vendors securing trade or other similar indebtedness incurred in the ordinary course of business and not more than 90 days past due and that in the aggregate are not Material;

(u) Liens and other exceptions to title to, or leasehold interests in, property that are made available in any title search or set forth in any title insurance policies or

title commitments delivered to the Initial Purchasers prior to the date of the Initial Closing or to the Notes Agent on the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, in each case for purposes of this clause (u), as in existence as of the date of the Initial Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable;

(v) second priority Liens on the Collateral (including with respect to any Subordinate Notes) pursuant to the terms of the Second Lien Security Documents (as defined in the Intercreditor Agreement) securing the Obligors’ Second Lien Obligations (as defined in the Intercreditor Agreement), which second priority Liens shall be subject to the terms of the Intercreditor Agreement; and

(w) other Liens securing an amount not to exceed $35,000,000; provided that if Indebtedness is secured by Liens pursuant to this clause (w) and such Indebtedness is (A) secured on a first priority basis, the agent or representative for the secured parties under the financing documents evidencing such Indebtedness has joined the Intercreditor Agreement pursuant to a joinder as a Secured Debt Representative (as defined in the Intercreditor Agreement) or (B) secured on a second priority basis, a Second Lien Collateral Agent (as defined in the Intercreditor Agreement) has been appointed by the secured parties under such Indebtedness and such Second Lien Collateral Agent has joined the Intercreditor Agreement pursuant to a joinder.

Section 10.6 Indebtedness. Each Obligor will not and will not permit any of its Subsidiaries to create, incur, assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, other than the following:

(a) Indebtedness of the Issuers under (i) the Notes and (ii) the LC Facility (and any Replacement LC Facility);

(b) Indebtedness of the Issuers or any Subsidiary thereof in respect of Capital Leases, Synthetic Lease obligations, purchase money obligations, and for deferred purchase price obligations, in each case, for fixed or capital assets and services in an aggregate outstanding amount, together with the aggregate amount of Indebtedness incurred pursuant to clause (q) of this Section 10.6, not to exceed $35,000,000 at any time and within the limitations set forth in proviso of Section 10.5(n);

(c) trade or other similar Indebtedness of the Issuers or any Subsidiary thereof incurred in the ordinary course of business (but not for borrowed money) that is (i) not more than 90 days past due or (ii) being contested in good faith and by appropriate proceedings;

(d) Guarantees of any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Issuers;

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

(f) Indebtedness of any Obligor or any Subsidiary thereof arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such debt is promptly covered;

(g) contingent obligations of the Issuers or any Subsidiary thereof arising from indemnities provided under the Financing Documents, Tax Equity Documents and Project Documents;

(h) Indebtedness of the Issuers or any Subsidiary thereof arising from netting services, overdraft protection, cash management obligations and otherwise in connection with the Depositary Accounts;

(i) Indebtedness of the Issuers or any Subsidiary thereof providing for (i) indemnification, adjustment of purchase price or similar obligations or (ii) deferred purchase price obligations, in each case, in connection with the acquisition or disposition of any business, assets or Equity Interests of a Subsidiary of the Issuers after the date of the Initial Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, or as set forth in Schedule 10.6; provided that, any Indebtedness incurred after the date of the Initial Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable, pursuant to clause (ii) shall not exceed $6,000,000 at any time;

(j) Indebtedness representing deferred compensation to employees of the Issuers or any Subsidiary thereof arising in the ordinary course of business;

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

(l) Indebtedness of the Issuers or any Subsidiary thereof consisting of judgments which do not constitute an Event of Default under Section 11(k);

(m) Taxes or customs duties, either (i) secured by an acceptable bond or (ii) not yet due or (iii) being contested in good faith and by appropriate proceedings and in respect of which appropriate reserves have been established in accordance with GAAP, so long as such proceedings shall not involve any material danger of the sale, forfeiture or loss of any Project or any Project site (or any material portion thereof), title thereto or any material interest therein and shall not interfere in any material respect with the use or disposition of any Project or any Project site (or any material portion thereof);

(n) Indebtedness of the Issuers or any Subsidiary thereof arising from non-speculative hedging obligations and hedging and hedge-like obligations with respect to capacity, energy, Tax and environmental attributes, ancillary services and other products and services in accordance with the Project Documents or in the ordinary course of business;

(o) Indebtedness in respect of performance bonds, bid bonds, letters of credit, appeal bonds, surety bonds, completion guarantees, indemnification obligations,

obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business in connection with Project Obligations;

(p) [reserved]; and

(q) any Indebtedness of both Issuers or any Subsidiary thereof in an aggregate outstanding amount, together with the aggregate amount of Indebtedness incurred pursuant to clause (b) of this Section 10.6, not to exceed $35,000,000 at any time; provided that (i) to the extent that the Indebtedness incurred by both Issuers pursuant to this clause (q) is the issuance of Securities similar to the Initial Notes, whether secured or unsecured, the terms of Section 1.3(e) and Section 1.3(f) shall apply to such Securities and (ii) to the extent that the Indebtedness incurred pursuant to this clause (q) is secured by a Permitted Lien under clause (w) of Section 10.5, if such Indebtedness is (A) secured on a first priority basis, the agent or representative for the secured parties under the financing documents evidencing such Indebtedness has joined the Intercreditor Agreement pursuant to a joinder as a Secured Debt Representative (as defined in the Intercreditor Agreement) or (B) is a secured on a second priority basis, a Second Lien Collateral Agent (as defined in the Intercreditor Agreement) has been appointed by the secured parties under such Indebtedness and such Second Lien Collateral Agent has joined the Intercreditor Agreement pursuant to a joinder.

Section 10.7 Restricted Payments. Neither the Issuers nor any Guarantor will declare, make or pay, or permit any Subsidiary to make or pay, any Restricted Payments except that: (a) each Guarantor may declare, make and pay any Restricted Payments to the Issuers or another Guarantor and each Non-Obligor Subsidiary may declare, make and pay any Restricted Payments to the Issuers or any other Subsidiary of the Issuers, (b) the Issuers may make Permitted Tax Distributions in accordance with the Depositary Agreement and so long as no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such Permitted Tax Distribution, (c) in the case of the Subsidiaries, Restricted Payments may be made to the Tax Equity Investors to the extent expressly required by the terms of the applicable Tax Equity Documents, as in effect on the date of the Initial Closing, the applicable Delayed Draw Proceeds Account Withdrawal Date or the applicable Additional Issuance Date, as applicable, (d) the Issuers may declare, make and pay Restricted Payments, at any time, with (i) any proceeds of Excess Tax Equity Proceeds (as defined in the Depositary Agreement), (ii) in accordance with Sections 3.2(b), 3.7(b) and 3.11(g) of the Depositary Agreement and (iii) any amounts received by the Issuers or any of their Subsidiaries in respect of any network or interconnection upgrade refunds pursuant to an interconnection agreement or as reimbursement for construction costs for shared facilities that were not included in the Base Case Projections, (e) the Issuers may transfer funds to the Collection Account (as defined in the Depositary Agreement) pursuant to and in accordance with the Depositary Agreement, and (f) the Issuers may declare, make and pay Restricted Payments so long as the following conditions (the “Distribution Conditions”) have been satisfied as of the date of the proposed Restricted Payment:

(i)no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such Restricted Payment;

(ii)the Debt Service Reserve Account shall be fully funded in accordance with the requirements of the Depositary Agreement and, if applicable, the Supplemental Reserve Account, shall be fully funded in accordance with the requirements of the Depositary Agreement;

(iii)the Debt Service Coverage Ratio for the previous Rolling Period of the Issuers shall be equal to or greater than 1.2:1.0;

(iv)the projected Debt Service Coverage Ratio for the Rolling Period commencing on the applicable Semiannual Payment Date shall be equal to or greater than 1.2:1.0 (or, if the projected Cash Flow Available for Debt Service in such Rolling Period consists of more than 50% Merchant Revenues, 1.3:1.0);

(v)all then due and payable Reimbursement Obligations and LC Loans shall have been repaid in full;

(vi)such Restricted Payment is made solely from the funds on deposit in the Distribution Reserve Account; and

(vii)the Issuers shall have delivered to each holder of a Note that is an Institutional Investor a certificate of an Authorized Officer certifying that each of the conditions set forth in clauses (i) through (iv) above have been satisfied, and attaching calculations demonstrating that the Debt Service Coverage Ratio specified in clause (iii) above has been satisfied, as of the date of the proposed Restricted Payment.

Section 10.8 Investments. Each Obligor will not and will not permit any of its Subsidiaries to make any Investments other than:

(a) Permitted Investments;

(b) Investments consisting of the purchase of interests in Projects in accordance with the Tax Equity Documents pursuant to a “call right”, “purchase option”, “put option”, “right of withdrawal” or similar right or option set forth therein (each such purchase, a “Tax Equity Buyout Exercise”), provided that, the aggregate Dollar amount of all such Tax Equity Buyout Exercises shall not exceed $50,000,000, except that such limit shall not apply in the case of any amounts (i) payable from the Distribution Reserve Account so long as the Distribution Conditions are satisfied or (ii) funded with Indebtedness or equity contributions permitted hereunder;

(d) Investments in (i) any Obligor, (ii) any of their Subsidiaries owned as of the Initial Closing, (iii) any Subsidiaries of such Obligor that directly or indirectly own a

Delayed Draw Project and are acquired on or before the applicable Delayed Draw Proceeds Account Withdrawal Date or (iv) any Subsidiaries that directly or indirectly own an additional Project that is acquired in accordance with Section 10.15, which Subsidiaries are acquired as of the applicable Additional Issuance Date;

(e) Investments with cash on deposit in the Distribution Reserve Account, that otherwise would be distributable, or with additional equity contributions to an Issuer by or on behalf of the Parent;

(f) Investments required in accordance with Organizational Documents (including the Tax Equity Documents) as in effect on the date of the Initial Closing or the applicable Delayed Draw Proceeds Account Withdrawal Date, as applicable;

(g) performance of any guarantees or undertakings made for the benefit of Subsidiaries;

(h) Investments identified in the funds flow memorandum or the latest Base Case Projections delivered on the date of the Initial Closing pursuant to Sections 4.1(j) and 4.1(r), the First Delayed Draw Closing pursuant to Sections 4.2(i) and 4.2(l), the Second Delayed Draw Closing pursuant to Sections 4.3(i) and 4.3(l) and each Delayed Draw Proceeds Account Withdrawal Date pursuant to Section 4.4(n), as applicable; and

(i) other Investments so long as (i) the projected minimum Debt Service Coverage Ratios for any Rolling Period through the Maturity Date shall be greater than or equal to the Minimum Debt Service Coverage Ratios, (ii) solely if the aggregate amount invested in such Investment exceeds $25,000,000 or the aggregate amount of Investments pursuant to this clause (i) exceeds $60,000,000, the Rating Condition shall be satisfied, and (iii) if such Investment is in an additional project, the requirements of Section 10.15 are satisfied; and

(j) Investments in Unrestricted Subsidiaries made with the proceeds of equity contributions to an Issuer by or on behalf of the Parent or an Affiliate, other than an Obligor or any of their Subsidiaries, that have been designated for such use and received contemporaneously with such Investment.

Section 10.9 Capital Expenditures. Each Obligor will not and will not permit any of its Subsidiaries to make any capital expenditures, other than:

(a) Required Capital Expenditures;

(b) [reserved]; and

(c) any capital expenditure made to make any modification, alteration, addition or improvement to the Projects that the Issuers considers necessary or desirable in the proper conduct of the business of the Issuers and their Subsidiaries, as determined in the sole discretion of the Issuers (collectively, “Discretionary Capital Expenditures”), so long as such

Discretionary Capital Expenditures would not reasonably be expected to have a Material Adverse Effect.

Section 10.10 Restrictions on Subsidiary Dividends or Other Distributions. Except as may be required by Applicable Law, the Financing Documents and Contractual Obligations described on Schedule 5.4, the Issuers will not and will not permit any of their Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance, limitation or restriction of any kind on the ability of any Subsidiary of the Issuers to pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Issuers or any other Subsidiary of the Issuers, provided that:

The provisions described in this Section 10.10 will not apply to:

(a) encumbrances and restrictions existing under or by reason of this Agreement;

(b) any agreement or instrument on Schedule 10.10(b);

(c) encumbrances or restrictions contained in any agreement or other instrument of a Person acquired by any Issuer or any Subsidiary in effect at the time of such acquisition in each case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the acquired or redesignated Person, or the property or assets of the acquired or redesignated Person, and was not put in place in contemplation of such event;

(d) encumbrances or restrictions contained in contracts for sales of Equity Interests or assets permitted by Section 10.2 with respect to the assets or Equity Interests to be sold pursuant to such contract or in customary merger or acquisition agreements (or any option to enter into such contract) for the purchase or acquisition of Equity Interests or assets or any of the Issuer’s Subsidiaries by another Person;

(e) encumbrances or restrictions existing under or by reason of applicable law, regulation or similar restriction or by governmental licenses, concessions, franchise or permits;

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

(g) customary restrictions on the transfer of non-cash assets contained in power purchase agreements and similar agreements; and

(h) customary provisions contained in agreements entered into in the ordinary course of business.

Section 10.11 Tax Equity Guarantees. Each of the Obligors will not, and will use commercially reasonable efforts to cause each Tax Equity Guarantor not to, amend, modify, supplement or terminate any Tax Equity Guarantee, other than to the extent that such amendment,

modification, supplement or termination would not reasonably be expected to have a Material Adverse Effect.

Section 10.12 Tax Credits and Other Tax-Related Matters. None of the Obligors or any Subsidiary thereof will, nor will any Obligor or any Subsidiary thereof direct or, to the extent within the control of an Obligor or Subsidiary thereof, permit any Person to take any action which could reasonably be expected to result in any indemnity claim by a Tax Equity Investor against such Obligor or any Subsidiary with respect to any recapture, disallowance, reduction or loss of any Tax credit or other Tax benefit claimed with respect to any Project subject to a Tax Equity Document that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 10.12, none of the Obligors or any Subsidiary thereof will, or, to the extent within the control of an Obligor or Subsidiary thereof, permit any Person to take any action (by election or otherwise) that would reasonably be expected to result in the Issuers or any Subsidiary of the Issuers being treated as a corporation, or an association taxable as a corporation, for U.S. federal income tax purposes.

Section 10.13 Organizational Documents. Each of the Obligors will not, and will cause each of its Subsidiaries not to, amend, modify or supplement any of its Organizational Documents, other than to the extent that such amendment, modification or supplement would not reasonably be expected to have a Material Adverse Effect and not adverse to the interests of the holders in any material respect.

Section 10.14 Speculative Transactions.

(a) None of the Obligors or any Subsidiary thereof will engage in any transaction involving commodity swaps, options or futures contracts or any similar transactions other than in the ordinary course of business and not for speculative purposes.

(b) The Issuers will not permit more than 90% of the expected energy generation output (as determined in good faith by the Issuers) of any Project that, based on the projected Cash Flow Available for Debt Service for the most recently completed Rolling Period for which financial statements have been delivered in accordance with Section 7.1, is projected, in the aggregate, to generate 5% or more of the aggregate Cash Flow Available for Debt Service over such Rolling Period to be subject to commodity swaps, options or futures contracts or any similar transactions unless the Issuers have reasonably determined that adequate resources are available to it or its applicable Subsidiary to satisfy any reasonably likely shortfall in actual generation output of such Project.

Section 10.15 Additional Projects. No Obligor shall, and no Obligor shall permit any of its Subsidiaries to, directly or indirectly acquire any additional project (other than the acquisition of the Delayed Draw Projects) unless (a) such project is an Eligible Project, (b) the Issuers are in compliance with the Concentration Limits after giving effect to such acquisition, and (c) such acquisition occurs (i) in connection with and substantially concurrently with any withdrawal from the Delayed Draw Proceeds Account or an issuance of Additional Notes or (ii) in connection with any Issuer’s reinvestment of Net Cash Proceeds pursuant to Section 8.2(b).

Section 10.16 Material Project Documents; Tax Equity Documents.

