Common use of Directors & Officers Insurance Clause in Contracts

Directors & Officers Insurance. Directors & Officers insurance, including Employment Practices (if employees) in an amount not less than [***] on industry standard policy forms subject to a retention not to exceed [***]. This requirement may be satisfied by a corporate policy. [***] Confidential Treatment Requested SCHEDULE 9.2 TO NOTE PURCHASE AGREEMENT [FORM OF NOTE] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTE AS INDEBTEDNESS OF THE COMPANY FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. EXHIBIT 1 (to Note Purchase Agreement) DIAMOND STATE GENERATION PARTNERS, LLC 5.22% SENIOR SECURED NOTE DUE MARCH 30, 2025 No. [ ] [Date] $[ ] PPN 25275@AA1 FOR VALUE RECEIVED, the undersigned, DIAMOND STATE GENERATION PARTNERS, LLC (herein called the “Company”), a limited liability company formed and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on [ , ] (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.22% per annum from the date hereof, payable quarterly, on the 30th day of March, June, September and December in each year, commencing with the [ ] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at the Default Rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of the Collateral Agent in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of March 20, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Article 20 of the Note Purchase Agreement and (ii) made the representations set forth in Article 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is registered in the register of Notes maintained by the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. EXHIBIT 1 (to Note Purchase Agreement) The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. DIAMOND STATE GENERATION PARTNERS, LLC By [Title] EXHIBIT 1 (to Note Purchase Agreement) EXHIBIT 4.1.13(a) FORM OF OPINION OF COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(a) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(b) FORM OF OPINION OF SPECIAL REGULATORY COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(b) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(c) FORM OF OPINION OF SPECIAL CONSTITUTIONAL COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(c) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.13(d) FORM OF OPINION OF SPECIAL DELAWARE COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(d) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(e) FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS [See Execution Version] EXHIBIT 4.1.13(e) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.14 FORM OF INSURANCE CONSULTANT CERTIFICATE Date: March 20, 2013 [Purchasers] Re: Diamond State Generation Partners, LLC – Insurance Consultant’s Certificate Ladies and Gentlemen: The undersigned, a duly authorized representative of Xxxxx-XxXxxx, LLC, a Tennessee limited liability company (the “Insurance Consultant”), hereby delivers this Insurance Consultant’s Certificate to you in accordance with Section 4.1.14 of that certain Note Purchase Agreement, dated as of March 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”) and the Purchasers party thereto. Capitalized terms used herein and not otherwise defined have the meanings provided in the Note Purchase Agreement. The Insurance Consultant hereby makes the following statements in favor of the Secured Parties with respect to the Company and the Project as of the date hereof:

Directors & Officers Insurance. Directors & Officers insurance, including Employment Practices (if employees) in an amount not less than [***] $10,000,000 on industry standard policy forms subject to a retention not to exceed [***]. $50,000 This requirement may be satisfied by a corporate policy. ANNEX 4 “Knowledge” Persons [***] [***] [***] [***] [***] [***] [***] [***] EQUITY CAPITAL CONTRIBUTION AGREEMENT (BLOOM) [***] Confidential Treatment Requested SCHEDULE 9.2 TO NOTE PURCHASE ANNEX 5 Third Party Consents and Approvals None. EQUITY CAPITAL CONTRIBUTION AGREEMENT [FORM (BLOOM) ANNEX 6 Form of Company LLC Agreement See Attached. EQUITY CAPITAL CONTRIBUTION AGREEMENT (BLOOM) ANNEX 6 (Form of Company LLC Agreement) 2014 ESA HOLDCO, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF NOTE] [ ], 2014 THE SECURITIES (MEMBERSHIP INTERESTS) REPRESENTED BY THIS NOTE HAS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR REGISTERED OR QUALIFIED UNDER ANY SECURITIES OR BLUE SKY LAWS OF ANY STATE OR JURISDICTION. THEREFORE, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY NOT BE OFFEREDSOLD, SOLD PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE UNTIL A REGISTRATION PROVISIONS OF STATEMENT UNDER THE SECURITIES ACT AND ANY OR THE APPLICABLE PROVISIONS OF ANY STATE SECURITIES OR BLUE SKY LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD TO THE PROPOSED TRANSFER OR, IN THE OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR BLUE SKY LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONSIS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. THE HOLDER TABLE OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTE AS INDEBTEDNESS OF CONTENTS ARTICLE I DEFINITIONS 1 1.1. Certain Definitions 1 1.2. Other Definitional Provisions 13 ARTICLE II THE COMPANY FOR APPLICABLE FEDERAL, STATE, 1 2.1. Continuation of Limited Liability Company 1 2.2. Name 1 2.3. Principal Office 1 2.4. Registered Office; Registered Agent 1 2.5. Purposes 1 2.6. Term 2 2.7. Title to Property 2 2.8. Units; Certificates of Membership Interest; Applicability of Article 8 of UCC 2 ARTICLE III CAPITAL CONTRIBUTIONS AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. EXHIBIT 1 (to Note Purchase