Common use of Title to Membership Interests Clause in Contracts

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the Borrower shall be the sole member of each of the Wholly Owned Opcos and the Holdcos, and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entities, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] (c) Each Holdco has good and valid legal and beneficial title to all of the Managing Member Membership Interests in the applicable Tax Equity Opco held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by the Holdco identified in the Recitals and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Membership Interests. (d) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (e) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XI, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. (f) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries other than as shown on Schedule 6.03(g). (h) Schedule 6.03(h) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] 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. 82 TLA CREDIT AGREEMENT

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, the Borrower shall be is the sole member of each of the Wholly Owned Opcos and the HoldcosGuarantors, and shall have has good and valid legal and beneficial title to all of the Guarantor Membership Interests issued by such entitiesInterests, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Guarantor Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, 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 the Guarantor Membership Interests. (b) [Reserved] (c) Each Holdco Guarantor has good and valid legal and beneficial title to all of the Managing Member Fund Manager Membership Interests in the applicable Tax Equity Opco Fund held by itit as identified on Schedule 4.03(g), free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Fund Manager Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the Holdco Guarantor identified in the Recitals on Schedule 4.03(g) and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Fund Manager Membership Interests. (dc) The Other than the independent member of the Borrower, the Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution AgreementClosing Date Assignment Agreements, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Holdcos Guarantors under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Members in the Tax Equity Opcos and Funds, (ii) the withdrawal right of [***] to Holdco XI the applicable Tax Equity Member from each Inverted Lease Tenant under the Limited Liability Company Agreement of such Inverted Lease Tenant and (iii) contingent buy-out rights of any Guarantor or Tax Equity Documents, in respect of [***] Member to acquire membership interests in Tenant XIany Fund (in accordance with the express terms of such Fund’s Limited Liability Company Agreement), there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity OpcoFund. There are no agreements or arrangements for the issuance by any Relevant Loan Party of additional equity interests. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (fe) Prior to the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, Schedule 6.03(f4.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (gf) After the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, Schedule 6.03(g4.03(f) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g4.03(f)., as such schedule shall be updated by an Authorized Officer of the Borrower pursuant to each Permitted Fund Disposition Certificate (hg) Schedule 6.03(h) 4.03(g), as such schedule shall be updated by an Authorized Officer of the Borrower pursuant to each Permitted Fund Disposition Certificate, sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos Funds and the percentage of each class of Capital Stock owned by any Loan Party. [***] 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. 82 TLA CREDIT AGREEMENT.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, the Borrower shall be is the sole member of each of the Wholly Owned Opcos and the HoldcosGuarantors, and shall have has good and valid legal and beneficial title to all of the Guarantor Manager Membership Interests issued by such entitiesInterests, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Guarantor Manager Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, 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 the Guarantor Manager Membership Interests. (b) [Reserved] (c) Each Holdco Guarantor has good and valid legal and beneficial title to all of the Managing Member Fund Manager Membership Interests in the applicable Tax Equity Opco Fund held by itit as identified on Schedule 7.03(g) (Subsidiaries), free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Fund Manager Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the Holdco Guarantor identified in the Recitals on Schedule 7.03(g) (Subsidiaries) and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Fund Manager Membership Interests. (dc) The Other than the independent member of the Borrower, the Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution AgreementClosing Date Assignment Agreements, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XI, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity OpcoFund, except for (i) the call rights of the Partnership Flip Manager Guarantors under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Members in the Partnership Flip Funds, (ii) the withdrawal right of the applicable Tax Equity Member from the applicable Partnership Flip Fund under the Limited Liability Company Agreement of Fund XI or the Limited Liability Company Agreement of Fund XIII, (iii) contingent buy out rights of any Guarantor or Tax Equity Member to acquire membership interests in any Fund and (iv) any provisions providing for the conversion of a Fund Manager Membership Interest into a non-managing or “economic interest” (in accordance with the express terms of such Fund’s Limited Liability Company Agreement). There are no agreements or arrangements for the issuance by any Relevant Loan Party of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, Schedule 6.03(f7.03(e) (Organizational Structure prior to the Closing Date) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (gf) After the consummation of the Distribution and Contribution Transactions Closing Date Assignments on the Closing Date, Schedule 6.03(g7.03(f) (Organizational Structure following the Closing Date) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g7.03(f) (Organizational Structure following the Closing Date). (hg) Schedule 6.03(h7.03(g) (Subsidiaries) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos Funds and the percentage of each class of Capital Stock owned by any Loan Party. [***] 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. 