Each Obligor will not and will not permit any of its Subsidiaries to:

(a) enter into any Additional Project Document, except:

(i)any renewal of or any Replacement Agreement in respect of a Power Purchase Agreement that is in respect of a Utility Scale Project, in each case, upon the termination or expiration of such Power Purchase Agreement in accordance with its terms, so long as such renewal or Replacement Agreement, as the case may be, is (x) entered into in the ordinary course of business and (y) is on terms fair and reasonable to the applicable Project Company and reflective of then-current market conditions;

(ii)any operating and maintenance agreement that is in respect of a Utility Scale Project that (A) is in form and substance, and with a counterparty that is, reasonably satisfactory to the Required Holders or (B)(1) is entered into in the ordinary course of business on commercially reasonable terms reflective of then-current market conditions, in each case, that would not reasonably be expected to result in a Material Adverse Effect, (2) has economic and other terms which, taken as a whole, are not materially less favorable (relative to then-current market conditions) than the O&M Agreement being replaced and (3) is entered into with a Qualified Operator; or

(iii)any other Additional Project Document not covered in clauses (i) and (ii) above, that is (A) entered into in the ordinary course of business and (B) on terms fair and reasonable to the Obligors and their Subsidiaries and reflective of then-current market conditions;

(b)

(i)other than in connection with a Permitted Disposition, agree to assign any rights under any Power Purchase Agreement in respect of any Utility Scale Project that is, individually or in the aggregate with all other Affected Projects, Material;

(ii)agree to amend or waive any material provision of, or enter into any material change order under, any Power Purchase Agreement in respect of any Utility Scale Project that is, individually or in the aggregate with all other Affected Projects, Material;

(iii)agree to the assignment by any counterparty to a Power Purchase Agreement in respect of any Utility Scale Project that is, individually or in the aggregate with all other Affected Projects, Material, in each case, of such counterparty’s rights or obligations thereunder, except to the extent such assignment would not reasonably be expected to have an adverse effect on the

applicable Project Company and the existing counterparty remains fully liable for the obligations thereunder; or

(iv)terminate, or consent to the termination of, any Power Purchase Agreement in respect of any Utility Scale Project that is, individually or in the aggregate with all other Affected Projects, Material;

(i)other than in connection with a Permitted Disposition, agree to assign any rights under any Material Project Document or Tax Equity Document, except to the extent such assignment would not reasonably be expected to have a Material Adverse Effect;

(ii)agree to amend or waive any provision of, or enter into any change order under, any Material Project Document or any Tax Equity Document, except to the extent such amendment, waiver or change order would not reasonably be expected to have a Material Adverse Effect; or

(iii)agree to the assignment by any counterparty to a Material Project Document or Tax Equity Document (including by any class A investor) of such counterparty’s rights or obligations thereunder, except (A) in the case of operating and maintenance agreements, in compliance with Section 10.16(a)(ii), and (B) in the case of any such other Material Project Document or Tax Equity Document, to the extent such assignment would not reasonably be expected to have a Material Adverse Effect; or

(d) terminate, or consent to the termination of, any Material Project Document or Tax Equity Document, except to the extent such termination would not reasonably be expected to have a Material Adverse Effect.

SECTION 11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) any principal or Make-Whole Amount, if any, on any Note is not paid when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) any interest or fees on any Note is not paid for more than five Business Days after the same becomes due and payable; or

(c) (i) any amount due in respect of any Note, other than such amounts described in Sections 11(a) or (b), is not paid, for more than 30 days after the same becomes due and payable or (ii) any amount due in respect of any Note Document (other than the Notes) is not

paid, within 15 days of any Obligor receiving written notice that such amount is overdue (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(c)(ii); or

(d) (i) any Obligor defaults in the performance of or compliance with any term contained in Section 8.2(e), Section 9.11 or Section 10, (ii) any Obligor defaults in the performance of or compliance with the first sentence of Section 9.5, and such default is not remedied within five Business Days, (iii) any Obligor defaults in the performance of or compliance with any term contained in Section 7.1(d)(i) or Section 9.2 and such failure is not remedied within 10 days or (iv) MN8 defaults in the performance of or compliance with any payment obligation in respect of the Guaranteed Obligations (as defined in the Cash Diversion Guaranty); or

(e) any Obligor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b), (c) and (d)) or in any other Note Document and such default is not remedied or waived within 30 days after the earlier of (i) an Authorized Officer obtaining Knowledge of such default and (ii) any Obligor receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(e)); provided, however, that if such Default is capable of being cured and if such Obligor commences efforts to cure such Default within such 30 day period or if such Obligor is prevented from curing such Default within such 30 day period due to applicable legal or regulatory restrictions, it may continue to effect such cure of the Default (and such Default will not be deemed an Event of Default) for an additional 45 days; or

(f) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor in any Note Document or any writing or certificate furnished in connection with the transactions contemplated hereby proves to have been untrue in any material respect on the date as of which made; provided, however, that the same shall not constitute an Event of Default if (i) the fact, event or circumstance resulting in such false or incorrect representation or warranty is capable of being cured, corrected or otherwise remedied, and (ii) such fact, event or circumstance resulting in such false or incorrect representation or warranty shall have been cured, corrected or otherwise remedied within 30 days (or if such incorrect representation or warranty is not susceptible to cure within 30 days, and such Obligor is proceeding with diligence and in good faith to cure such default and such default is susceptible to cure, such 30 day period shall be extended as may be necessary to cure such incorrect representation or warranty, such extended period not to exceed 90 days in the aggregate (inclusive of the original 30 day period)) from the earlier of (x) an Authorized Officer has Knowledge thereof and (y) any Obligor receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(f)); or

(g) (i) any Obligor or any of its Subsidiaries is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on, in the aggregate, any Material Indebtedness beyond any period of grace provided with respect thereto, or (ii) any Obligor or any of its Subsidiaries is in default in the performance of or compliance with any term of any evidence of, in the aggregate, any Material

Indebtedness or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into Equity Interests and excluding mandatory prepayments not arising from a default), (x) any Obligor or any of its Subsidiaries has become obligated to purchase or repay, in the aggregate, any Material Indebtedness before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right to require any Obligor or any such Subsidiary so to purchase or repay such Indebtedness, or (iv) without limiting the foregoing clauses (i) through (iii), an Event of Default (as defined in the LC Facility Credit Agreement) has occurred under the LC Facility, except, in the case of clauses (i) through (iii), to the extent such event would not reasonably be expected to be Material; or

(h) any Obligor, MN8 or any Subsidiary of any Obligor or MN8 (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing, except, in the case of any Obligor or any Subsidiary of an Obligor or MN8 (other than, in each case, the Issuers), to the extent such event would not reasonably be expected to be Material; or

(i) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by any Obligor, MN8 or any Subsidiary of any Obligor or MN8, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any Obligor, MN8 or any Subsidiary of any Obligor or MN8, or any such petition shall be filed against any Obligor, MN8 or any Subsidiary of any Obligor or MN8 and such petition shall not be dismissed within 60 days, except, in the case of any Obligor or any Subsidiary of an Obligor or MN8 (other than, in each case, the Issuers), to the extent such event would not reasonably be expected to be Material; or

(j) any event occurs with respect to any Obligor, MN8 or any Subsidiary of any Obligor or MN8, which under the laws of any jurisdiction is analogous to any of the events described in Section 11(h) or Section 11(i), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(h) or Section 11(i), except, in the case of

any Obligor or any Subsidiary of an Obligor or MN8 (other than, in each case, the Issuers), to the extent such event would not reasonably be expected to be Material; or

(k) one or more final judgments or orders for the payment of money aggregating in excess of $85,000,000 (or its equivalent in the relevant currency of payment) (excluding any judgments or orders covered by insurance and for which the applicable insurer has acknowledged liability) are rendered against one or more of the Obligors and their Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(l) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Issuers or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) there is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV of ERISA, (iv) the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, (v) the Issuers or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (vi) the Issuers or any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) any Pledgor or any Subsidiary of any Pledgor establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of any Pledgor or any such Subsidiary thereunder, (viii) any Pledgor or any Subsidiary of any Pledgor fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) any Pledgor or any Subsidiary of any Pledgor becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect. As used in this Section 11(l), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

(m) any Governmental Authorization required for the ownership or operation of any Project is revoked, terminated, withdrawn or ceases to be in full force and effect, except to the extent such revocation, termination, withdrawal or cessation would not reasonably be expected to have a Material Adverse Effect; or

(n) any Security Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien

(subject to Permitted Liens) on any Material portion of the Collateral; provided that the failure of a Lien to be valid and/or perfected shall not constitute an Event of Default if such cessation has been cured within five Business Days after any Authorized Officer obtained Knowledge thereof, and such valid and perfected Lien (with the priority described in such Security Document) is restored; or

(o) any provision of any Note Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Secured Obligations, ceases to be in full force and effect (in each case, except in connection with its expiration in accordance with its terms (and not related to any default thereunder)); or any Obligor, MN8 or any of their respective Affiliates expressly repudiates in writing the validity or enforceability of any provision of any Note Document; or any Obligor or MN8 denies in writing that it has any or further liability or obligation under any provision of any Note Document or expressly purports to revoke, terminate or rescind any provision of any Note Document; or

(p) there exists a “default” or “event of default” under any Material Project Document or any Tax Equity Document the effect of which would reasonably be expected to result in a Material Adverse Effect; provided that, no such event shall be an Event of Default if (i) such default is cured within the applicable time period (if any) for cure under such Material Project Document or such Tax Equity Document, as the case may be, or (ii) within ninety (90) days after the occurrence of such default, the applicable Subsidiary party thereto has entered into a Replacement Agreement; provided further that, if (A) such default is not cured within such cure period and such Subsidiary is not able to enter into a Replacement Agreement within ninety (90) days after the occurrence thereof, (B) such default is susceptible to cure or it is reasonably expected to be feasible for a Replacement Agreement to be entered into within one-hundred eighty (180) days after the occurrence thereof, (C) the applicable Obligor and such Subsidiary are proceeding with diligence and in good faith to cause such default to be cured or to enter into a Replacement Agreement, and (D) each holder that is an Institutional Investor has received an Officer’s Certificate from an Authorized Officer of the Issuer owning the relevant Subsidiary certifying that clauses (A), (B) and (C) above are satisfied and stating what actions are being taken to cause such default to be cured or to enter into a Replacement Agreement, then such cure period, or such ninety (90) day period to enter into a Replacement Agreement, as the case may be, shall be extended to one-hundred eighty (180) days; or

(q) any Material Project Document or any Tax Equity Document shall at any time for any reason cease to be valid and binding or in full force and effect (in each case, except in connection with its scheduled expiration in accordance with its terms) or the enforceability thereof shall be challenged, revoked or rescinded by any Obligor or any Subsidiary of any Obligor; provided that, no such event shall be an Event of Default (i) if such event would not reasonably be expected to have a Material Adverse Effect or (ii) if the applicable Subsidiary party thereto has entered into a Replacement Agreement within ninety (90) days after the occurrence thereof; provided further that, if (A) such Subsidiary is not able to enter into a Replacement Agreement within ninety (90) days after the occurrence thereof, (B) it is reasonably expected to be feasible for a Replacement Agreement to be entered into within one-hundred eighty

(180) days of the occurrence thereof and (C) the applicable Obligor owning such Subsidiary and such Subsidiary are proceeding with diligence and in good faith to enter into a Replacement Agreement, then such ninety (90) day period to enter into a Replacement Agreement shall be extended to one-hundred eighty (180) days.

Notwithstanding anything to the contrary in this Agreement or any Note Document, a Declassification Event, including failure to align with Green Bond Principles or breach of the Green Finance Framework, shall not: (a) constitute a Default or Event of Default; (b) limit, restrict, or affect the use of the Notes’ proceeds; or (c) affect the Issuers’ rights or abilities under this Agreement or any Financing Document. The sole consequence of a Declassification Event will be cessation of the Notes’ designation as “Green”, after which the Obligors, the Agents and the Purchaser shall cease representing the Projects, Notes and associated instruments as “Green” in any internal or external communication, marketing, or publication. Neither the Green Coordinator nor any other Placement Agent is bound to monitor or verify the application of any amount from the sale and purchase of the Notes pursuant to this Agreement, including the monitoring of and/or verifying compliance with the Green Bond Principles and the Green Finance Framework.

SECTION 12. REMEDIES ON DEFAULT, ETC.

Section 12.1 Acceleration.

(a) If an Event of Default with respect to any Obligor described in Section 11(h), (i) or (j) (other than an Event of Default described in clause (i) of Section 11(h) or described in clause (vi) of Section 11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(h)) has occurred, all the Senior Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Issuers, declare all the Senior Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a), (b) or (c) has occurred and is continuing, any holder or holders of Senior Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuers, declare all the Senior Notes held by it or them to be immediately due and payable.

(d) The Subordinate Notes may be declared to be due and payable by the holders thereof in the manner set forth in the related Supplemental NPA pursuant to which such Subordinate Notes are issued, subject in any event to the Subordination Agreement applicable to such Subordinate Notes.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount, if any, determined in respect of such principal

amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

Each Obligor acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by any Obligor (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, if any, by the Issuers in the event that the Notes are prepaid (including pursuant to Section 1.3(d), Section 8.2(b), Section 8.2(d), Section 8.3 and Section 8.5) or are accelerated pursuant to this Section 12.1 or otherwise, is intended to provide compensation for the deprivation of such right under such circumstances and such Make-Whole Amount shall constitute part of the Secured Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. Any such Make-Whole Amount payable shall be presumed to be the liquidated damages sustained by such holder as a result of the early repayment or acceleration, and the Issuers agree that they are reasonable under the circumstances currently existing. Such Make-Whole Amount shall also be payable in the event the Secured Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. EACH ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING MAKE-WHOLE AMOUNT IN CONNECTION WITH ANY SUCH REPAYMENT OR ACCELERATION. Each Issuer expressly agrees (to the fullest extent that it may lawfully do so) that: (A) such Make-Whole Amount is reasonable and is the product of an arms’ length transaction between sophisticated business people, ably represented by counsel; (B) such Make-Whole Amount shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the holders of the Notes and the Issuers giving specific consideration in this transaction for such agreement to pay such Make-Whole Amount; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each Issuer expressly acknowledges that its agreement to pay the Make-Whole Amount to the holders as herein described is a material inducement to purchase the Notes.

Section 12.2 Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, subject to the Intercreditor Agreement, the First Lien Collateral Agent (as directed by an Act of Required Secured Parties under the Intercreditor Agreement) or the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or any other Note Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise, including all rights and remedies set forth in the other Note Documents; provided that the right of any holder of a Subordinate Note under this Section 12.2 shall be subject to the applicable Subordination Agreement.

Section 12.3 Rescission.

(a) At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Issuers, may rescind and annul any such declaration and its consequences including pursuant to Section 13.2(d) (other than with respect to a Subordinate Note Event of Default) if (i) the Obligors have paid all overdue interest on the Senior Notes, all principal of and Make-Whole Amount, if any, on any Senior Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Senior Notes, at the Default Rate, (ii) neither any Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (iv) no judgment or decree has been entered for the payment of any monies due pursuant hereto, pursuant to any other Note Document or pursuant to the Senior Notes. No rescission and annulment under this Section 12.3(a) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

(b) Upon the occurrence and during the continuance of a Subordinate Note Event of Default, provided that the Required Holders and the Required Holders of Subordinate Notes have notified all other holders and the Issuers to such effect, such Subordinate Note Event of Default shall be waived upon the terms and conditions as the Required Holders and the Required Holders of Subordinate Notes may prescribe. No rescission and annulment under this Section 12.3(b) will extend to or affect any subsequent Subordinate Note Event of Default.

Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of the First Lien Collateral Agent or any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Note or any other Note Document upon any holder of a Note shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Obligors under Section 16, the Obligors, jointly and severally, will pay to the First Lien Collateral Agent, the Depositary Bank and the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Person incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.

Section 12.5 Default Rate. During the period that an Event of Default shall have occurred and be continuing, interest on the outstanding principal amount of all Notes shall accrue at the applicable Default Rate.

SECTION 13. GUARANTEE, ETC.

