Common use of Addition of Funds Clause in Contracts

Addition of Funds. (a) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that is substantially similar to a Precedent Partnership Flip Fund subject to the satisfaction of the conditions set forth in Section 2.05(a)(i) and the approval of the Administrative Agent in accordance with Section 2.05(a)(ii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document [***] 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. or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); (II) the structure of such Partnership Flip Fund is substantially similar to that of a Precedent Partnership Flip Fund; (III) the Tax Equity Documents of such Partnership Flip Fund (including any amendments or modifications thereto) are substantially similar in form and substance to the corresponding Tax Equity Documents (including any amendments or modifications thereto with respect to any such Tax Equity Documents relating to the [***] Fund, the [***] Fund or the [***] Fund) of one Precedent Partnership Flip Fund, provided, that, to the extent any provision contemplated to be part of an amendment to the Tax Equity Limited Liability Company Agreements of the Partnership Flip Opcos that relate to the [***] Fund, the [***] Fund or the [***] Fund pursuant to Section 6.27(e) are not incorporated by amendment into the Tax Equity Documents of any applicable Precedent Partnership Flip Fund, the inclusion of any such provision in the Tax Equity Documents of such additional Partnership Flip Fund shall for the purposes of this Section 2.05(a)(i)(A)(III), not cause such Tax Equity Documents of such additional Partnership Flip Fund to not be substantially similar in form and substance to the corresponding Tax Equity Documents of the applicable Precedent Partnership Flip Fund; and (IV) such Partnership Flip Fund meets the Tax Equity Characteristics; and (B) [***] (ii) If the Borrower satisfies the conditions set forth in Section 2.05(a)(i) and the Administrative Agent confirms in writing to the Borrower that (A) in consultation with counsel, that the Tax Equity Documents of such Partnership Flip Fund are substantially similar in form and substance to the corresponding Tax Equity Documents of a Precedent Partnership Flip Fund and (B) [***], then the Borrower may form or acquire such Partnership Flip Fund notwithstanding the restrictions set forth in Section 7.12(b). The Administrative Agent shall use commercially reasonable efforts to provide the confirmation set forth in this Section 2.05(a)(ii) within ten (10) Business Days of receipt of the items described in Section 2.05(a)(i); provided, that, if the Administrative Agent is not able to provide such confirmation within such initial ten (10) Business Day period, it will notify the Borrower in writing on or before such tenth (10th) Business Day (A) that it is not be able to provide such confirmation within such initial ten (10) Business Day period and of the reason that it is not be able to provide such confirmation and (B) if applicable, the number of additional Business Days beyond such initial ten (10) Business Day period that Administrative Agent believes, in good faith, it will require in order to provide such confirmation; provided, further, that the Administrative Agent’s failure to deliver any confirmations in accordance with the immediately preceding proviso shall not subject the Administrative Agent to any liability or recourse. [***] 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. (b) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that does not meet the requirements of Section 2.05(a)(i) or an Inverted Lease Fund subject to the satisfaction of the conditions set forth in Section 2.05(b)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(b)(iii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Inverted Lease Fund or Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (II) such Inverted Lease Fund or Partnership Flip Fund meets the Tax Equity Characteristics or, to the extent such Inverted Lease Fund or Partnership Flip Fund does not meet a Tax Equity Characteristic, a description of each deviation; and (B) [***] (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(b)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed Partnership Flip Fund or Inverted Lease Fund and (B) [***]. