Common use of Portfolio Documents Clause in Contracts

Portfolio Documents. (a) No Relevant Party is party to any agreement or contract other than (i) the Transaction Documents to which it is a party, (ii) in the case of any Opco, any Excluded REC Contract entered into by it and (iii) any contract or agreement incidental or necessary to the operation of its business that does not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000. (b) All rights to receive the PBI Payments and the related PBI Documents in respect of the Eligible Projects have been assigned by the Sponsor to the applicable Opco and all conditions to payment by the PBI Obligor under such PBI Documents have been satisfied and such payments are not subject to any offset. Xcel Energy, Inc. meets the Credit Requirements. (c) Each Customer Agreement to which an Opco is a party is an Eligible Customer Agreement. (d) Each Customer Agreement and the origination thereof and the installation of the related Project, in each case, was in compliance in all material respects with applicable Law (including without limitation, all consumer leasing and protection Law) at the time such Customer Agreement was originated and executed and such Project was installed. (e) Each Eligible Customer Agreement requires the applicable Customer to maintain homeowner’s insurance for all damage to the property on which the related Project is installed, including damage caused by the Project or the installation or maintenance thereof (other than damage resulting from the gross negligence of the Manager). [***] 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) Other than, solely in respect of Projects acquired by the Opcos prior to the Closing Date, no greater than [***]% of Customers who do not have a FICO® Score or were approved as exceptions to the credit policy of the Sponsor, (i) the Customers party to the Eligible Customer Agreements owned by any individual Subsidiary had a minimum FICO® Score of at least [***] from a nationally-recognized consumer rating agency and (ii) the average FICO® Score of all Customers party to a Customer Agreement with any individual Opco is no less than [***] from nationally-recognized consumer rating agencies, in each case, based on a FICO® Score obtained as of the time each Customer’s credit score in respect of an Eligible Project was obtained by the applicable Relevant Party in connection with the Eligible Customer Agreement being entered into by, or assigned to, the current Customer. (g) Except as set forth on Schedule 6.23(g), all Portfolio Documents when provided to Administrative Agent (in each case, including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters) are (or will be when provided) true, correct and complete copies of such Portfolio Documents, and as of the Closing Date, each Portfolio Document (i) has been duly executed and delivered by Sponsor and each Relevant Party thereto (as applicable) and, to the Knowledge of Borrower and the Subsidiaries, the other parties thereto, (ii) is in full force and effect and is enforceable against each Sponsor and each Relevant Party (as applicable) and, to the Knowledge of Borrower and the Subsidiaries, each other party thereto as of such date, (iii) neither the Sponsor nor any Relevant Party or, to the Knowledge of Borrower and each Subsidiary, no other party to such document is or, but for the passage of time or giving of notice or both, would be in breach of any material obligation thereunder, except solely with respect to the Project Documents, where such breach (itself or when coupled with other breaches under such Project Documents) could not reasonably be expected to have a Material Adverse Effect, (iv) has no event of force majeure existing thereunder except solely with respect to the Project Documents, where such event of force majeure (itself or when coupled with other events of force majeure under such Project Documents) could not reasonably be expected to have a Material Adverse Effect and (v) all conditions precedent to the effectiveness of such documents have been satisfied or waived in writing. (h) Borrower maintains in its or the relevant Relevant Party’s books and records a copy of all documentation ancillary to the Customer Agreements, including, with respect to each completed Project: (i) a copy of or access to all of such Project’s manufacturer, installer or other warranties; (ii) copies of all PBI Documents and completed and submitted documentation in respect of rebates, if applicable, including the applicable confirmation letters; (iii) a copy of the Project’s completed inspection certificate issued by the applicable Governmental Authority; (iv) evidence of permission to operate from the applicable local utility; and (v) evidence that the installer of such Project has been paid in full. (i) The insurance described in Section 7.13 satisfies all insurance requirements set forth in the Portfolio Documents. (j) Each Eligible Project is comprised of panels from an Approved Manufacturer. [***] 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. (k) The Sponsor and Relevant Parties have taken all action in accordance with Prudent Industry Practices to ensure that the manufacturer warranties relating to an Eligible Project are in full force and effect and can be enforced by the applicable Opco and, to the Knowledge of the Borrower and except to the extent the applicable manufacturer is no longer honoring its warranties generally, all manufacturer warranties are in full force and effect. (l) In respect of each Eligible Project with respect to which a Customer Agreement was prepared for execution on and from January 6, 2014, a fixture filing has been recorded against each Customer and the applicable property in respect of such Eligible Project in the filing office designated by Section 9-501 of the applicable Uniform Commercial Code (as adopted in the applicable jurisdiction of installation) prior to, or within, the period required under Section 2-A-309 of the applicable Uniform Commercial Code in order to perfect a first priority security interest following the delivery of any photovoltaic system components to a site for installation. (m) In respect of each Eligible Project in California with respect to which a Customer Agreement has been entered into, a filing in respect of such Eligible Project (pursuant to and in compliance with Cal. Pub. Util. Code §§ 2868-2869) was made in the applicable local filing office where the Eligible Project is located. (n) Each Eligible Project is located in a Project State listed in Schedule 6.23(n). (o) With respect to each Tax Equity Opco, each of the Tax Equity Opco Representations is true, complete and correct. (p) With respect to each Wholly Owned OpCo, each of the Wholly Owned Opco Representations is true, complete and correct.

