Common use of Conditions Precedent to the Closing Date Clause in Contracts

Conditions Precedent to the Closing Date. The obligation of each Lender to make the Initial Loan and the effectiveness of this Agreement are subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) Delivery to the Agents (for further distribution to the Lenders) of each of the following Financing Documents and Project Documents, each duly executed and delivered by the parties thereto: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; (v) the Security Agreement; (vi) the Fee Letters; (vii) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing 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). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCity; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, scope and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.

Conditions Precedent to the Closing Date. The obligation of each Lender to make the Initial Loan Loans and the effectiveness of this Agreement are subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretionpursuant to Section 9.12(a)) on or prior to the Closing Date: (a) Delivery to the Agents (for further distribution to the Lenders) of each of the following Financing Documents and Project Documents, each duly executed and delivered by the parties thereto: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.; (ii) the Depositary AgreementCADA; (iii) the NDA; (iv) the Member Pledge; (viv) the Security Agreement; (viv) the Fee Letters;; and (viivi) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date 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). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party (and in the case of the Borrower, for each Funded Subsidiary that is a party to a Financing Document) in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the absence of any material breach by any Funded Subsidiary (unless indentified as a Watched Asset) of any Project Documents to which it is a party, (D) the absence of a Bankruptcy Event with respect to each of SolarCity, each Loan Party and each Funded Subsidiary (unless identified as a Watched Asset), and (E) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCityhereof; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender;; and (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender;. (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. The Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of the Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower, the Member or owners thereof) for the Agents and the Lenders to identify the Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable in accordance with the requirements of the Patriot Act (including the “know your customer” and anti-money laundering rules and regulations, including the Patriot Actsimilar regulations thereunder). (kj) All Accounts required to be open as of the Closing Date under the Depositary Agreement CADA shall have been opened. (k) The expenses incurred and invoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.4. (l) The Borrower shall deliver have delivered unaudited financial statements of the Borrower in form and substance satisfactory to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given Administrative Agent in the NDAits sole discretion. (m) The Administrative Agent Borrower shall have received obtained all approvals (to the extent required to have been obtained by such time) and all consents of any Persons or modifications to Project Documents or Organizational Documents of any putative Subject Fund, in each case that are necessary for its entry into the Financing Documents to which it is a report party and implementation of the Independent Engineer transactions contemplated in formthe Financing Documents, scope each of which is listed on Schedule 3.1(m). Each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, together . [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDASecurities and Exchange Commission.

Conditions Precedent to the Closing Date. The obligation of each Lender to make the Initial Loan Loans and the effectiveness of this Agreement are subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretionpursuant to Section 9.12(a)) on or prior to the Closing Date: (a) Delivery to the Agents (for further distribution to the Lenders) of each of the following Financing Documents and Project Documents, each duly executed and delivered by the parties thereto: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.; (ii) the Depositary AgreementCADA; (iii) the NDA; (iv) the Member Pledge; (viv) the Security Agreement; (viv) the Fee Letters;; and (viivi) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date 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). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party (and in the case of the Borrower, for each Funded Subsidiary that is a party to a Financing Document) in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the absence of any material breach by any Funded Subsidiary (unless indentified as a Watched Asset) of any Project Documents to which it is a party, (D) the absence of a Bankruptcy Event with respect to each of SolarCity, each Loan Party and each Funded Subsidiary (unless identified as a Watched Asset), and (E) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCityhereof; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender;; and (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender;. (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. The Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of the Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower, the Member or owners thereof) for the Agents and the Lenders to identify the Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable in accordance with the requirements of the Patriot Act (including the “know your customer” and anti-money laundering rules and regulations, including the Patriot Actsimilar regulations thereunder). (kj) All Accounts required to be open as of the Closing Date under the Depositary Agreement CADA shall have been opened. (k) The expenses incurred and invoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.4. (l) The Borrower shall deliver have delivered unaudited financial statements of the Borrower in form and substance satisfactory to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given Administrative Agent in the NDAits sole discretion. (m) The Administrative Agent Borrower shall have received obtained all approvals (to the extent required to have been obtained by such time) and all consents of any Persons or modifications to Project Documents or Organizational Documents of any putative Subject Fund, in each case that are necessary for its entry into the Financing Documents to which it is a report party and implementation of the Independent Engineer transactions contemplated in formthe Financing Documents, scope each of which is listed on Schedule 3.1(m). Each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.

