Common use of PBI Payments Clause in Contracts

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parent, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer, assignment and pledge of the rights to the PBI Payments is not subject to and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “"Performance Based Incentive Agreement”")) have been satisfied or approved, as applicable, and the PBI Obligor’s 's payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, not subject to offset for any reason. c. Copies of all PBI Documents and the Documents, including any Performance Based Incentive Agreement, if any, for PBI Payments are maintained by a Servicer on behalf of the related Financed Fund and copies thereof shall have been delivered to the Verification Agent as of Custodian in accordance with the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset)Custodial Agreement. d. To the extent the The rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without rights to enforce collection of the consent of PBI Payments under the related PBI ObligorDocuments are enforceable by the applicable Financed Fund (or by an agent for such Financed Fund), and either any consent required in connection with such enforcement is not to be unreasonably withheld or if consent or notice to any Person is required the requirement for the grant of a security interest, such consent will have been obtained or notice will have been given as is not enforceable under applicable law (including, if applicable, Sections 9-406 and 9-408 of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar AssetUCC). The PBI Payments are not subject to any law, rule or regulation which that would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the The related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Financed Fund Seller, TEP Resources or the Borrower, as applicable, had has full legal and equitable title to such rights, free and clear of all Liens except for Permitted any Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Paymentencumbrances. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best Knowledge of the knowledge of the ParentDepositor, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ ' rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer. With respect to any Tax Equity Fund, assignment and pledge as of the rights to the PBI Payments is not subject to related Transfer Date for such Tax Equity Fund and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.each Borrowing Base Calculation Date which includes a Solar Asset from such Tax Equity Fund:

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “"Performance Based Incentive Agreement”")) have been satisfied or approved, as applicable, and the PBI Obligor’s 's payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, not subject to offset for any reason. c. Copies of all PBI Documents and the Documents, including any Performance Based Incentive Agreement, if any, for PBI Payments are maintained by a Servicer on behalf of the related Financed Fund and copies thereof shall have been delivered to the Verification Agent as of Custodian in accordance with the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset)Custodial Agreement. d. To the extent the The rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without rights to enforce collection of the consent of PBI Payments under the related PBI ObligorDocuments are enforceable by the applicable [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Financed Fund (or if by an agent for such Financed Fund), and either any consent required in connection with such enforcement is not to be unreasonably withheld or notice to any Person is required the requirement for the grant of a security interest, such consent will have been obtained or notice will have been given as is not enforceable under applicable law (including, if applicable, Sections 9-406 and 9-408 of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar AssetUCC). The PBI Payments are not subject to any law, rule or regulation which that would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the The related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Financed Fund Seller, TEP Resources or the Borrower, as applicable, had has full legal and equitable title to such rights, free and clear of all Liens except for Permitted any Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Paymentencumbrances. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best Knowledge of the knowledge of the ParentDepositor, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ ' rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer. [***] = Certain information contained in this document, assignment marked by brackets, has been omitted because it is both not material and pledge would be competitively harmful if publicly disclosed. With respect to any Tax Equity Fund, as of the rights to the PBI Payments is not subject to related Transfer Date for such Tax Equity Fund and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.each Borrowing Base Calculation Date which includes a Solar Asset from such Tax Equity Fund:

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments performance based incentives (“PBI”) payments have been properly made made, or will be in the process of being made, in all material respects under applicable law, rules and regulations and the related PBI Obligor obligor is in the process of approving or has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligorobligor) for the payment of PBI Paymentspayments. Kronor Loan Agreement – Appendices Appendix 3 - 5 [***] 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. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All conditions to the payment of PBI Payments payments by the related PBI Obligor (including but not limited to obligor have been satisfied or approved or will be in the size process of being satisfied or approved, as applicable, and the PBI obligor’s payment obligation will be or is an absolute and unconditional obligation of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of PBI obligor that is not subject to offset for any reason. c. If final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements interconnection agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor obligor to pay the PBI Paymentspayments, to the Borrower’s Knowledge, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parentas applicable, the legal valid and binding payment obligation of the PBI Obligorobligor, enforceable against such PBI Obligor obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer. As of each Scheduled Payment Date, assignment and pledge of the rights with respect to the PBI Payments is not subject to and will not result each System in any taxeach Subject Fund, fee or governmental charge payable by the Borrower to any federalhereby makes the following representations (the “Ongoing Eligibility Representations”): the Eligibility Representations in paragraphs 2.a, state or local government2.b, except as paid2.c, 2.i, 3, 5, 9, 14, 15 and 16 above. Kronor Loan Agreement – Appendices Appendix 3 - 6 [***] 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. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Kronor Loan Agreement – Appendices Appendix 4 - 1 [***] 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.

