Common use of Collateral Review Clause in Contracts

Collateral Review. (A) Other than upon the occurrence and during the continuance of an Event of Default, the Agent and/or its designated agent may not more than two (2) times during the term of the Facility (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of the Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s, the Seller (Solar Loans)’s and/or the Seller (Solar Assets)’s business operations (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely to the extent relating to the Transaction Documents and the Collateral) and (ii) audits of the Collateral, in all cases, the scope of which shall be determined by the Agent. (B) After the occurrence and during the continuance of an Event of Default, the Agent or its designated agent may, in its sole discretion regarding frequency (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s the Seller (Solar Loans)’s and/or the Seller (Solar Asset’s) business operations (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely to the extent relating to the Transaction Documents and the Collateral) and (ii) audits or any other review of the Collateral, in all cases, the scope of which shall be determined by the Agent. (C) The Borrower hereby agrees to cause a nationally recognized firm of public accountants selected by the Borrower; provided, that such firm is independent with respect to the Borrower within the meaning of the Securities Act (an “Independent Accountant”) to deliver to the Agent, on or before January 31 of each year, beginning on January 31, 2024, with respect to one (1) Collection Period specified in writing by the Agent, one or more reports, which may be prepared by separate Independent Accountants (collectively, the “Consultant’s Report”) addressed to the Borrower, to the effect that such firm (a) has examined the delinquency and loss statistics prepared by the Borrower with respect to the Financing Funds’ portfolio of Solar Assets; (b) except as described in the Consultant’s Report, has found no exceptions or errors in the records relating to the Eligible Solar Assets that, in the firm’s opinion, generally accepted auditing standards requires such firm to report and (c) performed such other services as reasonably requested by the Agent. The Consultant’s Report shall further state that: (i) a review in accordance with agreed upon procedures was made of the Monthly Servicer Report corresponding to the Collection Period specified in writing by the Agent; (ii) except as disclosed in the Consultant’s Report, no exceptions or errors in the Monthly Servicer Reports so examined were found; and (iii) the delinquency and loss information relating to the Eligible Solar Assets contained in the Monthly Servicer Report were found to be accurate. The Consultant’s Report shall also indicate that the Independent Accountant is independent of the Borrower.

Collateral Review. (A) Other No later than upon the occurrence initial Payment Date (the "Initial Collateral Review") and not more than one (1) time during the continuance of an any given twelve (12) month period so long as no Event of DefaultDefault has occurred and is continuing, the Agent Administrative Agent, each Lender and/or its designated agent may not more than two (2) times during the term of the Facility (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of the Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s, the Seller (Solar Loans)each Transaction Party’s and/or the Seller (Solar Assets)and Tax Equity Opco’s business operations in accordance with (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely subject to the extent relating to the Transaction Documents and the Collaterallimitations of) Section 5.1(H) and (ii) audits of the Collateral, in all cases, the scope of which shall be determined by the AgentAdministrative Agent and each Lender in its reasonable discretion; provided, that the Administrative Agent shall consult with the Borrower regarding the costs and expenses of such field audits and examinations and appraisals. (B) After the occurrence and At any time during the continuance of which an Event of DefaultDefault has occurred and is continuing, the Agent Administrative Agent, each Lender or its designated agent may, in its sole discretion regarding frequency (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicereach Transaction Party’s the Seller (Solar Loans)and Tax Equity Opco’s and/or the Seller (Solar Asset’s) business operations in accordance with (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely subject to the extent relating to the Transaction Documents and the Collaterallimitations of) Section 5.1(H) and (ii) audits or any other review of the Collateral, in all cases, the scope of which shall be determined by the AgentAdministrative Agent or each Lender in its reasonable discretion. (C) The To the extent the Initial Collateral Review produces findings described in any of clauses (i) or (ii) of the definition of “Initial Collateral Review Remediation Period”, the Borrower hereby agrees shall take all necessary action to cause a nationally recognized firm of public accountants selected remedy the circumstances that caused such adverse findings or reconcile the discrepancies produced by the Borrower; provided, that such firm is independent with respect Initial Collateral Review within thirty (30) days of the delivery of any related report and in connection therewith deliver a revised Borrowing Base Certificate (agreed to by the Administrative Agent) to the Borrower within the meaning of the Securities Act (an “Independent Accountant”) to deliver to the Administrative Agent, on or before January 31 of each year, beginning on January 31, 2024, with respect to one (1) Collection Period specified in writing by the Funding Agents and the Paying Agent, one or more reports, which may be prepared by separate Independent Accountants (collectively. During such 30-day period, the “Consultant’s Report”) addressed to the Borrower, to the effect that such firm (a) has examined the delinquency and loss statistics prepared Discounted Solar Asset Balances initially calculated by the Borrower with respect to the Financing Funds’ portfolio of Solar Assets; (b) except as described in the Consultant’s Report, has found no exceptions or errors in the records relating Assets subject to the Eligible Solar Assets that, Initial Collateral Review shall remain in the firm’s opinion, generally accepted auditing standards requires such firm to report and (c) performed such other services as reasonably requested by the Agent. The Consultant’s Report shall further state that: (i) a review in accordance with agreed upon procedures was made of the Monthly Servicer Report corresponding to the Collection Period specified in writing by the Agent; (ii) except as disclosed in the Consultant’s Report, no exceptions or errors in the Monthly Servicer Reports so examined were found; and (iii) the delinquency and loss information relating to the Eligible Solar Assets contained in the Monthly Servicer Report were found to be accurate. The Consultant’s Report shall also indicate that the Independent Accountant is independent of the Borrowereffect.

