Common use of Tracking Models Clause in Contracts

Tracking Models. In respect of a Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Members of any Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable Limited Liability Company Agreement whether delivered to the applicable Tax Equity Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the Tax Equity Member and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout and a certification executed by the applicable Holdco’s Authorized Officer that the Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Members of any Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon the aggregate Flip Point Deficit for all Partnership Tax Equity Opcos shown under the Annual Tracking Models being equal to or more than [***] on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payout, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout and a certification executed by the applicable Holdco’s Authorized Officer that the Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the Limited Liability Company Agreement. [***]

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable such Limited Liability Company Agreement whether delivered to the applicable [***] 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. Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Tax Equity Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Tax Equity Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Tax Equity Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. [***].

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable such Limited Liability Company Agreement whether delivered to the applicable Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, [***] 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. together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Partnership Flip Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. [***].

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable such Limited Liability Company Agreement whether delivered to the applicable Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Tax Equity Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Tax Equity Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Tax Equity Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. [***], the Administrative Agent may, [***], submit [***] to the Model Auditor for its review at the sole cost and expense of the Borrower.

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable such Limited Liability Company Agreement whether delivered to the applicable Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Tax Equity Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Tax Equity Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Tax Equity Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required [***] 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. Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. [***]] the Administrative Agent may [***] submit [***] to the Model Auditor for its review at the sole cost and expense of the Borrower.

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable such Limited Liability Company Agreement whether delivered to the applicable Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model [***] 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. in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Partnership Flip Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. At any time [***]] the Administrative Agent may [***] submit [***] the Model Auditor for its review at the sole cost and expense of the Borrower.

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under [***] Confidential treatment has been requested for the applicable bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. such Limited Liability Company Agreement whether delivered to the applicable Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Partnership Flip Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. At any time [***], the Administrative Agent may [***], submit [***] to the Model Auditor for its review at the sole cost and expense of the Borrower.

Tracking Models. In respect of a Partnership Flip Tax Equity Opco Fund at all times prior to the date when the Flip Point for that Partnership Flip Tax Equity Opco Fund is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Members of any Partnership Flip Tax Equity OpcoFund, but in no event later than as required under the applicable Limited Liability Company Agreement whether delivered to the applicable Tax Equity Member or not and without any extension or waiver unless consented to by the Required LendersAdministrative Agent, copies of the applicable Tracking Model, together with such associated reports, exhibits or supplemental information as are delivered to the Tax Equity Member and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout Flip Performance and a certification executed by the applicable Holdco’s Authorized Officer that the Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Members of any Partnership Flip Tax Equity Opco, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon the aggregate Flip Point Deficit for all Partnership Tax Equity Opcos shown under the Annual Tracking Models being equal to or more than [***] on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payout, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout and a certification executed by the applicable HoldcoGuarantor’s Authorized Officer that the Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement; and (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Members of any Partnership Flip Fund, each update to the Tracking Model made to calculate whether the Flip Point has occurred during the preceding calendar quarter. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. The Borrower shall cause the applicable Holdco Guarantor and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the any Limited Liability Company Agreement. [***]At any time (A) during the occurrence of any Event of Default or a Distribution Trap, (B) when a Tax Equity Member is exercising its rights under a Limited Liability Company Agreement to dispute a Tracking Model or calculation of Flip Performance or (C) where the aggregate Flip Point Deficit for all Partnership Flip Funds shown under the Tracking Models is at least equal to $1,000,000, the Administrative Agent may submit any Tracking Model or Tax Equity Fund Model, together with the exhibits or supplemental information thereto, to the Model Auditor for its review at the sole cost and expense of the Borrower.

Tracking Models. In respect of a an IRR Partnership Flip Tax Equity Opco at all times prior to the date when the Flip Point for that such IRR Partnership Flip Tax Equity Opco is finally determined to have occurred pursuant to the applicable Limited Liability Company Agreement: (i) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, but in no event later than as required under the applicable such Limited Liability Company Agreement whether delivered to the applicable Tax Equity Class A Member or not and without any extension or waiver unless consented to by the Required Lenders, copies of the applicable Tracking Model, together with such exhibits or supplemental information as are delivered to the such Tax Equity Member Class A Members and are otherwise reasonably requested to demonstrate the basis of the calculation of Tax Equity Payout the date by which the Flip Point is anticipated to be reached and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement (such Tracking Model, together with the applicable exhibits or supplemental information, the “Annual Tracking Model”); (ii) the Borrower shall deliver at the same time delivered to the Tax Equity Class A Members of any IRR Partnership Flip Tax Equity Opco, each update to the Tracking Model [***] 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. made to calculate whether the Flip Point has occurred during the preceding calendar quarter; and (iii) upon if the aggregate Flip Point Deficit Delay for all an IRR Partnership Tax Equity Opcos shown Flip Opco under the applicable Annual Tracking Models being equal to or more Model is greater than [***] twelve (12) months on any Calculation Date, then the Borrower shall thereafter deliver, within forty-five (45) days after the end of each March, June, September and December, an update to the Tracking Model in respect of each such IRR Partnership Flip Tax Equity Opco showing actual results through the end of the calendar quarter and demonstrating an updated calculation of Tax Equity Payoutthe date by which the Flip Point is anticipated to be reached, together with such exhibits or supplemental information as are reasonably requested to demonstrate the basis of the such calculation of Tax Equity Payout and a certification executed by the applicable Partnership Flip Holdco’s Authorized Officer that the such Tracking Model has been prepared in good faith in accordance with calculation rules and conventions under the applicable Limited Liability Company Agreement. The Borrower shall cause the applicable Partnership Flip Holdco and the Manager to make themselves available at the request of the Administrative Agent (acting on the instructions of the Required Lenders) to discuss the basis for such calculations, including the interpretation and application of the calculation rules, conventions and procedures under the applicable Limited Liability Company Agreement. [***]