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “"Performance Based Incentive Agreement”")) have been satisfied or approved, as applicable, and the PBI Obligor’s 's payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, not subject to offset for any reason. c. Copies of all PBI Documents and the Documents, including any Performance Based Incentive Agreement, if any, for PBI Payments are maintained by a Servicer on behalf of the related Financed Fund and copies thereof shall have been delivered to the Verification Agent as of Custodian in accordance with the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset)Custodial Agreement. d. To the extent the The rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without rights to enforce collection of the consent of PBI Payments under the related PBI ObligorDocuments are enforceable by the applicable Financed Fund (or by an agent for such Financed Fund), and either any consent required in connection with such enforcement is not to be unreasonably withheld or if consent or notice to any Person is required the requirement for the grant of a security interest, such consent will have been obtained or notice will have been given as is not enforceable under applicable law (including, if applicable, Sections 9-406 and 9-408 of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar AssetUCC). The PBI Payments are not subject to any law, rule or regulation which that would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment.The related e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best Knowledge of the knowledge of the ParentDepositor, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ ' rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transferII-1 [***] = Certain information contained in this document, assignment marked by brackets, has been omitted because it is both not material and pledge would be competitively harmful if publicly disclosed. Schedule II Tax Equity Representations (Transfer Date and each Borrowing Base Calculation Date) With respect to any Tax Equity Fund, as of the related Transfer Date for such Tax Equity Fund and each Borrowing Base Calculation Date which includes a Solar Asset from such Tax Equity Fund: 1. Managing Member as Special Purpose Bankruptcy Remote Vehicle. The related Managing Member (i) is a special purpose limited liability company that is disregarded for federal income tax purposes and has been duly formed in accordance with and, is in good standing under, the laws of its jurisdiction of formation, (ii) owns no assets other than (x) its Equity Interests in one Tax Equity Opco as set forth on Schedule XI of the Credit Agreement, (y) its contractual rights arising from the Project Documents related to such Tax Equity Structure and (z) related assets. The LLC Agreement for the PBI Payments related Managing Member (1) contains customary separateness covenants and (2) prohibits, without the prior written consent of its independent members or managers (x) the incurrence or assumption of indebtedness other than indebtedness incurred under or expressly permitted by the Operative Documents, (y) the consolidation, merger, disposition of assets other than pursuant to or as permitted by the Operative Documents or (z) the institution of any bankruptcy or insolvency proceedings in respect of the related Managing Member. 2. Borrower Sole Member of Related Managing Member; Managing Member Membership Interests. Other than any independent member, the Borrower is not subject the sole member of the related Managing Member and has good and valid legal and beneficial title to all of the membership interests (other than any membership interests of an independent member) issued thereby free and will not result in any tax, fee or governmental charge payable clear of all Liens other than Permitted Liens. All of such issued and outstanding membership interests have been duly authorized and validly issued and are owned of record and beneficially by the Borrower and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to such membership interests. There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any federalof the membership interests in the related Managing Member. 3. Managing Member Ownership of Tax Equity Opco; Tax Equity Opco Membership Interests. The related Managing Member has full legal and equitable title to all of the membership interests in the related Tax Equity Opco, state other than membership interests of a Tax Equity Investor, a Class C Member or local governmentan independent member. All of such issued and outstanding membership interests have been duly authorized and validly issued and are owned of record and beneficially by the Managing Member and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to such membership interests. Other than a Purchase Option or buy-out rights of the related Managing Member or the related Tax Equity Investor, except as paidthere are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in the related Tax Equity Opco (other than rights in connection with the exercise of remedies pursuant to a Transaction Document or a security interest in the Equity Interests of a Class C Member and/or its assets).