Section 13.1 Guarantee. The Guarantors hereby jointly and severally guarantee to each holder of any Senior Note or Senior Notes at any time outstanding and of any Subordinate Note or Subordinate Notes at any time outstanding the prompt payment in full, in Dollars, when due

(whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount, if any, and interest on the Senior Notes and Subordinate Notes (including interest on any overdue principal and Make-Whole Amount, if any and including amounts that would become due but for the existence of a proceeding under bankruptcy or insolvency law involving any Obligor) and all other amounts from time to time owing by the Issuers under this Agreement and the other Financing Documents to any holder (including costs, expenses and Taxes described in Section 4.1(g), Section 4.2(g) and Section 4.3(g)) (such payments being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Issuers shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal. All obligations of the Guarantors under this Section 13 shall survive the transfer of any Senior Note or Subordinate Note, and any obligations of the Guarantors under this Section 13 with respect to which the underlying obligation of the Issuers is expressly stated to survive payment of any Senior Note or Subordinate Note shall also survive payment of such Senior Note or Subordinate Note.

Section 13.2 Obligations Unconditional.

(a) The obligations of the Guarantors under Section 13.1 constitute a present and continuing guaranty of payment when due and not collectability and are absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Issuers under this Agreement, the other Note Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, other than the payment in full of the Guaranteed Obligations. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute and unconditional as described above:

(i)any amendment, supplement or modification of any provision of this Agreement, the other Note Documents or any assignment or transfer thereof, including the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes, or the issuance of any Additional Senior Notes or Subordinate Notes;

(ii)any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this

Agreement or the other Note Documents, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;

(iii) any Lien or security interest granted to, or in favor of, any other holder of a Note as security for any of the Guaranteed Obligations shall fail to be perfected;

(iv)any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Issuers or any other Person or the properties or creditors of any of them;

(v)the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the other Note Documents or any other agreement;

(vi)any transfer of any assets to or from the Issuers, including any transfer or purported transfer to the Issuers from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Issuers with or into any Person, any change in the ownership of any Equity Interests of the Issuers, or any change whatsoever in the objects, capital structure, constitution or business of the Issuers;

(vii)any default, failure or delay, willful or otherwise, on the part of the Issuers or any other Person to perform or comply with, or the impossibility or illegality of performance by the Issuers or any other Person of, any term of this Agreement, the other Financing Documents or any other agreement;

(viii)any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Issuers or any other Person for any reason whatsoever, including any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the other Financing Documents or any other agreement;

(ix)any lack or limitation of status or of power, incapacity or disability of the Issuers or any trustee or agent thereof; or

(x)any other thing, event, happening, matter, circumstance or condition whatsoever (other than the payment in full of the Guaranteed Obligations), not in any way limited to the foregoing.

(b) The Guarantors hereby unconditionally waive diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Senior Note or Subordinate Note exhaust any right, power or remedy against any

Obligor under this Agreement, the other Note Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

(c) In the event that the Guarantors shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of their obligations hereunder, the Guarantors shall not exercise any subrogation or other rights hereunder or under the Senior Notes or Subordinate Notes and each Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Issuers, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been paid in full in cash. If any amount shall be paid to the Guarantors on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Senior Notes or Subordinate Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Guarantor agrees (i) that its obligations under this Section 13 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Issuers is rescinded or must be otherwise restored by any holder of a Senior Note or Subordinate Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid and (ii) that it will indemnify each holder of a Note on demand for all reasonable costs and expenses (including fees of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(d) If an event permitting the acceleration of the maturity of the principal amount of the Senior Notes or Subordinate Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Issuers or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of the guarantee in this Section 13 and such Guarantor’s obligations under this Agreement, the maturity of the principal amount of the Senior Notes or Subordinate Notes, as applicable, shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Senior Notes or Subordinate Notes had accelerated the same in accordance with the terms of this Agreement, and the Guarantors shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount and any other amounts guaranteed hereunder without further notice or demand.

(e) The guarantee in this Section 13 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs.

Section 13.3 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Section 13 constitutes an instrument for the payment of money, and consents and agrees that any holder of a Note or the First Lien Collateral Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N.Y. Civ. Prac. L&R § 3213.

Section 13.4 General Limitation on Guarantee Obligations. In any action or proceeding involving any state or provincial corporate law, or any foreign, state, provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 13.1 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 13.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any holder of a Note, the First Lien Collateral Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 13.5 Discharge of Guaranty Upon Sale of Guarantor. If all of the outstanding Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with and in a manner permitted by the terms and conditions of the Note Documents, the guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by the First Lien Collateral Agent, any Secured Party or any other Person, effective as of the time of such sale or disposition.

Section 13.6 Additional Guarantors. Upon (a) the formation or acquisition by the Issuers or any other Obligor of any new direct or indirect Subsidiary after the date of the Initial Closing that owns directly or indirectly 100% of the Equity Interests (other than any Equity Interests held by a Tax Equity Investor) in a Portfolio Company or assets that would reasonably be expected to be Material (provided that such newly formed or acquired direct or indirect Subsidiary is not a Subsidiary that directly owns Equity Interest in a Project Company or the “class B” member in a Tax Equity Partnership, or any of their respective Subsidiaries), (b) any Unrestricted Subsidiary being designated as a Subsidiary in accordance with the last sentence of the definition of Subsidiary or (c) the guarantee by any Person, including any Subsidiary of the Issuers, of any Permitted Senior Secured Indebtedness or the Subordinate Notes, the Issuers shall, at the Issuers’ expense, (x) with respect to any Delayed Draw Project (including in the case of any designation of an Unrestricted Subsidiary as a Subsidiary in accordance with clause (b) above), on the applicable Delayed Draw Proceeds Account Withdrawal Date, or (y) otherwise, within 10 days after such formation or acquisition or the giving of such guarantee cause such Subsidiary (or, in the case of clause (c), such Person) to duly execute and deliver (i) to the First Lien Collateral Agent and each holder of one or more Notes, a Joinder Agreement or such other documentation reasonably acceptable to the Required Holders to become a Guarantor pursuant to this Agreement, and (ii) to the First Lien Collateral Agent, a “Security Agreement Supplement” (as defined in the First Lien Pledge and Security Agreement), or such other documentation reasonably acceptable to

the First Lien Collateral Agent to become a “Grantor” (as defined in the First Lien Pledge and Security Agreement) pursuant to the First Lien Pledge and Security Agreement.

Section 13.7 Subordinate Notes. The Subordinate Notes shall be subordinated to the payment of the Senior Notes on terms set forth in the applicable Subordination Agreement and the guarantee under this Section 13 of any Subordinate Notes shall be subject to the terms of such Subordination Agreement, mutatis mutandis.

SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 14.1 Registration of Notes. The Notes Agent, on behalf of the Issuers, shall keep at its office specified in Section 15.6, a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and no Obligor shall be affected by any notice or knowledge to the contrary. The Notes Agent, on behalf of the Issuers, shall give to (i) any holder of a Note that is an Institutional Investor and (ii) the First Lien Collateral Agent promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes and including the aggregate outstanding principal amount of all Senior Note Obligations (as defined in the Intercreditor Agreement) held by such registered holders of Notes at such time.

Section 14.2 Transfer and Exchange of Notes. Upon surrender of any Note to the Notes Agent at the address specified in Section 15.6, for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof and any other information or documentation the Notes Agent may reasonably request), within 10 Business Days thereafter, the Issuers shall execute and deliver, at the Issuers’ expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit B-1 in the case of the Initial Notes or of the Note form established for the applicable Series. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The “Record Date” for purposes of all transfers and exchanges of Notes shall be ten (10) Business Days prior to the date on which any payment of principal or interest is due hereunder, and all such payments of principal and interest shall accordingly be made to the record holder of such Note as of the Record Date. The Issuers may require payment of a sum sufficient to cover

any stamp Tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000 without the consent of the Issuers in their sole discretion, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of such Series may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Section 14.3 Replacement of Notes. Upon receipt by the Notes Agent at the address specified in Section 15.6 of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Issuers and the Notes Agent (provided that if the holder of such Note is, or is a nominee for, an Initial Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof and receipt of indemnity reasonably satisfactory to the Issuers and the Notes Agent (provided that if the holder of such Note is, or is a nominee for, an Initial Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), within 10 Business Days thereafter, the Notes Agent shall request that the Issuers, and the Issuers shall (at its own expense), execute and deliver, in lieu thereof, a replacement Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 15. PAYMENTS ON NOTES; APPOINTMENT OF FIRST LIEN COLLATERAL AGENT.

Section 15.1 Place of Payment. Subject to Section 15.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made at the principal office of the Notes Agent. The Issuers may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuers in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 15.2 Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Issuers (or the Notes Agent, on its behalf) will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule or the applicable Supplemental NPA, or by such other method or

at such other address as such Purchaser shall have from time to time specified to the Issuers and the Notes Agent in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuers or the Notes Agent made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Notes Agent at the address specified in Section 19(v). Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Notes Agent in exchange for a new Note or Notes pursuant to Section 14.2. The Issuers will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 15.2.

Section 15.3 Tax Information. By acceptance of any Note, the holder of such Note agrees that such holder will upon such acceptance of a Note and from time to time thereafter with reasonable promptness duly complete and deliver to the Issuers and the Notes Agent, or to such other Person as may be reasonably requested by the Issuers or the Notes Agent, (a) in the case of any such holder that is a United States Person, an executed Internal Revenue Service (“IRS”) Form W-9 (or any successor thereto, including appropriate attachments) establishing such holder’s status as a United States Person and exemption from U.S. backup withholding and (b) in the case of any such holder that is not a United States Person, an executed IRS Form W-8BEN-E (or other applicable IRS Form W-8 or any successor thereto, including appropriate attachments), in each case, any other such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Obligors and such other Person to comply with their obligations under FATCA or to determine the amount of Taxes (if any) to deduct and withhold from any such payment made to such holder (including any Taxes imposed under section 1441 or 1442 of the Code (or any successor provisions) and backup withholding) or otherwise comply with applicable tax laws. Each holder of a Note shall as soon as reasonably practicable notify the Issuers and the Notes Agent if any form or documentation previously delivered by such holder expires or becomes obsolete or inaccurate in any respect, and shall duly complete and deliver to the Issuers, the Notes Agent or such other Person an updated form or documentation upon such event. Nothing in this Section 15.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Issuers, the Notes Agent or such other Person is required to obtain such information under FATCA or to determine the amount of Taxes (if any) to deduct and withhold from any payment made to such holder or otherwise comply with applicable tax laws and, in such event, the Issuers and the Notes Agent shall treat (and the Issuers shall cause the Obligors and such other Person to treat) any such information it receives as confidential except as required by applicable law. The Purchasers shall provide to the Notes Agent or their respective agents all information, documentation or certifications reasonably requested by the Notes Agent to permit the Notes Agent to comply with their tax reporting obligations under Applicable Law, including any applicable cost basis reporting obligations. For purposes of this Section 15.3, the term “holder” shall include any beneficial owner of a Note to the extent such person is deemed to be a beneficial owner for purposes of the applicable IRS forms referenced herein.

Section 15.4 Appointment. Each Purchaser hereby irrevocably designates and appoints HSBC Bank USA, N.A., as the First Lien Collateral Agent under this Agreement, the Intercreditor Agreement and the First Lien Security Documents and irrevocably authorizes and directs HSBC Bank USA, N.A., in the capacity of First Lien Collateral Agent, for the benefit of the Secured Parties, to (a) execute, deliver and perform the obligations, if any, of the First Lien Collateral Agent under this Agreement, the Intercreditor Agreement, each First Lien Security Document and any ancillary documents delivered in connection herewith or therewith, (b) take such action on its behalf under the provisions of this Agreement, the Intercreditor Agreement, each First Lien Security Document and such ancillary documents and (c) exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by the terms of this Agreement, the Intercreditor Agreement, each First Lien Security Document and such ancillary documents together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or the Intercreditor Agreement, the First Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Intercreditor Agreement, in the First Lien Security Documents and in such ancillary documents delivered in connection herewith or therewith, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Intercreditor Agreement, any First Lien Security Document or such ancillary documents, or otherwise exist against the First Lien Collateral Agent. Except as set forth in Section 1.4, Section 12.3(b) and the Intercreditor Agreement, the holders of the Subordinate Notes will have no rights to direct the First Lien Collateral Agent at any time to waive an Event of Default, take any Act of Required Secured Parties (as defined in the Intercreditor Agreement) or exercise any rights or remedies with respect to the Collateral in respect of such Event of Default, and the holders of the Subordinate Notes will be bound in all respects by any decisions made or actions taken by the holders of the Senior Notes then outstanding or by the First Lien Collateral Agent at the direction of such holders of the Senior Notes.

Section 15.5 Incorporation by Reference. The provisions of Article VII of the Intercreditor Agreement are incorporated herein mutatis mutandis. Each of the parties hereto agrees that each Purchaser may exercise those rights and shall perform those obligations applicable to a Secured Party set forth in the Intercreditor Agreement.

Section 15.6 Appointment of Notes Agent. The Issuers hereby notify the Initial Purchasers and all future holders of any Notes that it has appointed HSBC Bank USA, N.A., acting through its office at 66 Hudson Blvd East, 545W9, New York, NY 10001, Email: CTLANYDealManagement@us.hsbc.com, as the registrar, paying agent and transfer agent in respect of the Notes (together with its successors and assigns collectively in such capacities, the “Notes Agent”). For the avoidance of doubt, the Notes Agent is acting as an agent, and not a fiduciary, of the Issuers hereunder, and is not acting as agent or fiduciary for any Purchaser or any holder of a Note. Notwithstanding anything herein to the contrary, the Notes Agent shall be afforded all of the rights, privileges, protections, powers, immunities, benefits and indemnities of the Notes Agent set forth in the Paying Agent Agreement, as if such rights, privileges, protections, powers, immunities, benefits and indemnities were specifically set forth herein, mutatis mutandis. The Issuers hereby notify the Initial Purchasers and all future holders of any Notes that pursuant to the Intercreditor Agreement, the Purchasers have appointed HSBC Bank USA, N.A., acting

through its office at 66 Hudson Blvd East, 545W9, New York, NY 10001, Email: CTLANYDealManagement@us.hsbc.com, as the Intercreditor Agent.

SECTION 16. EXPENSES, ETC.

Section 16.1 Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will, jointly and severally, pay all costs and expenses (including reasonable attorneys’ fees of one special counsel for all holders of the Senior Notes and separate special counsel for the holders of any Subordinate Notes and, if reasonably required by the Required Holders, one local counsel in each relevant jurisdiction for all of the holders of the Senior Notes and separate special counsel in each such jurisdiction for the holders of any Subordinate Notes) incurred by the First Lien Collateral Agent and Notes Agent and its Affiliates, the Purchasers and each other holder of a Note in connection with such transactions and in connection with the administration of this Agreement and the other Note Documents or any Supplemental NPAs, amendments, waivers or consents under or in respect of this Agreement, the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any other Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including the fees of one financial advisors for all holders of the Senior Notes and separate financial advisor for the holders of any Subordinate Notes, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary thereof or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes or any other Note Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. If required by the NAIC, the Issuers shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).

The Obligors, jointly and severally, will pay, and will save the First Lien Collateral Agent and Notes Agent and its Affiliates, each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuers.

Section 16.2 Certain Taxes. The Obligors agree, jointly and severally, to pay all recording, documentary, filing, intangible, stamp or other similar Taxes and other fees which may be payable in respect of the execution and delivery or the enforcement of this Agreement or any other Note Document or the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where any Obligor has assets or of

any amendment of, or waiver or consent under or with respect to, this Agreement or any other Note Document or of any of the Notes, and to pay any value added Tax due and payable in respect of reimbursement of costs and expenses by the Obligors pursuant to this Section 16, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such Tax or fee required to be paid by the Obligors hereunder.

Section 16.3 Survival. The obligations of the Obligors under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any other Note Documents or the Notes, and the termination of this Agreement.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein, in the other Note Documents and in any certificate or other instrument delivered in connection with or pursuant to this Agreement or the other Note Documents shall survive the execution and delivery of this Agreement, the Notes and the other Note Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement or any other Note Document shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any other Note Document embody the entire agreement and understanding between each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 18. AMENDMENT AND WAIVER.

