Tax Equity Model definition

Tax Equity Model means the “Base Case Model” as defined in and updated pursuant to the Tax Equity ECCA, the initial form of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Tax Equity Model means for each Subject Fund, the financial model delivered to the Administrative Agent as of the Closing Date or the date such Subject Fund was designated as such pursuant to Section 2.10 of the Loan Agreement, as agreed upon by the respective Investor and Managing Member with respect to a Subject Fund and as updated in accordance with the terms of the Project Documents and the terms hereof.

Tax Equity Model means for each Subject Fund, the financial model delivered to the Administrative Agent as of the Closing Date, as agreed upon by the respective Investor and SolarCity Affiliate(s) with respect to a Subject Fund and as updated in accordance with the terms of the Project Documents and the terms hereof.

Examples of Tax Equity Model in a sentence

• The Administrative Agent shall have received a true and complete Target Fund Matrix, Advance Model and Tax Equity Model for the Initial Tax Equity Fund and such other information related to the Initial Tax Equity Fund (including the Solar Assets owned by the Initial Tax Equity Fund) and any other Borrower Subsidiaries as the Administrative Agent may reasonably request.

• The form of the Tax Equity ECCA and the TE HoldCo MIPA, along with each schedule, exhibit or annex thereto (including the form of each other Tax Equity Agreement) and the initial form of the Tax Equity Model, in each case, shall be subject to the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed, except that such consent may be withheld in Purchaser’s sole discretion with respect to the Purchaser Tax Equity Guaranty and the initial Tax Equity Model).

• Upon the occurrence of a [***] True-Up Event, the Borrower shall, within two (2) Business Days following such occurrence, deliver to the Administrative Agent the updated Tax Equity Model and/or Payment Facilitation Agreement(s) with respect to such [***] True-Up Event, as the case may be.

• Simultaneously with providing each Prepayment Event Certificate, the Borrower shall deliver to the Administrative Agent (A) updated Project Information and (B) an updated Base Case Model, in each case, updated solely for Customer Prepayment Events and, from and after the date the Borrower is required to rerun the Closing Date Tax Equity Model pursuant to Section 6.29(a), [***] that have occurred since updated information was last provided pursuant to this Section 6.01(a)(viii).

• The form of the Tax Equity ECCA, along with each schedule, exhibit or annex thereto (including the form of each other Tax Equity Agreement) and the initial form of the Tax Equity Model, in each case, shall be subject to the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed, except that such consent may be withheld in Purchaser’s sole discretion with respect to the Purchaser Tax Equity Guaranty and the initial Tax Equity Model).

• The Administrative Agent shall have received a true and complete Tax Equity Fund Matrix, Advance Model, Securitization Take-Out Model, Tax Equity Model for each Initial Tax Equity Fund and such other information related to the Solar Assets, the Initial Tax Equity Funds and the Borrower Subsidiaries as the Administrative Agent may reasonably request.

More Definitions of Tax Equity Model

Tax Equity Model means, with respect to each Tax Equity Fund, the final model prepared in connection therewith or the latest final true-up or tracking model delivered to the related Tax Equity Investor, as applicable, pursuant to the applicable Tax Equity Opco LLC Agreement.

Tax Equity Model has the meaning set forth on Appendix 2.

Tax Equity Model means the “Base Case Model” or, collectively, the “Base Case Models” in respect of each Project, in each case, as defined in and updated pursuant to the Tax Equity ECCA, the initial forms of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

Tax Equity Model means the Base Case Model as defined in and updated pursuant to the Tax Equity Agreement.

Tax Equity Model means, with respect to each Tax Equity Fund, the final model prepared in connection therewith or the latest final true-up or tracking model delivered to the related Tax Equity Investor, as applicable, pursuant to the applicable Tax Equity Opco LLC Agreement. “Tax Equity Opco” means, in relation to each Tax Equity Fund that is (i) a Partnership Flip Structure, the Partnership into which an Tax Equity Investor and Managing Member invests with respect to such Partnership Flip Structure, (ii) an Inverted Lease Structure, the Inverted Lease Lessor, or (iii) an Eligible Tax Equity Structure defined in clause (ii) of the definition thereof, the legal entity that directly owns the applicable Solar Assets, as agreed by the Administrative Agent and Borrower at the time such Tax Equity Fund is financed pursuant to this Agreement. The Tax Equity Opcos are listed on Schedule XI hereto, as such Schedule may be updated from time to time in accordance with this Agreement. For the avoidance of doubt, any Tax Equity Opco for which the related Purchase Option or Withdrawal Option has been exercised or in respect of which the Master Lease Agreement has been terminated shall cease to be a Tax Equity Opco and shall be a Wholly-Owned Subsidiary. “Tax Equity Representations” means the applicable representations set forth on Schedule II and Schedule III hereto. “Tax Equity Required Consent” means, with respect to a Tax Equity Fund, a consent executed by the related Tax Equity Investor in such Tax Equity Fund and each other party thereto containing (i) an acknowledgement by the Tax Equity Investor of the financing of the Tax Equity Fund as contemplated by the Transaction Documents and (ii) such other provisions that the Tax Equity Investor agrees to with the Borrower and the Administrative Agent; provided that the Borrower shall use good faith efforts to include the provisions set forth in Exhibit H in each Tax Equity Required Consent. “Tax Equity Structure” means a Partnership Flip Structure or an Inverted Lease Structure. “Tax Equity Structure Characteristics” means the Partnership Flip Structure Characteristics or the Inverted Lease Structure Characteristics, as applicable. “Tax Loss Policy Deductible” means, with respect to each Tax Equity Fund that has an ITC Insurance Policy, the aggregate unapplied retention amount, deductible, or similar amount, if any, of each ITC Insurance Policy maintained for such Tax Equity Fund; provided that with respect to any ITC Insurance Policy t...

Tax Equity Model has the meaning specified in Appendix 7.