Common use of Portfolio Reports; Financial Statements Clause in Contracts

Portfolio Reports; Financial Statements. Deliver to each Lender: (a) No later than ten (10) days following the date of delivery of such reports, any performance, financial or status reports, including any Portfolio Report, delivered or required to be delivered to each Investor under the Project Documents. (b) Within thirty (30) days of the end of each fiscal quarter, to the extent not included in the reports delivered pursuant to Section 5.3(a), a report in the form attached as Exhibit I, which shall include (i) reporting on an aggregate basis across all Projects of actual production data against budgeted production data, (ii) details accounts receivable aging taken directly from the source system including that maintained by any third party servicer, (iii) a zip code for each Project and (iv) the estimated first-year energy generation data for each Project for the year commencing on the date such Project was granted permission to operate. (c) As soon as available but no later than sixty (60) days after the close of each quarterly fiscal period, quarterly (and year-to-date) unaudited financial statements of the Borrower prepared in accordance with GAAP and certified by the chief financial officer of the Borrower as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior year, to the extent available; provided, that no quarterly financial statements shall be due with respect to the fourth quarter of the fiscal year; provided, further, that no quarterly financial statements of the Borrower shall be due with respect to the third quarter of 2018. (d) As soon as available but no later than one hundred fifty (150) days after the close of each applicable fiscal year, the audited financial statements, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior year, to the extent available, of the Borrower, as certified by Deloitte Touche Tohmatsu, Ernst & Young, KPMG International or PricewaterhouseCoopers, or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the Lenders. (e) Concurrently with any delivery of a Draft Withdrawal/Transfer Certificate (as defined in the CADA) which specifies a distribution to be made to Borrower Member in accordance with Section 3.3(d) or Section 3.3(e) of the CADA or otherwise on each Scheduled Payment Date, a certificate signed by an authorized Responsible Officer of the Borrower (i) certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to take with respect thereto and (ii) setting forth the Cash Flow Coverage Ratio as of the most recent Quarterly Date, including computations in reasonable detail satisfactory to the Lenders demonstrating such Cash Flow Coverage Ratio. (f) Within three (3) Business Days after each Quarterly Date, a Cash Flow Coverage Ratio Certificate in respect of such Quarterly Date.

Portfolio Reports; Financial Statements. Deliver to the Administrative Agent (or cause to be delivered to the Administrative Agent) for further distribution to each Lender: (a) No (i) as soon as made available by Lessee to Lessor, copies of the Portfolio Report delivered to the Lessee under the Maintenance Services Agreement, and (ii) if any Funded Project is no longer subject to the Master Lease, then no later than ten (10) days following the date of delivery of such reports, any performance, financial or status reports, including any Portfolio Report, delivered or required to be delivered to each Investor under the Project Documents. (b) Within thirty (30) days of after the end close of each quarterly fiscal quarter, to the extent not included in the reports delivered pursuant to Section 5.3(a)period, a report in respect of such Funded Project with substantially the form attached same type of information as Exhibit I, which shall include (i) reporting on an aggregate basis across all Projects of actual production data against budgeted production data, (ii) details accounts receivable aging taken directly from the source system including that maintained by any third party servicer, (iii) would be included in a zip code Portfolio Report for each Project and (iv) the estimated first-year energy generation data for each Project for the year commencing on the date such Project was granted permission to operate.Funded Project; (cb) As as soon as available but no later than sixty forty-five (6045) days after the close of each quarterly fiscal period, quarterly (and year-to-date) unaudited consolidated financial statements of the Borrower and prepared in accordance with GAAP and certified by the chief financial officer of the Borrower as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior yearprevious dates and periods, to the extent available; provided, that no quarterly financial statements shall be due [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with respect to the fourth quarter of the fiscal year; provided, further, that no quarterly financial statements of the Borrower shall be due with respect to the third quarter of 2018Securities and Exchange Commission. (dc) As as soon as available but no later than one hundred fifty and twenty (150120) days after the close of each applicable fiscal year, (A) audited consolidated financial statements of Borrower and (B) consolidating financial statements of Borrower as of the audited financial statements, end of such fiscal year including a balance sheet and the related statement of income, stockholders’ or member’s members’ equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior previous fiscal year, to the extent available; in each case prepared in accordance with GAAP and, in the case of the Borrowersubclause (A), as certified by Deloitte Touche Tohmatsu, Ernst Novogradac & Young, KPMG International or PricewaterhouseCoopers, Company LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the Lenders.Administrative Agent, such certificate not to be qualified, or limited, because of restricted or limited examination by such accountant of any material portion of the records of Borrower; and (ed) Concurrently concurrently with any delivery of a Draft Withdrawal/Transfer Certificate the financial statements described in clauses (as defined in the CADA) which specifies a distribution to be made to Borrower Member in accordance with Section 3.3(db) or Section 3.3(e(c) of the CADA or otherwise on each Scheduled Payment Dateabove, a certificate signed by an authorized Responsible Officer of the Borrower (i) certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to take with respect thereto and (ii) setting forth the Cash Flow Coverage Ratio as of the most recent Quarterly Date, including computations in reasonable detail satisfactory to the Lenders Administrative Agent demonstrating such Cash Flow Coverage Ratiocompliance with Section 6.1. (f) Within three (3) Business Days after each Quarterly Date, a Cash Flow Coverage Ratio Certificate in respect of such Quarterly Date.