Section 18.1 Requirements. Subject to the terms of the Intercreditor Agreement, this Agreement, the Notes and the other Note Documents may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Obligors and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing;

(b) no amendment or waiver may, without the written consent of the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, (iii) amend any of Sections 8, 11(a), 11(b), 11(c), 12, 17, 18 or 20, (iv) release any material portion of the Collateral except in connection with a Permitted Asset Sale permitted under the Note Documents, (v) release

any Guarantor except in connection with a Permitted Asset Sale permitted under the Note Documents, or (vi) amend Schedule A-5 or the definitions of “Eligible Projects” or “Concentration Limits”; and

(c) no amendment or waiver may, without the written consent of the First Lien Collateral Agent or the Notes Agent, amend, modify, terminate or waive any provision of Section 15.4, 15.5 or any other provision of this Agreement that affects the rights or obligations of the First Lien Collateral Agent or the Notes Agent, as applicable.

Section 18.2 Solicitation of Holders of Notes.

(a) Solicitation. The Issuers will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any other Note Document. The Issuers will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 18 or any other Note Document to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. No Obligor will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or any other Note Document or of any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Note Document by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Issuers, (ii) any Subsidiary or any other Affiliate of the Issuers or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Issuers and/or any of its Affiliates, in each case in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3 Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 18 or any other Note Document applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Obligors without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing

between an Obligor and any holder of a Note and no delay in exercising any rights hereunder or under any Note or any other Note Document shall operate as a waiver of any rights of any holder of such Note.

Section 18.4 Notes Held by the Issuers, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any other Note Document or the Notes, or have directed the taking of any action provided herein or in or any other Note Document or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuers or any of its Affiliates shall be deemed not to be outstanding.

SECTION 19. NOTICES.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), (c) by an internationally recognized overnight delivery service (charges prepaid) or (d) via email in “.pdf” format. Any such notice must be sent:

(i)if to any Initial Purchaser or its nominee, to such Initial Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Initial Purchaser or nominee shall have specified to the Obligors, the Notes Agent and the First Lien Collateral Agent in writing;

(ii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Obligors, the Notes Agent and the First Lien Collateral Agent in writing;

(iii)if to any Purchaser (other than an Initial Purchaser or an Initial Purchaser) or its nominee, to such Purchaser or nominee at the address specified for such communication in the Supplemental NPA to which such Purchaser is a party, or at such other address as such Purchaser or nominee shall have specified to the Obligors, the Notes Agent and the First Lien Collateral Agent in writing;

(iv)if to the First Lien Collateral Agent, to the First Lien Collateral Agent at the address specified for delivery of notices to the First Lien Collateral Agent in Section 9.10 of the Intercreditor Agreement, or at such other address as the First Lien Collateral Agent shall have specified to the holder of each Note, the Notes Agent and the Obligors in writing;

(v)if to the Notes Agent, to the Notes Agent at 66 Hudson Blvd East, 545W9, New York, NY 10001, Email: CTLANYDealManagement@us.hsbc.com, or at such other address as the Notes Agent shall have specified to the holder of each Note, the First Lien Collateral Agent and the Obligors in writing; or

(vi)if to any Obligor, to such Obligor at c/o MN8 Energy LLC, 1155 Avenue of the Americas, 27th Floor, New York, NY 10036, Attn: Treasury Operations, Email: treasuryops@mn8energy.com, with a copy of any legal notices to General Counsel, Attn: notices@mn8energy.com, or at such other address as the Issuers shall have specified to the holder of each Note, the Notes Agent and the First Lien Collateral Agent in writing.

Notices under this Section 19 will be deemed given only when actually received.

SECTION 20. REPRODUCTION OF DOCUMENTS.

This Agreement, each other Note Document and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Initial Purchaser at any Closing or any Delayed Draw Proceeds Account Withdrawal Date (except the Initial Notes themselves), (c) documents (except any Additional Senior Notes or Subordinate Notes themselves) received by any holder in connection with the issuance of any Series of Notes after the date hereof and (d) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Obligors agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit any Obligor or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 21. CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of any Obligor or any Subsidiary thereof in connection with the transactions contemplated by or otherwise pursuant to this Agreement and the other Note Documents that is proprietary in nature and (i) that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of such Obligor or such Subsidiary or (ii) that a reasonable person would expect to be treated as confidential under the circumstances of its disclosure, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such

Purchaser other than through disclosure by any Obligor or any Subsidiary thereof or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, and agrees to, to the extent not prohibited by applicable law from doing so, give the Issuers prompt written notice of any unauthorized use or disclosure of the Confidential Information, and assist the Issuers in remedying any such unauthorized use or disclosure, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors and investors in any Related Fund that hold a beneficial interest in the Notes, in all cases, who agree to hold confidential the Confidential Information substantially in accordance with this Section 21, (iii) any other holder of any Note, the Notes Agent, any other Secured Party or the First Lien Collateral Agent, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (v) any Person from which it offers to purchase any Security of any Obligor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (vi) any federal, state or provincial regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any other Note Document and, in the event Confidential Information is so required to be disclosed pursuant to the foregoing, the applicable Purchaser agrees to disclose such required Confidential Information to the minimum extent required and (other than at the request of a regulatory authority, governmental agency or pursuant to a broad based subpoena or similar discovery process, in each case, not directly related to any Obligor or the transactions contemplated hereby), and, solely in the case of the foregoing clause (viii), such Purchaser shall provide the Issuers with prompt written notice (unless such notification shall be prohibited by applicable law or legal process) of such permitted disclosure. To the extent that any breach of terms of this Section 21 occurs, the Purchaser that has breached this Section 21 agrees to use commercially reasonable efforts to assist the Issuers in restricting or preventing such further breaches. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Issuers in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Issuers embodying this Section 21.

In the event that as a condition to receiving access to information relating to any Obligor or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Note Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and the Obligors, this Section 21 shall supersede any such other confidentiality undertaking.

Each Purchaser agrees that money damages may be both incalculable and an insufficient remedy for breach of the terms of this Section 21, and that in addition to all other remedies available at law or in equity, in the event of any breach of the terms of this Section 21, the Issuers shall be entitled to seek equitable relief, including injunction and specific performance, without proof of actual damages and/or the requirement of posting a bond or other security. Each Purchaser agrees to be responsible to the Issuers for any damage, loss, cost or liability (including reasonable and documented legal fees and the cost of enforcing this Agreement) arising out of or resulting from any breach of the terms of this Section 21 by such Purchaser that is determined by a court or other arbiter of competent jurisdiction in a final, non-appealable order.

SECTION 22. SUBSTITUTION OF PURCHASER.

Each Initial Purchaser shall have the right to substitute any one of its Affiliates or another Initial Purchaser or any one of such other Initial Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Initial Notes that it has agreed to purchase hereunder, by written notice to the Issuers and the Notes Agent, which notice (a) shall be signed by both such Initial Purchaser and such Substitute Purchaser, (b) shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and the other Note Documents and (c) shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Initial Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Initial Purchaser. In the event that such Substitute Purchaser is so substituted as an Initial Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Initial Purchaser all of the Initial Notes then held by such Substitute Purchaser, upon receipt by the Issuers and the Notes Agent of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Initial Purchaser, and such original Initial Purchaser shall again have all the rights of an original holder of the Initial Notes under this Agreement and the other Note Documents.

SECTION 23. CO-ISSUER RELATIONSHIP

(a) Each Issuer is accepting joint and several liability as a “Issuer” hereunder and under the other Note Documents in consideration of the financial accommodations to be provided by the Secured Parties under the Note Documents, for the mutual benefit, directly and indirectly, of each Issuer and in consideration of the undertakings of the other Issuers to accept joint and several liability for the Secured Obligations. Each Issuer, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and

several liability with the other Issuers with respect to the payment and performance of all of the Secured Obligations (including any Secured Obligations arising under this Section 23), it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each Issuer without preferences or distinction between them. If and to the extent that any Issuer shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event the other Issuers will make, without duplication, payment of any unpaid amount with respect to, or perform, such Secured Obligations.

(b) The Secured Obligations of each Issuer under the provisions of this Section 23 constitute the absolute and unconditional, full recourse obligations of each Issuer enforceable against each, irrespective of the validity or enforceability of this Agreement or any other circumstance whatsoever. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the obligations of the Issuers hereunder which shall remain absolute and unconditional, full recourse as described above:

(i) the genuineness, validity, regularity, enforceability or any future any amendment, supplement or modification of any provision of this Agreement, the other Note Documents or any assignment or transfer thereof, including the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes, or the issuance of any Additional Senior Notes or Subordinate Notes;

(ii) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the other Note Documents, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;

(iii) any Lien or security interest granted to, or in favor of, any other holder of a Note as security for any of the Secured Obligations shall fail to be perfected;

(iv) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Issuers or any other Person or the properties or creditors of any of them;

(v) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the other Note Documents or any other agreement;

(vi) any transfer of any assets to or from the Issuers, including any transfer or purported transfer to the Issuers from any Person, any

invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Issuers with or into any Person, any change in the ownership of any Equity Interests of the Issuers, or any change whatsoever in the objects, capital structure, constitution or business of the Issuers;

(vii) any default, failure or delay, willful or otherwise, on the part of the Issuers or any other Person to perform or comply with, or the impossibility or illegality of performance by the Issuers or any other Person of, any term of this Agreement, the other Financing Documents or any other agreement;

(viii) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Issuers or any other Person for any reason whatsoever, including any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the other Financing Documents or any other agreement;

(ix) any lack or limitation of status or of power, incapacity or disability of the Issuers or any trustee or agent thereof; or

(x) any other thing, event, happening, matter, circumstance or condition whatsoever (other than the payment and performance in full of the Secured Obligations), not in any way limited to the foregoing.

(c) Except as otherwise expressly provided in this Agreement or the other Note Documents, (i) each Issuer hereby waives notice of acceptance of its joint and several liability, and (ii) (A) any notice of the occurrence of any Default, Event of Default, or of any demand for any payment under the Note Documents, (B) any notice of any action at any time taken or omitted by any Secured Party under or in respect of any of the Secured Obligations, and (C) all demands, notices and other formalities of every kind in connection with any Note Documents that, in the case of each of clauses (A) through (C) are delivered to any Issuer shall be deemed to be given to all Issuers. Any extension or postponement of the time for the payment of any of the

Secured Obligations, the acceptance of any payment of any of the Secured Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Secured Party at any time or times in respect of any default by any other Issuer in the performance or satisfaction of any term, covenant, condition or provision of any Note Document, any and all other indulgences whatsoever by any Secured Party in respect of any of the Secured Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Secured Obligations of any other Person or the addition, substitution or release, in whole or in part, of any Issuer, in the case of each of the foregoing granted to, made by, agreed to by or accepted by any Issuer shall be deemed to be granted to, made by, agreed to or accepted by all Issuers. The obligations of each Issuer under the Note Documents (including this Section 23) shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Issuer. The joint and several liability of the Issuers hereunder shall

continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any Issuer.

(d) To the extent permitted by Applicable Law, each Issuer expressly waives all of the following rights and defenses (and agrees not to take advantage of or assert any such right or defense):

(i) any and all rights, claims or defenses with respect to the validity or enforceability of the Note Documents, any of the Secured Obligations or any guarantee or right of offset with respect thereto at any time from time to time held by any Secured Party;

(ii) any rights it may now or in the future have under any statute, or at law or in equity, or otherwise, to compel any Secured Party to proceed in respect of the Secured Obligations against any other Issuer or any other Person or against any security for or other guaranty of the payment and performance of the Secured Obligations before proceeding against, or as a condition to proceeding against, such Issuer;

(iii) any defense based upon the failure of any Secured Party to commence an action in respect of the Secured Obligations against such Issuer, any other co-borrower or guarantor or any other Person or any security for the payment and performance of the Secured Obligations;

(iv) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such Issuer of its obligations under, or the enforcement by the Secured Parties of the Note Documents;

(v) any right of diligence, presentment, demand, protest, demand for payment, notice of dishonor, notice of default, notice of nonpayment and any other notice (except as specifically required herein or in the other Note Documents) of whatever kind or nature to or upon such Issuer with respect to any of the Secured Obligations and waives, to the fullest extent permitted by Applicable Law, the benefit of all provisions of Applicable Law which are or might be in conflict with the terms of the Note Documents;

(vi) any and all right to notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Notes Agent or any other Secured Party upon, or acceptance of, this Agreement or any other Note Document; and

(vii) except as expressly set forth in this Agreement, any and all other defenses, set-offs or counterclaims (other than a defense of payment

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or performance in full hereunder) which may at any time be available to or be asserted by it, any other Issuer or any other Person against any Secured Party, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury.

(e) Each Issuer represents and warrants to the holders and the other Secured Parties that it is currently informed of the financial condition of the other Issuers. Each Issuer hereby assumes all responsibility for keeping itself informed of each other Issuer’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Secured Obligations.

(f) Each Issuer agrees that if any certificate is executed and delivered by one or more of them in its capacity as an “Issuer” hereunder, but not all Issuers, such certificate may be relied upon by the Notes Agent and the other Secured Parties, and shall bind both Issuers, as if it were executed by each of them.

(g) The provisions of this Section 23 are made for the benefit of the Secured Parties and may be enforced by it or them from time to time against any or all of the Issuers as often as occasion therefor may arise and without requirement on the part of any Secured Party first to marshal any of its or their claims or to exercise any of its or their rights against any other Issuer or to exhaust any remedies available to it or them against any other Issuer or to resort to any other source or means of obtaining payment of any of the Secured Obligations or to elect any other remedy.

(h) Each Issuer hereby agrees that it shall not exercise any subrogation, contribution or other rights against any other Issuer with respect to any liability incurred by it under any Notes Document and each Issuer hereby waives all rights it may have to exercise any such subrogation, contribution or other rights, and all other remedies that it may have against the Issuers, in respect of any payment made by it to any Secured Party with respect to any of the Secured Obligations or any collateral security therefor until the satisfaction and discharge of the Secured Obligations in accordance with the Notes Documents. Any claims that any Issuer may have against any other Issuer with respect to any payments to any Secured Party under any Note Document are hereby expressly made subordinate and junior in right of payment to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Issuer, its debts or its assets, whether voluntary or involuntary, this Agreement shall have terminated before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Issuer therefor.

(i) Each Issuer hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Issuer to any other Issuer is hereby subordinated to the prior payment in full in cash of the Secured Obligations. Each Issuer hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, it will not demand, sue for or otherwise attempt to collect any indebtedness of any other Issuer owing to it until the satisfaction and discharge of the Secured Obligations in accordance with the Notes Documents. If,

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notwithstanding the foregoing sentence, such Issuer shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Issuer as trustee for the Secured Parties, and such Issuer shall deliver any such amounts to the Notes Agent for application to the Secured Obligations in accordance with this Agreement if such Default or Event of Default is continuing.

(j) Notwithstanding anything to the contrary set forth in this Section 23, it is the intent of the parties hereto that the liability incurred by each Issuer in respect of the Secured Obligations of the other Issuers (and any Lien granted by each Issuer to secure such Secured Obligations or its joint and several liability in respect thereof) not constitute a fraudulent conveyance under Section 548 of Title 11 of the United States Code or a fraudulent conveyance or fraudulent transfer under the provisions of any Applicable Law of any state or other governmental unit as determined by final and non-appealable order of a court of competent jurisdiction (“Fraudulent Conveyance”). Consequently, each Issuer and each Secured Party hereby agree that, if a court of competent jurisdiction finally determines that the incurrence of liability by any Issuer in respect of the Secured Obligations (or any Liens granted by such Issuer to secure such Secured Obligations or its joint and several liability in respect thereof) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance.

SECTION 24. MISCELLANEOUS.

Section 24.1 Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.2, no Obligor may assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 24.2 Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP, subject in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Issuers to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

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Section 24.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 24.4 Construction, Etc.

(a) Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

(b) Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 14, (ii) subject to Section 24.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, and (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. Unless otherwise specifically indicated, the term “consolidated” with respect to any Person excludes from such consolidation any Unrestricted Subsidiary (including for purposes of financial statement preparation and delivery).

(c) For all purposes under the Financing Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 24.5 Counterparts; E-Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less

103

than all, but together signed by all, of the parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith (other than any Note) by telecopy or “.pdf” shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 24.6 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 24.7 Jurisdiction and Process; Waiver of Jury Trial.