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed Partnership Flip Fund or Inverted Lease Fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such Partnership Flip Fund or Inverted Lease Fund. The Administrative Agent and the Lenders shall use commercially reasonable efforts to make the determinations set forth in this Section 2.05(b)(iii) within 30 days of receipt of the items described in Section 2.05(b)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 30-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (c) After the Closing Date, the Borrower may directly or indirectly acquire or form a tax equity investment fund that is not a Partnership Flip Fund or an Inverted Lease Fund [***] 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. subject to the satisfaction of the conditions set forth in Section 2.05(c)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(c)(iii). (i) The Borrower shall deliver the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such tax equity investment fund and certifying that such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (B) if relevant, an audit of the financial model for such tax equity investment fund by the Model Auditor. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(c)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed tax equity investment fund and (B) if applicable, determine (in consultation with the Model Auditor) whether the results of any audit delivered pursuant to Section 2.05(c)(i)(B) are satisfactory. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed tax equity investment fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such tax equity investment fund. The Administrative Agent and the Lenders shall use reasonable efforts to make the determinations set forth in this Section 2.05(c)(iii) within 45 days of receipt of the items described in Section 2.05(c)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 45-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (d) After the Closing Date, the Borrower may (i) acquire or form one or more Wholly Owned Holdcos (which own or will own Wholly Owned Opco Membership Interests) and/or (ii) acquire or form through such Wholly Owned Holdco one or more Wholly Owned Opcos, provided that at least ten (10) Business Days prior to the proposed date of acquisition of such Wholly Owned Holdco or Wholly Owned Opco, as applicable, the Borrower delivers to the Administrative Agent a Wholly Owned Opco Certificate along with copies of each of the documents and other items described therein with respect to such Wholly Owned Holdco and/or Wholly Owned Opco and certifying that: (i) such Wholly Owned Opco Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); [***] 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. (ii) such Wholly Owned Opco shall have been a Tax Equity Opco and met the Tax Equity Characteristics prior to the proposed indirect acquisition thereof by the Borrower; and (iii) each of the Wholly Owned Opco Representations is true, complete and correct with respect to such Wholly Owned Opco. (e) Simultaneously with any acquisition or formation by the Borrower of a Partnership Flip Fund, an Inverted Lease Fund, any other tax equity investment fund, a Wholly Owned Holdco or a Wholly Owned Opco pursuant to Section 2.05, each of the following shall be updated automatically without any further action by the Parties hereto, in each case as set forth in the applicable Tax Equity Certificate delivered pursuant to Section 2.05(a), Section 2.05(b) or Section 2.05(c) or the applicable Wholly Owned Opco Certificate delivered pursuant to Section 2.05(d): (i) Schedule 5.03(e) and Schedule 5.03(f) to include the new Relevant Parties, (ii) Schedule 1.01(a) to include any Tax Equity Documents and/or Wholly Owned Opco Documents of the new Relevant Parties, as applicable, (iii) Schedule A to include any Project Information in respect of the new Relevant Parties and (iv) Schedule 1.01(b) to include any new manufacturer in respect of Projects purchased or leased by the new Opcos that was not an Approved Manufacturer prior to such acquisition or formation pursuant to this Section 2.05 that has been approved by the Administrative Agent in consultation with the Independent Engineer. (f) Notwithstanding anything to the contrary in this Section 2.05, to the extent any Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco proposed to be acquired or formed by the Borrower pursuant to this Section 2.05 involves the purchase or lease of a Project by the applicable Opco that is subject to, or has received, a Grant, the consent of the Administrative Agent shall be required for the Borrower to acquire or form such Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco pursuant to this Section 2.05.