Conditions Precedent to the Closing Date. The obligation of each Lender the Lenders to make the Initial initial Loan and on the effectiveness of this Agreement are Closing Date is subject to the prior satisfaction of each of the following conditions, in each case conditions to the satisfaction of the Administrative Agent and each of the Lenders Blackstone Representative (unless waived in writing by the Administrative Agent and Agent, acting at the Lenders in their sole and absolute discretion) on or prior to direction of the Closing Date:Blackstone Representative): (a) Delivery to the Agents Administrative Agent of (for further distribution i) duly authorized and executed counterparts of this Agreement (which may be facsimile or .pdf copies) and each other Loan Document entered into on the Closing Date and (ii) any Notes requested by Xxxxxxx at least five (5) Business Days prior to the Lenders) of each of the following Financing Documents and Project DocumentsClosing Date, each as duly authorized, executed and delivered by the parties thereto: (i) this Agreement; Trapper applicable Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; (v) the Security Agreement; (vi) the Fee Letters; (vii) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC AgreementParties. (b) Each representation and warranty of each Loan Party set forth in Section 4.1 the Loan Documents to which such Loan Party is a party is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of on the Closing Date (unless such or, if any representation or warranty relates solely is stated to an earlier have been made as of a specific date, in which case it shall have been true and correct in all material respects as of such earlier specific date). (c) As No Default or Event of Default has occurred and is continuing or will result from the funding of the initial Loan. (d) The outstanding principal amount of the Loans shall not exceed the Borrowing Base. (e) Receipt by the Administrative Agent of: (i) a copy of the articles of incorporation, certificate of formation, certificate of limited partnership, certificate of registration or other formation documents, including all amendments thereto, of each Loan Party, each certified as of a recent date by the Secretary of State of the state of such Person’s formation or organization; (ii) a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the limited liability company operating agreement, bylaws or partnership agreement of such Person, as in effect on the Closing Date and the date of the resolutions described in clause (B) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the appropriate governing entity or body of such Person, authorizing the execution, delivery and performance of the Operative Documents to which such Person is a party as of the Closing Date and, if applicable, the borrowings hereunder and the granting of the Liens contemplated to be granted by the applicable Loan Party under the Security Documents (if any), and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (C) that the articles of incorporation, certificate of formation, certificate of limited partnership, certificate of registration or other formation documents of such Person have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Operative Document or any other document delivered in connection herewith on behalf of such Person. (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above. (f) Delivery to the Administrative Agent of a certificate issued by the Secretary of State of the State of Delaware certifying that the Loan Parties are in good standing. (g) Delivery to the Administrative Agent of a closing certificate, dated as of the Closing Date, signed by a Responsible Officer of the Borrower, in substantially the form of Exhibit I to this Agreement. (h) [Reserved]. (i) Delivery to the Collateral Agent of the certificates (if any) representing the shares of Capital Stock pledged pursuant to the Security Agreement or the PASS Parent Pledge Agreement, as applicable, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of each Loan Party that is a pledgor thereunder. (j) Delivery to the Administrative Agent of the results of a recent lien search in the jurisdictions of formation of the Loan Parties, and such searches shall reveal no event Liens on any of the assets of the Loan Parties except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Blackstone Representative. (k) The Collateral Accounts shall have been established in compliance with this Agreement. (l) Delivery to the Administrative Agent and the Collateral Agent of (i) a New York law opinion regarding the enforceability of the Loan Documents and a customary security opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx LLP, counsel for the Loan Parties, (ii) a local law opinion regarding the enforceability of the Loan Documents and a customary security opinion, dated the Closing Date, to the extent the opinion in clause (ii) does not cover such matters with respect to any Loan Party, in each case in form and substance satisfactory to the Administrative Agent, the Collateral Agent, the Blackstone Representative and the Lenders. (m) No Material Adverse Effect or event, condition or circumstance that would reasonably be expected to constitute a Material Adverse Effect shall have occurred and be continuing continuing. (n) On the Closing Date, the Borrower shall have paid (or would result from shall simultaneously pay as of the Closing Date) all fees, costs and other expenses and all other amounts then due and payable by the Borrower pursuant to this Agreement (including Section 9.5 and the Draw Fee), the Agent Fee Agreement and each other fee agreement between the Guarantor or the Borrower and any Lender or Agent (the “Other Fee Agreements”). (o) Delivery to the Administrative