Common use of Additional Seller Representations and Warranties Clause in Contracts

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”) (ii) If the Project utilizes Energy Storage, Seller has provided to SCE a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s), in addition to the Product delivered to SCE under this Agreement. (b) As of the Initial Delivery Date, Seller represents and warrants to SCE that the Project, and each Storage Unit (if any) included within the Project: (i) has a remaining design life that is at least equal to the number of years required for the Project to operate until the end of the Term in accordance with Prudent Electrical Practices, as attested by an Independent Engineer; (ii) is incremental capacity to the [SCE note: insert applicable circuit/substation]; and (c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) On the Project Completion Date, the Initial Delivery Date, and each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation or variant thereof, have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Project Completion Date to be later than the Expected Project Completion Date. [SCE Note: retain or remove as circumstances warrant.] (f) Seller is not and has not been a party to any current, pending, threatened or resolved enforcement action of any government agency, or any consent decree or settlement with any governmental agency or private person or entity regarding any failure in Seller’s data security safeguards, or otherwise regarding information privacy or security. Seller further represents that it has read and understood the Cyber Requirements, and that Seller is fully compliant with the Cyber Requirements. Seller further warrants that, throughout the term of the Agreement and as required in Section 14.01(h) (“Survival”), Seller will continue to comply fully with the Cyber Requirements. (g) All of Seller’s personnel, subcontractors and independent contractors involved with the Project have the requisite qualifications, education, experience, technical certifications training and education degrees provide the Product in a competent, workmanlike manner in accordance with Applicable Laws, Prudent Electrical Practices, and the provisions of this Agreement including the Cyber Requirements. (h) Seller also makes the additional representations and warranties (if any) set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As Each of the Effective DateSellers hereby, Seller severally and not jointly, represents and warrants to SCE thatthe Purchaser as to such Seller as of each Closing Date on which such Seller sells Mortgage Loans hereunder, and with respect to such Mortgage Loans, as of such Closing Date: (i) If the Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage Washington Mutual Bank, the Seller is a federal savings association, duly organized, validly existing and in good standing under the development, construction and operation laws of the Project (United States. If the Seller is Washington Mutual Bank fsb, the Seller is a “Special Purpose Entity”)federal savings bank, duly organized, validly existing and in good standing under the laws of the United States. (ii) If the Project utilizes Energy Storage, The Seller has provided all licenses necessary to SCE carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and deliver this Agreement, the Term Sheet, the Confidential Pricing Supplement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations herein contained, have been duly and validly authorized. This Agreement, the Term Sheet, the Confidential Pricing Supplement and all other documents and instruments contemplated hereby to which the Seller is a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s)party, in addition each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforceability, (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditor’s rights, and (ii) to general principles of equity, whether such enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms. (iii) No consent, approval, authorization, or order of any court or governmental agency or body relating to the Product delivered transactions contemplated by this Agreement and the transfer of legal title to SCE under the Mortgage Loans to the Purchaser, is required as to the Seller or, if required, such consent, approval, authorization, or order has been or will, prior to the applicable Closing Date, be obtained, except for any recordation of Mortgages or assignments of Mortgages or filing of UCC financing statements or amendments thereto to or for the benefit of the Purchaser pursuant to this Agreement. (biv) As The consummation of the Initial Delivery Datetransactions contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller represents and warrants to SCE that the Project, and each Storage Unit (if any) included within the Project: will not (i) has a remaining design life that is at least equal to result in the number breach of years required for the Project to operate until the end any term or provision of the Term in accordance with Prudent Electrical Practicescharter or by-laws of the Seller, as attested by an Independent Engineer; (ii) is incremental capacity to the [SCE note: insert applicable circuit/substation]; and (c) On each day on which Project Security result in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free breach of any liensterm or provision of, claims or encumbrancesconflict with or constitute a default under, except those liensor result in the acceleration of any obligation under, security interestsany material agreement, claims indenture, loan or encumbrances arising by operation of law that are given priority over a perfected security interest; and credit agreement or other instrument to which the Seller or its property is subject or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (v) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened, against the Seller which, either in any one instance or in the aggregate, is likely, in the Seller’s judgment, to result, in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (vi) The Seller is a U.S. Department of Housing and Urban Development (“HUD”) approved mortgagee pursuant to Section 203 of the National Housing Act of 1934, as amended. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD. (vii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not become constitute a party to violation with respect to, any order or otherwise be bound by decree of any agreementcourt or any order or regulation of any federal, other than this Agreementstate, municipal or governmental agency having jurisdiction over the Seller or its assets, which restricts in any manner violation might have consequences that would materially and adversely affect the rights of any present condition, financial or future holder of any otherwise, or the operations, of the Project Security with respect heretoSeller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder. (dviii) On Upon payment of the Project Completion DatePurchase Price by the Purchaser, in the event that the Seller retains record title to a Mortgage, the Initial Delivery Date, and each day Seller provides information shall retain such record title to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) such Mortgage solely in trust for the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the ProjectPurchaser as owner thereof. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation or variant thereof, have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Project Completion Date to be later than the Expected Project Completion Date. [SCE Note: retain or remove as circumstances warrant.] (f) Seller is not and has not been a party to any current, pending, threatened or resolved enforcement action of any government agency, or any consent decree or settlement with any governmental agency or private person or entity regarding any failure in Seller’s data security safeguards, or otherwise regarding information privacy or security. Seller further represents that it has read and understood the Cyber Requirements, and that Seller is fully compliant with the Cyber Requirements. Seller further warrants that, throughout the term of the Agreement and as required in Section 14.01(h) (“Survival”), Seller will continue to comply fully with the Cyber Requirements. (g) All of Seller’s personnel, subcontractors and independent contractors involved with the Project have the requisite qualifications, education, experience, technical certifications training and education degrees provide the Product in a competent, workmanlike manner in accordance with Applicable Laws, Prudent Electrical Practices, and the provisions of this Agreement including the Cyber Requirements. (h) Seller also makes the additional representations and warranties (if any) set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, The Seller hereby represents and warrants to SCE thatthe Purchaser as of each Closing Date on which the Seller sells Mortgage Loans hereunder, and with respect to such Mortgage Loans, as of such Closing Date: (i) The Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage a corporation, duly organized, validly existing and in good standing under the development, construction and operation laws of the Project (a “Special Purpose Entity”)State of Delaware. (ii) If the Project utilizes Energy Storage, The Seller has provided all licenses necessary to SCE carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and deliver this Agreement, the Term Sheet, the Confidential Pricing Supplement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations herein contained, have been duly and validly authorized. This Agreement, the Term Sheet, the Confidential Pricing Supplement and all other documents and instruments contemplated hereby to which the Seller is a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s)party, in addition each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforceability, (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditor’s rights, and (ii) to general principles of equity, whether such enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms. (iii) No consent, approval, authorization, or order of any court or governmental agency or body relating to the Product delivered transactions contemplated by this Agreement and the transfer of legal title to SCE under the Mortgage Loans to the Purchaser, is required as to the Seller or, if required, such consent, approval, authorization, or order has been or will, prior to the applicable Closing Date, be obtained, except for any recordation of Mortgages or assignments of Mortgages or filing of UCC financing statements or amendments thereto to or for the benefit of the Purchaser pursuant to this Agreement. (biv) As The consummation of the Initial Delivery Datetransactions contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller represents and warrants to SCE that the Project, and each Storage Unit (if any) included within the Project: will not (i) has a remaining design life that is at least equal to result in the number breach of years required for the Project to operate until the end any term or provision of the Term in accordance with Prudent Electrical Practicescertificate of incorporation or by-laws of the Seller, as attested by an Independent Engineer; (ii) is incremental capacity to the [SCE note: insert applicable circuit/substation]; and (c) On each day on which Project Security result in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free breach of any liensterm or provision of, claims or encumbrancesconflict with or constitute a default under, except those liensor result in the acceleration of any obligation under, security interestsany material agreement, claims indenture, loan or encumbrances arising by operation of law that are given priority over a perfected security interest; and credit agreement or other instrument to which the Seller or its property is subject or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (v) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened, against the Seller which, either in any one instance or in the aggregate, is likely, in the Seller’s judgment, to result, in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (vi) The Seller is a U.S. Department of Housing and Urban Development (“HUD”) approved mortgagee pursuant to Section 203 of the National Housing Act of 1934, as amended. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD. (vii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not become constitute a party to violation with respect to, any order or otherwise be bound by decree of any agreementcourt or any order or regulation of any federal, other than this Agreementstate, municipal or governmental agency having jurisdiction over the Seller or its assets, which restricts in any manner violation might have consequences that would materially and adversely affect the rights of any present condition, financial or future holder of any otherwise, or the operations, of the Project Security with respect heretoSeller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder. (dviii) On Upon payment of the Project Completion DatePurchase Price by the Purchaser, in the event that the Seller retains record title to a Mortgage, the Initial Delivery Date, and each day Seller provides information shall retain such record title to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) such Mortgage solely in trust for the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the ProjectPurchaser as owner thereof. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation or variant thereof, have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Project Completion Date to be later than the Expected Project Completion Date. [SCE Note: retain or remove as circumstances warrant.] (f) Seller is not and has not been a party to any current, pending, threatened or resolved enforcement action of any government agency, or any consent decree or settlement with any governmental agency or private person or entity regarding any failure in Seller’s data security safeguards, or otherwise regarding information privacy or security. Seller further represents that it has read and understood the Cyber Requirements, and that Seller is fully compliant with the Cyber Requirements. Seller further warrants that, throughout the term of the Agreement and as required in Section 14.01(h) (“Survival”), Seller will continue to comply fully with the Cyber Requirements. (g) All of Seller’s personnel, subcontractors and independent contractors involved with the Project have the requisite qualifications, education, experience, technical certifications training and education degrees provide the Product in a competent, workmanlike manner in accordance with Applicable Laws, Prudent Electrical Practices, and the provisions of this Agreement including the Cyber Requirements. (h) Seller also makes the additional representations and warranties (if any) set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, The Seller hereby represents and warrants to SCE thatthe Purchaser as of each Closing Date on which the Seller sells Mortgage Loans hereunder, and with respect to such Mortgage Loans, as of such Closing Date: (i) The Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage a corporation, duly organized, validly existing and in good standing under the development, construction and operation laws of the Project (a “Special Purpose Entity”)State of Delaware. (ii) If the Project utilizes Energy Storage, The Seller has provided all licenses necessary to SCE carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and deliver this Agreement, the Term Sheet, the Confidential Pricing Supplement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations herein contained, have been duly and validly authorized. This Agreement, the Term Sheet, the Confidential Pricing Supplement and all other documents and instruments contemplated hereby to which the Seller is a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s)party, in addition each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforceability, (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditor's rights, and (ii) to general principles of equity, whether such enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms. (iii) No consent, approval, authorization, or order of any court or governmental agency or body relating to the Product delivered transactions contemplated by this Agreement and the transfer of legal title to SCE under the Mortgage Loans to the Purchaser, is required as to the Seller or, if required, such consent, approval, authorization, or order has been or will, prior to the applicable Closing Date, be obtained, except for any recordation of Mortgages or assignments of Mortgages or filing of UCC financing statements or amendments thereto to or for the benefit of the Purchaser pursuant to this Agreement. (biv) As The consummation of the Initial Delivery Datetransactions contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller represents and warrants to SCE that the Project, and each Storage Unit (if any) included within the Project: will not (i) has a remaining design life that is at least equal to result in the number breach of years required for the Project to operate until the end any term or provision of the Term in accordance with Prudent Electrical Practicescertificate of incorporation or by-laws of the Seller, as attested by an Independent Engineer; (ii) is incremental capacity to the [SCE note: insert applicable circuit/substation]; and (c) On each day on which Project Security result in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free breach of any liensterm or provision of, claims or encumbrancesconflict with or constitute a default under, except those liensor result in the acceleration of any obligation under, security interestsany material agreement, claims indenture, loan or encumbrances arising by operation of law that are given priority over a perfected security interest; and credit agreement or other instrument to which the Seller or its property is subject or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (v) There is no action, suit, proceeding or investigation pending or, to the best of the Seller's knowledge, threatened, against the Seller which, either in any one instance or in the aggregate, is likely, in the Seller's judgment, to result, in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (vi) The Seller is a U.S. Department of Housing and Urban Development ("HUD") approved mortgagee pursuant to Section 203 of the National Housing Act of 1934, as amended. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD. (vii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not become constitute a party to violation with respect to, any order or otherwise be bound by decree of any agreementcourt or any order or regulation of any federal, other than this Agreementstate, municipal or governmental agency having jurisdiction over the Seller or its assets, which restricts in any manner violation might have consequences that would materially and adversely affect the rights of any present condition, financial or future holder of any otherwise, or the operations, of the Project Security with respect heretoSeller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder. (dviii) On Upon payment of the Project Completion DatePurchase Price by the Purchaser, in the event that the Seller retains record title to a Mortgage, the Initial Delivery Date, and each day Seller provides information shall retain such record title to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) such Mortgage solely in trust for the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the ProjectPurchaser as owner thereof. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation or variant thereof, have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Project Completion Date to be later than the Expected Project Completion Date. [SCE Note: retain or remove as circumstances warrant.] (f) Seller is not and has not been a party to any current, pending, threatened or resolved enforcement action of any government agency, or any consent decree or settlement with any governmental agency or private person or entity regarding any failure in Seller’s data security safeguards, or otherwise regarding information privacy or security. Seller further represents that it has read and understood the Cyber Requirements, and that Seller is fully compliant with the Cyber Requirements. Seller further warrants that, throughout the term of the Agreement and as required in Section 14.01(h) (“Survival”), Seller will continue to comply fully with the Cyber Requirements. (g) All of Seller’s personnel, subcontractors and independent contractors involved with the Project have the requisite qualifications, education, experience, technical certifications training and education degrees provide the Product in a competent, workmanlike manner in accordance with Applicable Laws, Prudent Electrical Practices, and the provisions of this Agreement including the Cyber Requirements. (h) Seller also makes the additional representations and warranties (if any) set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, The Seller hereby represents and warrants to SCE thatthe Purchaser as of each Closing Date on which the Seller sells Mortgage Loans hereunder, and with respect to such Mortgage Loans, as of such Closing Date: (i) The Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage a [____], duly organized, validly existing and in good standing under the development, construction and operation laws of the Project (a “Special Purpose Entity”)State of [____]. (ii) If the Project utilizes Energy Storage, The Seller has provided all licenses necessary to SCE carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and deliver this Agreement, the Term Sheet, the Confidential Pricing Supplement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations herein contained, have been duly and validly authorized. This Agreement, the Term Sheet, the Confidential Pricing Supplement and all other documents and instruments contemplated hereby to which the Seller is a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s)party, in addition each case assuming due authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller, subject as to enforceability, (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditor’s rights, and (ii) to general principles of equity, whether such enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms. (iii) No consent, approval, authorization, or order of any court or governmental agency or body relating to the Product delivered transactions contemplated by this Agreement and the transfer of legal title to SCE under the Mortgage Loans to the Purchaser, is required as to the Seller or, if required, such consent, approval, authorization, or order has been or will, prior to the applicable Closing Date, be obtained, except for any recordation of Mortgages or assignments of Mortgages or filing of UCC financing statements or amendments thereto to or for the benefit of the Purchaser pursuant to this Agreement. (biv) As The consummation of the Initial Delivery Datetransactions contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to the Purchaser pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller represents and warrants to SCE that the Project, and each Storage Unit (if any) included within the Project: will not (i) has a remaining design life that is at least equal to result in the number breach of years required for the Project to operate until the end any term or provision of the Term in accordance with Prudent Electrical Practicescharter or by-laws of the Seller, as attested by an Independent Engineer; (ii) is incremental capacity to the [SCE note: insert applicable circuit/substation]; and (c) On each day on which Project Security result in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) Seller has good title to and is the sole owner of such Project Security; (ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free breach of any liensterm or provision of, claims or encumbrancesconflict with or constitute a default under, except those liensor result in the acceleration of any obligation under, security interestsany material agreement, claims indenture, loan or encumbrances arising by operation of law that are given priority over a perfected security interest; and credit agreement or other instrument to which the Seller or its property is subject or (iii) result in the violation of any law, rule, regulation, order, judgment, or decree to which the Seller or its property is subject. (v) There is no action, suit, proceeding or investigation pending or, to the best of the Seller’s knowledge, threatened, against the Seller which, either in any one instance or in the aggregate, is likely, in the Seller’s judgment, to result, in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (vi) The Seller is a U.S. Department of Housing and Urban Development (“HUD”) approved mortgagee pursuant to Section 203 of the National Housing Act of 1934, as amended. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD. (vii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not become constitute a party to violation with respect to, any order or otherwise be bound by decree of any agreementcourt or any order or regulation of any federal, other than this Agreementstate, municipal or governmental agency having jurisdiction over the Seller or its assets, which restricts in any manner violation might have consequences that would materially and adversely affect the rights of any present condition, financial or future holder of any otherwise, or the operations, of the Project Security with respect heretoSeller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder. (dviii) On Upon payment of the Project Completion DatePurchase Price by the Purchaser, in the event that the Seller retains record title to a Mortgage, the Initial Delivery Date, and each day Seller provides information shall retain such record title to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) such Mortgage solely in trust for the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the ProjectPurchaser as owner thereof. (e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation or variant thereof, have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Project Completion Date to be later than the Expected Project Completion Date. [SCE Note: retain or remove as circumstances warrant.] (f) Seller is not and has not been a party to any current, pending, threatened or resolved enforcement action of any government agency, or any consent decree or settlement with any governmental agency or private person or entity regarding any failure in Seller’s data security safeguards, or otherwise regarding information privacy or security. Seller further represents that it has read and understood the Cyber Requirements, and that Seller is fully compliant with the Cyber Requirements. Seller further warrants that, throughout the term of the Agreement and as required in Section 14.01(h) (“Survival”), Seller will continue to comply fully with the Cyber Requirements. (g) All of Seller’s personnel, subcontractors and independent contractors involved with the Project have the requisite qualifications, education, experience, technical certifications training and education degrees provide the Product in a competent, workmanlike manner in accordance with Applicable Laws, Prudent Electrical Practices, and the provisions of this Agreement including the Cyber Requirements. (h) Seller also makes the additional representations and warranties (if any) set forth in Section 9.02 of Attachment 1.

Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that: (i) : Seller ☐
is/ ☐
is not {SCE noteNote: select applicable option}an option} an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”) (ii) If the Project utilizes Energy Storage, ; Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to SCE a list enable delivery of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s), in addition Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product delivered to SCE under this Agreement. (b) SCE; Seller has considered long-term risks to the Project associated with climate change. As of the Initial Effective Date and throughout the Delivery DatePeriod, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any portion of the Project, and each Storage Unit (if any) included within the Project: (i) has a remaining design life that is at least equal to the number generating capacity of years required for the Project to operate until meet the end RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the Term in accordance with Prudent Electrical Practices, as attested by an Independent Engineer; (ii) is incremental capacity to CPUC or at the [SCE note: insert applicable circuit/substation]; and (c) direction of SCE. On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: (i) : Seller has good title to and is the sole owner of such Project Security; (ii) ; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. (d) . On the Project Completion Date, the Initial Delivery Date, Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. (e) . As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation or variant thereof, CoV-2 have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Project Completion Delivery Date to be later than the Expected Project Completion Initial Delivery Date. As of the Initial Delivery Date, Seller represents and warrants to SCE that the Project: was not installed or operational at any time before the Effective Date; and has a remaining design life of at least [#] years after the Initial Delivery Date as attested by an Independent Engineer; {SCE Note: retain or remove as circumstances warrant.] (f) Seller is not and has not been a party to any current, pending, threatened or resolved enforcement action design life should extend at least until end of any government agencyDelivery Period, or any consent decree or settlement with any governmental agency or private person or entity regarding any failure in Seller’s data security safeguards, or otherwise regarding information privacy or security. Seller further represents that it has read and understood the Cyber Requirements, and that Seller is fully compliant with the Cyber Requirements. Seller further warrants that, throughout the term of the Agreement and as required in Section 14.01(h) (“Survival”), Seller will continue to comply fully with the Cyber Requirementslonger based on accounting considerations. (g) All of Seller’s personnel, subcontractors and independent contractors involved with the Project have the requisite qualifications, education, experience, technical certifications training and education degrees provide the Product in a competent, workmanlike manner in accordance with Applicable Laws, Prudent Electrical Practices, and the provisions of this Agreement including the Cyber Requirements. (h) } Seller also makes the additional representations and warranties (if any) set forth in Section 9.02 of Attachment 1.