Addition of Funds. (a) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that is substantially similar to a Precedent Partnership Flip Fund subject to the satisfaction of the conditions set forth in Section 2.05(a)(i) and the approval of the Administrative Agent in accordance with Section 2.05(a)(ii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document [***] 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. or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); (II) the structure of such Partnership Flip Fund is substantially similar to that of a Precedent Partnership Flip Fund; (III) the Tax Equity Documents of such Partnership Flip Fund (including any amendments or modifications thereto) are substantially similar in form and substance to the corresponding Tax Equity Documents (including any amendments or modifications thereto with respect to any such Tax Equity Documents relating to the [***] Fund, the [***] Fund or the [***] Fund) of one Precedent Partnership Flip Fund, provided, that, to the extent any provision contemplated to be part of an amendment to the Tax Equity Limited Liability Company Agreements of the Partnership Flip Opcos that relate to the [***] Fund, the [***] Fund or the [***] Fund pursuant to Section 6.27(e) are not incorporated by amendment into the Tax Equity Documents of any applicable Precedent Partnership Flip Fund, the inclusion of any such provision in the Tax Equity Documents of such additional Partnership Flip Fund shall for the purposes of this Section 2.05(a)(i)(A)(III), not cause such Tax Equity Documents of such additional Partnership Flip Fund to not be substantially similar in form and substance to the corresponding Tax Equity Documents of the applicable Precedent Partnership Flip Fund; and (IV) such Partnership Flip Fund meets the Tax Equity Characteristics; and (B) [***]] [***] 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. (ii) If the Borrower satisfies the conditions set forth in Section 2.05(a)(i) and the Administrative Agent confirms in writing to the Borrower that (A) in consultation with counsel, that the Tax Equity Documents of such Partnership Flip Fund are substantially similar in form and substance to the corresponding Tax Equity Documents of a Precedent Partnership Flip Fund and (B) [***], then the Borrower may form or acquire such Partnership Flip Fund notwithstanding the restrictions set forth in Section 7.12(b). The Administrative Agent shall use commercially reasonable efforts to provide the confirmation set forth in this Section 2.05(a)(ii) within ten (10) Business Days of receipt of the items described in Section 2.05(a)(i); provided, that, if the Administrative Agent is not able to provide such confirmation within such initial ten (10) Business Day period, it will notify the Borrower in writing on or before such tenth (10th) Business Day (A) that it is not be able to provide such confirmation within such initial ten (10) Business Day period and of the reason that it is not be able to provide such confirmation and (B) if applicable, the number of additional Business Days beyond such initial ten (10) Business Day period that Administrative Agent believes, in good faith, it will require in order to provide such confirmation; provided, further, that the Administrative Agent’s failure to deliver any confirmations in accordance with the immediately preceding proviso shall not subject the Administrative Agent to any liability or recourse. [***] 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. (b) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that does not meet the requirements of Section 2.05(a)(i) or an Inverted Lease Fund subject to the satisfaction of the conditions set forth in Section 2.05(b)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(b)(iii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Inverted Lease Fund or Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (II) such Inverted Lease Fund or Partnership Flip Fund meets the Tax Equity Characteristics or, to the extent such Inverted Lease Fund or Partnership Flip Fund does not meet a Tax Equity Characteristic, a description of each deviation; and (B) [***]] [***] 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. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(b)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed Partnership Flip Fund or Inverted Lease Fund and (B) [***]. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed Partnership Flip Fund or Inverted Lease Fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such Partnership Flip Fund or Inverted Lease Fund. The Administrative Agent and the Lenders shall use commercially reasonable efforts to make the determinations set forth in this Section 2.05(b)(iii) within 30 days of receipt of the items described in Section 2.05(b)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 30-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (c) After the Closing Date, the Borrower may directly or indirectly acquire or form a tax equity investment fund that is not a Partnership Flip Fund or an Inverted Lease Fund [***] 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. subject to the satisfaction of the conditions set forth in Section 2.05(c)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(c)(iii). (i) The Borrower shall deliver the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such tax equity investment fund and certifying that such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (B) if relevant, an audit of the financial model for such tax equity investment fund by the Model Auditor[***]. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(c)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed tax equity investment fund and (B) if applicable, determine (in consultation with the Model Auditor) whether the results of any audit delivered pursuant to Section 2.05(c)(i)(B) are satisfactory[***]. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed tax equity investment fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such [***] 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 investment fund. The Administrative Agent and the Lenders shall use reasonable efforts to make the determinations set forth in this Section 2.05(c)(iii) within 45 days of receipt of the items described in Section 2.05(c)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 45-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (d) After the Closing Date, the Borrower may (i) acquire or form one or more Wholly Owned Holdcos (which own or will own Wholly Owned Opco Membership Interests) and/or (ii) acquire or form through such Wholly Owned Holdco one or more Wholly Owned Opcos, provided that at least ten (10) Business Days prior to the proposed date of acquisition of such Wholly Owned Holdco or Wholly Owned Opco, as applicable, the Borrower delivers to the Administrative Agent a Wholly Owned Opco Certificate along with copies of each of the documents and other items described therein with respect to such Wholly Owned Holdco and/or Wholly Owned Opco and certifying that: (i) such Wholly Owned Opco Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); [***] 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.; (ii) such Wholly Owned Opco shall have been a Tax Equity Opco and met the Tax Equity Characteristics prior to the proposed indirect acquisition thereof by the Borrower; and (iii) each of the Wholly Owned Opco Representations is true, complete and correct with respect to such Wholly Owned Opco. (e) Simultaneously with any acquisition or formation by the Borrower of a Partnership Flip Fund, an Inverted Lease Fund, any other tax equity investment fund, a Wholly Owned Holdco or a Wholly Owned Opco pursuant to Section 2.05, each of the following Borrower shall be updated automatically without any further action by the Parties heretoupdate, in each case as in accordance with the information set forth in the applicable Tax Equity Certificate delivered pursuant to Section 2.05(a), Section 2.05(b) or Section 2.05(c) or the applicable Wholly Owned Opco Certificate delivered pursuant to Section 2.05(d): ), each of (i) Schedule 5.03(e) and Schedule 5.03(f) to include the new Relevant Parties, (ii) Schedule 1.01(a) to include any Tax Equity Documents and/or Wholly Owned Opco Documents of the new Relevant Parties, as applicable, (iii) Schedule A to include any Project Information in respect of the new Relevant Parties and (iv) Schedule 1.01(b) to include any new manufacturer in respect of Projects purchased or leased by the new Opcos that was not an Approved Manufacturer prior to such acquisition or formation pursuant to this Section 2.05 that has been approved by the Administrative Agent in consultation with the Independent Engineer. (f) Notwithstanding anything to the contrary in this Section 2.05, to the extent any Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco proposed to be acquired or formed by the Borrower pursuant to this Section 2.05 involves the purchase or lease of a Project by the applicable Opco that is subject to, [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. or has received, a Grant, the consent of the Administrative Agent shall be required for the Borrower to acquire or form such Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco pursuant to this Section 2.05.

Addition of Funds. (a) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that is substantially similar to a Precedent Partnership Flip Fund subject to the satisfaction of the conditions set forth in Section 2.05(a)(i) and the approval of the Administrative Agent in accordance with Section 2.05(a)(ii). [***] 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. (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document [***] 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. or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); (II) the structure of such Partnership Flip Fund is substantially similar to that of a Precedent Partnership Flip Fund; (III) the Tax Equity Documents of such Partnership Flip Fund (including any amendments or modifications thereto) are substantially similar in form and substance to the corresponding Tax Equity Documents (including any amendments or modifications thereto with respect to any such Tax Equity Documents relating to the [***] Fund, the [***] Fund or the [***] Fund) of one Precedent Partnership Flip Fund, provided, that, to the extent any provision contemplated to be part of an amendment to the Tax Equity Limited Liability Company Agreements of the Partnership Flip Opcos that relate to the [***] Fund, the [***] Fund or the [***] Fund pursuant to Section 6.27(e) are not incorporated by amendment into the Tax Equity Documents of any applicable Precedent Partnership Flip Fund, the inclusion of