Portfolio Documents. (a) No Relevant Party is party to any agreement or contract other than (i) the Transaction Documents to which it is a party, (ii) in the case of any Opco, any Excluded REC Contract entered into by it and (iii) any contract or agreement incidental or necessary to the operation of its business that does not allocate material risk to any Relevant Party and have has a term of less than one year or that has a value over its term not exceeding $100,000. (b) All rights to receive the PBI Payments and the related PBI Documents in respect of the Eligible Projects have been assigned by the Sponsor to the applicable Opco and all conditions to payment by the PBI Obligor under such PBI Documents have been satisfied and such payments are not subject to any offset. Xcel Energy, Inc. meets [***] Confidential treatment has been requested for the Credit Requirementsbracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) Each Customer Agreement to which an Opco or an Inverted Lease Tenant is a party is an Eligible Customer Agreement. (d) Each Customer Agreement and the origination thereof and the installation of the related Project, in each case, was in compliance in all material respects with applicable Law (including without limitation, all consumer leasing and protection Law) at the time such Customer Agreement was originated and executed and such Project was installed. (e) Each Eligible Customer Agreement requires the applicable Customer to maintain homeowner’s insurance for all damage to the property on which the related Project is installed, including damage caused by the Project or the installation or maintenance thereof (other than damage resulting from the gross negligence of the Manager). [***] 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) Other than, solely in respect of Projects acquired by the Opcos prior to the Closing Date, no greater than [***]% of Customers who do not have a FICO® Score or were approved as exceptions to the credit policy of the Sponsor, (i) the Customers party to the Eligible Customer Agreements owned by any individual Subsidiary had a minimum FICO® Score of at least [***] from a nationally-recognized consumer rating agency and (ii) the average FICO® Score of all Customers party to a Customer Agreement with any individual Opco is no less than [***] from nationally-recognized consumer rating agencies, in each case, based on a FICO® Score obtained as of the time each Customer’s credit score in respect of an Eligible Project was obtained by the applicable Relevant Party in connection with the Eligible Customer Agreement being entered into by, or assigned to, the current Customer. (g) Except as set forth on Schedule 6.23(g5.23(f), all Portfolio Documents when provided to Administrative Agent (in each case, including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters) are (or will be when provided) true, correct and complete copies of such Portfolio Documents, and as of the Closing DateDate or any other date when additional Portfolio Documents are provided to the Administrative Agent hereunder, each Portfolio Document (i) has been duly executed and delivered by Sponsor and each Relevant Party thereto (as applicable) and, to the Knowledge of Borrower and the Subsidiaries, the other parties thereto, (ii) is in full force and effect and is enforceable against each the Sponsor and each Relevant Party (as applicable) and, to the Knowledge of Borrower and the Subsidiaries, each other party thereto as of such date, (iii) neither the Sponsor nor any Relevant Party or, to the Knowledge of Borrower and each Subsidiary, no other party to such document is or, but for the passage of time or giving of notice or both, would be in breach of any material obligation thereunder, except solely with respect to the Project Documents, where such breach (itself or when coupled with other breaches under such Project Documents) could not reasonably be expected to have a Material Adverse Effect, (iv) has no event of force majeure existing thereunder except solely with respect to the Project Documents, where such event of force majeure (itself or when coupled with other events of force majeure under such Project Documents) could not reasonably be expected to have a Material Adverse Effect and (v) all conditions precedent to the effectiveness of such documents have been satisfied or waived in writing. (hg) Borrower maintains in its or the relevant Relevant Party’s 's books and records a copy of all documentation ancillary to the Customer Agreements, including, with respect to each completed Project: (i) a copy of or access to all of such Project’s 's manufacturer, installer or other warranties; (ii) copies of all PBI Documents and completed and submitted documentation in respect of rebates, if applicable, including the applicable confirmation letters; (iii) a copy of the Project’s 's completed inspection certificate issued by the applicable Governmental Authority; (iv) evidence of permission to operate from the applicable local utility; and (v) evidence that the installer of such Project has been paid in full. (i) The insurance