Common use of Capital of the Acquired Entities Clause in Contracts

Capital of the Acquired Entities. (a) As of the Original PSA Date and the Closing Date, Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in RSW Class B Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in RSW Class B Holdings. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (b) As of the Original PSA Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Rattlesnake Wind I Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Rattlesnake Wind I Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (c) As of the Original PSA Date and the Closing Date, Rattlesnake Wind I Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (d) As of the Closing Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Rattlesnake Wind I Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such Class B membership interests comprise one hundred percent (100%) of the issued and outstanding Class B membership interests in Rattlesnake Wind I Holdings LLC and have been duly authorized and issued in compliance with all applicable Laws and the Tax Equity LLCA of Rattlesnake Wind I Holdings LLC. (e) Each other Acquired Entity (other than RSW Class B Holdings) owns, holds of record and is the beneficial owner of good and valid title to the equity interests set forth on Schedule 3.04(e), free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such equity interests have been duly authorized and issued in compliance with all applicable Laws and agreements applicable to the respective Acquired Entity. (f) Except as set forth in Schedule 3.04(f) and the applicable Constitutive Documents, there are no existing options, warrants, profit interests, rights (including conversion or preemptive rights) to acquire interests, shares, stock or other securities in the capital of the Acquired Entities, no securities or instruments convertible into or exchangeable for interests, shares, stock or other securities in the capital of the Acquired Entities and no contract, agreement or commitment to issue any such options, warrants, other rights, interests, securities or instruments, and no Person has any right of first refusal, pre-emptive right, subscription right or similar right to acquire or subscribe for any interests, shares, stock or other securities in the capital of the Acquired Entities or any such options, warrants, other rights, interests, securities or instruments. No Acquired Entity is subject to any contract or other agreement with respect to voting rights. Neither Seller nor any of the Acquired Entities has violated in any material respect any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its ownership interests.

Capital of the Acquired Entities. (a) As of the Original PSA Date and the Closing Date, Seller Invenergy US owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in RSW BH Class B Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in RSW BH Class B Holdings. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (b) As of the Original PSA Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Rattlesnake Wind I Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Rattlesnake Wind I Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (c) As of the Original PSA Date and the Closing Date, Rattlesnake Wind I Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (d) As of the Closing Date, RSW BH Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Rattlesnake Wind I Xxxxxx Xxxx Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such Class B membership interests comprise constitute one hundred percent (100%) of the issued and outstanding Class B membership interests in Rattlesnake Wind I Xxxxxx Hill Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (c) As of the Original PSA Date and as of the Closing Date, Xxxxxx Xxxx Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in the Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in the Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (d) As of the Closing Date, Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, ninety-nine percent (99%) of the membership interests in BH Class B Holdings, free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents and BRIC owns, holds of record, is the beneficial owner of one percent (1%) of the membership interests in BH Class B Holdings. The interests held by Seller and BRIC constitute one hundred percent (100%) of the issued and outstanding membership interests in BH Class B Holdings. The Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (e) As of the Closing Date, BH Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Xxxxxx Xxxx Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. As of the Closing Date, such membership interests comprise one hundred percent (100%) of the issued and outstanding membership interests in Xxxxxx Hill Holdings LLC and have been duly authorized and issued in compliance with all applicable Laws and agreements of the Tax Equity LLCA of Rattlesnake Wind I Holdings LLCapplicable Acquired Entity. (ef) Each other Acquired Entity (other than RSW BH Class B Holdings) owns, holds of record and is the beneficial owner of good and valid title to the equity interests set forth on Schedule 3.04(e3.04(f), free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such equity interests have been duly authorized and issued in compliance with all applicable Laws and agreements applicable to the respective Acquired Entity. (fg) Except as set forth in Schedule 3.04(f3.04(g) and the applicable Constitutive Documents, there are no existing options, warrants, profit interests, rights (including conversion or preemptive rights) to acquire interests, shares, stock or other securities in the capital of the Acquired Entities, no securities or instruments convertible into or exchangeable for interests, shares, stock or other securities in the capital of the Acquired Entities and no contract, agreement or commitment to issue any such options, warrants, other rights, interests, securities or instruments, and no Person has any right of first refusal, pre-emptive right, subscription right or similar right to acquire or subscribe for any interests, shares, stock or other securities in the capital of the Acquired Entities or any such options, warrants, other rights, interests, securities or instruments. No Acquired Entity is subject to any contract or other agreement with respect to voting rights. Neither Seller nor any of the Acquired Entities has violated in any material respect any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its ownership interests.