Portfolio Reports; Financial Statements. Deliver to each Lender: (a) No later than ten (10) days following the date of delivery of such reports, any performance, financial or status reports, including any Portfolio Report, delivered or required to be delivered to each Investor under the Project Documents. (b) Within thirty (30) days of the end of each fiscal quarter, to the extent not included in the reports delivered pursuant to Section 5.3(a), a report in the form attached as Exhibit I, which shall include (i) reporting on an aggregate basis across all Projects of (x) actual production data against budgeted production data, (y) actual Customer Payments, Operating Expenses and Net Cash Flow received against projected Customer Payments, projected Operating Expenses and projected Net Cash Flow reflected in the applicable Advance Model, (ii) (x) details on accounts receivable aging taken directly from the source system including that maintained by any third party servicer, (y) Customer defaults occurring during such quarterly reporting period, cumulative Customer defaults and calculation of PRRE Percentage with a comparison to the applicable PRRE Threshold, (iii) a zip code for each Project and (iv) the estimated first-year energy generation data for each Project for the year commencing on the date such Project was granted permission to operate. (c) As soon as available but no later than sixty (60) days after the close of each quarterly fiscal period, quarterly (and year-to-date) unaudited financial statements of the Borrower prepared in accordance with GAAP and certified by the chief financial officer of the Borrower as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior year, to the extent available; provided, that no quarterly financial statements shall be due with respect to the fourth quarter of the fiscal year; provided, further, that no quarterly financial statements of the Borrower shall be due with respect to the third quarter of 2018. (d) As soon as available but no later than one hundred fifty (150) days after the close of each applicable fiscal year, the audited financial statements, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior year, to the extent available, of the Borrower, as certified by Deloitte Touche Tohmatsu, Ernst & Young, KPMG International or PricewaterhouseCoopers, or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the Lenders. (e) Concurrently with any delivery of a Draft Withdrawal/Transfer Certificate (as defined in the CADA) which specifies a distribution to be made to Borrower Member in accordance with Section 3.3(d) or Section 3.3(e) of the CADA or otherwise on each Scheduled Payment Date, a certificate signed by an authorized Responsible Officer of the Borrower (i) certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to take with respect thereto and (ii) setting forth the Cash Flow Coverage Ratio as of the most recent Quarterly Date, including computations in reasonable detail satisfactory to the Lenders demonstrating such Cash Flow Coverage Ratio. (f) Within three (3) Business Days after each Quarterly Date, a Cash Flow Coverage Ratio Certificate in respect of such Quarterly Date.