described in Section 7.13 satisfies all insurance requirements set forth in the Portfolio Documents. (j) Each Eligible Project is comprised of panels from an Approved Manufacturer. [***] 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. (kh) The insurance described in Section 6.13 satisfies all insurance requirements set forth in the Portfolio Documents. (i) Each Eligible Project (i) is comprised of panels, inverters and batteries from Approved Manufacturers and (ii) has been, or is being, installed by a Qualified Installer. (j) The Sponsor and Relevant Parties have taken all action in accordance with Prudent Industry Practices to ensure that the manufacturer warranties relating to an Eligible Project are in full force and effect and can be enforced by the applicable Opco and, to the Knowledge of the Borrower and except to the extent the applicable manufacturer is no longer honoring its warranties generally, all manufacturer warranties are in full force and effect. (lk) In respect of each Eligible Project in a Project State (other than, provided that a Qualifying California Code remains in effect in the State of California, any Eligible Project located in the State of California) with respect to which a Customer Agreement was prepared for execution on and from January 6, 2014, a fixture filing has been recorded against each Customer and the applicable property in respect of such Eligible Project in the filing office designated by Section 9-501 of the applicable Uniform Commercial Code (as adopted in the applicable jurisdiction of installation) prior to, or within, the period required under Section 2-A-309 of the applicable Uniform Commercial Code in order to perfect a first priority security interest following the delivery of any photovoltaic system components to a site for installation; provided, that notwithstanding the foregoing, if the Customer Agreement related to an Eligible Project located in the State of California is terminated, the Borrower shall file or cause to be filed a fixture filing against the related Customer and the applicable property in respect of such Project in the filing office designated by Section 9-501 of the applicable Uniform Commercial Code (as adopted in the applicable jurisdiction of installation). (ml) In respect of each Eligible Project in California with respect to which a Customer Agreement has been entered into, a filing in respect of such Eligible Project (pursuant to and in compliance with Cal. Pub. Util. Code §§ 2868-2869a Qualifying California Code) was made in the applicable local filing office where the Eligible Project is located. (nm) Each Eligible Project is located in a Project State listed in Schedule 6.23(n)State. (o) With respect to each Tax Equity Opco, each of the Tax Equity Opco Representations is true, complete and correct. (p) With respect to each Wholly Owned OpCo, each of the Wholly Owned Opco Representations is true, complete and correct.

Portfolio Documents. (a) No Relevant Party (other than the Pledgor) is party to any agreement or contract other than (i) the Transaction Documents to which it is a party, (ii) in the case of any Opco, any Excluded REC Contract entered into by it and (iii) any contract or agreement incidental or necessary to the operation of its business that does not allocate material risk to any such Relevant Party and have has a term of less than one year or that has a value over its term not exceeding $100,000. (b) All rights to receive the PBI Payments and the related PBI Documents in respect of the Eligible Projects have been assigned by the Sponsor to the applicable Opco and all conditions to payment by the PBI Obligor under such PBI Documents have been satisfied and such payments are not subject to any offset. Xcel Energy, Inc. meets the Credit Requirements. (c) Each Customer Agreement to which an Opco is a party is an Eligible Customer Agreement. (d) Each Customer Agreement and the origination thereof and the installation of the related Project, in each case, was in compliance in all material respects with applicable Law (including without limitation, all consumer leasing and protection Law) at the time such Customer Agreement was originated and executed and such Project was installed. (e) Each Eligible Customer Agreement requires the applicable Customer to maintain homeowner’s insurance for all damage to the property on which the related Project is installed, including damage caused by the Project or the installation or maintenance thereof (other than damage resulting from the gross negligence of the Manager). [***] 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) Other than, solely in respect of Projects acquired by the Opcos prior to the Closing Date, no greater than [***]% of Customers who do not have a FICO® Score or were approved as exceptions to the credit policy of the Sponsor, (i) the Customers party to the Eligible Customer Agreements owned by any individual Subsidiary had a minimum FICO® Score of at least [***] from a nationally-recognized consumer rating agency and (ii) the average FICO® Score of all Customers party to a Customer Agreement with