(a) Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or any other Note Document. To the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 24.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c) Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 24.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed

104

received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d) Nothing in this Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(E) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES, ANY OTHER NOTE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Section 24.8 Intercreditor Agreement. Notwithstanding anything herein to the contrary, the obligations of the Obligors pursuant to this Agreement and all other Secured Obligations, the Lien and security interest granted to the First Lien Collateral Agent pursuant to the Security Documents, and the exercise of any right or remedy by the First Lien Collateral Agent, any Purchaser or any holder of Notes hereunder or under any other Note Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall govern and control.

Section 24.9 USA PATRIOT Act. The Purchasers subject to the USA PATRIOT Act hereby notify the Obligors that, pursuant to the requirements of the USA PATRIOT Act, such Purchasers are required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of each Obligor and other information that will allow each Purchaser to identify such Obligor in accordance with the USA PATRIOT Act.

Section 24.10 Limitations on Recourse. Notwithstanding anything to the contrary in this Agreement, any other Financing Document or any other document executed or delivered in connection with the Financing Documents, none of the Secured Parties (in their capacity as such, and excluding the rights of any Obligor or any Subsidiary following foreclosure by the Secured Parties) shall have any claims with respect to the transactions contemplated by the Financing Documents against any of the Affiliates of the Issuers (other than each other Obligor), any present or future holders (direct or indirect) of Equity Interests in any Pledgor or any shareholders, partners, members, managers, officers, directors, employees, representatives, controlling persons, executives or agents of any Pledgor, including the Manager and its Affiliates (collectively, the “Non-Recourse Persons”) (except, in each case, to the extent set forth in the Financing Documents), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provisions of this Section 24.10 shall not (a) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Secured Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Financing Document and the same shall continue (but without personal liability of the Non-Recourse Persons, except to the extent set forth in the Financing Documents) until fully paid, discharged, observed or performed, (b) constitute a waiver,

105

release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral), (c) limit or restrict the right of the First Lien Collateral Agent or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name the Issuers, each other Obligor, the Pledgors, MN8 or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to any Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person (except (x) in respect of MN8, in relation to the Cash Diversion Guaranty and (y) in respect of any Pledgor, in relation to any Financing Document to which it is a party), (d) release any Non-Recourse Person from liability (to the extent it would otherwise be liable) for its own fraudulent actions or willful misconduct, or

(e) limit the right of any Secured Party to name any Non-Recourse Person as a party to any action to the extent necessary to enforce this Agreement, any other Financing Document or any Lien or security interest in the Collateral, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person (except (x) in respect of MN8 in relation to the Cash Diversion Guaranty and (y) in respect of any Pledgor in relation to any Financing Document to which it is a party).

Section 24.11 Certain Tax Matters. The Issuers and the Purchasers agree to treat the First Delayed Draw Closing Notes and the Second Delayed Draw Closing Notes as fungible for U.S. federal income tax purposes with the Initial Closing Notes and shall not take any position inconsistent therewith on any Tax Return, in any Tax proceeding or otherwise.

* * * * *

106

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuers, whereupon this Agreement shall become a binding agreement between you and the Obligors.


			Very truly yours,


			MN8 PORTFOLIO IV LLC,
			as an Issuer

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			MN8 MULBERRY BESS HOLDCO LLC,
			as an Issuer

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			MN8 PORTFOLIO IV HOLDCO LLC,
			as the Portfolio Pledgor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			GSRP LEROY BLOCKER LLC,
			as the Co-Issuer Pledgor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


			GSRP MT SOLAR I HOLDCO LLC,
			as a Guarantor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			GSRP MT SOLAR III HOLDCO LLC,
			as a Guarantor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			MN8 VESEY HOLDCO LLC,
			as a Guarantor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			MN8 MULBERRY BESS HOLDCO 2 LLC,
			as a Guarantor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			MN8 SPRING HOLDCO LLC,
			as a Guarantor

			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]

This Agreement is hereby

accepted and agreed to as

of the date hereof.

HSBC BANK USA, N.A.,

as First Lien Collateral Agent

By:

/s/ Oneaka Hendricks

Name:

Oneaka Hendricks

Title:

Vice President

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]

HSBC BANK USA, N.A.,

as Notes Agent

By:

/s/ Oneaka Hendricks

Name:

Oneaka Hendricks

Title:

Vice President

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]

HSBC BANK USA, N.A.,

as Intercreditor Agent

By:

/s/ Oneaka Hendricks

Name:

Oneaka Hendricks

Title:

Vice President

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

Equitable Financial Life Insurance Company of America




By:			/s/ Monica Heyl
Name: Monica Heyl
Title: Investment Officer


Equitable Financial Life Insurance Company




By:			/s/ Monica Heyl
Name: Monica Heyl
Title: Investment Officer

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

Allianz Life Insurance Company of North America
By: BlackRock Investment Management, LLC, as Investment Manager




By:			/s/ Stuart Murray
Name: Stuart Murray
Title: Managing Director




MIDLAND NATIONAL LIFE INSURANCE COMPANY
By: BlackRock Financial Management, Inc., as Investment Sub-Advisor




By:			/s/ Dan Garzarella
Name: Dan Garzarella
Title: Managing Director




USAA Life Insurance Company
By: BlackRock Financial Management, Inc., its investment manager




By:			/s/ Jordan Albert
Name: Jordan Albert
Title: Director




USAA Life Insurance Company of New York
By: BlackRock Financial Management, Inc., its investment manager




By:			/s/ Jordan Albert
Name: Jordan Albert
Title: Director

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]

This Agreement is hereby

accepted and agreed to as

of the date hereof.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:

Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser

By:

/s/ Andrew Bouffard

Name: Andrew Bouffard

Title: Vice President

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

GUGGENHEIM TAXABLE MUNICIPAL BOND & INVESTMENT GRADE DEBT
TRUST
By: Guggenheim Partners Investment Management, LLC as Investment Manager


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact


GUGGENHEIM FUNDS TRUST - GUGGENHEIM TOTAL RETURN BOND FUND
By: Guggenheim Partners Investment Management, LLC, as Investment Advisor


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact


GUGGENHEIM FUNDS TRUST - GUGGENHEIM CORE BOND FUND
By: Security Investors, LLC, as Management Company


By:			/s/ Amy J. Lee
Name: Amy J. Lee
Title: General Counsel and Secretary


MIDLAND NATIONAL LIFE INSURANCE COMPANY
By: Guggenheim Partners Investment Management, LLC


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

MIDLAND NATIONAL LIFE INSURANCE COMPANY
By: Guggenheim Partners Investment Management, LLC


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact


MORNINGSTAR TOTAL RETURN BOND FUND A SERIES OF MORNINGSTAR
FUNDS TRUST
By: Guggenheim Partners Investment Management, LLC as Subadviser


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact


NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
By: Guggenheim Partners Investment Management, LLC


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact


ST. PAUL TEACHERS’ RETIREMENT FUND ASSOCIATION
By: Guggenheim Partners Investment Management, LLC, as Manager


By:			/s/ Kathleen Amaro
Name: Kathleen Amaro
Title: Attorney-in-Fact

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.


LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED
By Legal & General Investment Management America, Inc., its Investment Manager




By:			/s/ Edward Wood
Name: Edward Wood
Title: Head of Private Credit Investment, North America

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

UNITED OF OMAHA LIFE INSURANCE COMPANY




By:			/s/ Tyler Feld
Name: Tyler Feld
Title: Director Corporate Credit

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]

This Agreement is hereby

accepted and agreed to as

of the date hereof.

LIFE INSURANCE COMPANY OF NORTH AMERICA

By: NYL Investors LLC, its Investment Manager

By:

/s/ Kimberly T. Stepancic

Name:

Kimberly T. Stepancic

Title:

Senior Director

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

By: NYL Investors LLC, its Investment Manager

By:

/s/ Kimberly T. Stepancic

Name: Kimberly T. Stepancic

Title: Senior Director

NEW YORK LIFE INSURANCE COMPANY

By: NYL Investors LLC, its Investment Manager

By:

/s/ Kimberly T. Stepancic

Name:

Kimberly T. Stepancic

Title:

Senior Director

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

PACIFIC LIFE INSURANCE COMPANY




By:			/s/ Jason Todd
Name: Jason Todd
Title: Vice President

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

PAN-AMERICAN LIFE INSURANCE COMPANY




By:			/s/ Lisa Baudot, CFA
Name: Lisa Baudot, CFA
Title: SVP & Chief Investment Officer

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

PRIVATE PLACEMENT TRUST INVESTORS, LLC

By: PGIM Private Placement Investors,
L.P., as Managing Member

By: PGIM Private Placement Investors, Inc.,
as its General Partner




By:			/s/
			Vice President




THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: PGIM, Inc., as investment manager




By:			/s/
			Vice President

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its Bermuda Branch




By:						/s/ Anton Pfisztner
Name:						Anton Pfisztner
Title:						Managing Director, Project Finance





By:						/s/ Bennett Lum
Name:						Bennett Lum
Title:						Senior Director, Project Finance

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its U.S. Branch




By:						/s/ Andrew Kleeman
Name:						Andrew Kleeman
Title:						Senior Managing Director





By:						/s/ Elizabeth Thorne
Name:						Elizabeth Thorne
Title:						Managing Director




SLC MANAGEMENT U.S. INTERMEDIATE INVESTMENT GRADE PRIVATE CREDIT
FUND, L.P.
By: Sun Life Capital Management (U.S.) LLC, its Investment Adviser




By:						/s/ Andrew Kleeman
Name:						Andrew Kleeman
Title:						Senior Managing Director





By:						/s/ Elizabeth Thorne
Name:						Elizabeth Thorne
Title:						Managing Director

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

SUN LIFE AND HEALTH INSURANCE COMPANY (U.S.)




By:						/s/ Andrew Kleeman
Name:						Andrew Kleeman
Title:						Senior Managing Director





By:						/s/ Elizabeth Thorne
Name:						Elizabeth Thorne
Title:						Managing Director

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

SWISS REINSURANCE COMPANY LTD




By:						/s/ Martina Kovac
Name: Martina Kovac
Title:						Authorized Signer





By:						/s/ Valeria Seri
Name:						Valeria Seri
Title:						Authorized Signer

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]


This Agreement is hereby
accepted and agreed to as
of the date hereof.

CUMIS Insurance Society, Inc.

By:	MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management)
	acting as Investment Advisor



	By:	/s/ Stan J. Van Aartsen
	Name: Stan J. Van Aartsen
	Title: Managing Director, Investments

[Signature Page to Note Purchase Agreement (MN8 Portfolio IV LLC and MN8 Mulberry BESS HoldCo LLC)]

EXHIBIT A

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Accredited Investor” means an institutional accredited investor as defined in Rule 501 under the Securities Act.

“Additional Issuance Date” means the date of any issuance of Additional Notes.

“Additional Notes” means any Notes other than the Initial Notes.

“Additional Section 8.2 Acceptance Deadline Date” is defined in Section 8.2(f).

“Additional Project Document” means any contract, undertaking, agreement or other instrument related to the testing, maintenance, repair, operation or use of, or sale of electric energy, power or ancillary services from, any Utility Scale Project entered into by an Issuer or any of its Subsidiaries and any other Person subsequent to the date of the Initial Closing, pursuant to which such Issuer or such Subsidiary is projected to make or receive payments, in either case, greater than $25,000,000 in the aggregate with all other Additional Project Documents during the then current or any succeeding year or that could otherwise reasonably be expected to have a Material Adverse Effect; provided that all related contracts, undertakings, agreements and other instruments entered into substantially concurrently with the same counterparty with respect to the same Utility Scale Project shall be considered one contract for purposes of this definition; provided further that no contract, undertaking, agreement or instrument shall constitute an Additional Project Document if it: (a)(i) is entered into by an Issuer or any of its Subsidiaries in the ordinary course of business in connection with the furnishing of goods or the performance of services and (ii) can be readily replaced by other contracts, undertakings, agreements or instruments having substantially similar terms and conditions, (b) is a Financing Document or is customary financing documentation entered into in connection with the incurrence of Indebtedness permitted under Section 10.6, and (c) is entered into to effect any sale, transfer, lease, sublease or other disposition permitted hereunder.

“Additional Senior Notes” is defined in Section 1.1.

“Affected Project” means:

(a) for purposes of Section 9.21, each Utility Scale Project in respect of which the corresponding Power Purchase Agreement has not been maintained in full force and effect until the expiration of its term (unless it has been replaced in accordance with the provisos to Section 9.21); and

(b) for purposes of Section 10.16(b), each Utility Scale Project in respect of which (i) an Obligor or its applicable Subsidiaries have agreed to assign any rights under the Power Purchase Agreement for such Utility Scale Project, (ii) an Obligor or its applicable

A-1

Subsidiaries have agreed to amend or waive any provision of, or enter into any change order under, the Power Purchase Agreement for such Utility Scale Project, (iii) an Obligor or its applicable Subsidiaries have agreed to the assignment by the counterparty to the Power Purchase Agreement for such Utility Scale Project of such counterparty’s rights or obligations under such Power Purchase Agreement, and/or (iv) an Obligor or its applicable Subsidiaries have terminated or consented to the termination of the Power Purchase Agreement for such Utility Scale Project.

“Affiliate” means, at any time, and with respect to any Person, (a) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (b) any other Person who is a director, officer or employee (i) of such Person, (ii) of any subsidiary or parent company of such Person or (iii) of any Person described in subclause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote more than 50% of the securities having ordinary voting power for the election of directors of any such Person or (y) to otherwise direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Issuers.

“Agent” is defined in the Intercreditor Agreement.

“Agreement” means this Note Purchase Agreement, including all Schedules attached to this Agreement.

“American Beech Project” means the approximately 196 MW solar photovoltaic energy project located in Halifax County, North Carolina.

“Annual Operating Budget” means a consolidated annual operating budget for the Issuers and their Subsidiaries.

“Anti-Corruption Laws” means any law or regulation regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. jurisdiction, or any non-U.S. jurisdiction to which the Issuers or any Guarantor is subject, regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Applicable Aggregate Prepayment Amount” is defined in Section 8.2(f).

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

A-2

“Applicable Prepayment Date” is defined in Section 8.2(f).

“Applicable Rating Agency” means the Rating Agency that has assigned the Senior Notes a Credit Rating.

“Authorized Denominations” is defined in Section 8.3.

“Authorized Officer” means (a) with respect to any Obligor, any authorized signatory of the Manager and (b) with respect to any Person (including any Obligor), the chief executive officer, president, chief financial officer, general counsel, principal accounting officer, treasurer, assistant treasurer or any vice president of such Person, or the equivalent position of such Person provided pursuant to the applicable Organizational Documents, or such other officer or representative (or individual holding a designated authorized office) specifically authorized by such Person’s managing member, board of directors, management committee or equivalent governing body.

“Base Case Projections” means the Initial Base Case Projections, as may be updated (a) in connection with the issuance of the First Delayed Draw Closing Notes, the issuance of the Second Delayed Draw Closing Notes, the occurrence of the Delayed Draw Proceeds Account Withdrawal Date for any Delayed Draw Project or any issuance of Additional Senior Notes or (b) as otherwise contemplated herein.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country, or regime that is blocked or otherwise a target of comprehensive sanctions that have been imposed under Economic Sanctions Laws, or (c) a Person that is a department or instrumentality of, or is otherwise beneficially owned by or controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Bluebird Project” means the approximately 137 MW solar photovoltaic energy project located in Harrison County, Kentucky.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Called Principal” is defined in Section 8.7.

“Cancelled Projects” means any Delayed Draw Project that does not become an Eligible Project on or prior to the Outside Delayed Draw Proceeds Account Withdrawal Date.

“Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Issuers and their consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Issuers for such period prepared in accordance with GAAP and (b) obligations under Capital Leases or Synthetic Leases incurred by the Issuers and their consolidated Subsidiaries during such period.

A-3

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Cash Diversion Guaranty” means that certain Sponsor Cash Diversion Guaranty, dated as of the date of the Initial Closing, by MN8 in favor of the First Lien Collateral Agent.

“Cash Flow Available for Debt Service” means, with respect to any period, an amount equal to (a) the amount of Revenue deposited (or, with respect to any future period, reasonably projected in good faith, on the basis of assumptions substantially consistent with the Base Case Projections or otherwise reasonable at the time, to be deposited) into a Revenue Account during such period minus (b) all amounts paid (or, with respect to any future period, reasonably projected in good faith, on the basis of assumptions substantially consistent with the Base Case Projections or otherwise reasonable at the time, to be paid) during such period pursuant to Section 3.8(b)(i), Section 3.9(b)(i), Section 3.1(b)(i) and Section 3.1(b)(ii) of the Depositary Agreement.