82 TLA CREDIT AGREEMENT.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Tax Equity Holdcos (or is the sole member of the Delaware limited liability company that owns certain Tax Equity Holdcos, as described on Schedule 5.03(e)) and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entitiesentities (directly or indirectly as described on Schedule 5.03(e)), free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] Each Tax Equity Holdco holding either (ci) Tax Equity Class B Membership Interests or (ii) the Membership Interests in another Tax Equity Holdco (in each case as described on Schedule 5.03(e)) has good and valid legal and beneficial title to all such Tax Equity Class B Membership Interests or Membership Interests (as applicable), free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Managing Member Wholly Owned Opco Membership Interests in the applicable Tax Equity Opco Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests or the Wholly Owned Opco Membership Interests. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests.. CPAM: 12877541.11 (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XIOpcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f5.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g) accurately sets forth the ownership structure of the Relevant Parties underneath the SponsorParties. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g5.03(e), as such schedule shall be updated by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate. (hf) Schedule 6.03(h5.03(f) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] Confidential treatment has been requested for , as such schedule shall be updated by an Authorized Officer of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 82 TLA CREDIT AGREEMENTBorrower in each Permitted Fund Disposition Certificate.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Holdcos, Tax Equity Holdcos and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entities, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] (c) Each Tax Equity Holdco has good and valid legal and beneficial title to all of the Managing Member Tax Equity Class B Membership Interests and the Inverted Lease Opco Membership Interests in the applicable Tax Equity Opco held by it, free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Wholly Owned Opco Membership Interests in the applicable Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests and Inverted Lease Opco Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests, the Inverted Lease Opco Membership Interests or the Wholly Owned Opco Membership Interests. [***] 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. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XIOpcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Partnership Flip Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g5.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g5.03(e), in each case, as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate. (hf) Schedule 6.03(h5.03(f) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] Confidential treatment has been requested for , as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 82 TLA CREDIT AGREEMENTBorrower in each Permitted Fund Disposition Certificate.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Holdcos, Tax Equity Holdcos and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entities, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] (c) Each Tax Equity Holdco has good and valid legal and beneficial title to all of the Managing Member Tax Equity Class B Membership Interests and the Inverted Lease Opco Membership Interests in the applicable Tax Equity Opco held by it, free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Wholly Owned Opco Membership Interests in the applicable Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests and Inverted Lease Opco Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and [***] 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. validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests, the Inverted Lease Opco Membership Interests or the Wholly Owned Opco Membership Interests. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XIOpcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Partnership Flip Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g5.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g5.03(e), in each case, as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate. (hf) Schedule 6.03(h5.03(f) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] Confidential treatment has been requested for , as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 82 TLA CREDIT AGREEMENTBorrower in each Permitted Fund Disposition Certificate.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Tax Equity Holdcos (or is the sole member of the Delaware limited liability company that owns certain Tax Equity Holdcos, as described on Schedule 5.03(e)) and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entitiesentities (directly or indirectly as described on Schedule 5.03(e)), free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] Each Tax Equity Holdco holding either (ci) Tax Equity Class B Membership Interests or (ii) the Membership Interests in another Tax Equity Holdco (in each case as described on Schedule 5.03(e)) has good and valid legal and beneficial title to all such Tax Equity Class B Membership Interests or Membership Interests (as applicable), free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Managing Member Wholly Owned Opco Membership Interests in the applicable Tax Equity Opco Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the [***] 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. applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests or the Wholly Owned Opco Membership Interests. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XIOpcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco. There are no agreements or arrangements for the issuance by any Relevant Party (other than Pledgor) of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f5.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g) accurately sets forth the ownership structure of the Relevant Parties underneath the SponsorParties. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g5.03(e), as such schedule shall be updated pursuant to Section 2.05(b), or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate. (hf) Schedule 6.03(h5.03(f) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] Confidential treatment has been requested for , as such schedule shall be updated pursuant to Section 2.05(b), or by an Authorized Officer of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 82 TLA CREDIT AGREEMENTBorrower in each Permitted Fund Disposition Certificate.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Tax Equity Holdcos (or is the sole member of the Delaware limited liability company that owns certain Tax Equity Holdcos, as described on Schedule 5.03(e)) and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entitiesentities (directly or indirectly as described on Schedule 5.03(e)), free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] Each Tax Equity Holdco holding either (ci) Tax Equity Class B Membership Interests or (ii) the Membership Interests in another Tax Equity Holdco (in each case as described on Schedule 5.03(e)) has good and valid legal and beneficial title to all such Tax Equity Class B Membership Interests and the Inverted Lease Opco Membership Interests in the applicable Tax Equity Opco, or Membership Interests (as applicable), held by it, free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Managing Member Wholly Owned Opco Membership Interests in the applicable Tax Equity Opco Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests and Inverted Lease Opco Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests, the Inverted Lease Opco Membership Interests or the Wholly Owned Opco Membership Interests. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XI, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. (f) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries other than as shown on Schedule 6.03(g). (h) Schedule 6.03(h) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] 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. 82 TLA CREDIT AGREEMENT.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Tax Equity Holdcos (or is the sole member of the Delaware limited liability company that owns certain Tax Equity Holdcos, as described on Schedule 5.03(e)) and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entitiesentities (directly or indirectly as described on Schedule 5.03(e)), free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] Each Tax Equity Holdco holding either (ci) Tax Equity Class B Membership Interests or (ii) the Membership Interests in another Tax Equity Holdco (in each case as described on Schedule 5.03(e)) has good and valid legal and beneficial title to all such Tax Equity Class B Membership Interests or Membership Interests (as applicable), free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Managing Member Wholly Owned Opco Membership Interests in the applicable Tax Equity Opco Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests or the Wholly Owned Opco Membership Interests. [***] 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. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XIOpcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco. There are no agreements or arrangements for the issuance by any Relevant Party (other than Pledgor) of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f5.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g) accurately sets forth the ownership structure of the Relevant Parties underneath the SponsorParties. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g5.03(e), as such schedule shall be updated pursuant to Section 2.05(b), or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate. (hf) Schedule 6.03(h5.03(f) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] Confidential treatment has been requested for , as such schedule shall be updated pursuant to Section 2.05(b), or by an Authorized Officer of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 82 TLA CREDIT AGREEMENTBorrower in each Permitted Fund Disposition Certificate.

Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the The Borrower shall be is the sole member of each of the Wholly Owned Opcos Holdcos and the Holdcos, Tax Equity Holdcos and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entities, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, 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 the Membership Interests. (b) [Reserved] (c) Each Tax Equity Holdco has good and valid legal and beneficial title to all of the Managing Member Tax Equity Class B Membership Interests and the Inverted Lease Opco Membership Interests in the applicable Tax Equity Opco held by it, free and clear of all Liens other than Permitted Liens. Each Wholly Owned Holdco has good and valid legal and beneficial title to all of the Wholly Owned Opco Membership Interests in the applicable Wholly Owned Opcos held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Tax Equity Class B Membership Interests and Inverted Lease Opco Membership Interests have been duly authorized and validly issued and, as of the Closing Date, and are owned of record and beneficially by the applicable Tax Equity Holdco identified and were not issued in violation of any preemptive right. All of the Recitals issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Tax Equity Class B Membership Interests, the Inverted Lease Opco Membership Interests or the Wholly Owned Opco Membership Interests. (dc) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. (ed) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights [***] 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. of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XIOpcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Partnership Flip Opco. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. (fe) Prior to the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(f) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. (g) After the consummation of the Distribution and Contribution Transactions on the Closing Date, Schedule 6.03(g5.03(e) accurately sets forth the ownership structure of the Relevant Parties underneath the Sponsor. The Borrower has no subsidaries subsidiaries other than as shown on Schedule 6.03(g5.03(e), in each case, as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate. (hf) Schedule 6.03(h5.03(f) sets forth the name and jurisdiction of incorporation or formation of each Loan Party and the Tax Equity Opcos and the percentage of each class of Capital Stock owned by any Loan Party. [***] Confidential treatment has been requested for , as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 82 TLA CREDIT AGREEMENTBorrower in each Permitted Fund Disposition Certificate.