Collateral Review. (A) Other than upon the occurrence and during the continuance of an Event of Default, the Agent and/or its designated agent may not more than two (2) times during the term of the Facility (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of the Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s, the Seller (Solar Loans)’s and/or the Seller (Solar Assets)’s business operations (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely to the extent relating to the Transaction Documents and the Collateral) and (ii) audits of the Collateral, in all cases, the scope of which shall be determined by the Agent. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. (B) After the occurrence and during the continuance of an Event of Default, the Agent or its designated agent may, in its sole discretion regarding frequency (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s the Seller (Solar Loans)’s and/or the Seller (Solar Asset’s) business operations (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely to the extent relating to the Transaction Documents and the Collateral) and (ii) audits or any other review of the Collateral, in all cases, the scope of which shall be determined by the Agent. (C) The Borrower hereby agrees to cause a nationally recognized firm of public accountants selected by the Borrower; provided, that such firm is independent with respect to the Borrower within the meaning of the Securities Act (an “Independent Accountant”) to deliver to the Agent, on or before January 31 of each year, beginning on January 31, 2024, with respect to one (1) Collection Period specified in writing by the Agent, one or more reports, which may be prepared by separate Independent Accountants (collectively, the “Consultant’s Report”) addressed to the Borrower, to the effect that such firm (a) has examined the delinquency and loss statistics prepared by the Borrower with respect to the Financing Funds’ portfolio of Solar Assets; (b) except as described in the Consultant’s Report, has found no exceptions or errors in the records relating to the Eligible Solar Assets that, in the firm’s opinion, generally accepted auditing standards requires such firm to report and (c) performed such other services as reasonably requested by the Agent. The Consultant’s Report shall further state that: (i) a review in accordance with agreed upon procedures was made of the Monthly Servicer Report corresponding to the Collection Period specified in writing by the Agent; (ii) except as disclosed in the Consultant’s Report, no exceptions or errors in the Monthly Servicer Reports so examined were found; and (iii) the delinquency and loss information relating to the Eligible Solar Assets contained in the Monthly Servicer Report were found to be accurate. The Consultant’s Report shall also indicate that the Independent Accountant is independent of the Borrower.

Collateral Review. (A) Other than upon the occurrence and during the continuance of an Event of Default, the Agent and/or its designated agent may not more than two (2) times during the term of the Facility (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of the Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s, the Seller (Solar Loans)’s and/or the Seller (Solar Assets)’s business operations (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely to the extent relating to the Transaction Documents and the Collateral) and (ii) audits of the Collateral, in all cases, the scope of which shall be determined by the Agent. (B) After the occurrence and during the continuance of an Event of Default, the Agent or its designated agent may, in its sole discretion regarding frequency (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s the Seller (Solar Loans)’s and/or the Seller (Solar Asset’s) business operations (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely to the extent relating to the Transaction Documents and the Collateral) and (ii) audits or any other review of the Collateral, in all cases, the scope of which shall be determined by the Agent. (C) The Borrower hereby agrees to cause a nationally recognized firm of public accountants selected by the Borrower; provided, that such firm is independent with respect to the Borrower within the meaning of the Securities Act (an “Independent Accountant”) to deliver to the Agent, on or before January 31 of each year, beginning on January 31, 2024, with respect to one (1) Collection Period specified in writing by the Agent, one or more reports, which may be prepared by separate Independent Accountants (collectively, the “Consultant’s Report”) addressed to the Borrower, to the effect that such firm (a) has examined the delinquency and loss statistics prepared by the Borrower with respect to the Financing Funds’ portfolio of Solar Assets; (b) except as described in the Consultant’s Report, has found no exceptions or errors in the records relating to the Eligible Solar Assets that, in the firm’s opinion, generally accepted auditing standards requires such firm to report and (c) performed such other services as reasonably requested by the Agent. The Consultant’s Report shall further state that: (i) a review in accordance with agreed upon procedures was made of the Monthly Servicer Report corresponding to the Collection Period specified in writing by the Agent; (ii) except as disclosed in the Consultant’s Report, no exceptions or errors in the Monthly Servicer Reports so examined were found; and (iii) the delinquency and loss information relating to the Eligible Solar Assets contained in the Monthly Servicer Report were found to be accurate. The Consultant’s Report shall also indicate that the Independent Accountant is independent of the Borrower.