Capital of the Acquired Entities. (a) As of the Original PSA Date and the Closing Date, The applicable Seller Party owns, holds of record, record and is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (of 100%) % of the membership interests in RSW Class B Holdings Acquired Interests free and clear of all Liens other than Permitted Encumbrances (i) the obligations imposed under this Agreement, (ii) the obligations imposed on the member of XX XxxXx under the XX XxxXx LLCA, (iii) restrictions on transfer under applicable securities laws and any (iv) with Purchase and Sale Agreement – WCG respect to PR Holdco, the Liens pursuant to of the Post Rock Backleverage Financing Documents. Such membership interests constitute The Acquired Interests comprise (A) one hundred percent (100%) of the issued and outstanding membership equity interests in RSW Class B Holdings. Such Acquired Interests have been duly authorized of PR HoldCo and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (bB) As of the Original PSA Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Rattlesnake Wind I Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership equity interests in Rattlesnake Wind I Holdings LLC. Such Acquired Interests of XX XxxXx and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws and agreements of the applicable Contracts to which any Seller Party or Acquired EntityEntity is a party or by which its respective properties or assets are bound. (cb) As of the Original PSA Date and the Closing Date, Rattlesnake Wind I Holdings LLC XX XxxXx owns, holds of record, record and is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (d) As of the Closing Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Rattlesnake Wind I Holdings LLC of LC HoldCo free and clear of all Liens other than Permitted Encumbrances restrictions on transfer under the LC Tax Equity LLCA and any Liens pursuant to the Financing Documentsrestrictions on transfer under applicable securities laws. Such Class B membership interests comprise one hundred percent (100%) of the issued and outstanding equity interests of LC HoldCo (other than the Class B A membership interests in Rattlesnake Wind I Holdings LLC thereof) and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws and Contracts to which any Seller Party or Acquired Entity is a party or by which its respective properties or assets are bound. To the Knowledge of WCG, the LC Tax Equity LLCA sets forth the beneficial and record owners of Rattlesnake Wind I Holdings LLCall of the authorized and issued Class A membership interests of LC HoldCo and the percentage of Class A membership interests they own. (ec) Each other Acquired Entity (other than RSW Class B Holdings) LC HoldCo owns, holds of record and is the beneficial owner of good and valid title to 100% of the equity membership interests set forth on Schedule 3.04(e), of LC Project Company free and clear of all Liens other than restrictions on transfer under applicable securities laws and Liens under subsection (vii) of the definition of Permitted Encumbrances and any Liens pursuant to the Financing Documentsin respect of Indebtedness of LC Project Company. Such membership interests comprise one hundred percent (100%) of the issued and outstanding equity interests of LC Project Company and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws and agreements applicable Contracts to the which any Seller Party or Acquired Entity is a party or by which its respective Acquired Entityproperties or assets are bound. (fd) Except as set forth PR HoldCo owns, holds of record and is the beneficial owner of 100% of the Class B membership interests of PR Project Company free and clear of all Liens other than the restrictions on transfer under the PR Tax Equity LLCA, restrictions on transfer under applicable securities laws and Liens under subsection (vii) of the definition of Permitted Liens in Schedule 3.04(frespect of Indebtedness of PR Project Company and the PR HoldCo. Such Class B membership interests comprise one hundred percent (100%) of the issued and outstanding equity interests of PR Project Company (other than the Class A membership interests thereof) and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws. To the applicable Constitutive DocumentsKnowledge of WCG, there are no existing options, warrants, profit interests, rights (including conversion or preemptive rights) to acquire interests, shares, stock or other securities in PR Tax Equity LLCA sets forth the capital beneficial and record owners of all of the Acquired Entities, no securities or instruments convertible into or exchangeable for interests, shares, stock or other securities in authorized and issued Class A membership interests of PR Project Company and the capital percentage of the Acquired Entities and no contract, agreement or commitment to issue any such options, warrants, other rights, interests, securities or instruments, and no Person has any right of first refusal, pre-emptive right, subscription right or similar right to acquire or subscribe for any interests, shares, stock or other securities in the capital of the Acquired Entities or any such options, warrants, other rights, interests, securities or instruments. No Acquired Entity is subject to any contract or other agreement with respect to voting rights. Neither Seller nor any of the Acquired Entities has violated in any material respect any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its ownership interestsClass A membership interests they own.

