Background Regarding the Transaction. To finance the development, construction, ownership and operation of certain solar thermal electric generating plants and certain common facilities serving such plans (hereinafter, the “Ivanpah Facilities”), Borrower and certain of its Affiliates (the “Borrower Parties”) desire to enter into the transactions and agreements contemplated by (i) that certain Common Agreement to be entered into by and among Solar Partners I, LLC (“Solar I”), the U.S. Department of Energy (“DOE”) and PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association (the “Administrative Agent”), (ii) that certain Common Agreement to be entered into by and among Solar Partners II, LLC (“Solar II”), DOE and the Administrative Agent, (iii) that certain Common Agreement to be entered into by and among Solar Partners VIII, LLC (“Solar VIII”), DOE and the Administrative Agent, (iv) that certain Ivanpah I Equity Participation Agreement, to be entered into by and among Borrower, BrightSource Ivanpah Holdings, LLC (“Sponsor Investor”), an Affiliate of NRG Energy, Inc. (“NRG Investor”), and an Affiliate of Google, Inc. (“Google Investor”), (v) that certain Ivanpah II Equity Participation Agreement, to be entered into by and among Borrower, Sponsor Investor, NRG Investor and Google Investor, (vi) that certain Ivanpah III Equity Participation Agreement, to be entered into by and among Borrower, Sponsor Investor, NRG Investor and Google Investor, (vii) that certain Equity Funding Agreement, to be entered into by and among Borrower, Sponsor Investor, NRG Solar LLC (“NRG Solar”), an Affiliate of Google, Inc. (“Google Investor Equity”), Solar I, DOE and the Administrative Agent, (viii) that certain Equity Funding Agreement, to be entered into by and among Borrower, Sponsor Investor, NRG Solar, Google Investor Equity, Solar II, DOE and the Administrative Agent, (ix) that certain Equity Funding Agreement, to be entered into by and among Borrower, Sponsor Investor, NRG Solar, Google Investor Equity, Solar VIII, DOE and the Administrative Agent; and (x) that certain Limited Liability Company Agreement of Ivanpah Master Holdings, LLC among Sponsor Investor, NRG Investor and Google Investor (the current and future obligations of the Borrower Parties under the transactions and agreements contemplated by such agreements, the “Transaction”).