Portfolio Reports; Financial Statements. Deliver to the Administrative Agent (or cause to be delivered to the Administrative Agent) for further distribution to each Lender: (a) No later than ten (10) days following the date of delivery of such reports, for each Subject Fund, any performance, financial or status reports, including any Portfolio Report, delivered or required to be delivered to each Investor under the a Subject Fund’s Project Documents.. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (b) Within thirty (30) days of the end of each fiscal quarter, to the extent not included in the reports delivered pursuant to Section 5.3(a), a report in for each Subject Fund, each of the form attached as Exhibit I, which shall include following: (i) reporting on an aggregate basis across all Projects of actual production data against budgeted production data, (ii) details detailed accounts receivable aging taken directly from the source system including that maintained by any third party servicer, ; (ii) financing deployment status by Subject Fund; (iii) a zip code for each Project aggregated portfolio profile by credit composition, market composition and customer location; (iv) the estimated first-year energy generation data cumulative amount of billed Customer Payments delinquent for 120 days or more with respect to each Project for Subject Fund; (v) a summary and commentary with respect to the year commencing on status of Customer Agreements that are greater than 120 days past due, to the date such Project was granted permission extent not provided elsewhere within any other item delivered pursuant to operateSection 5.3(a); and (vi) a list of Defaulted Systems. (c) No later than ten (10) Business Days following the date of delivery to any Investor, duplicate copies of any annual reporting package required to be delivered to any Investor with respect to a Subject Fund pursuant to the Subject Fund’s Project Documents. (d) As soon as available but no later than sixty (60) days after the close of each quarterly fiscal period, quarterly (and year-to-date) unaudited consolidated financial statements of the (A) the Borrower and (B) Vivint Solar Parent (if such financial statements are not otherwise publicly available) and (C) each Subject Fund, in each case prepared by the issuing entity in accordance with GAAP and certified by the chief financial officer of the Borrower issuing entity as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior year, to the extent available; provided, that no quarterly financial statements shall be due with respect to the fourth quarter of the fiscal year; provided, further, that no quarterly financial statements of the Borrower shall be due with respect to the third quarter of 20182014. (de) As soon as available but no later than one hundred fifty (150) days after the close of each applicable fiscal year, the audited financial statements, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior year, to the extent available, of (A) the Borrower, as certified by Deloitte Touche Tohmatsu, Ernst & Young, KPMG International or PricewaterhouseCoopers, Young LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the LendersAdministrative Agent, (B) Vivint Solar Parent (if such financial statements are not otherwise publicly available as of such date), and as certified by a nationally-recognized independent certified public accountant, as certified by Ernst & Young LLP or another nationally-recognized *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission independent certified public accountant selected by Borrower and reasonably acceptable to the Administrative Agent and (C) each Subject Fund, as certified by Ernst & Young LLP or another nationally-recognized independent certified public accountant selected by the applicable Subject Fund pursuant to its operating agreement; provided, the accountant certifications accompanying such audited financial statements shall not be qualified, or limited because of restricted or limited examination by such accountant of any material portion of the records of any entity. Such audited financial statements shall be certified by the chief financial officer of the issuing entity as of the end of such period. (ef) Concurrently with any delivery of a Draft Withdrawal/Transfer Certificate (as defined in the CADA) which specifies a distribution to be made to Borrower Member in accordance with Section 3.3(d) or Section 3.3(e) of the CADA or otherwise on each Scheduled Payment Date, a certificate signed by an authorized Responsible Officer of the Borrower (i) certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to take with respect thereto and (ii) setting forth whether or not Borrower was in compliance with the Cash Flow Coverage Ratio requirements of Section 6.1 as of the most recent Quarterly Dateend of the applicable quarter, including computations in reasonable detail satisfactory to the Lenders Administrative Agent demonstrating such Cash Flow Coverage Ratiocompliance. (fg) Within three Documents required to be delivered pursuant to Section 5.3(d) or (3e) Business Days after (to the extent any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Vivint Solar Parent posts such documents, or provides a link thereto on Vivint Solar Parent’s website on the Internet at the following website address: xxx.xxxxxxxxxxx.xxx; or (ii) on which such documents are posted on Vivint Solar Parent’s behalf on an Internet or intranet website, if any, to which each Quarterly DateLender and Administrative Agent have access (whether a commercial, a Cash Flow Coverage Ratio Certificate in respect third-party website or whether sponsored by Administrative Agent); provided that: (i) Borrower shall deliver paper copies of such Quarterly Datedocuments to Administrative Agent on behalf of any Lender that reasonably requests delivery of such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (ii) Borrower shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining copies of such documents.