Agent of evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCity; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each other Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall Documents have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders extent the obligation to make such payment then exists) by or on behalf of the Agents) and costs, Borrower shall have made other arrangements acceptable or are to be paid in full out of the Agents, proceeds of the Depositary or such Lender(s), as initial Loans on the case may be, in their sole discretion)Closing Date. (ip) The Blackstone Representative and the Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (ji) The Agents and Lenders shall have received all such documentation and other information requested by about the Agents Loan Parties, Tax Equity JVs and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as Lessees required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot ActUSA PATRIOT Act (“KYC”), that has been requested by the Blackstone Representative in writing at least ten (10) Business Days prior to the Closing Date and (ii) completed diligence to its satisfaction of such KYC. (kq) All Accounts required Delivery by the Borrower to be open the Administrative Agent of a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the transactions hereunder) substantially in the form attached hereto as Exhibit F. (r) Delivery to the Administrative Agent of appropriately completed UCC financing statements, which have been duly authorized for filing by an appropriate Person, naming the Loan Parties as debtors and Collateral Agent as secured party covering the applicable Collateral. (s) Delivery to the Collateral Agent of the Parent Guaranty. (t) At least five (5) days prior to the Closing Date, if Xxxxxxxx qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, delivery to the Administrative Agent of a Beneficial Ownership Certification in relation to the Borrower. (u) A list identifying each bank account of or in the name of each Loan Party, including the account number and account holder of each such account and the balance thereof as of the most recently available date prior to the Closing Date under the Depositary Agreement shall have been openedDate. (lv) The Borrower Agents and the Lenders shall deliver have received such other opinions, instruments, certificates and documents from the Loan Parties as the Agents or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Lessee payment instructions pursuant Borrower (and without herein imposing or implying any duty on the part of any Agent to make any such request). For purposes of determining compliance with the conditions specified in this Section 3.3(g) of the Master Lease directing all payments 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be made satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, scope and substance satisfactory written notice from such Lender prior to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDAproposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. The obligation occurrence of each Lender to make the Initial Loan and the effectiveness of this Agreement are Closing Date is subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived Purchaser in writing by the Administrative Agent and the Lenders in their its sole and absolute discretion) on discretion and, as to any agreement, document or prior to the Closing Date: (a) Delivery to the Agents (for further distribution to the Lenders) of each of the following Financing Documents and Project Documentsinstrument specified below, each duly executed and delivered by the parties thereto: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; (v) the Security Agreement; (vi) the Fee Letters; (vii) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing 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). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCity; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender.Purchaser in its sole discretion: (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (ma) The Administrative Agent shall have received a report each of the Independent Engineer in formfollowing: (i) Executed counterparts of this Agreement, scope the Parent Guaranty and substance satisfactory the Pricing Side Letter duly executed and delivered by the parties hereto and thereto. (ii) Certified copies of resolutions of Perspecta and each Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto. (iii) An officer incumbency and specimen signature certificate for Perspecta and each Initial Seller. (iv) Organizational documents of Perspecta and each Initial Seller certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Opinions of counsel to Perspecta and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Purchase Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and Law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), true sale and such other matters as the Administrative Agent and the Purchasers may reasonably request. (vi) Evidence of the establishment of each Seller Account relating to the Lenders Initial Sellers. (vii) An executed Account Control Agreement with respect to (A) the Collection Account and (B) each Existing Account with respect to the Existing Sellers. (viii) A certification that the Initial Sellers have instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account. (b) The Initial Sellers shall have paid all fees owed on or prior to the Closing Date to the Administrative Agent (if, applicable, for the benefit of the Purchasers) and the Administrative Agent, together with a certificate Purchasers pursuant to the terms of the Independent Engineer this Agreement or any fee letter executed in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDAconnection herewith.