Agreement) DIAMOND STATE GENERATION PARTNERS, LLC 5.22% SENIOR SECURED NOTE DUE MARCH 30, 2025 No. [ ] [Date] $[ ] PPN 25275@AA1 FOR VALUE RECEIVED, the undersigned, DIAMOND STATE GENERATION PARTNERS, LLC (herein called the “Company”), a limited liability company formed and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on [ , ] (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.22% per annum from the date hereof, payable quarterly, on the 30th day of March, June, September and December in each year, commencing with the [ ] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at the Default Rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of the Collateral Agent in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of March 20, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Article 20 of the Note Purchase Agreement and (ii) made the representations set forth in Article 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is registered in the register of Notes maintained by the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. EXHIBIT 1 (to Note Purchase Agreement) The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. DIAMOND STATE GENERATION PARTNERS, LLC By [Title] EXHIBIT 1 (to Note Purchase Agreement) EXHIBIT 4.1.13(a) FORM OF OPINION OF COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(a) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(b) FORM OF OPINION OF SPECIAL REGULATORY COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(b) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(c) FORM OF OPINION OF SPECIAL CONSTITUTIONAL COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(c) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.13(d) FORM OF OPINION OF SPECIAL DELAWARE COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(d) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(e) FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS [See Execution Version] EXHIBIT 4.1.13(e) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.14 FORM OF INSURANCE CONSULTANT CERTIFICATE Date: March 20, 2013 [Purchasers] Re: Diamond State Generation Partners, LLC – Insurance Consultant’s Certificate Ladies and Gentlemen: The undersigned, a duly authorized representative of Xxxxx-XxXxxx, LLC, a Tennessee limited liability company (the “Insurance Consultant”), hereby delivers this Insurance Consultant’s Certificate to you in accordance with Section 4.1.14 of that certain Note Purchase Agreement, dated as of March 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”) and the Purchasers party thereto. Capitalized terms used herein and not otherwise defined have the meanings provided in the Note Purchase Agreement. The Insurance Consultant hereby makes the following statements in favor of the Secured Parties with respect to the Company and the Project as of the date hereof:PAYMENTS 2

Directors & Officers Insurance. Directors & Officers insurance, including Employment Practices (if employees) in an amount not less than [***] $10,000,000 on industry standard policy forms subject to a retention not to exceed [***]$50,000. This requirement may be satisfied by a corporate policy. [***] Confidential Treatment Requested SCHEDULE 9.2 TO NOTE PURCHASE AGREEMENT [FORM OF NOTE] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTE AS INDEBTEDNESS OF THE COMPANY FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. EXHIBIT 1 (to Note Purchase Agreement) DIAMOND STATE GENERATION PARTNERS, LLC 5.22% SENIOR SECURED NOTE DUE MARCH 30, 2025 No. [ ] [Date] $[ ] PPN 25275@AA1 FOR VALUE RECEIVED, the undersigned, DIAMOND STATE GENERATION PARTNERS, LLC (herein called the “Company”), a limited liability company formed and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on [ , ] (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.22% per annum from the date hereof, payable quarterly, on the 30th day of March, June, September and December in each year, commencing with the [ ] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at the Default Rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of the Collateral Agent in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of March 20, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Article 20 of the Note Purchase Agreement and (ii) made the representations set forth in Article 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is registered in the register of Notes maintained by the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. EXHIBIT 1 (to Note Purchase Agreement) The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. DIAMOND STATE GENERATION PARTNERS, LLC By [Title] EXHIBIT 1 (to Note Purchase Agreement) EXHIBIT 4.1.13(a) FORM OF OPINION OF COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(a) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(b) FORM OF OPINION OF SPECIAL REGULATORY COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(b) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(c) FORM OF OPINION OF SPECIAL CONSTITUTIONAL COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(c) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.13(d) FORM OF OPINION OF SPECIAL DELAWARE COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(d) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(e) FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS [See Execution Version] EXHIBIT 4.1.13(e) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.14 FORM OF INSURANCE CONSULTANT CERTIFICATE Date: March 20, 2013 [Purchasers] Re: Diamond State Generation Partners, LLC – Insurance Consultant’s Certificate Ladies and Gentlemen: The undersigned, a duly authorized representative of Xxxxx-XxXxxx, LLC, a Tennessee limited liability company (the “Insurance Consultant”), hereby delivers this Insurance Consultant’s Certificate to you in accordance with Section 4.1.14 of that certain Note Purchase Agreement, dated as of March 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”) and the Purchasers party thereto. Capitalized terms used herein and not otherwise defined have the meanings provided in the Note Purchase Agreement. The Insurance Consultant hereby makes the following statements in favor of the Secured Parties with respect to the Company and the Project as of the date hereof:

