Common use of Conditions Precedent to Effectiveness of Amendment Clause in Contracts

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1 a. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit D, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***]; k. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25April 7, 2014 2015 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1Date”): a. the Investor has received fully executed copies of this Amendment, a reaffirmation each of the Guaranty [***] Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C, each in form and substance reasonably satisfactory to the Investor, and each such [***] Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C is in full force and effect; b. the Investor has received fully executed copies of this Amendment and an amendment to the MESPSA in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit DC, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. d. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the [***] Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C; i. e. the Class B Member shall have paid (or caused to be have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to owing, with respect to to, Transaction Expenses for all services rendered and billed prior to the Amendment Date;; and j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***]; k. f. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1Date”): a. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit BA, amendments an amendment to the MESPSA and the ASA MESPA in the forms form attached hereto as Exhibits C-1 and C-2, Exhibit B and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit DC, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received (i) a legal opinion of O’Melveny Xxxxxx, Xxxxxxxxxx & Xxxxx Xxxxxxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion delivered pursuant to Section 6.1(c) of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***]; k. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1Date”): a. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit BA, amendments an amendment to the MESPSA and the ASA MESPA in the forms form attached hereto as Exhibits C-1 and C-2, Exhibit B and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit DC, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received (i) a legal opinion of O’Melveny Xxxxxx, Xxxxxxxxxx & Xxxxx Xxxxxxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion delivered pursuant to Section 6.1(c) of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***];500,000. k. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25, 2014 (“the Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1Date: a. the Investor has received fully executed copies of each of the [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3, each in form and substance reasonably satisfactory to the Investor, and each such [***] PPA, [***] Consent and Assignment and Assumption Agreement #3 is in full force and effect; b. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement MESPSA in the form attached hereto as Exhibit D, or otherwise each in form and substance reasonably satisfactory to the Investor, and an amendment to the Interparty Agreement, in the form attached hereto as Exhibit E, or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. c. the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion enforceability of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section Sections 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it8(b) above; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3; i. f. the Investor has received an update of the annual operating budget for the Facility Company to include the Facilities to be installed pursuant to the [***] PPA; g. the Class B Member shall have paid (or caused to be have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to owing, with respect to to, Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to h. the Investor in consideration of has received reasonably satisfactory evidence that the extension and other accommodations granted by this Amendment in the amount of Guarantor maintains $[***];] in cash equivalents, and k. i. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are is subject to the satisfaction of or waiver by Investor Agent’s receipt of each of the following conditions not later than March 25following, 2014 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1 a. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit D, or otherwise each in form and substance reasonably satisfactory to Agent: (a) the InvestorLoan Parties’ executed signature page(s) to this Amendment; (b) an Amended and Restated Note executed by Borrower in favor of Lender in the principal amount of $40,000,000; (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the Agreement and the other Loan Documents to which such Loan Party is a party; (d) such documents and certifications as Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) a favorable opinion of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to Agent and each Lender concerning the Loan Parties and the Loan Documents; (f) a certificate of a Responsible Officer of each Loan Party either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required; b. the Investor has received (g) a certificate signed by a Responsible Officer of Borrower certifying (i) a legal opinion that the conditions specified in Sections 4.02(a) and (b) of O’Melveny & Xxxxx LLPthe Agreement have been satisfied, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion of O’Melveny & Xxxxx LLPthat there has been no event or circumstance since December 31, special California counsel2008 that has had or could be reasonably expected to have, substantially either individually or in the form of Annex 8-B.1 aggregate, a Material Adverse Effect; (h) evidence that all insurance required to be maintained pursuant to the ECCA but covering only the documents described Loan Documents has been obtained and remains in Section 8(a) above and the related transactionseffect; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) evidence that the Liens in favor of Agent are valid, enforceable, properly perfected in a manner acceptable to Agent and prior to all others’ rights and interests, except those Agent consents to in writing; (j) three years projected financials for the Loan Parties on a consolidated and consolidating basis (to include an incumbency certificate income statement for the fiscal years ending 2010, 2011, and 2012); (k) a Reaffirmation Agreement, duly executed and delivered by each Loan Party in favor of Agent and Lenders; (l) such other assurances, certificates, documents, consents or opinions as Agent or Lenders reasonably may require; and (m) payment of all fees and expenses described in that certain Amended and Restated Agreement Regarding Fees dated as of the Amendment Date from the Facility Entities, from the Class B Member date hereof between Borrower and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth Agent in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***]; k. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investmentsimmediately available funds.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25April 7, 2014 2015 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1Date”): a. the Investor has received fully executed copies of this Amendment, a reaffirmation each of the Guaranty AT&T Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C, each in form and substance reasonably satisfactory to the Investor, and each such AT&T Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C is in full force and effect; b. the Investor has received fully executed copies of this Amendment and an amendment to the MESPSA in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit DC, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. d. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the AT&T Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C; i. e. the Class B Member shall have paid (or caused to be have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to owing, with respect to to, Transaction Expenses for all services rendered and billed prior to the Amendment Date;; and j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***]; k. f. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.

Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25, 2014 (“the Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1Date: a. the Investor has received fully executed copies of each of the [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3, each in form and substance reasonably satisfactory to the Investor, and each such [***] PPA, [***] Consent and Assignment and Assumption Agreement #3 is in full force and effect; *** Confidential Treatment Requested b. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement MESPSA in the form attached hereto as Exhibit D, or otherwise each in form and substance reasonably satisfactory to the Investor, and an amendment to the Interparty Agreement, in the form attached hereto as Exhibit E, or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. c. the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion enforceability of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section Sections 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it8(b) above; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3; i. f. the Investor has received an update of the annual operating budget for the Facility Company to include the Facilities to be installed pursuant to the [***] PPA; g. the Class B Member shall have paid (or caused to be have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to owing, with respect to to, Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to h. the Investor in consideration of has received reasonably satisfactory evidence that the extension and other accommodations granted by this Amendment in the amount of Guarantor maintains $[***]; k. ] in cash equivalents, and i. each of the representations and warranties in the ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects as of the Amendment Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and l. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalent investments.