Capital of the Acquired Entities. (a) As of the Original PSA Date and the Closing Date, The applicable Seller Party owns, holds of record, record and is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (of 100%) % of the membership interests in RSW Class B Holdings Acquired Interests free and clear of all Liens other than Permitted Encumbrances (i) the obligations imposed under this Agreement, (ii) the obligations imposed on the member of XX XxxXx under the XX XxxXx LLCA, (iii) restrictions on transfer under applicable securities laws and any (iv) with respect to PR Holdco, the Liens pursuant to of the Post Rock Backleverage Financing Documents. Such membership interests constitute The Acquired Interests comprise (A) one hundred percent (100%) of the issued and outstanding membership equity interests in RSW Class B Holdings. Such Acquired Interests have been duly authorized of PR HoldCo and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (bB) As of the Original PSA Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Rattlesnake Wind I Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership equity interests in Rattlesnake Wind I Holdings LLC. Such Acquired Interests of XX XxxXx and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws and agreements of the applicable Contracts to which any Seller Party or Acquired EntityEntity is a party or by which its respective properties or assets are bound. (cb) As of the Original PSA Date and the Closing Date, Rattlesnake Wind I Holdings LLC XX XxxXx owns, holds of record, record and is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (d) As of the Closing Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Rattlesnake Wind I Holdings LLC of LC HoldCo free and clear of all Liens other than Permitted Encumbrances restrictions on transfer under the LC Tax Equity LLCA and any Liens pursuant to the Financing Documentsrestrictions on transfer under applicable securities laws. Such Class B membership interests comprise one hundred percent (100%) of the issued and outstanding equity interests of LC HoldCo (other than the Class B A membership interests in Rattlesnake Wind I Holdings LLC thereof) and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws and Contracts to which any Seller Party or Acquired Entity is a party or by which its respective properties or assets are bound. To the Knowledge of WCG, the LC Tax Equity LLCA sets forth the beneficial and record owners of Rattlesnake Wind I Holdings LLCall of the authorized and issued Class A membership interests of LC HoldCo and the percentage of Class A membership interests they own. (ec) Each other Acquired Entity (other than RSW Class B Holdings) LC HoldCo owns, holds of record and is the beneficial owner of good and valid title to 100% of the equity membership interests set forth on Schedule 3.04(e), of LC Project Company free and clear of all Liens other than restrictions on transfer under applicable securities laws and Liens under subsection (vii) of the definition of Permitted Encumbrances and any Liens pursuant to the Financing Documentsin respect of Indebtedness of LC Project Company. Such membership interests comprise one hundred percent (100%) of the issued and outstanding equity interests of LC Project Company and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws and agreements applicable Contracts to the which any Seller Party or Acquired Entity is a party or by which its respective Acquired Entityproperties or assets are bound. (fd) PR HoldCo owns, holds of record and is the beneficial owner of 100% of the Class B membership interests of PR Project Company free and clear of all Liens other than the restrictions on transfer under the PR Tax Equity LLCA, restrictions on transfer under applicable securities laws and Liens under subsection (vii) of the definition of Permitted Liens in respect of Indebtedness of PR Project Company and the PR HoldCo. Such Class B membership interests comprise one hundred percent (100%) of the issued and outstanding equity interests of PR Project Company (other than the Class A membership interests thereof) and have been duly authorized and validly issued, have not been issued in violation of any preemptive or similar rights of any Person, and have been issued in compliance with all applicable Laws. To the Knowledge of WCG, PR Tax Equity LLCA sets forth the beneficial and record owners of all of the authorized and issued Class A membership interests of PR Project Company and the percentage of Class A membership interests they own. (e) Except as set forth in this Agreement, the Constitutive Documents of the Acquired Entities or in Schedule 3.04(f) and the applicable Constitutive Documents3.03(e), there are no existing options, warrants, unit appreciation, phantom unit, profit interestsparticipation or other rights to issue, rights sell or acquire interests (including conversion or preemptive rights) to acquire intereststhe Acquired Interests), shares, stock or other securities in the capital of the Acquired Entities, no securities or instruments convertible into or exchangeable for interests, shares, stock or other securities in the capital of the Acquired Entities and no contractContract, agreement or commitment to issue any such options, warrants, unit appreciation, phantom unit, profit participation or other rights, interests, securities or instruments, and no Person has any right of first refusal, pre-emptive right, preferential right, subscription right or similar right to acquire or subscribe for any interests, shares, stock or other securities in the capital of the Acquired