Conditions Precedent to the Closing Date. The obligation of each Lender to make the Initial Loan its initial extension of credit hereunder and the effectiveness occurrence of this Agreement are the Closing Date is subject to the prior fulfillment (or waiver), to the reasonable satisfaction of the Agent and each Lender, of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) Delivery The Agent shall have received (i) this Agreement, (ii) the Pledge and Security Agreement pursuant to which a Lien is granted on the Agents (Collateral in favor of the Agent, for further distribution to the ratable benefit of the Lenders, and pursuant to which the Agent is authorized to file customary “all assets” UCC-1 financing statements; (iii) of the Commitment Letter; (iv) each of the following Financing Documents and Project Documentsother Loan Document, each duly executed and delivered by each party hereto or thereto; (b) The Agent shall have received the parties thereto:written opinions, dated the Closing Date, of counsel to the Loan Parties, with respect to this Agreement and the other Loan Documents; (c) The Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the applicable Governmental Authority, and which certificates shall indicate that the applicable Loan Party is in good standing in such jurisdiction; (d) The Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower; (e) The Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other documents to be delivered by it in connection herewith and therewith; (f) The Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to each Loan Party executing this Agreement and the other Loan Documents not previously delivered to the Agent to which it is a party, certified by a Responsible Officer; (g) The Borrower shall have paid all expenses required to be reimbursed to the Agent pursuant to the terms of this Agreement in connection with the transactions (to the extent invoiced at least three Business Days prior to the Closing Date) and all fees due on the Closing Date pursuant to the Commitment Letter; (h) The Arrangers shall have received the following (collectively, the “Historical Financial Statements”): (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested (A) audited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower, prepared in accordance with GAAP, for the bracketed portionstwo most recent fiscal years that shall have ended at least 60 days prior to the Closing Date; and (B) unaudited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower, prepared in accordance with GAAP, for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (A) above and at least 40 days prior to the Closing Date, in the case of clauses (A) and (B) above. The confidential redacted portion has been omitted and filed separately Arrangers hereby acknowledge that the Borrower’s public filing with the Securities and Exchange Commission. SEC of any required financial statements will satisfy the applicable requirements of this clause (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; (v) the Security Agreement; (vi) the Fee Letters; (vii) the Notes (if requested by a Lenderi); (viiii) The Arrangers shall have received an officer’s certificate (as to the Master Leasesatisfaction of the closing conditions set forth in clause (j) of this Section 3.1 and (B) a solvency certificate in the form of Exhibit F from the Borrower executed by its chief financial officer (or person with equivalent responsibilities); (ixj) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Maintenance Services Agreement; (x) representations and warranties of Loan Parties contained in this Agreement and the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is other Loan Documents shall be true and correct in all material respects as of the Closing Date, other than those representations on and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date (unless provided that, to the extent that such representation or warranty relates solely representations and warranties specifically refer to an earlier date, in which case it they shall have been be true and correct in all material respects as of such earlier date). ; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates) and (cii) As no Event of the Closing Date, no event Default or Unmatured Event of Default shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Partycontinuing; (iik) a certificate from a Responsible Officer of each Loan Party certifying to (A) The Refinancing shall be consummated substantially concurrently with the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as initial funding of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCityCredit Facilities; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (fl) The Administrative Agent and the Collateral Agent shall have received (Ai) searches of UCC all filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order recordations that are necessary to perfect the security interest interests of the Collateral Agent (for the benefit Agent, on behalf of the Secured Parties) , in the CollateralCollateral and the Agent shall have received evidence reasonably satisfactory to the Agent that upon such filings and recordations such security interests constitute valid and perfected First Priority Liens thereon (subject to Liens permitted by Section 6.2) and (ii) (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating each original promissory note pledged pursuant to the Collateral being secured as of Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof; (m) The Arrangers shall have received, at least five days prior to the Closing Date, all documentation and other information requested by it in writing to the Borrower at least 10 Business Days prior to the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.Act and the Beneficial Ownership Regulation (including, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification); (kn) All Accounts required At least two (2) Business Days prior to be open as of the Closing Date under Date, the Depositary Agreement Borrower shall have been opened.delivered to the Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof; and (lo) The Borrower shall deliver to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a report completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer, together with all attachments contemplated thereby, and the results of a search of the Independent Engineer Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in form, scope the jurisdictions reasonably requested by the Agent and substance copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Lenders and Agent that the Administrative AgentLiens other than Liens permitted pursuant to Section 6.2 have been, together or will be simultaneously or substantially concurrently with a certificate of the Independent Engineer in Closing Date, released (or arrangements reasonably satisfactory to the form of Exhibit H. (n) The Administrative Agent for such release shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDAbeen made).