any such provision in the Tax Equity Documents of such additional Partnership Flip Fund shall for the purposes of this Section 2.05(a)(i)(A)(III), not cause such Tax Equity Documents of such additional Partnership Flip Fund to not be substantially similar in form and substance to the corresponding Tax Equity Documents of the applicable Precedent Partnership Flip Fund; and (IV) such Partnership Flip Fund meets the Tax Equity Characteristics; and (B) [***]if the Partnership Flip Fund proposed is an IRR Partnership Flip Fund, an audit of the financial model for such IRR Partnership Flip Fund by the Model Auditor. (ii) If the Borrower satisfies the conditions set forth in Section 2.05(a)(i) and the Administrative Agent confirms in writing to the Borrower that (A) in consultation with counsel, that the Tax Equity Documents of such Partnership Flip Fund are substantially similar in form and substance to the corresponding Tax Equity Documents of a Precedent Partnership Flip Fund and (B) [***]if applicable, the results of the audit delivered pursuant to Section 2.05(a)(i)(B) are in form and substance satisfactory to the Administrative Agent (in consultation with the Model Auditor), then the Borrower may form or acquire such [***] 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. Partnership Flip Fund notwithstanding the restrictions set forth in Section 7.12(b). The Administrative Agent shall use commercially reasonable efforts to provide the confirmation set forth in this Section 2.05(a)(ii) within ten (10) Business Days of receipt of the items described in Section 2.05(a)(i); provided, that, if the Administrative Agent is not able to provide such confirmation within such initial ten (10) Business Day period, it will notify the Borrower in writing on or before such tenth (10th) Business Day (A) that it is not be able to provide such confirmation within such initial ten (10) Business Day period and of the reason that it is not be able to provide such confirmation and (B) if applicable, the number of additional Business Days beyond such initial ten (10) Business Day period that Administrative Agent believes, in good faith, it will require in order to provide such confirmation; provided, further, that the Administrative Agent’s failure to deliver any confirmations in accordance with the immediately preceding proviso shall not subject the Administrative Agent to any liability or recourse. [***] 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. (b) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that does not meet the requirements of Section 2.05(a)(i) or an Inverted Lease Fund subject to the satisfaction of the conditions set forth in Section 2.05(b)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(b)(iii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Inverted Lease Fund or Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (II) such Inverted Lease Fund or Partnership Flip Fund meets the Tax Equity Characteristics or, to the extent such Inverted Lease Fund or Partnership Flip Fund does not meet a Tax Equity Characteristic, a description of each deviation; and (B) [***]if the Partnership Flip Fund proposed is an IRR Partnership Flip Fund, an audit of the financial model for such IRR Partnership Flip Fund by the Model Auditor. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(b)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed Partnership Flip Fund or Inverted Lease Fund and (B) [***]if applicable, determine (in consultation with the Model Auditor) whether the results of any audit delivered pursuant to Section 2.05(b)(i)(B) are satisfactory. The Borrower shall deliver [***] 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. any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed Partnership Flip Fund or Inverted Lease Fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such Partnership Flip Fund or Inverted Lease Fund. The Administrative Agent and the Lenders shall use commercially reasonable efforts to make the determinations set forth in this Section 2.05(b)(iii) within 30 days of receipt of the items described in Section 2.05(b)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 30-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (c) After the Closing Date, the Borrower may directly or indirectly acquire or form a tax equity investment fund that is not a Partnership Flip Fund or an Inverted Lease Fund [***] 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. subject to the satisfaction of the conditions set forth in Section 2.05(c)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(c)(iii). (i) The Borrower shall deliver the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such tax equity investment fund and certifying that such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (B) if relevant, an audit of the financial model for such tax equity investment fund by the Model Auditor. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(c)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed tax equity investment fund and (B) if applicable, determine (in consultation with the Model Auditor) whether the results of any audit delivered pursuant to Section 2.05(c)(i)(B) are satisfactory. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed tax equity investment fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such tax equity investment fund. The Administrative Agent and the Lenders shall use reasonable efforts to make the determinations set forth in this Section 2.05(c)(iii) within 45 days of receipt of 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. items described in Section 2.05(c)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 45-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (d) After the Closing Date, the Borrower may (i) acquire or form one or more Wholly Owned Holdcos (which own or will own Wholly Owned Opco Membership Interests) and/or (ii) acquire or form through such Wholly Owned Holdco one or more Wholly Owned Opcos, provided that at least ten (10) Business Days prior to the proposed date of acquisition of such Wholly Owned Holdco or Wholly Owned Opco, as applicable, the Borrower delivers to the Administrative Agent a Wholly Owned Opco Certificate along with copies of each of the documents and other items described therein with respect to such Wholly Owned Holdco and/or Wholly Owned Opco and certifying that: (i) such Wholly Owned Opco Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); [***] 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.; (ii) such Wholly Owned Opco shall have been a Tax Equity Opco and met the Tax Equity Characteristics prior to the proposed indirect acquisition thereof by the Borrower; and (iii) each of the Wholly Owned Opco Representations is true, complete and correct with respect to such Wholly Owned Opco. (e) Simultaneously with any acquisition or formation by the Borrower of a Partnership Flip Fund, an Inverted Lease Fund, any other tax equity investment fund, a Wholly Owned Holdco or a Wholly Owned Opco pursuant to Section 2.05, each of the following shall be updated automatically without any further action by the Parties hereto, in each case as set forth in the applicable Tax Equity Certificate delivered pursuant to Section 2.05(a), Section 2.05(b) or Section 2.05(c) or the applicable Wholly Owned Opco Certificate delivered pursuant to Section 2.05(d): (i) Schedule 5.03(e) and Schedule 5.03(f) to include the new Relevant Parties, (ii) Schedule 1.01(a) to include any Tax Equity Documents and/or Wholly Owned Opco Documents of the new Relevant Parties, as applicable, (iii) Schedule A to include any Project Information in respect of the new Relevant Parties and (iv) Schedule 1.01(b) to include any new manufacturer in respect of Projects purchased or leased by the new Opcos that was not an Approved Manufacturer prior to such acquisition or formation pursuant to this Section 2.05 that has been approved by the Administrative Agent in consultation with the Independent Engineer. (f) Notwithstanding anything to the contrary in this Section 2.05, to the extent any Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco proposed to be acquired or formed by the Borrower pursuant to this Section 2.05 involves the purchase or lease of a Project by the applicable Opco that is subject to, or has received, a Grant, the consent of the Administrative Agent shall be required for the Borrower to acquire or form such Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco pursuant to this Section 2.05. [***] 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.

Addition of Funds. (a) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that is substantially similar to a Precedent Partnership Flip Fund subject to the satisfaction of the conditions set forth in Section 2.05(a)(i) and the approval of the Administrative Agent in accordance with Section 2.05(a)(ii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document [***] 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. or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); (II) the structure of such Partnership Flip Fund is substantially similar to that of a Precedent Partnership Flip Fund; (III) the Tax Equity Documents of such Partnership Flip Fund (including any amendments or modifications thereto) are substantially similar in form and substance to the corresponding Tax Equity Documents (including any amendments or modifications thereto with respect to any such Tax Equity Documents relating to the [***] Fund, the [***] Fund or the [***] Fund) of one Precedent Partnership Flip Fund, provided, that, to the extent any provision contemplated to be part of an amendment to the Tax Equity Limited Liability Company Agreements of the Partnership Flip Opcos that relate to the [***] Fund, the [***] Fund or the [***] Fund pursuant to Section 6.27(e) are not incorporated by amendment into the Tax Equity Documents of any applicable Precedent Partnership Flip Fund, the inclusion of any such provision in the Tax Equity Documents of such additional Partnership Flip Fund shall for the purposes of this Section 2.05(a)(i)(A)(III), not cause such Tax Equity Documents of such additional Partnership Flip Fund to not be substantially similar in form and substance to the corresponding Tax Equity Documents of the applicable Precedent Partnership Flip Fund; and (IV) such Partnership Flip Fund meets the Tax Equity Characteristics; and; (B) if the Partnership Flip Fund proposed is an IRR Partnership Flip Fund, an audit of the financial model for such IRR Partnership Flip Fund by the Model Auditor; 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. (C) if such acquisition or formation will occur after the Exhibit S Effective Date, a report from the Insurance Consultant with respect to the insurance requirements