Portfolio Reports; Financial Statements. Deliver to the Administrative Agent (or cause to be delivered to the Administrative Agent) for further distribution to each Lender: (a) No later than ten (10) days following the date of delivery of such reports, for each Subject Fund, any performance, financial or status reports, including any Portfolio Report, delivered or required to be delivered to each Investor under the a Subject Fund’s Project Documents. (b) Within thirty (30) days of the end of each fiscal quarter, to the extent not included in the reports delivered pursuant to Section 5.3(a), a report in for each Subject Fund, each of the form attached as Exhibit I, which shall include following: (i) reporting on an aggregate basis across all Projects of actual production data against budgeted production data, (ii) details detailed accounts receivable aging taken directly from the source system including that maintained by any third party servicer, ; (ii) financing deployment status by Subject Fund; (iii) a zip code for each Project aggregated portfolio profile by credit composition, market composition and customer location; (iv) the estimated firstcumulative amount of billed Customer Payments delinquent for 120 days or more with respect to each Subject Fund; (v) a summary and commentary with respect to the status of Customer Agreements that are greater than 120 days past due, to the extent not provided elsewhere within any other item delivered pursuant to Section 5.3(a); [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (vi) a list of Inspected-year energy generation data for each Project for the year commencing on the date such Project was granted permission to operateOnly Systems; and (vii) a list of Defaulted Systems. (c) No later than ten (10) Business Days following the date of delivery to any Investor, duplicate copies of any annual reporting package required to be delivered to any Investor with respect to a Subject Fund pursuant to the Subject Fund’s Project Documents. (d) As soon as available but no later than sixty (60) days after the close of each quarterly fiscal period, quarterly (and year-to-date) unaudited consolidated financial statements of (A) the Borrower and (B) Vivint Solar Parent (if such financial statements are not otherwise publicly available) and (C) each Subject Fund, in each case prepared by the issuing entity in accordance with GAAP and certified by the chief financial officer of the Borrower issuing entity as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior year, to the extent available; provided, that no quarterly financial statements shall be due with respect to the fourth quarter of the fiscal year; provided, further, that no quarterly financial statements of the Borrower shall be due with respect to the third quarter of 20182014. (de) As soon as available but no later than one hundred fifty (150) days after the close of each applicable fiscal year, the audited financial statements, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior year, to the extent available, of (A) the Borrower, as certified by Deloitte Touche Tohmatsu, Ernst & Young, KPMG International or PricewaterhouseCoopers, Young LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the LendersAdministrative Agent, (B) Vivint Solar Parent (if such financial statements are not otherwise publicly available as of such date), and as certified by a nationally-recognized independent certified public accountant, as certified by Ernst & Young LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the Administrative Agent and (C) each Subject Fund, as certified by Ernst & Young LLP or another nationally-recognized independent certified public accountant selected by the applicable Subject Fund pursuant to its operating agreement; provided, the accountant certifications accompanying such audited financial statements shall not be qualified, or limited because of restricted or limited examination by such accountant of any material portion of the records of any entity. Such audited financial statements shall be certified by the chief financial officer of the issuing entity as of the end of such period. (ef) Concurrently with any delivery of a Draft Withdrawal/Transfer Certificate (as defined in the CADA) which specifies a distribution to be made to Borrower Member in accordance with Section 3.3(d) or Section 3.3(e) of the CADA or otherwise on each Scheduled Payment Date, a certificate signed by an authorized Responsible Officer of the Borrower (i) certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. take with respect thereto and (ii) setting forth whether or not Borrower was in compliance with the Cash Flow Coverage Ratio requirements of Section 6.1 as of the most recent Quarterly Dateend of the applicable quarter, including computations in reasonable detail satisfactory to the Lenders Administrative Agent demonstrating such Cash Flow Coverage Ratiocompliance. (fg) Within three Documents required to be delivered pursuant to Section 5.3(d) or (3e) Business Days after (to the extent any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Vivint Solar Parent posts such documents, or provides a link thereto on Vivint Solar Parent’s website on the Internet at the following website address: xxx.xxxxxxxxxxx.xxx; or (ii) on which such documents are posted on Vivint Solar Parent’s behalf on an Internet or intranet website, if any, to which each Quarterly DateLender and Administrative Agent have access (whether a commercial, a Cash Flow Coverage Ratio Certificate in respect third-party website or whether sponsored by Administrative Agent); provided that: (i) Borrower shall deliver paper copies of such Quarterly Datedocuments to Administrative Agent on behalf of any Lender that reasonably requests delivery of such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (ii) Borrower shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining copies of such documents.