“Change of Control” means an event or series of events which: (a) any Issuer ceases to be actively managed by Manager or a Qualified Replacement Manager, or (b) the Manager or a Qualified Owner shall cease, directly or indirectly, to own and control legally and beneficially at least 51% of the Equity Interests in each Issuer.

“Closing” means the Initial Closing, the First Delayed Draw Closing or the Second Delayed Draw Closing, as the context may require.

“Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.

“Co-Issuer” is defined in the first paragraph of this Agreement.

“Co-Issuer Pledgor” is defined in the first paragraph of this Agreement.

“Collateral” is defined in the Intercreditor Agreement.

“Community Solar Project” means each of the Initial Projects set forth on Schedule A-7.

“Concentration Limits” is defined on Schedule A-5.

“Condemnation” means any taking, seizure, condemnation, confiscation or requisition, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi-public use under any Applicable Law.

“Confidential Information” is defined in Section 21.

“Consent” means each consent to assignment and/or change of control delivered in accordance with Section 9.22, by and among the Persons identified therein.

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“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Controlled Entity” means any Subsidiary of any Pledgor.

“Credit Rating” means, with respect to (a) a Person, the rating assigned by a Rating Agency to the senior long-term unsecured debt obligations of such Person or, if such Person does not have senior unsecured long-term debt that is rated by a Rating Agency, the rating assigned by a Rating Agency as the corporate credit rating or issuer rating of such Person (in each case not supported by any third party credit enhancement) and (b) any Securities, the rating assigned by a Rating Agency to such Securities. In the event two Rating Agencies have assigned such Person a Credit Rating, the applicable Credit Rating shall be the lower of the two and, in the event more than two Rating Agencies have assigned such Person a Credit Rating, the applicable Credit Rating shall be the second highest of the ratings.

“Debt Service” is defined in the Depositary Agreement.

“Debt Service Coverage Ratio” means, for each Rolling Period, the ratio of: (a) Cash Flow Available for Debt Service during such Rolling Period to (b) Debt Service during such Rolling Period, in each case, as reasonably determined by the Issuers and in any case including applicable scheduled Debt Service at the time of such calculation. Notwithstanding the foregoing, for purposes of calculating the Debt Service Coverage Ratio for any Rolling Periods that end prior to the twelfth (12th) month anniversary of the date of Initial Closing, the Debt Service Coverage Ratio shall be calculated for the period from the Initial Closing to the end of such Rolling Period.

“Debt Service Reserve Account” is defined in the Depositary Agreement.

“Declassification Event” means any event in which the Issuers (i) fail to deliver the Green Issuance Report; (ii) fail to provide required certification or information; (iii) fail to comply materially with the requirements of this Agreement related to the “Green” designation, including alignment with the Green Bond Principles or the Framework; (iv) do not allocate an equivalent amount of the Green Notes to Eligible Green Projects; or (v) provide materially inaccurate information in any Green Issuance Report.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” mean, with respect to any Series of Notes, that rate of interest per annum that is 2.00% above the rate of interest stated in clause (a) of the first paragraph of the Notes of such Series.

“Delayed Draw Amount” means, in respect of each Delayed Draw Project, the portion of the applicable Delayed Draw Closing Notes allocated to such Delayed Draw Project as set forth on Schedule A-4.

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“Delayed Draw Closing Notes” means the First Delayed Draw Closing Notes and the Second Delayed Draw Closing Notes, as the context may require.

“Delayed Draw Issuance Date” means the First Delayed Draw Issuance Date and the Second Delayed Draw Issuance Date, as the context may require.

“Delayed Draw Prepayment Amount” is defined in Section 8.2(d)(ii).

“Delayed Draw Proceeds Account” is defined in the Depositary Agreement.

“Delayed Draw Proceeds Account Withdrawal Certificate” is defined in the Depositary Agreement.

“Delayed Draw Proceeds Account Withdrawal Date” is defined in Section 4.4.

“Delayed Draw Project Companies” means the First Delayed Draw Closing Project Company and the Second Delayed Draw Project Companies, as the context may require.

“Delayed Draw Projects” means the First Delayed Draw Closing Project and the Second Delayed Draw Projects, as the context may require.

“Depositary Accounts” is defined in the Depositary Agreement.

“Depositary Agreement” means that certain Depositary Agreement, dated as of the date hereof, among the Issuers, the LC Facility Agent, the First Lien Collateral Agent, the Depositary Bank and each other Person party thereto from time to time.

“Depositary Bank” means HSBC Bank USA, N.A., in its capacity as Depositary Bank under the Depositary Agreement.

“DG Project” means each Project that is neither a Utility Scale Project nor Community Solar Project.

“Discounted Value” is defined in Section 8.7.

“Discretionary Capital Expenditures” is defined in Section 10.9(c).

“Disposition” or “Dispose” means the sale, assignment (other than an assignment for security), transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment (other than an assignment for security), transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Distribution Conditions” is defined in Section 10.7.

“Distribution Reserve Account” is defined in the Depositary Agreement.

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“Dollars” or “$” means lawful money of the United States.

“Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States, the European Union, the United Nations, Canada or any other governmental body with relevant jurisdiction pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act, and OFAC regulations.

“Eligible Green Project” means the “Project” qualified as eligible under the “Green Finance Framework”.

“Eligible Project” means, with respect to any project:

(a) (i) if such project is financed with the proceeds of the Initial Closing Notes, such project is a distributed generation solar or solar plus storage project, a community solar or solar plus storage project or a utility-scale solar, stand-alone storage or solar plus storage project and (ii) if such project is financed with the proceeds of the Delayed Draw Closing Notes, Additional Senior Notes or Subordinate Notes, such project is a utility-scale solar or solar plus storage project;

(b) such project has achieved commercial operation under its power purchase agreement or similar customer agreement, has achieved substantial completion funding under its Tax Equity Documents and has been “placed in service” for U.S. federal tax purposes;

(d) the material equipment for such project has been supplied by original equipment manufacturers that are satisfactory to the Independent Engineer (as indicated in writing by the Independent Engineer);

(e) if such project has tax equity or tax credit transfer arrangements, such tax equity or tax credit transfer arrangements shall be with tax equity or tax credit transfer providers on terms, taken as a whole, that are no less favorable than those then-available in the market;

(f) such project is located in the United States;

(g) not more than four years have elapsed since the later of (i) the achievement of the initial commercial operation for such project or (ii) the achievement of a repowering with respect to a majority of the nameplate capacity of such project;

(h) such project is subject to one or more fixed-price hedge agreements, fixed-price power purchase agreements or similar fixed-price customer agreements that (i) in the aggregate, apply to at least 50% of the nameplate capacity of such project and (ii) each have a term of at least 10 years from the applicable commercial operation date for such project; and

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(i) if such project is a participant in the Electric Reliability Council of Texas market, such project is not subject to any fixed-shape hedge agreements.

“Emergency Capital Expenditures” means those capital expenditures reasonably believed by the applicable Issuer in its good faith judgment to be required to be expended in order to prevent or mitigate an emergency situation involving endangerment of life, human health, safety or the environment or damage to property.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws (including common law), regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or Hazardous Materials.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein).

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with any Obligor under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Event of Loss” means any loss of, destruction of, or damage to any asset or property of any Obligor or any Subsidiary thereof.

“EWG” means an “exempt wholesale generator” as defined in Section 1262(6) of PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“Existing Credit Facilities” means (a) the Credit Agreement, dated as of December 31, 2024, among MN8 Devco 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liability company (the “Opco Borrower”, and together with the Devco Borrower, the “Borrowers”), Natixis, New York Branch, as administrative agent, Natixis, New York Branch, as collateral agent, each lender from time to time party thereto and each issuing bank from time to time party thereto (the “Existing Lenders”), as amended by that certain First Amendment dated as of May 6, 2025 by and among Natixis, New York Branch, as administrative agent, the Borrowers, and the Existing Lenders, as further amended by that certain Second Amendment dated as of June 12, 2025, by and among Natixis, New York Branch, as administrative agent, the Borrowers and the Existing Lenders, as may be further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, which Existing

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Credit Facility financed the construction of the Delayed Draw Projects, (b) any other Indebtedness for borrowed money with respect to which a Delayed Draw Project Company (or any Subsidiary of an Issuer that owns Equity Interests in such Delayed Draw Project Company) is liable or with respect to which the Delayed Draw Project Company (or any Subsidiary of an Issuer that owns Equity Interests in such Delayed Draw Project Company) has granted Liens, and (c) the Credit Agreement, dated as of February 23, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time) among GSRP Warehouse I LLC, a Delaware limited liability company, the lenders party thereto, each issuing bank party thereto, MUFG Bank, Ltd., as administrative agent and MUFG Union Bank, N.A., as collateral agent, which Existing Credit Facility financed certain Initial Projects.

“Existing Credit Facilities Delayed Draw Proceeds Account Withdrawal Date Required Repayment” is defined in Section 4.4(u).

“Existing Credit Facilities Initial Closing Required Repayment” is defined in Section 4.1(bb).

“FATCA” means (a) sections 1471 through 1474 of the Code (or any amended or successor version), together with any current or future regulations or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

“Federal Energy Regulatory Authorizations, Exemptions, and Waivers” means MBR Authority under the FPA, status as a QF under PURPA, status as an EWG under PUHCA, and the PUHCA Exemption or Waiver.

“FERC” means the Federal Energy Regulatory Commission and its successors.

“Financing Documents” means the Note Documents and all documents entered into in connection with the LC Facility.

“First Delayed Draw Closing” is defined in Section 3.2.

“First Delayed Draw Closing Notes” is defined in Section 1.2.

“First Delayed Draw Closing Project” means the Bluebird Project.

“First Delayed Draw Closing Project Company” means Bluebird Solar LLC, a Kentucky limited liability company.

“First Delayed Draw Issuance Date” is defined in Section 3.2.

“First Lien Collateral Agent” is defined in the first paragraph of this Agreement.

“First Lien Obligations” is defined in the Intercreditor Agreement.

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“First Lien Pledge and Security Agreement” means the First Lien Pledge and Security Agreement, dated as of the date hereof, by and between the Issuers, the Pledgors, each other Obligor and the First Lien Collateral Agent.

“First Lien Secured Parties” is defined in the Intercreditor Agreement.

“First Lien Security Documents” means the Depositary Agreement, the First Lien Pledge and Security Agreement, each Consent and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties.

“Fitch” means Fitch Ratings, Inc.

“FPA” means the Federal Power Act, as amended, and FERC’s implementing regulations related thereto.

“Fraudulent Conveyance” is defined in Section 23(j).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“Good-Faith Contest” means the contest of an item if (a) the item is diligently being contested in good faith and, when applicable, by appropriate proceedings timely instituted, (b) adequate reserves are established in accordance with GAAP with respect to the contested item (if and to the extent GAAP require the establishment of such reserves) and (c) during the period of such contest, the enforcement of any contested item is effectively stayed.

“Governmental Authority” means

(a) the government of

(i) the United States or any state or other political subdivision thereof, or

(ii) any other jurisdiction in which any Obligor or any Subsidiary thereof conducts all or any part of its business, or which asserts jurisdiction over any properties of any Obligor or any such Subsidiary, or

(iii) for purposes of Section 5.14(b) only, any other jurisdiction in which the Issuers or any of its Controlled Entities conducts all or any part of its business, or which asserts jurisdiction over any properties of the Issuers or any of its Controlled Entities, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

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“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order, approval, registration, exemption or consent decree of or from any Governmental Authority.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Green Bond Principles” means the voluntary process guidelines for categorizing bonds as “green” administered by the International Capital Market Association and published in June 2021, with June 2022 Appendix in relation to promoting the development and integrity of green bond products.

“Green Coordinator” means Natixis, New York Branch, appointed hereunder to facilitate voluntary alignment by the parties with the Green Finance Framework and the four components of the Green Bond Principles in connection with this Agreement. The Green Coordinator, acting in such capacity shall have the duties customarily performed by such Coordinator, provided that the Green Coordinator shall not have any liabilities under the Note Documents or otherwise in relation to the Note Documents or the Projects.

“Green Finance Framework” or “Framework” shall mean MN8 Energy LLC Green Finance Framework, dated as of November 2023, summarizing the governance of the Green Notes in accordance with the Green Bond Principles, made available to the holders of the Notes and supported by an independent Second Party Opinion.

“Green Issuance Report” means an annual report which sets out the allocation of the net proceeds toward the Eligible Green Projects, the operating status of the Eligible Green Projects and the actual and/or expected environmental impact of the Eligible Green Projects as described in the reporting section of the Green Finance Framework.

“Green Notes” means the Notes.

“Guaranteed Obligations” is defined in Section 13.1.

“Guarantors” is defined in the first paragraph of this Agreement, together with any additional Persons who become Guarantors pursuant to Section 13.6.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

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(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that pose a hazard to health and safety, the removal of which is required, or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is restricted, prohibited or penalized, by any applicable Environmental Law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead-based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Issuers pursuant to Section 14.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 18.2 and 19 and any related definitions in this Exhibit A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Indebtedness” with respect to any Person means, at any time, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

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(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. For the avoidance of doubt, Permitted Equity Commitments, Permitted Project Undertakings and Project Obligations shall not constitute Indebtedness.

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

“Independent Engineer” means Enertis Applus+ or such other Person as the Required Holders may engage on behalf of the holders of the Notes with the consent of the Issuers (not to be unreasonably withheld or delayed) to act as Independent Engineer for purposes of this Agreement and the other Note Documents.

“Independent Engineer Report” means the report titled, “Independent Engineering Report on the Greenbond IV Portfolio,” prepared by the Independent Engineer dated April 14, 2025.

“INHAM Exemption” is defined in Section 6.2(e).

“Initial Base Case Projections” is defined in Section 4.1(r).

“Initial Closing” is defined in Section 3.1.

“Initial Closing Notes” is defined in Section 1.2.

“Initial Notes” is defined in Section 1.2.

“Initial Projects” means all Projects other than the Delayed Draw Projects.

“Initial Purchaser” and “Initial Purchasers” have the meanings assigned to such term in the recital of parties to this Agreement.

“Initial Section 8.2 Acceptance Deadline Date” is defined in Section 8.2(f).

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“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) at least $1,000,000 of the aggregate principal amount of the Notes of any Series then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Insurance Consultant” means Moore McNeil, LLC or such other independent insurance consultant of recognized expertise selected by the Required Holders with the consent of the Issuers (such consent not to be unreasonably withheld or delayed), to act as Insurance Consultant in connection with the transactions contemplated by the Note Documents.

“Interconnection Agreements” means each interconnection agreement entered into with respect to a Utility Scale Project.

“Intercreditor Agent” means HSBC Bank USA, N.A., in its capacity as Intercreditor Agent under the Intercreditor Agreement, together with its successors and assigns in such capacity.

“Intercreditor Agreement” means that certain Collateral Agency and Intercreditor Agreement, dated as of the date hereof, among the LC Facility Agent, the First Lien Collateral Agent, the Intercreditor Agent, the Purchasers from time to time party thereto, each Obligor and the other Persons from time to time party thereto.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guaranty or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, net of any dividends, interest, distributions, return of capital and other amounts received or realized in respect of such Investment, up to the original amount of such Investment. For the avoidance of doubt, neither any Permitted Project Undertakings nor any payment pursuant to and in accordance with the terms of Project Obligations in effect on the date of the Initial Closing or entered into after the Initial Closing not in contravention of this Agreement shall be deemed to constitute an Investment.

“IRS” is defined in Section 15.3.

“Issuer” is defined in the first paragraph of this Agreement.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit J.

“Knowledge” means, with respect to (a) any Obligor or Subsidiary thereof, the actual knowledge of the Persons set forth on Schedule A-1 after due inquiry of his or her direct reports within the Manager who are reasonably believed to have the relevant information; and (b) any

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other Person, the actual knowledge of such Person (and “Know” and “Knowingly” shall be construed accordingly).

“LC Facility” means the letter of credit facility contemplated by the LC Facility Credit Agreement and any Replacement LC Facility.