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments performance based incentives (“PBI”) payments have been properly made made, or will be or are in the process of being made, in all material Appendix 1 - 4 Shortfin Credit Agreement – Appendices [***] 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. respects under applicable law, rules and regulations and the related PBI Obligor obligor is in the process of approving or has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligorobligor) for the payment of PBI Paymentspayments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all All conditions to the payment of PBI Payments payments by the related PBI Obligor (including but not limited to obligor have been satisfied or approved or will be in the size process of being satisfied or approved, as applicable, and the PBI obligor’s payment obligation will be or is an absolute and unconditional obligation of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of PBI obligor that is not subject to offset for any reason. c. If final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements interconnection agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor obligor to pay the PBI Paymentspayments, to the Borrower’s Knowledge, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parentas applicable, the legal valid and binding payment obligation of the PBI Obligorobligor, enforceable against such PBI Obligor obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). Appendix 1 - 5 Shortfin Credit Agreement – Appendices [***] 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. f. 1. [***] [***] [***] [***] ·[***] [***] [***] [***] 2. [***] [***] [***] [***] ·[***] [***] [***] [***] 3. [***] [***] [***] [***] ·[***] [***] [***] [***] 4. [***] [***] [***] [***] ·[***] [***] [***] [***] 5. [***] [***] [***] [***] ·[***] [***] [***] [***] Appendix 2 - 1 Shortfin Credit Agreement – Appendices [***] Confidential treatment has been requested for the bracketed portions. The transfer, assignment confidential redacted portion has been omitted and pledge of filed separately with the rights to the PBI Payments is not subject to Securities and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paidExchange Commission.

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal 118556040.20118095118.53 Schedule I-6 and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parent, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer, assignment and pledge of the rights to the PBI Payments is not subject to and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parent, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer, assignment and pledge of the rights to the PBI Payments is not subject to and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parent, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer, assignment and pledge of the rights to the PBI Payments is not subject to and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.

PBI Payments. a. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all applications, forms and other filings required to be submitted in connection with the procurement of PBI Payments have been properly made in all material respects under applicable law, rules and regulations and the related PBI Obligor has provided a written reservation approval (which may be in the form of electronic mail from the related PBI Obligor) for the payment of PBI Payments. b. Except with respect to Substantial Stage Solar Assets and Final Stage Solar Assets, all conditions to the payment of PBI Payments by the related PBI Obligor (including but not limited to the size of the PV Systems, final site visits, provision of data, installation of metering, proof of project completion, production data and execution and delivery of final forms and related agreements (including all applications, forms and other filings and any written reservation approvals, Interconnection Agreements and REC purchase agreements, if required, each, a “Performance Based Incentive Agreement”)) have been satisfied or approved, as applicable, and the PBI Obligor’s payment obligation is an absolute and unconditional obligation of the PBI Obligor that is not, by the terms of the related Performance Based Incentive Agreement, subject to offset for any reason. c. Copies of all PBI Documents and the Performance Based Incentive Agreement, if any, for PBI Payments have been delivered to the Verification Agent as of the Original Closing Date (as to the Initial Solar Assets) or the related Transfer Date (as to any Additional Solar Asset). d. To the extent the rights to receive PBI Payments and the related Performance Based Incentive Agreement, if any, are not freely assignable without the consent of the related PBI Obligor, or if consent or notice to any Person is required for the grant of a security interest, such consent will have been obtained or notice will have been given as of the Original Closing Date (as to the Initial Solar Assets) or Schedule I-6 the related Transfer Date (as to any Additional Solar Asset). The PBI Payments are not subject to any law, rule or regulation which would make unlawful the sale, transfer, pledge or assignment of any rights to the PBI Payments within the regulations set forth with respect to such PBI Payments. Immediately prior to the transfer of the rights to the PBI Payments and the related Performance Based Incentive Agreement, if any, to a Financing Fund, the Borrower or SAP, Financing Fund Seller, TEP Resources or the Borrower, as applicable, had full legal and equitable title to such rights, free and clear of all Liens except for Permitted Liens and a Financing Fund or SAP, as applicable, acquired full legal and equitable title to such PBI Payments and the related Performance Based Incentive Agreement, free and clear of all Liens, except for Permitted Liens or Permitted Equity Liens. To the extent that notice is required, upon completion of the assignment of a Performance Based Incentive Agreement to a Financing Fund or SAP, as applicable, the Parent or an affiliate thereof delivered notice to the PBI Obligor indicating that such Financing Fund or SAP, as applicable, is the owner of the related PV System and the payee of the PBI Payment. e. If a Performance Based Incentive Agreement is required by the laws, rules or regulations governing the obligations of the PBI Obligor to pay the PBI Payments, such Performance Based Incentive Agreement is, or will be, to the best of the knowledge of the Parent, the legal valid and binding payment obligation of the PBI Obligor, enforceable against such PBI Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited by general principles of equity (whether considered at law or in equity). f. The transfer, assignment and pledge of the rights to the PBI Payments is not subject to and will not result in any tax, fee or governmental charge payable by the Borrower to any federal, state or local government, except as paid.