Common use of Credit and Collateral Covenants Clause in Contracts

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein; (b) Reserved; (c) Reserved; (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under the Security Documents; (e) Reserved; (f) Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation of the Generating Facility and activities incidental thereto; (g) Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and (h) During any period during which a Seller is a Defaulting Party, Seller shall: (i) Not declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or . Article Eight -- §8.04 Credit and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.Collateral Requirements

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCEAnaheim, execute, acknowledge, record, register, deliver deliver, and file all such notices, statements, instruments instruments, and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and Applicable Laws the rights, liens liens, and priorities of SCE Anaheim with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender consistent with the provisions of this Agreement. (c) Reserved;Seller may not create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction, or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialmanmaterial man, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site Site, or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material any part thereof. Seller shall promptly notify SCE Anaheim of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller shall provide prompt Notice to SCE of any Restricted Financing and, as part of such Notice, supply to SCE evidence that the indebtedness incurred with respect to the Restricted Financing has received a credit rating of “B” (or the equivalent) or better from Xxxxx’x or S&P, provided that, if Seller has previously provided a credit rating to SCE hereunder with respect to a Restricted Financing, Seller must provide to SCE a credit rating from the same credit rating agency (i.e., S&P or Xxxxx’x) for any subsequent Restricted Financing. (c) Reserved; (d) Except for liens permitted under which secure a Restricted Financing; are created by the Security Documents Documents; or are materialmen’s, mechanic’s, workers’ or repairmen’s liens arising in the ordinary course of business (that are not incurred in connection with the obtaining of any loan, advance or credit) for amounts which are not yet due or are being contested in good faith by appropriate proceedings and liens for do not, in the benefit aggregate materially impair the use or value of LenderSeller’s assets, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or by any other personperson or entity, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site Site, or the Generating Facility. Seller shall promptly provide Notice to SCE of any attachment or the imposition of any lien against Seller’s interest (or any part thereof) in the Site, this Agreement or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless unless: (i) Seller is disputing any such lien in good faith or (ii) Such interest has been subordinated to SCE’s interest in the Site, the Generating Facility, or any part thereof or interest therein, and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for against Seller’s interest (or any part thereof) in the Site, the Generating Facility, or any part thereof or interest therein; (d) During any period during which a Seller has an obligation is a Defaulting Party and until the resolution of the relevant default or Event of Default, which such resolution shall include the payment in full of any amounts that are finally determined to defend under the Security Documentsbe owed by Seller to SCE, Seller shall not: (i) Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller; or (ii) Otherwise make any distribution or payment to any Affiliate of Seller; (e) Reserved; (f) Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto; (g) Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and (h) During any period during which a Seller is a Defaulting Party, Seller shall: (i) Not declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of businessFacility.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility Facility. Article Eight -- §8.04 Credit and activities incidental thereto;Collateral Requirements (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCEAnaheim, execute, acknowledge, record, register, deliver deliver, and file all such notices, statements, instruments instruments, and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and Applicable Laws the rights, liens liens, and priorities of SCE Anaheim with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Except for Seller’s ability to do so in the ordinary course of business for corporate purposes or in connection with a portfolio financing of the Seller’s upstream parent companies, Seller may not cause or permit the stock, equity ownership interest in Seller to be pledged or assigned as collateral or otherwise to any party other than Lender consistent with the provisions of this Agreement. Additionally, Seller may not cause or permit the assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender consistent with the provisions of this Agreement. (c) Reserved;Except for Seller’s ability to do so in connection with portfolio financing of the Seller’s upstream parent companies, which includes acting as a guarantor of obligations or premium payments that may be due under such portfolio bonding program or other similar programs that are customary in the landfill gas to energy industry, Seller may not create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction, or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialmanmaterial man, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site Site, or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material any part thereof. Seller shall promptly notify SCE Anaheim of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;or its obligations under the Lease. The foregoing sentence shall not excuse or be read to authorize an Event of Default or any other failure to perform under this Agreement. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. . (e) Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. . (f) Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (fg) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gh) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hi) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller shall not cause or permit the stock or equity ownership interest in Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the financing or refinancing of the development, construction or operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of LenderLender or Permitted Liens, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under (except Permitted Liens other than liens described in paragraph (b) in the Security Documents;definition of Permitted Liens in excess of Two Million dollars ($2,000,000)) against Seller’s interest (or any part thereof) in the Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved;Seller shall not permit Seller’s Debt to Equity Ratio to exceed the amount set forth in Section 1.10. (f) Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (g) Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (h) During any period during which a Seller is continues to be a Defaulting Party, Seller shallshall not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly Seller other than to the Tax Equity ProvidersProvider; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable other than payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of businessbusiness with such Affiliate of Seller.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein; (b) ReservedSeller shall not cause or permit the stock or equity ownership interest in Seller to be pledged or assigned as collateral or otherwise to any party other than Lender, without written consent by SCE; (c) ReservedSeller shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or operation of the Project; (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating FacilityProject, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility Project or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under again Seller’s interest in the Security DocumentsSite, the Project, or any part thereof or interest therein; (e) ReservedSeller shall not permit Seller’s Debt to Equity Ratio to exceed the amount set forth in Section 1.08; (f) Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation of the Generating Facility and activities incidental theretoProject; (g) Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and (h) During any period during which a Seller is a Defaulting Party, Seller shall: (i) Not declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller's Debt, or issue any Disqualified Stock, in each case, other than Seller's Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s 's interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s 's interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller's interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock or equity ownership interest in Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved;Seller may not permit Seller’s Debt to Equity Ratio to exceed the amount set forth in Section 1.09. (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (g) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (h) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCEAnaheim, execute, acknowledge, record, register, deliver deliver, and file all such notices, statements, instruments instruments, and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and Applicable Laws the rights, liens liens, and priorities of SCE Anaheim with respect to the Security Interest and the Secured Interests provided for herein and therein; (b) Reserved; (c) Reserved; (d) . Except for liens permitted Seller’s ability to do so in the ordinary course of business for corporate purposes or in connection with a portfolio financing of the Seller’s upstream parent companies, Seller may not cause or permit the stock, equity ownership interest in Seller to be pledged or assigned as collateral or otherwise to any party other than Lender consistent with the provisions of this Agreement. Additionally, Seller may not cause or permit the assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender consistent with the provisions of this Agreement. Except for Seller’s ability to do so in connection with portfolio financing of the Seller’s upstream parent companies, which includes acting as a guarantor of obligations or premium payments that may be due under such portfolio bonding program or other similar programs that are customary in the Security Documents and landfill gas to energy industry, Seller may not create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction, or Operation of the Generating Facility. Except for liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialmanmaterial man, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site Site, or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material any part thereof. Seller shall promptly notify SCE Anaheim of any attachment or imposition of any lien for which against Seller’s interest (or any part thereof) in the Site, the Generating Facility, or any part thereof or interest therein. Seller has an obligation to defend under the Security Documents; (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto; (g) or its obligations under the Lease. The foregoing sentence shall not excuse or be read to authorize an Event of Default or any other failure to perform under this Agreement. Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and (h) . During any period during which a Seller is a Defaulting Party, Seller shall: (i) Not declare may not: Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly ; or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller. This Agreement sets forth the entirety of the agreement of the Parties regarding credit, except collateral, and adequate assurances. Except as expressly set forth in ARTICLE Ten. of this Agreement, neither Party: Has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever; or Will have reasonable grounds for commercially reasonable payments due under any Lease or and in connection insecurity with services rendered under any operation, maintenance, management, service, administration and similar agreements related respect to the Generating Facility in each creditworthiness of a Party that is complying with the relevant provisions of ARTICLE Ten. of this Agreement; and all implied rights relating to financial assurances arising from Section 2609 of the California Commercial Code or case made in the ordinary course of business.law applying similar doctrines, are hereby waived. GOVERNMENTAL CHARGES