Directors & Officers Insurance. Directors & Officers insurance, including Employment Practices (if employees) in an amount not less than [***] on industry standard policy forms subject to a retention not to exceed [***]. ] This requirement may be satisfied by a corporate policy. [***] Confidential Treatment Requested SCHEDULE 9.2 TO NOTE PURCHASE ANNEX 4 “Knowledge” Persons [***] [***] [***] [***] [***] [***] [***] [***] EQUITY CAPITAL CONTRIBUTION AGREEMENT (BLOOM) [FORM ***] Confidential Treatment Requested ANNEX 5 Third Party Consents and Approvals None. EQUITY CAPITAL CONTRIBUTION AGREEMENT (BLOOM) ANNEX 6 Form of Company LLC Agreement See Attached. EQUITY CAPITAL CONTRIBUTION AGREEMENT (BLOOM) ANNEX 6 (Form of Company LLC Agreement) 2014 ESA HOLDCO, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF NOTE] [ ], 2014 THE SECURITIES (MEMBERSHIP INTERESTS) REPRESENTED BY THIS NOTE HAS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR REGISTERED OR QUALIFIED UNDER ANY SECURITIES OR BLUE SKY LAWS OF ANY STATE OR JURISDICTION. THEREFORE, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY NOT BE OFFEREDSOLD, SOLD PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE UNTIL A REGISTRATION PROVISIONS OF STATEMENT UNDER THE SECURITIES ACT AND ANY OR THE APPLICABLE PROVISIONS OF ANY STATE SECURITIES OR BLUE SKY LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD TO THE PROPOSED TRANSFER OR, IN THE OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR BLUE SKY LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONSIS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. THE HOLDER TABLE OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTE AS INDEBTEDNESS OF CONTENTS ARTICLE I DEFINITIONS 1 1.1. Certain Definitions 1 1.2. Other Definitional Provisions 13 ARTICLE II THE COMPANY FOR APPLICABLE FEDERAL, STATE, 1 2.1. Continuation of Limited Liability Company 1 2.2. Name 1 2.3. Principal Office 1 2.4. Registered Office; Registered Agent 1 2.5. Purposes 1 2.6. Term 2 2.7. Title to Property 2 2.8. Units; Certificates of Membership Interest; Applicability of Article 8 of UCC 2 ARTICLE III CAPITAL CONTRIBUTIONS AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. EXHIBIT 1 (to Note Purchase Agreement) DIAMOND STATE GENERATION PARTNERS, LLC 5.22% SENIOR SECURED NOTE DUE MARCH 30, 2025 No. [ ] [Date] $[ ] PPN 25275@AA1 FOR VALUE RECEIVED, the undersigned, DIAMOND STATE GENERATION PARTNERS, LLC (herein called the “Company”), a limited liability company formed and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on [ , ] (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.22% per annum from the date hereof, payable quarterly, on the 30th day of March, June, September and December in each year, commencing with the [ ] next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at the Default Rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of the Collateral Agent in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of March 20, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Article 20 of the Note Purchase Agreement and (ii) made the representations set forth in Article 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is registered in the register of Notes maintained by the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. EXHIBIT 1 (to Note Purchase Agreement) The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. DIAMOND STATE GENERATION PARTNERS, LLC By [Title] EXHIBIT 1 (to Note Purchase Agreement) EXHIBIT 4.1.13(a) FORM OF OPINION OF COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(a) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(b) FORM OF OPINION OF SPECIAL REGULATORY COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(b) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(c) FORM OF OPINION OF SPECIAL CONSTITUTIONAL COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(c) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.13(d) FORM OF OPINION OF SPECIAL DELAWARE COUNSEL TO THE COMPANY [See Execution Version] EXHIBIT 4.1.13(d) TO NOTE PURCHASE AGREEMENT Exhibit 4.1.13(e) FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS [See Execution Version] EXHIBIT 4.1.13(e) TO NOTE PURCHASE AGREEMENT EXHIBIT 4.1.14 FORM OF INSURANCE CONSULTANT CERTIFICATE Date: March 20, 2013 [Purchasers] Re: Diamond State Generation Partners, LLC – Insurance Consultant’s Certificate Ladies and Gentlemen: The undersigned, a duly authorized representative of Xxxxx-XxXxxx, LLC, a Tennessee limited liability company (the “Insurance Consultant”), hereby delivers this Insurance Consultant’s Certificate to you in accordance with Section 4.1.14 of that certain Note Purchase Agreement, dated as of March 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”) and the Purchasers party thereto. Capitalized terms used herein and not otherwise defined have the meanings provided in the Note Purchase Agreement. The Insurance Consultant hereby makes the following statements in favor of the Secured Parties with respect to the Company and the Project as of the date hereof:PAYMENTS 2