Entities or any such options, warrants, unit appreciation, phantom unit, profit participation or other rights, interests, securities or instruments. No Except as set forth in Schedule 3.03(e), there are no outstanding contractual obligations of Seller Parties or the Acquired Entities to repurchase, redeem or otherwise acquire any of the equity interests of any Acquired Entity is subject or of the Acquired Entities, to provide funds to, or make any contract investment (in the form of a loan, capital contribution or otherwise) in, any other Person. Except as set forth in the Constitutive Documents for the Acquired Entities, (i) there are no voting agreements, voting trusts, shareholder agreements, proxies or other agreement similar agreements or understandings with respect to voting rights. Neither Seller nor the equity interests of any of the Acquired Entities has violated or that restrict or grant any right, preference or privilege with respect to the transfer of such equity interests, and (ii) there are no Contracts or understandings to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on the equity interests of the Acquired Entities. (f) At Closing Seller Parties will transfer to Purchaser good and valid title to the Acquired Interests, free and clear of all Liens other than restrictions on transfer under the XX XxxXx LLCA and restrictions on transfer under applicable securities laws, and upon such delivery Purchaser will be the sole and lawful owner, beneficially and of record, of the Acquired Interests. For the avoidance of doubt, the representations contained in this Section 3.03 with respect to the absence of Liens on the beneficial ownership interest in any material Acquired Entity shall not extend to, or require the disclosure of, any restrictions on transfer contained in Contracts with respect any applicable federal or state securities laws in connection with to which the offer, sale or issuance holders of any of its such beneficial ownership interestsinterest are not a party.

Capital of the Acquired Entities. (a) As of the Original PSA Date and the Closing Date, Seller Invenergy US owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in RSW Class B each of Invenergy Wind Development Holdings LLC and IPB Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in RSW Class B each of Invenergy Wind Development Holdings LLC and IPB Holdings. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (b) As of the Original PSA Date, RSW Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Rattlesnake Invenergy Wind I Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Rattlesnake Wind I Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (c) As of the Original PSA Date and the Closing Date, Rattlesnake Wind I Development Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Project Company Invenergy Wind Operational Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Project CompanyInvenergy Wind Operational Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (c) As of the Original PSA Date, Invenergy Wind Operational Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in CR Class B Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in CR Class B Holdings. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (d) As of the Closing Original PSA Date, RSW CR Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Rattlesnake Wind I California Ridge Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding Class B membership interests in California Ridge Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (e) As of the Original PSA Date and as of the Initial Closing Date, California Ridge Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in California Ridge Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in California Ridge Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (f) As of the Original PSA Date, IPB Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in PB Class B Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in PB Class B Holdings. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (g) As of the Original PSA Date, PB Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, ninety-nine percent (99%) of the Class B membership interests in Prairie Breeze Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. The Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (h) As of the Initial Closing Date, PB Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Prairie Breeze Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. As of the Initial Closing Date, such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Prairie Breeze Holdings LLC. The Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (i) As of the Original PSA Date and the Initial Closing Date, Prairie Breeze Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Prairie Breeze Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Prairie Breeze Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (j) As of the Original PSA Date and the Subsequent Closing Date, Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in PB Expansion Class B Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in PB Expansion Class B Holdings. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (k) As of the Original PSA Date, PB Expansion Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Prairie Breeze Expansion Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Prairie Breeze Expansion Holdings LLC. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (l) As of the Original PSA Date, Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Prairie Breeze II Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Prairie Breeze II Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (m) As of the Original PSA Date, Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in Prairie Breeze III Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in Prairie Breeze III Project Company. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (n) As of the Initial Closing Date, (A) Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey (i) one hundred percent (100%) of the membership interests in IPB Holdings and (ii) ninety-nine percent (99%) of the membership interests in CR Class B Holdings, free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents and (B) BRIC owns, holds of record, is the beneficial owner of, one percent (1%) of the membership interests in CR Class B Holdings. The interests held by Seller and BRIC constitute one hundred percent (100%) of the issued and outstanding membership interests in each of CR Class B Holdings, and IPB Holdings. The Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (o) As of the Initial Closing Date, CR Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in California Ridge Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. As of the Initial Closing Date, such membership interests comprise one hundred percent (100%) of the issued and outstanding membership interests in California Ridge Holdings LLC and have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (p) As of the Initial Closing Date, IPB Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in PB Class B Holdings free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests comprise one hundred percent (100%) of the issued and outstanding membership interests in PB Class B Holdings and have been duly authorized and issued in compliance with all applicable Laws and agreements of the applicable Acquired Entity. (q) As of the applicable Subsequent Closing Date, PB Expansion Class B Holdings owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the Class B membership interests in Prairie Breeze Expansion Holdings LLC free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. As of the applicable Subsequent Closing Date, the Class B membership interests comprise one hundred percent (100%) of the issued and outstanding Class B membership interests in Rattlesnake Wind I Prairie Breeze Expansion Holdings LLC and will have been duly authorized and issued in compliance with all applicable Laws and the Tax Equity LLCA of Rattlesnake Wind I Prairie Breeze Expansion Holdings LLC. As of the applicable Subsequent Closing Date, Prairie Breeze Expansion Holdings LLC owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, (i) one hundred percent (100%) of the membership interests in Prairie Breeze II Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents and (ii) one hundred percent (100%) of the membership interests in Prairie Breeze III Project Company free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. As of the applicable Subsequent Closing Date, such membership interests comprise one hundred (100%) of the issued and outstanding membership interests in Prairie Breeze II Project Company and Prairie Breeze III Project Company and have been duly authorized and issued in compliance with all applicable Law and agreements of the applicable Acquired Entity. (er) As of the Effective Date and as of the Initial Closing Date, Seller owns, holds of record, is the beneficial owner of, has good and valid title to, and has full power and authority to convey, one hundred percent (100%) of the membership interests in PB Facility Manager free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such membership interests constitute one hundred percent (100%) of the issued and outstanding membership interests in PB Facility Manager. Such Acquired Interests have been duly authorized and issued in compliance with all applicable Laws and agreements of PB Facility Manager. (s) Each other Acquired Entity (other than RSW CR Class B Holdings, IPB Holdings, PB Expansion Class B Holdings and Prairie Breeze Expansion Holdings LLC) owns, holds of record and is the beneficial owner of good and valid title to the equity interests set forth on Schedule 3.04(e3.04(s), free and clear of all Liens other than Permitted Encumbrances and any Liens pursuant to the Financing Documents. Such equity interests have been duly authorized and issued in compliance with all applicable Laws and agreements applicable to the respective Acquired Entity. (ft) Except as set forth in Schedule 3.04(f3.04(t) and the applicable Constitutive Documents, there are no existing options, warrants, profit interests, rights (including conversion or preemptive rights) to acquire interests, shares, stock or other securities in the capital of the Acquired Entities, no securities or instruments convertible into or exchangeable for interests, shares, stock or other securities in the capital of the Acquired Entities and no contract, agreement or commitment to issue any such options, warrants, other rights, interests, securities or instruments, and no Person has any right of first refusal, pre-emptive right, subscription right or similar right to acquire or subscribe for any interests, shares, stock or other securities in the capital of the Acquired Entities or any such options, warrants, other rights, interests, securities or instruments. No Acquired Entity is subject to any contract or other agreement with respect to voting rights. Neither Seller nor any of the Acquired Entities has violated in any material respect any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its ownership interests.