“LC Facility Agent” is defined in the Depositary Agreement.

“LC Facility Credit Agreement” is defined in the Depositary Agreement.

“LC Loans” is defined in the Depositary Agreement.

“Letters of Credit” is defined in the Depositary Agreement.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person.

“Loss Proceeds” means (a) proceeds of any property insurance policy covering the Issuers, any of their Subsidiaries or any Project, (b) all proceeds from any Condemnation of all or any part of a Project or any other asset of any Obligor or any Subsidiary thereof and (c) all other proceeds, compensation, awards, damages and other payments or relief received by the Issuers or any of their Subsidiaries in respect of an Event of Loss or a Termination Event (other than, in each case, business interruption insurance proceeds, other payments received for interruption of operations during the applicable period and the proceeds of workers’ compensation, employees’ liability and automobile liability insurance).

“Major Maintenance Reserve Account” is defined in the Depositary Agreement.

“Make-Whole Amount” is defined in Section 8.7.

“Management Services Agreement” means the Management Services Agreement, by and between Parent and Manager, dated as of August 4, 2022.

“Manager” means MN8 Energy LLC, a limited liability company organized under the laws of the State of Delaware.

“Market Consultant” means Wood Mackenzie.

“Market Consultant Report” means the report titled, “Lenders’ Report to Support MN8 Asset Portfolio”, prepared by the Market Consultant dated April, 2025.

“Material” means, in respect of the applicable affected Projects (or Subsidiaries owning such Projects), that, based on the Cash Flow Available for Debt Service for the most recently completed Rolling Period for which financial statements have been delivered in accordance with Section 7.1, such affected Projects, in the aggregate, generated 10% or more of the aggregate Cash Flow Available for Debt Service over such Rolling Period.

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“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets, liabilities or properties of the Obligors and their respective Subsidiaries, taken as a whole, (b) the ability of the Obligors, taken as a whole, to perform their material obligations under the Financing Documents, (c) the validity or enforceability of the Financing Documents, (d) the ability of the holders of the Notes or the other Secured Parties to enforce any of their material rights or remedies under the Financing Documents or (e) the validity, priority or perfection of the security interests of the First Lien Collateral Agent in the Collateral.

“Material Indebtedness” means Indebtedness for borrowed money in an aggregate outstanding principal amount of at least $35,000,000 (or its equivalent in the relevant currency of payment).

“Material Project Documents” means the Power Purchase Agreements, the Interconnection Agreements, the O&M Agreements, the operating agreements of each Project Company, the Warranty Obligations, each Shared Facilities Agreement, each Additional Project Document and each Replacement Agreement in respect of a Material Project Document, in each case in respect of any Utility Scale Project.

“Maturity Date” means (a) in the case of the Initial Notes, June 30, 2045 and (b) in the case of any Series of Additional Senior Notes or Subordinate Notes, the date set forth in the Supplemental NPA pursuant to which such Series of Notes is issued.

“MBR Authority” means an order by FERC pursuant to Section 205 of the FPA (a) authorizing a Project Company to sell energy, capacity and specified ancillary services at market-based rates, (b) accepting a tariff for filing that provides for such sales, and (c) granting such Project Company waivers of regulations and blanket authorizations customarily granted by FERC to an entity that sells wholesale power and ancillary services at market-based rates, including blanket approval for the issuance of securities and assumption of liabilities under Section 204 of the FPA.

“Memorandum” is defined in Section 5.3.

“Merchant Revenues” means any projected Revenues that are not derived from a fixed-price hedge agreement, fixed-price power purchase agreement or similar fixed-price customer agreement.

“Minimum Debt Service Coverage Ratios” means, as of any date, projected minimum Debt Service Coverage Ratios, based on Revenues from the Projects (giving pro forma effect to any acquisition of any Eligible Project by any Obligor on such date pursuant to Section 10.15), in each Rolling Period through the Maturity Date of at least the following:

(a) 1.20:1.00 based on Revenues derived from fixed-price hedge agreements, fixed price power purchase agreements or similar fixed-price customer agreements from Utility Scale Projects, DG Projects and Community Solar Projects;

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(b) 1.40:1.00 based on Revenues not derived from fixed-price hedge agreements, fixed-price power purchase agreements or similar fixed-price customer agreements from Community Solar Projects; and

(c) 1.60:1.00 based on Revenues not derived from fixed-price hedge agreements, fixed-price power purchase agreements or similar fixed-price customer agreements from Utility Scale Projects and DG Projects (other than Reactive Power Revenues).

“MN8” means MN8 Energy LLC, a limited liability company organized under the laws of the State of Delaware.

“Moody’s” means Moody’s Investors Service, Inc.

“Mulberry BESS Project” means the battery energy storage project located in Kings County, California, commonly known as the “Mulberry BESS Project”, indirectly owned by the Co-Issuer.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Necessary Project Approvals” is defined in Section 5.6.

“Net Cash Proceeds” means, as applicable, (a) with respect to any Event of Loss, Termination Event or Condemnation, the aggregate amount of Loss Proceeds actually received (including by distribution from its Subsidiaries) by any Obligor in connection with such Event of Loss, Termination Event or Condemnation, and (b) with respect to any Permitted Disposition or any other Disposition of assets that are subject to mandatory prepayment pursuant to Section 8.2, the proceeds actually received (including by distribution from its Subsidiaries) by any Obligor in respect of such Disposition, in cash or cash equivalents, excluding any Loss Proceeds (to the extent included with clause (a) above), minus in the case of both clauses (a) and (b) (without duplication), the sum of all fees and out of-pocket expenses paid by any of the Obligors in connection with such event, and the amount of all Taxes paid (or reasonably estimated to be payable) by or to any of the Obligors, as a result of such event. For the avoidance of doubt, the amounts actually received by the Obligors in respect of clauses (a) and (b) shall include amounts received by any of their Subsidiaries only to the extent that such amounts are actually distributed to such Obligor (including after taking into account any restrictions under such Subsidiary’s Organizational Documents).

“New Obligor” means each Subsidiary of an Issuer that directly or indirectly owns Equity Interests in the applicable Project Company that owns a Project acquired in connection with the issuance of Notes (other than any Subsidiary that directly owns Equity Interests in a Project Company or the “class B” member in the Tax Equity Partnership or any of their Subsidiaries).

“Non-Obligor Subsidiary” means any Subsidiary of the Issuers that is not an Obligor.

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“Non-Recourse Persons” is defined in Section 24.10.

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States by any Obligor or any Subsidiary thereof primarily for the benefit of employees of any Obligor or one or more of its Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Note Documents” means this Agreement, the Intercreditor Agreement, the Security Documents, the Paying Agent Agreement, the Notes, each Supplemental NPA, the Cash Diversion Guaranty and any supplement thereto entered into in connection therewith.

“Notes” means the Senior Notes and the Subordinate Notes, such term to include any such Notes issued in substitution therefor pursuant to Section 14.

“Notes Agent” is defined in Section 15.6.

“O&M Agreements” means each operation and maintenance agreement entered into in respect of a Utility Scale Project.

“Obligors” is defined in the first paragraph of this Agreement.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s Certificate” means a certificate of an Authorized Officer or of any officer of the Issuers, a Guarantor or the Manager, whose responsibilities extend to the subject matter of such certificate.

“Offtaker Credit Support Reserve Account” is defined in the Depositary Agreement.

“Operating Statements” is defined in Section 7.1(i).

“Organizational Documents” means, with respect to any Person, its by-laws, partnership agreement, limited liability company agreement, operating agreement, management agreement or other similar or equivalent organizational, charter or constitutional agreement or arrangement, and its certificate of incorporation, certificate of formation or articles of organization, its certificate of partnership, or other similar or equivalent document.

“Outside Delayed Draw Proceeds Account Withdrawal Date” means September 30, 2026.

“Parent” means MN8 Energy Operating Company LLC, a limited liability company organized under the laws of the State of Delaware.

“Paying Agent Agreement” means that certain Paying Agent Agreement, dated as of the date of the Initial Closing, by and between the Issuers and the Notes Agent.

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“Payment Schedule” means, with respect to any of (i) the Initial Notes, the payment and amortization schedule attached hereto as Schedule A-6, as the same may be adjusted from time to time in accordance with the terms of this Agreement and (ii) with respect to any Additional Senior Notes, the applicable payment and amortization schedule attached to the applicable Supplemental NPA, as the same may be adjusted from time to time in accordance with the terms of this Agreement and the applicable Supplemental NPA.

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

“Permitted Asset Sale” is defined in Section 10.2(b).

“Permitted Dispositions” is defined in Section 10.2(b).

“Permitted Equity Commitments” means obligations of any Obligor or any of their Subsidiaries to make any payment in respect of any Equity Interest in any Subsidiary (and any guarantee by any Obligor or any of their Subsidiaries of such obligations) as long as each such payment in respect of such Equity Interest constitutes an Investment permitted by Section 10.8.

“Permitted Investments” means: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, deposit accounts, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by the Depositary Bank or any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000 and rated at least “AA-” by S&P, “Aa3” by Moody’s or AA- by Fitch; (c) commercial paper of an issuer rated at least “A-1” by S&P, “P-1” by Moody’s or F1+ by Fitch, or carrying an equivalent rating by a nationally recognized rating agency, if all three of the named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) above, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least “AA-” by S&P, “Aa3” by Moody’s or AA- by Fitch; (f) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) above; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) above; or (h) money market funds that (x) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (y) are rated “AAA” by S&P, “Aaa” by Moody’s or AAA by Fitch and (z) have portfolio assets of at least $5,000,000,000 (subject to a maximum of 5% of fund capital).

“Permitted Liens” is defined in Section 10.5.

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“Permitted Project Undertakings” means guaranties by or obligations of any Obligor or any of their Subsidiaries in respect of Project Obligations.

“Permitted Senior Secured Indebtedness” means the LC Facility, the Initial Notes and Additional Senior Debt (as defined in the Intercreditor Agreement).

“Permitted Tax Credit Sale Transaction” is defined in Section 10.2(b).

“Permitted Tax Distributions” means cash dividends or other distributions declared and paid for the sole purpose of funding the payments by the direct or indirect owners of the Issuers of the Taxes owed with respect to their respective allocable shares of the taxable net income for such period of any of the Issuers and any of their Subsidiaries, provided that such dividends or other distributions shall not exceed, in any taxable period, an amount equal to (a) the product of (i) the highest marginal combined income Tax rates then in effect applicable to a corporation resident in Wilmington, Delaware (taking into account the deductibility of state and local Taxes in computing U.S. Federal income Taxes) and (ii) net taxable income of the Issuers and such Subsidiaries for such taxable period reduced by any net losses or other tax attributes (other than tax credits) of any of the Issuers or any such Subsidiary carried over from prior periods to the extent not previously taken into account in computing net taxable income under this clause (ii), reduced, but not below zero, by (b) any tax credits of or allocable to the Issuers and such Subsidiaries for such taxable period and any such tax credits carried over from prior taxable periods to the extent not previously applied to reduce the amount of Permitted Tax Distributions. For purposes of clarification, Permitted Tax Distributions shall not include any dividends or other distributions made with respect to Taxes related to income (if any) of the Unrestricted Subsidiaries.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Placement Agents” means each of Natixis Securities Americas LLC, SG Americas Securities, LLC and HSBC Securities (USA) Inc.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Issuers or any ERISA Affiliate or with respect to which the Issuers or any ERISA Affiliate may have any liability.

“Pledgors” is defined in the first paragraph of this Agreement.

“Portfolio Company” means each of the entities designated as a “Portfolio Company” on Schedule 5.4.

“Portfolio Holding Company” means each of the entities designated as a “Portfolio Holding Company” on Schedule 5.4.

“Portfolio Issuer” is defined in the first paragraph of this Agreement.

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“Portfolio Pledgor” is defined in the first paragraph of this Agreement.

“Portfolio Value” is defined on Schedule A-5.

“Power Purchase Agreements” means each power purchase agreement or similar customer agreement entered into in respect of any Utility Scale Project.

“Power Purchaser” means the respective offtakers under the Power Purchase Agreements.

“Prairie Project” means the approximately 183 MW solar photovoltaic energy project located in Champaign County, Illinois.

“Pre-Ownership Period” means, with respect to any Subsidiary of an Issuer or any Project, the period prior to the date such Issuer or any of its Affiliates acquired such Subsidiary or Project.

“Preferred Stock” means any class of capital stock (or similar Equity Interests) of a Person that is preferred over any other class of capital stock (or similar Equity Interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“Project” means each of the projects described on Schedule A-2, together with any renewable electric generation or battery storage projects acquired in accordance with this Agreement; provided that any Project that is Disposed of, to any Person other than an Issuer or a Subsidiary of an Issuer, in accordance with this Agreement or any Cancelled Project shall no longer be a “Project”.

“Project Company” means each of the entities designated as a “Project Company” on Schedule 5.4, and any future Subsidiary of the Issuers that is designated as a “Project Company” pursuant to updated schedules delivered to the Purchasers in accordance with Section 4.4(k)(iii), Section 4.5(m)(iii) or Section 7.2(b).

“Project Documents” means the Material Project Documents (including any Replacement Agreements related thereto) and the agreements to which a Project Company or a Non-Obligor Subsidiary is a party relating to the ownership, development, construction, operation or maintenance of the Projects (other than the Financing Documents and the Tax Equity Documents).

“Project Obligations” means, as to any Obligor or any of its Subsidiaries, any Contractual Obligation of such Person under any Project Document or any Tax Equity Document.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Prudent Industry Practice” means those practices, methods, equipment, specifications and standards of safety and performance, as the same may change from time to time, as are commonly used by owners and operators of solar electric generation projects (or other type of renewable energy project, as applicable) in the United States of a type and size similar to the

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applicable Project as good, safe and prudent practices in connection with the operation, maintenance, repair, reconstruction and use of electrical and other equipment, facilities and improvements of such Project, with commensurate standards of safety, performance, dependability, efficiency and economy. “Prudent Industry Practices” does not necessarily mean the best possible or any particular practice, method, equipment specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, equipment specifications and standards.

“PTE” is defined in Section 6.2(a).

“PUHCA” means the Public Utility Holding Company Act of 2005, as amended, and all rules and regulations adopted thereunder.

“PUHCA Exemption or Waiver” has the meaning given to such term in Section 5.17(e).

“Purchaser” or “Purchasers” is defined in the recital of the parties to this Agreement.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“PURPA” means the Public Utility Regulatory Policies Act of 1978, as amended, and all rules and regulations adopted thereunder.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualified Operator” means any Person (a) that is (or has an Affiliate that is) the operator of one or more solar electric generating facilities for a period of at least three (3) years that, at the time of determination, are in commercial operation and that have an aggregate generating capacity of at least 500 megawatts, and such Qualified Operator’s qualifications are reviewed and approved as acceptable by the Independent Engineer; and (b) having (or the applicable obligations of which are guaranteed by an Affiliate having) either (i) a credit rating of “BBB-” or higher by S&P and “Baa3” or higher by Moody’s or (ii) a tangible net worth of at least $100,000,000.

“Qualified Owner” means any Person that (a) has a tangible net worth of at least $500,000,000 (or has a Credit Rating in respect of its senior unsecured and unguaranteed indebtedness or a corporate family Credit Rating of at least “BBB-” by S&P or Fitch or “Baa3” by Moody’s) or (b) has its obligations in respect of its direct or indirect ownership interests in the Pledgors (if any) guaranteed by an Affiliate satisfying such creditworthiness criteria; provided, however, that the requirements above shall only be deemed satisfied if prior to any such Person becoming an owner, directly or indirectly, of any equity interests in the Issuers, the Rating Condition has been satisfied.

“Qualified Replacement Manager” means any Person that (a) is (or has an Affiliate that is) the majority owner or operator of one or more solar electric generating facilities that, at the

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time of determination, are in commercial operation and that have an aggregate generating capacity of at least 300 megawatts (which shall include GSRP Services LLC, MN8 Solutions LLC and Parent) or (b) has contracted with one or more Persons to perform management, operation and maintenance services for the Projects, which are (or have an Affiliate that is), in each case, the majority owner or operator of one or more solar electric generating facilities that, at the time of determination, are in commercial operation and that have an aggregate generating capacity of at least 300 megawatts; provided, however, that the requirements above shall only be deemed satisfied if prior to any such Person replacing the Manager, the Rating Condition has been satisfied; provided further, that such prior satisfaction of the Rating Condition shall not be required if such Person is Parent or an Affiliate of MN8 Solutions LLC or Parent. For purposes of calculating percentage ownership by a Person of facilities co-owned with Tax Equity Investors, the Person who is the managing member with respect to or otherwise owns the controlling interest in such facilities shall be deemed the majority owner thereof.