Collateral Review. (A) Other No later than upon the occurrence initial Payment Date (the "Initial Collateral Review") and not more than one (1) time during the continuance of an any given twelve (12) month period so long as no Event of DefaultDefault has occurred and is continuing, the Agent Administrative Agent, each Lender and/or its designated agent may not more than two (2) times during the term of the Facility (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of the Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicer’s, the Seller (Solar Loans)each Transaction Party’s and/or the Seller (Solar Assets)and Tax Equity Opco’s business operations in accordance with (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely subject to the extent relating to the Transaction Documents and the Collaterallimitations of) Section 5.1(H) and (ii) audits of the Collateral, in all cases, the scope of which shall be determined by the AgentAdministrative Agent and each Lender in its reasonable discretion; provided, that the Administrative Agent shall consult with the Borrower regarding the costs and expenses of such field audits and examinations and appraisals. (B) After the occurrence and At any time during the continuance of which an Event of DefaultDefault has occurred and is continuing, the Agent Administrative Agent, each Lender or its designated agent may, in its sole discretion regarding frequency (at the expense of the Borrower, which expense shall be limited to the reasonable and documented out-of-pocket expenses of Agent and/or its designated agent), upon reasonable prior written notice, perform (i) reviews of the Borrower’s, the Manager’s, the Servicereach Transaction Party’s the Seller (Solar Loans)and Tax Equity Opco’s and/or the Seller (Solar Asset’s) business operations in accordance with (in the case of the Manager, the Servicer, the Seller (Solar Loans) and the Seller (Solar Assets), solely subject to the extent relating to the Transaction Documents and the Collaterallimitations of) Section 5.1(H) and (ii) audits or any other review of the Collateral, in all cases, the scope of which shall be determined by the AgentAdministrative Agent or each Lender in its reasonable discretion. (C) The To the extent the Initial Collateral Review produces findings described in any of clauses (i) or (ii) of the definition of “Initial Collateral Review Remediation Period”, the Borrower hereby agrees shall take all necessary action to cause a nationally recognized firm of public accountants selected remedy the circumstances that caused such adverse findings or reconcile the discrepancies produced by the Borrower; provided, that such firm is independent with respect Initial Collateral Review within thirty (30) days of the delivery of any related report and in connection therewith deliver a revised Borrowing Base Certificate (agreed to by the Administrative Agent) to the Borrower within the meaning of the Securities Act (an “Independent Accountant”) to deliver to the Administrative Agent, on or before January 31 of each year, beginning on January 31, 2024, with respect to one (1) Collection Period specified in writing by the Funding Agents and the Paying Agent, one or more reports, which may be prepared by separate Independent Accountants (collectively. During such 30-day period, the “Consultant’s Report”) addressed to the BorrowerDiscounted Solar [***] = Certain information contained in this document, to the effect that such firm (a) marked by brackets, has examined the delinquency been omitted because it is both not material and loss statistics prepared would be competitively harmful if publicly disclosed. Asset Balances initially calculated by the Borrower with respect to the Financing Funds’ portfolio of Solar Assets; (b) except as described in the Consultant’s Report, has found no exceptions or errors in the records relating Assets subject to the Eligible Solar Assets that, Initial Collateral Review shall remain in the firm’s opinion, generally accepted auditing standards requires such firm to report and (c) performed such other services as reasonably requested by the Agent. The Consultant’s Report shall further state that: (i) a review in accordance with agreed upon procedures was made of the Monthly Servicer Report corresponding to the Collection Period specified in writing by the Agent; (ii) except as disclosed in the Consultant’s Report, no exceptions or errors in the Monthly Servicer Reports so examined were found; and (iii) the delinquency and loss information relating to the Eligible Solar Assets contained in the Monthly Servicer Report were found to be accurate. The Consultant’s Report shall also indicate that the Independent Accountant is independent of the Borrowereffect.