Conditions Precedent to the Closing Date. The This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (and the obligation of each Lender to make the Initial Loan and the effectiveness of this Agreement are an Advance is subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of such conditions precedent before or concurrently with the Closing Date): (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and each of substance reasonably satisfactory to the Lenders (unless waived otherwise specified) and (except for the Notes) in writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) Delivery to the Agents (sufficient copies for further distribution to the Lenders) of each of the following Financing Documents and Project Documents, each duly executed and delivered by the parties theretoLender: (i) Duly executed counterparts of this Agreement and the Closing Date Intercreditor Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) The Notes payable to the Depositary Agreement;order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Collateral Documents, together with evidence that all other actions that the NDA;Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the Member Pledge;resolutions of the boards of directors or the sole members, as applicable, of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document. (v) A copy of the Security Agreement;charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) the Fee Letters; (vii) the Notes (if requested A certificate of each Loan Party signed on behalf of such Loan Party by a Lender); Responsible Officer, dated the Closing Date (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation statements made in which certificate shall be true on and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other than those representations applicable formation document) of such Loan Party and warranties the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which are modified by materiality by their own terms, the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be true and correct in all respects as attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the Closing Date existence of such Loan Party; (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct D) the accuracy in all material respects as of such earlier date). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document the Loan Documents to which it is or is to be a party being true on and correct in all material respects as of the Closing Date Date; (unless such representation E) the absence of any Default or warranty relates solely to an earlier dateEvent of Default occurring and continuing, in which case it shall have been true or resulting from entry into this Agreement or the transactions contemplated hereby; and correct in all material respects as of such earlier date), (BF) the absence of a Default Material Adverse Effect since December 31, 2019. (vii) A certificate of the Secretary or an Event Assistant Secretary of Defaulteach Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, (C) in substantially the satisfaction (or waiver by the Administrative Agent and each Lender) form of all conditions precedent Exhibit I attesting to the Closing Date in accordance with Solvency of the terms Borrower and conditions hereof and its Restricted Subsidiaries, on a consolidated basis (D) no Bankruptcy Event has occurred with respect after giving effect to SolarCity;the Transactions), from its Chief Financial Officer or other financial officer. (iiiix) an opinion[Reserved]. (x) A favorable opinion of (A) Xxxx, dated as of the Closing DateWeiss, of Xxxxxx Rifkind, Xxxxxxx Xxxxxxxx & XxxxxxXxxxxxxx, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and substance addressing such other matters as the Lenders may reasonably acceptable request (including as to the Agents Delaware corporate law matters), and each Lender; (ivB) an opinionXxxxxxxx, dated as of the Closing DateLoop & Xxxxxxxx, of Proskauer Rose LLP, special bankruptcy Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and substance addressing such other matters as the Lenders may reasonably acceptable request. (xi) Since December 31, 2019, there shall not have occurred a Material Adverse Effect. (xii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Fee Letters and payable to the Agents and each Lender; and (v) an opinion, dated as of or the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, Lenders shall have been paid in full (or in connection with such taxes, fees (other than fees payable cash to the Lenders or the Agents) extent due and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion)payable. (ixiii) The Lenders shall have received the most recent unaudited financial statements of Borrowerreceived, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and other information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsregulations and Beneficial Ownership Regulation, including without limitation, the Patriot Act. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, scope and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.