“Qualifying Facility” or “QF” means a “qualifying small power production facility” as defined in Section 3(17)(C) of the FPA, 16 U.S.C. § 796(17)(C), and the implementing regulations of the FERC at 18 C.F.R. §§ 292.101(b)(1) and 292.203(a).

“Rating Agency” means each of Fitch, Moody’s, S&P or Kroll; provided that, if all of the foregoing entities shall cease to be in the business of providing credit ratings on products similar to the Notes, then “Rating Agency” shall include any other rating agency that, at the time of its designation hereunder, is designated as a nationally recognized statistical rating organization by the U.S. Securities and Exchange Commission and has had its ratings accepted by the National Association of Insurance Commissioners in determining its equivalent rating designations for reporting and reserving purposes and that is acceptable to the Required Holders (acting reasonably). For the avoidance of doubt, Egan-Jones Ratings shall not be a Rating Agency.

“Rating Condition” means that the holders have received a copy of written evidence from the Applicable Rating Agency that, after giving effect to the action contemplated, (a) the Credit Rating of each Series of Senior Notes will be at least BBB- or the equivalent and (b) there will not result any downgrade, qualification or withdrawal of any Credit Rating of any Series of Senior Notes from that in effect immediately prior to such action.

“Reimbursement Obligations” is defined in the Depositary Agreement.

“Reinvestment Yield” is defined in Section 8.7.

“Reactive Power Revenues” means, with respect to any Project, Revenues from such Project received pursuant to a tariff or rate schedule on file at FERC for reactive supply and voltage control service.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Remaining Average Life” is defined in Section 8.7.

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“Remaining Scheduled Payments” is defined in Section 8.7.

“Replacement Agreement” means any contract, agreement, undertaking or other instrument in replacement of a Material Project Document or Tax Equity Document which is entered into with a Replacement Counterparty and (a) such contract, agreement, undertaking or other instrument has economic terms and conditions that, taken as a whole, are no less favorable to the relevant Subsidiary of any Issuer than those in the Material Project Document or Tax Equity Document, as applicable, being replaced and has other terms and conditions which, in the case of such other terms and conditions, taken as a whole, are no less favorable to such Subsidiary in any material respect than those in the Material Project Document or Tax Equity Document, as applicable, being replaced, or (b) such contract, agreement, undertaking or other instrument is in form and substance satisfactory to the Required Holders, acting reasonably.

“Replacement Counterparty” means a Person (or any guarantor of such Person’s obligations) (a) having, on the date of such replacement, credit, or acceptable credit support, and experience equal to or greater than that of the party to the Material Project Document or Tax Equity Document, as applicable (including any guaranty thereof), being replaced, or (b) acceptable to the Required Holders, acting reasonably.

“Replacement LC Facility” is defined in the Intercreditor Agreement.

“Reported” is defined in Section 8.7.

“Required Capital Expenditure” means (a) Emergency Capital Expenditures and (b) capital expenditures incurred for the purpose of permitting the Obligors and their Subsidiaries (including, Project Companies) to comply with Applicable Law, regulatory requirements, Governmental Authorizations or the Project Documents.

“Required Holders” means, at any time (a) if Senior Notes are outstanding at such time, the holders of more than 50% in principal amount of the Senior Notes at such time outstanding, and (b) if no Senior Notes are outstanding at such time, the holders of more than 50% in principal amount of the Subordinate Notes, if any, at such time outstanding (exclusive of, in each of clause (a) and (b), Notes then owned by any Obligor or any of their Affiliates), and “Required Holders of Subordinate Notes” means, at any time, the holders of more than 50% in principal amount of the Subordinate Notes at such time outstanding, exclusive of Subordinate Notes then owned by any Obligor or any of their Affiliates.

“Required Sale” is defined in Section 10.2(b).

“Required Secured Parties” is defined in the Intercreditor Agreement.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members

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(or the equivalent of any thereof); provided that, for the avoidance of doubt, none of the following shall be considered a Restricted Payment: (a) reimbursement by the Issuers or any of its Subsidiaries to any Affiliate for payments made by such Affiliate on behalf of the Issuers or any of their Subsidiaries with respect to (i) collateral or financial assurance requirements of contracts (including reimbursement of drawn amounts under letters of credit or similar credit support) or (ii) repairs, replacements or restoration paid for and/or undertaken by such Affiliate in advance of receipt of any applicable insurance proceeds, (b) the payment of Sponsor Expenses (as defined in the Depositary Agreement) and Management Fees (as defined in the Depositary Agreement), in each case, in the amount permitted under Section 3.1(b)(i) of the Depositary Agreement, and (c) the distribution made by the Issuers set forth in the funds flow memorandum delivered on the date of the Initial Closing pursuant to Section 4.1(j) or the distribution to be made by the Issuers set forth in any Delayed Draw Proceeds Account Withdrawal Certificate delivered on the applicable Delayed Draw Proceeds Account Withdrawal Date pursuant to Section 4.4(j).

“Revenue Accounts” means the Portfolio Issuer Revenue Account and the Co-Issuer Revenue Account (each as defined in the Depositary Agreement).

“Revenue” is defined in the Depositary Agreement.

“Rolling Period” means a period of four consecutive fiscal quarters; provided, however, if fewer than four complete consecutive fiscal quarters remain between any date of measurement and the latest Maturity Date of the then outstanding Notes, then such period shall be deemed to be the period of complete consecutive fiscal quarters between such date of measurement and such Maturity Date.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission of the United States.

“Second Delayed Draw Closing” is defined in Section 3.3.

“Second Delayed Draw Closing Notes” is defined in Section 1.2.

“Second Delayed Draw Closing Projects” means (a) the American Beech Project, and (b) the Prairie Project.

“Second Delayed Draw Closing Project Companies” means (a) American Beech Solar LLC, a North Carolina limited liability company, and (b) Prairie Solar 1, LLC, a Delaware limited liability company.

“Second Delayed Draw Issuance Date” is defined in Section 3.3.

“Second Lien Security Documents” is defined in the Intercreditor Agreement.

“Second Party Opinion” or “SPO” means an independent assessment on the Green Finance Framework from Sustainalytics, which evaluated the MN8 Energy LLC Green Finance

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Framework and was delivered on November 30, 2023, and made available to the holders of the Notes.

“Secured Obligations” is defined in the Intercreditor Agreement.

“Secured Parties” is defined in the Intercreditor Agreement.

“Securities” or “Security” shall have the meaning specified in section 2(a)(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.

“Security Documents” means, collectively, the First Lien Security Documents and, from and after the execution thereof, the Second Lien Security Documents.

“Semiannual Payment Date” is defined in the Depositary Agreement.

“Senior Notes” is defined in Section 1.1.

“Senior Notes Offer” is defined in Section 1.3(f).

“Series” is defined in Section 1.1.

“Settlement Date” is defined in Section 8.7.

“Shared Facilities Agreement” means with respect to any Utility Scale Project, any agreement or arrangement that provides for the sharing, joint operation or use, joint venture, leasing or contingent use of the Utility Scale Project site or real estate rights, interconnection facilities or rights, or any other material property for the Utility Scale Project between the applicable Project Company and any other Person.

“Solvent” means, with respect to the applicable Obligors, taken as a whole, that (a) the fair value of the assets of such Obligors, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of such Obligors, (b) the present fair saleable value of the property of such Obligors will be greater than the amount that will be required to pay the probable liability of such Obligors on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Obligors will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (after giving effect to any Guaranty and credit support), and (d) such Obligors will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is then conducted and is proposed to be conducted following the applicable date. For purposes of this definition, (i) “able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (after giving effect to any Guaranty and credit support)” means that the applicable Obligors will be able to generate enough cash from operations, asset dispositions or refinancings, or a combination thereof, to meet their obligations as they become due, and (ii) the

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amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Source” is defined in Section 6.2.

“State Electric Utility Regulation” is defined in Section 5.17(f).

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under Economic Sanctions Laws.

“Subordinate Note Event of Default” means the occurrence of any of the following events: (a) the Issuers fail to make payment of any interest in respect of the Subordinate Notes upon the date when such interest becomes due and payable, and such failure continues uncured for five Business Days; (b) the Issuers fail to make payment of any principal in respect of the Subordinate Notes upon the date when such principal becomes due and payable; or (c) the occurrence of any of the Events of Default described in Section 11(h) or (i).

“Subordinate Notes” is defined in Section 1.1.

“Subordination Agreement” is defined in Section 1.4.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries); provided that, notwithstanding the foregoing, each Project Company and each Tax Equity Partnership shall be deemed Subsidiaries of the Obligors for all purposes hereunder; provided, further, that for purposes of the FPA, PUHCA and PURPA, reference to “Subsidiary” shall include any entity in which the Issuers either (i) directly or indirectly, in the aggregate holds voting securities in an amount equal to 10% or more of such entity’s voting securities, or (ii) has, or has the right to appoint, a non-independent member to such entity’s board of directors. Notwithstanding the foregoing (and except for the purposes of the definition of Unrestricted Subsidiary contained herein and for the purposes of Section 4.4(c), Section 4.4(q), Section 5.4(a), Section 5.4(b), Section 5.8, Section 5.14, Section 5.18, Section 9.1(b), Section 9.4, Section 9.14 and Section 10.4 (and, in each case and solely for the purposes of use in such Sections, the definitions used therein)), until the Delayed Draw Proceeds Account Withdrawal Date with respect to the First Delayed Draw Closing Project, an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Obligors for purposes of this Agreement or any other Financing Document.

“Substitute Purchaser” is defined in Section 22.

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“Super-Majority Holders” means at any time on or after the Initial Closing, the holders of at least 66-2/3% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuers or any of its Affiliates).

“Supplemental NPA” is defined in Section 1.3.

“Supplemental Reserve Account” is defined in the Depositary Agreement.

“SVO” means the Securities Valuation Office of the NAIC.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Tax” means any present or future tax, levy, impost, duty, deduction, withholding (including backup withholding), assessment, fee or other similar charge imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Equity Buyout Exercise” is defined in Section 10.8(b).

“Tax Equity Documents” means the collective reference to the equity capital contribution agreements, membership interest purchase agreements, operating agreements, administrative services agreements, tax credit transfer agreements, master leases, subleases, lease supplements, pass-through agreements, guaranties and other tax equity investment documents, in each case, in respect of any Tax Equity Partnership, any Tax Equity Lessee or any Tax Equity Lessor (or in the case of a tax credit transfer agreement, any other owner of a Project).

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“Tax Equity Guarantee” means any guarantee provided by any Obligor or any Affiliate or a Subsidiary thereof for the benefit of a Tax Equity Investor.

“Tax Equity Guarantor” each Obligor, or Affiliate or Subsidiary thereof, that is providing a Tax Equity Guarantee.

“Tax Equity Investor” means any Person other than any Obligor or any Affiliate or Subsidiary thereof that is party to a Tax Equity Document.

“Tax Equity Lessee” means each of the entities designated as a “Tax Equity Lessee” on Schedule 5.4, and any future entity that is designated as a “Tax Equity Lessee” pursuant to updated schedules delivered to the Purchasers in accordance with Section 4.4(k)(iii), Section 4.5(a), Section 4.5(m)(iii) or Section 7.2(b).

“Tax Equity Lessor” means each of the entities designated as a “Tax Equity Lessor” on Schedule 5.4, and any future entity that is designated as a “Tax Equity Lessor” pursuant to updated schedules delivered to the Purchasers in accordance with Section 4.4(k)(iii), Section 4.5(a), Section 4.5(m)(iii) or Section 7.2(b).

“Tax Equity Partnerships” means each of the entities designated as a “Tax Equity Partnership” on Schedule 5.4, and any future entity that is designated as a “Tax Equity Partnership” pursuant to updated schedules delivered to the Purchasers in accordance with Section 4.4(k)(iii), Section 4.5(a), Section 4.5(m)(iii) or Section 7.2(b).

“Tax-Exempt Person” means:

(a) a Person that is a “tax-exempt entity” (except to the extent (i) the exception under Section 168(h)(1)(D) or Section 168(h)(2)(B) of the Code applies with respect to the income from the applicable Projects for that Person) or a “tax-exempt controlled entity” (other than a “tax-exempt controlled entity” that has made the election provided by Section 168(h)(6)(F)(ii) of the Code) within the meaning of Section 168(h) of the Code;

(b) a Person described in Section 50(b)(3) or 50(b)(4) of the Code;

(d) a Person that is for U.S. federal income tax purposes an entity disregarded as separate from its owner or a partnership a direct or indirect owner of a beneficial interest in which is a “tax-exempt entity” or a “tax-exempt controlled entity” described in clause (a) or a Person that is described in Treasury Regulations Section 1.48-4(a)(1)(v), unless such “tax-exempt entity,” “tax-exempt controlled entity” or Person that is described in Treasury Regulations Section 1.48-4(a)(1)(v) holds such interest for U.S. federal income tax purposes through a taxable C Corporation (as defined in the Code) that either (i) is not a “tax-exempt controlled entity” within the meaning of Section 168(h) of the Code or (ii) is not treated as a “tax-exempt controlled entity” under Section 168(h)(6)(F) of the Code because it has made an election under Section 168(h)(6)(F)(ii) of the Code.

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“Tax Return” means any and all returns, reports, information returns, declarations, statements, certificates, bills, schedules, documents, claims for refund, or other written information of or with respect to any Tax which is supplied to or required to be supplied to any Governmental Authority, including any and all attachments, amendments and supplements thereto.

“Terminated PPA Sale” is defined in Section 10.2(b).

“Termination Event” means the termination of any Power Purchase Agreement prior to its scheduled expiry.

“Transmission Consultant” means PowerGEM.

“Transmission Consultant Report” means the report titled, “Congestion & Basis Analysis, Solar Facilities in PJM, MISO and NYISO”, prepared by the Transmission Consultant dated March 20, 2025.

“Treasury Regulations” means the regulations promulgated under the Code.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“United States” or “U.S.” means the United States of America.

“United States Person” has the meaning set forth in Section 7701(a)(30) of the Code.

“Unrestricted Subsidiary” shall mean until the Delayed Draw Proceeds Account Withdrawal Date with respect to the First Delayed Draw Closing Project, the Subsidiaries described on Schedule 5.4 as of the date of the Initial Closing as “Unrestricted Subsidiaries”. For purposes of clarification, from and after the Delayed Draw Proceeds Account Withdrawal Date with respect to the First Delayed Draw Closing Project, there shall be no Unrestricted Subsidiaries (and any Subsidiaries described on Schedule 5.4 as of the date of the Initial Closing as “Unrestricted Subsidiaries” shall thereafter be deemed to be “Subsidiaries” under the Agreement and the other Financing Documents (without taking into consideration the last sentence of the definition of “Subsidiaries”).

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“Utility Scale Project” means each (a) renewable electric generation project with a nameplate-rated capacity equal to or exceeding ten (10) MW and (b) the Mulberry BESS Project.

“Utility Scale Project Company” means each Project Company with respect to a Utility Scale Project.

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“Warranty Obligations” means each warranty in respect of modules, trackers, racking systems, inverters, transformers, nacelles, battery cells, power stages and battery cubes, as applicable, with respect to a Utility Scale Project.

“Weighted Average Life to Maturity” means, when applied to any Notes at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining payments of principal, including payment at final maturity, in respect of the applicable Notes, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Notes.

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“Project Lender” means any lenders or other third parties (including cash equity and tax

odules, in more than ten percent (10.0%) of the same part or component, in each case in any twelve-month period during the Term.

“Service Fee” shall have the meaning set forth in Section 6.1(a).

“Services” shall have the meaning set forth in Section 4.3(a).

“Site” means the real property on which a Project is located, as described in Exhibit B for such Project.

“Spare Parts” shall have the meaning set forth in Section 4.7(a).

“Spare Parts Stock” shall have the meaning set forth in Section 4.7(a).