Credit and Collateral Covenants. ‌ (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender. (c) Reserved;Seller may not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCEAnaheim, execute, acknowledge, record, register, deliver deliver, and file all such notices, statements, instruments instruments, and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and Applicable Laws the rights, liens liens, and priorities of SCE Anaheim with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller may not cause or permit the stock, equity ownership interest in Seller or assets of Seller to be pledged or assigned as collateral or otherwise to any party other than Lender consistent with the provisions of this Agreement. (c) Reserved;Seller may not create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction, or Operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of Lender, Seller shall may not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialmanmaterial man, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site Site, or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material any part thereof. Seller shall promptly notify SCE Anaheim of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved; (f) Seller shall may not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (gf) Seller shall may not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; andsubsidiary.‌ (hg) During any period during which a Seller is a Defaulting Party, Seller shallmay not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; oror‌ (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operation, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made in the ordinary course of business.Seller.‌

Credit and Collateral Covenants. (a) Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents (in addition to any notices, statements, instruments and other documents which must be executed, delivered, filed or recorded as required under Section 8.04(a) above) as may be necessary or advisable to render fully valid and enforceable under all applicable laws the Security Documents and the rights, liens and priorities of SCE with respect to the Security Interest and the Secured Interests provided for herein and therein;. (b) Reserved;Seller shall not cause or permit the stock or equity ownership interest in Seller to be pledged or assigned as collateral or otherwise to any party other than (i) Lender; or (ii) as permitted under Section 10.04. (c) Reserved;Seller shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any Disqualified Stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or Disqualified Stock issued, in connection with the funding of the development, construction or operation of the Generating Facility. (d) Except for liens permitted under the Security Documents and liens for the benefit of LenderLender and/or Equity Investors, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person, any lien on Seller’s interest (or any part thereof) in this Power Purchase Agreement, the Site or the Generating Facility. Seller promptly shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Generating Facility, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Generating Facility or a material part thereof. Seller shall promptly notify SCE of any attachment or imposition of any lien for which Seller has an obligation to defend under against Seller’s interest (or any part thereof) in the Security Documents;Site, the Generating Facility, or any part thereof or interest therein. (e) Reserved;As of the date ninety (90) days after the Initial Operation Date, Seller’s Debt to Equity Ratio shall not exceed the amount set forth in Section 1.09. (f) Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than the development, construction and operation Operation of the Generating Facility and activities incidental thereto;Facility. (g) Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary; and. (h) During any period during which a time when there is an uncured Event of Default and Seller is a Defaulting PartyParty (until the resolution of the applicable Event of Default), Seller shallshall not: (i) Not declare Declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, except for distributions made directly or indirectly to Tax Equity Providers; or (ii) Not Otherwise make any distribution or payment to any Affiliate of Seller; provided, except for commercially reasonable payments due under any Lease or and in connection with services rendered under any operationhowever, maintenance, management, service, administration and similar agreements related to the Generating Facility in each case made Seller may make distributions in the ordinary course of businessbusiness and payments (including distributions and payments to parent entities and Affiliates) for the payment of current interest on Seller’s Debt, payment of any current lease payments under a permitted Sale-Leaseback Transaction and operation and maintenance expenses related to the Generating Facility.