any individual Opco is no less than [***] from nationally-recognized consumer rating agencies, in each case, based on a FICO® Score obtained as of the time each Customer’s credit score in respect of an Eligible Project was obtained by the applicable Relevant Party in connection with the Eligible Customer Agreement being entered into by, or assigned to, the current Customer. (g) Except as set forth on Schedule 6.23(g5.23(f), all Portfolio Documents when provided to the Administrative Agent (in each case, including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters) are (or will be when provided) true, correct and complete copies of such Portfolio Documents, and as of the Closing DateDate or any other date when additional Portfolio Documents are provided to the Administrative [***] 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. Agent hereunder, each Portfolio Document (i) has been duly executed and delivered by the Sponsor and each Relevant Party thereto (as applicable) and, to the Knowledge of the Borrower and the Subsidiaries, the other parties thereto, (ii) is in full force and effect and is enforceable against each the Sponsor and each Relevant Party (as applicable) and, to the Knowledge of Borrower and the Subsidiaries, each other party thereto as of such date, (iii) neither the Sponsor nor any Relevant Party or, to the Knowledge of the Borrower and each Subsidiary, no other party to such document is or, but for the passage of time or giving of notice or both, would be in breach of any material obligation thereunder, except solely with respect to the Project Documents, where such breach (itself or when coupled with other breaches under such Project Documents) could not reasonably be expected to have a Material Adverse Effect, (iv) has no event of force majeure existing thereunder except solely with respect to the Project Documents, where such event of force majeure (itself or when coupled with other events of force majeure under such Project Documents) could not reasonably be expected to have a Material Adverse Effect and (v) all conditions precedent to the effectiveness of such documents have been satisfied or waived in writing. (hg) The Borrower maintains in its or the relevant Relevant Party’s books and records a copy of all documentation ancillary to the Customer Agreements, including, with respect to each completed Project: (i) a copy of or access to all of such Project’s 's manufacturer, installer or other warranties; (ii) copies of all PBI Documents and completed and submitted documentation in respect of rebates, if applicable, including the applicable confirmation letters; (iii) a copy of the Project’s 's completed inspection certificate issued by the applicable Governmental Authority; (iv) evidence of permission to operate from the applicable local utility; and (v) evidence that the installer of such Project has been paid in full. (ih) The insurance described in Section 7.13 6.13 satisfies all insurance requirements set forth in the Portfolio Documents. (ji) Each Eligible Project (i) is comprised of panels panels, inverters and batteries from an Approved Manufacturer. [***] Confidential treatment Manufacturers and (ii) has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commissionbeen, or is being, installed by a Qualified Installer. (kj) The Sponsor and Relevant Parties have taken all action in accordance with Prudent Industry Practices to ensure that the manufacturer warranties relating to an Eligible Project are in full force and effect and can be enforced by the applicable Opco and, to the Knowledge of the Borrower and except to the extent the applicable manufacturer is no longer honoring its warranties generally, all manufacturer warranties are in full force and effect. (lk) In respect of each Eligible Project with respect to which a Customer Agreement was prepared for execution on and from January 6, 2014, a fixture filing has been recorded against each Customer and the applicable property in respect of such Eligible Project in the filing office designated by Section 9-501 of the applicable Uniform Commercial Code (as adopted in the applicable jurisdiction of installation) prior to, or within, the period required under Section 2-A-309 of the applicable Uniform Commercial Code in order to perfect a first priority security interest following the delivery of any photovoltaic system components to a site for installation. (ml) In respect of each Eligible Project in California with respect to which a Customer Agreement has been entered into, a filing in respect of such Eligible Project (pursuant to [***] 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. and in compliance with Cal. Pub. Util. Code §§ 2868-2869) was made in the applicable local filing office where the Eligible Project is located. (nm) Each Eligible Project is located in a Project State listed in Schedule 6.23(n)State. (o) With respect to each Tax Equity Opco, each of the Tax Equity Opco Representations is true, complete and correct. (p) With respect to each Wholly Owned OpCo, each of the Wholly Owned Opco Representations is true, complete and correct.