Portfolio Reports; Financial Statements. Deliver to the Administrative Agent (or cause to be delivered to the Administrative Agent) for further distribution to each Lender: (a) No (i) as soon as made available by Lessee to Lessor, copies of the Portfolio Report delivered to the Lessee under the Maintenance Services Agreement, and (ii) if any Funded Project is no longer subject to the Master Lease, then no later than ten (10) days following the date of delivery of such reports, any performance, financial or status reports, including any Portfolio Report, delivered or required to be delivered to each Investor under the Project Documents. (b) Within thirty (30) days of the end of each fiscal quarter, to the extent not included in the reports delivered pursuant to Section 5.3(a), a report in the form attached as Exhibit I, which shall include (i) reporting on an aggregate basis across all Projects of actual production data against budgeted production data, (ii) details accounts receivable aging taken directly from the source system including that maintained by any third party servicer, (iii) a zip code for each Project and (iv) the estimated first-year energy generation data for each Project for the year commencing on the date such Project was granted permission to operate. (c) As soon as available but no later than sixty (60) days after the close of each quarterly fiscal period, a report in respect of such Funded Project with substantially the same type of information as would be included in a Portfolio Report for such Funded Project; (b) as soon as available but no later than forty-five (45) days after the close of each quarterly fiscal period, (i) quarterly (and year-to-date) unaudited consolidated financial statements of the Borrower and prepared in accordance with GAAP and certified by the chief financial officer of the Borrower as of the end of such period, including a balance sheet and the related statement of income, stockholders’ or member’s equity and cash flows, in each case setting forth comparative figures for the corresponding periods from the prior yearprevious dates and periods, to the extent available; providedavailable (for avoidance of doubt, that no quarterly financial financing statements shall be due with respect to the fourth quarter of the fiscal year; provided) and (ii) to the extent not publicly available, further, that no quarterly (and year-to-date) unaudited consolidated financial statements of SolarCity prepared by SolarCity as of the Borrower shall be due with respect to end of such period, certified by the third quarter chief financial officer of 2018.SolarCity as of the end of such period; (dc) As as soon as available but no later than one hundred fifty and twenty (150120) days after the close of each applicable fiscal year, (i) (A) audited consolidated financial statements of Borrower Trapper Loan Agreement [***] Confidential treatment has been requested for the audited bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and (B) consolidating financial statements, statements of Borrower as of the end of such fiscal year including a balance sheet and the related statement of income, stockholders’ or member’s members’ equity and cash flows, and any footnotes thereto, in each case setting forth comparative figures for the prior previous fiscal year, to the extent available, ; in each case prepared in accordance with GAAP and certified by the chief financial officer of the BorrowerBorrower as of the end of such period, as and in the case of subclause (A), certified by Deloitte Touche Tohmatsu, Ernst Novogradac & Young, KPMG International or PricewaterhouseCoopers, Company LLP or another nationally-recognized independent certified public accountant selected by Borrower and reasonably acceptable to the LendersAdministrative Agent, such certificate not to be qualified, or limited, because of restricted or limited examination by such accountant of any material portion of the records of Borrower; and (ii) to the extent not publicly available, audited consolidated financial statements of SolarCity as of the end of such fiscal year, prepared in accordance to GAAP and certified by the chief financial officer of SolarCity as of the end of such period. (ed) Concurrently concurrently with any delivery of a Draft Withdrawal/Transfer Certificate the financial statements described in clauses (as defined in the CADA) which specifies a distribution to be made to Borrower Member in accordance with Section 3.3(db) or Section 3.3(e(c) of the CADA or otherwise on each Scheduled Payment Dateabove, a certificate signed by an authorized Responsible Officer of the Borrower (i) certifying that such Responsible Officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that, to the knowledge of such Responsible Officer, no Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower has taken or proposes to take with respect thereto and (ii) setting forth the Cash Flow Coverage Ratio as of the most recent Quarterly Date, including computations in reasonable detail satisfactory to the Lenders Administrative Agent demonstrating compliance with Section 6.1 and, if applicable, certifying that such Cash Flow Coverage RatioResponsible Officer has reviewed such quarterly unaudited consolidated financial statements of Borrower. (f) Within three (3) Business Days after each Quarterly Date, a Cash Flow Coverage Ratio Certificate in respect of such Quarterly Date.