Conditions Precedent to the Closing Date. The obligation occurrence of each Lender to make the Initial Loan and Closing Date, the effectiveness of this Agreement and the making of the Term Loan by the Lender are subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders conditions (unless waived in writing by the Administrative Agent and the Lenders Lender in their its sole and absolute discretion) on or prior to the Closing Date:): (a) Delivery to the Agents (for further distribution to the Lenders) of each Lender of the following executed originals of each Financing Documents and Project DocumentsDocument, each of which shall be satisfactory in form and substance to the Lender and shall have been duly authorized, executed and delivered by the parties thereto: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.; (ii) the Depositary AgreementNote; (iii) the NDASecurity Agreement; (iv) the Member Pledge; (v) the Security Collateral Agency and Depositary Agreement; (vi) the Fee Letters;SolarCity Indemnity Agreement; and (vii) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, any other than those representations and warranties which are modified by materiality by their own terms, which shall Financing Document contemplated or required to be true and correct in all respects effective as of the Closing Date (unless to the extent such representation or warranty relates solely documents are required to an earlier date, in which case it shall have been true and correct in all material respects be executed as of such earlier datethe Closing Date). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (db) Delivery to the Administrative Agent and each Lender of the following, each of which shall be reasonably satisfactory in form and substance to the Lender and shall have been duly executed and delivered by the party thereto: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative AgentLender, from each Loan PartyBorrower and Member, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party. (ii) a Closing Certificate of Borrower, dated as of the Closing Date. (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Borrower and Member, in a form reasonably acceptable to Lender; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) Delivery to the Lender of copies of the following documents, duly authorized, executed and delivered by the parties thereto: (i) Sale Documents; (ii) a certificate from a Responsible Officer Maintenance Services Agreement; (iii) Asset Management Agreement; and (iv) Accession Agreement. (d) As of the Closing Date, each Loan Party certifying to (A) the representations representation and warranties made by such Loan Party warranty set forth in each Financing Document to which it Section 4.1 is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCity; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender;. (e) No Default or Event of Default has occurred and is continuing or will result from the making of the Term Loan requested hereunder. (f) The Accounts shall have been established with the Depositary and Borrower shall have instructed SolarCity, as provider under Maintenance Services Agreement, to direct all Customer Payments and other Revenues directly to the applicable Owner Account. (g) All Liens contemplated by the Collateral Security Documents to be created and perfected in favor of the Collateral Agent Lender as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (fh) The Administrative Agent and the Collateral Agent Lender shall have received a (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party Borrower and Member and each jurisdiction where a filing would need to be made in order to perfect the Lender’s security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (CB) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (gi) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Agreement and Borrower shall have properly delivered or caused to be delivered to the Lender all such Collateral Agent that requires perfection of the Lien and security interest described above by possession or control. (j) All amounts [***] required to be paid to or deposited with the Lender hereunder and under any other separate agreement with such parties, and all Trapper Loan Agreement taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (hk) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, The Lender shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). received (i) The Lenders shall have received the most recent unaudited directionally correct pro forma financial statements of Borrower, such financial statements to be in the form and substance satisfactory to the Administrative Agent Lender and (ii) the most recent annual (2011) and quarterly (2012) financial statements of each Lenderof the Owners. (jl) The Agents and Lenders Lender shall have received the Financial Model, such Financial Model to be satisfactory to Lender; (m) The Lender shall have received all such documentation and information requested by the Agents and the Lenders Lender that is necessary for the Lender to identify Borrower in accordance with the requirements of the Patriot Act (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actsimilar regulations thereunder). (kn) All Borrower shall cause all amounts of the Owners on deposit or credited to any Existing Bank Accounts (other than any amounts which will be required to make the other payments required to be open as of made under this Section 3.1 on the Closing Date under the Depositary Agreement Date) shall have been openedtransferred to the Master Revenue Account established as provided in the Collateral Agency and Depositary Agreement. (lo) The Each Project shall be a qualifying small power production facility pursuant to FERC’s regulations at 18 C.F.R. § 292.203(a), with a power production capacity of less than 20 MW and, to the extent required under FERC regulations to preserve such status, the Borrower shall deliver have filed with FERC a notice of self-certification, or obtained from FERC an order granting certification, with respect to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDAsuch status. (mp) The Administrative Agent Lender shall have received a report Portfolio Report for the month of the Independent Engineer December 2012 in form, scope form and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDAit.

Conditions Precedent to the Closing Date. The obligation of each Lender to make the Initial Loan its initial extension of credit hereunder and the effectiveness occurrence of this Agreement are the Closing Date is subject to the prior fulfillment (or waiver), to the reasonable satisfaction of the Agent and each Lender, of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) Delivery The Agent shall have received (i) this Agreement, (ii) the Pledge and Security Agreement pursuant to which a Lien is granted on the Agents (Collateral in favor of the Agent, for further distribution to the ratable benefit of the Lenders, and pursuant to which the Agent is authorized to file customary “all assets” UCC-1 financing statements; (iii) of the Commitment Letter; (iv) each of the following Financing Documents and Project Documentsother Loan Document, each duly executed and delivered by the parties each party hereto or thereto: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; (v) the Security Agreement; (vi) the Fee Letters; (vii) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it The Agent shall have been true and correct in all material respects as of such earlier date). (c) As of received the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCity; (iii) an opinionwritten opinions, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form with respect to this Agreement and substance reasonably acceptable to the Agents and each Lenderother Loan Documents; (ivc) an opinion, The Agent shall have received a certificate of status with respect to each Loan Party dated as within 30 days of the Closing Datedate of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the applicable Governmental Authority, and which certificates shall indicate that the applicable Loan Party is in good standing in such jurisdiction; (d) The Agent shall have received a copy of Proskauer Rose LLPeach Loan Party’s Governing Documents, special bankruptcy counsel certified by a Responsible Officer with respect to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor The Agent shall have received a copy of the Collateral Agent resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date shall have been perfectedby a Responsible Officer, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received authorizing (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or delivered by it in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) herewith and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, scope and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.therewith;

Conditions Precedent to the Closing Date. The obligation of the Agent, the L/C Issuer and each Lender to make the Initial Loan execute and the effectiveness of deliver this Agreement are is subject to the prior satisfaction of each of the following conditions, conditions precedent having been satisfied in each case a manner satisfactory to the satisfaction of Agent, the Administrative Agent L/C Issuer and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing DateLender: (a) Delivery This Agreement and the other Loan Documents have been executed by each party thereto and the Loan Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with them before or on such Closing Date. (b) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (c) No Default or Event of Default shall exist on the Closing Date. (d) The Agent, the L/C Issuer and the Lenders shall have received such opinions of counsel for the Borrower and the other Loan Parties as the Agent, the L/C Issuer or any Lender shall reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents (for further distribution to Agent, the Lenders, and their respective counsel. (e) of each of the following Financing Documents and Project Documents, each duly executed and delivered by the parties theretoThe Agent shall have received: (i) this Agreement; Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; (v) the Security Agreement; (vi) the Fee Letters; (vii) the Notes (if requested by a Lender); (viii) the Master Lease; (ix) the Maintenance Services Agreement; (x) the [***] Guarantee; (xi) the SolarCity Guarantee; (xii) the [***] Security Agreement; (xiii) the LLC Agreement. (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing 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). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such PartyParent Guaranty; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing 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), (B) the absence of a Default or an Event of Default, (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof and (D) no Bankruptcy Event has occurred with respect to SolarCity; The Parent Security Agreement; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; The Parent Pledge Agreement; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each LenderThe Stock Pledge Agreement; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each LenderThe Intercreditor Agreement; (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts (including, but not limited to, any Fees) required to be paid under this Agreement or any other Financing Document, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions pursuant to Section 3.3(g) of the Master Lease directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, scope and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.