of such Partnership Flip Fund. (ii) If the Borrower satisfies the conditions set forth in Section 2.05(a)(i) and the Administrative Agent confirms in writing to the Borrower that (A) in consultation with counsel, that the Tax Equity Documents of such Partnership Flip Fund are substantially similar in form and substance to the corresponding Tax Equity Documents of a Precedent Partnership Flip Fund and Fund, (B) [***]if such acquisition or formation will occur after the Exhibit S Effective Date, the Administrative Agent has received a report from the Insurance Consultant in form and substance satisfactory to the Administrative Agent and (C) if applicable, the results of the audit delivered pursuant to Section 2.05(a)(i)(B) are in form and substance satisfactory to the Administrative Agent (in consultation with the Model Auditor), then the Borrower may form or acquire such Partnership Flip Fund notwithstanding the restrictions set forth in Section 7.12(b). The Administrative Agent shall use commercially reasonable efforts to provide the confirmation set forth in this Section 2.05(a)(ii) within ten (10) Business Days of receipt of the items described in Section 2.05(a)(i); provided, that, if the Administrative Agent is not able to provide such confirmation within such initial ten (10) Business Day period, it will notify the Borrower in writing on or before such tenth (10th) Business Day (A) that it is not be able to provide such confirmation within such initial ten (10) Business Day period and of the reason that it is not be able to provide such confirmation and (B) if applicable, the number of additional Business Days beyond such initial ten (10) Business Day period that Administrative Agent believes, in good faith, it will require in order to provide such confirmation; provided, further, that the Administrative Agent’s failure to deliver any confirmations in accordance with the immediately preceding proviso shall not subject the Administrative Agent to any liability or recourse. [***] 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. (b) After the Closing Date, the Borrower may directly or indirectly through a Tax Equity Holdco acquire or form a Partnership Flip Fund that does not meet the requirements of Section 2.05(a)(i) or an Inverted Lease Fund subject to the satisfaction of the conditions set forth in Section 2.05(b)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(b)(iii). (i) The Borrower shall have delivered the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such Inverted Lease Fund or Partnership Flip Fund and certifying that: (I) each such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and (II) such Inverted Lease Fund or Partnership Flip Fund meets the Tax Equity Characteristics or, to the extent such Inverted Lease Fund or Partnership Flip Fund does not meet a Tax Equity Characteristic, a description of each deviation; (B) if the Partnership Flip Fund proposed is an IRR Partnership Flip Fund, an audit of the financial model for such IRR Partnership Flip Fund by the Model Auditor; and (BC) [***]if such acquisition or formation will occur after the Exhibit S Effective Date, a report from the Insurance Consultant with respect to the insurance requirements of such Partnership Flip Fund or Inverted Lease Fund. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(b)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed Partnership Flip Fund or Inverted Lease Fund and Fund, (B) [***]if such acquisition or formation will occur after the Exhibit S Effective Date, determine whether the report of the Insurance Consultant is satisfactory in form and substance and (C) if applicable, determine (in consultation with the Model Auditor) whether the results of any audit delivered pursuant to Section 2.05(b)(i)(B) are satisfactory. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed Partnership Flip Fund or Inverted Lease Fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such Partnership Flip Fund or Inverted Lease Fund. The Administrative Agent and the Lenders shall use commercially reasonable efforts to make the determinations set forth in this Section 2.05(b)(iii) within 30 days of receipt of the items described in Section 2.05(b)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 30-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (c) After the Closing Date, the Borrower may directly or indirectly acquire or form a tax equity investment fund that is not a Partnership Flip Fund or an Inverted Lease Fund subject to the satisfaction of the conditions set forth in Section 2.05(c)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(c)(iii). [***] 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. subject to the satisfaction of the conditions set forth in Section 2.05(c)(i) and the approval of the Administrative Agent and the Required Lenders in accordance with Section 2.05(c)(iii). (i) The Borrower shall deliver the following to the Administrative Agent: (A) a Tax Equity Fund Certificate along with copies of each of the documents and other items described therein with respect to such tax equity investment fund and certifying that such Tax Equity Fund Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); and; (B) if relevant, an audit of the financial model for such tax equity investment fund by the Model Auditor; and (C) if such acquisition or formation will occur after the Exhibit S Effective Date, a report from the Insurance Consultant with respect to the insurance requirements of such tax equity investment fund. (ii) Upon satisfaction by the Borrower of the requirements of Section 2.05(c)(i), the Administrative Agent and the Lenders shall (A) conduct due diligence with respect to such proposed tax equity investment fund fund, (B) if such acquisition or formation will occur after the Exhibit S Effective Date, determine whether the report of the Insurance Consultant is satisfactory in form and substance and (BC) if applicable, determine (in consultation with the Model Auditor) whether the results of any audit delivered pursuant to Section 2.05(c)(i)(B) are satisfactory. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. (iii) If the Administrative Agent and the Required Lenders determine, acting reasonably and in consultation with their counsel and advisors, that the proposed tax equity investment fund is acceptable, then the Administrative Agent and the Required Lenders shall notify the Borrower in writing of such determination and the Borrower may, notwithstanding the restrictions set forth in Section 7.12(b), form or acquire such tax equity investment fund. The Administrative Agent and the Lenders shall use reasonable efforts to make the determinations set forth in this Section 2.05(c)(iii) within 45 days of receipt of the items described in Section 2.05(c)(i); provided that the Administrative Agent’s or any Lender’s failure to make such determination within such 45-day period shall not subject the Administrative Agent or any Lender to any liability or recourse. (d) After the Closing Date, the Borrower may (i) acquire or form one or more Wholly Owned Holdcos (which own or will own Wholly Owned Opco Membership Interests) and/or (ii) acquire or form through such Wholly Owned Holdco one or more Wholly Owned Opcos, provided that at least ten (10) Business Days prior to the proposed date of acquisition of such Wholly Owned Holdco or [***] 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. Wholly Owned Opco, as applicable, the Borrower delivers to the Administrative Agent a Wholly Owned Opco Certificate along with copies of each of the documents and other items described therein with respect to such Wholly Owned Holdco and/or Wholly Owned Opco and certifying that: (iA) such Wholly Owned Opco Certificate and each copy of the documents and other items described therein provided to the Administrative Agent is a true, correct and complete copy of such document or item (and includes all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters); [***] 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.; (iiB) either (I) such Wholly Owned Opco shall have been a Tax Equity Opco and met the Tax Equity Characteristics prior to the proposed indirect acquisition thereof by the Borrower; andBorrower or (II) if such Wholly Owned Opco was not a Tax Equity Opco, the acquisition of such Wholly Owned Opco has been approved by the Required Lenders (acting in their sole discretion); (iiiC) each of the Wholly Owned Opco Representations is true, complete and correct with respect to such Wholly Owned Opco; and (D) if such Wholly Owned Opco was not a Tax Equity Opco and if such acquisition will occur after the Exhibit S Effective Date, a report from the Insurance Consultant with respect to the insurance requirements of the Wholly Owned Opco Documents in form and substance satisfactory to the Required Lenders. (e) Simultaneously with any acquisition or formation by the Borrower of a Partnership Flip Fund, an Inverted Lease Fund, any other tax equity investment fund, a Wholly Owned Holdco or a Wholly Owned Opco pursuant to Section 2.05, each of the following shall be updated automatically without any further action by the Parties hereto, in each case as set forth in the applicable Tax Equity Fund Certificate delivered pursuant to Section 2.05(a), Section 2.05(b) or Section 2.05(c) or the applicable Wholly Owned Opco Certificate delivered pursuant to Section 2.05(d): (i) Schedule 5.03(e) and Schedule 5.03(f) to include the new Relevant Parties, (ii) Schedule 1.01(a) to include any Tax Equity Documents and/or Wholly Owned Opco Documents of the new Relevant Parties, as applicable, (iii) Schedule A to include any Project Information in respect of the new Relevant Parties and Parties, (iv) Schedule 1.01(b) to include any new manufacturer in respect of Projects purchased or leased by the new Opcos that was not an Approved Manufacturer prior to such acquisition or formation pursuant to this Section 2.05 that has been approved by the Administrative Agent in consultation with the Independent EngineerEngineer and (v) Annex A to include the sections of each applicable Tax Equity Limited Liability Company Agreement pursuant to which capital contributions that are eligible to be treated as Excess Capital Contributions were contributed. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (f) Notwithstanding anything to the contrary in this Section 2.05, to the extent any Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco proposed to be acquired or formed by the Borrower pursuant to this Section 2.05 involves the purchase or lease of a Project by the applicable Opco that is subject to, or has received, a Grant, the consent of the Administrative Agent shall be required for the Borrower to acquire or form such Partnership Flip Fund, Inverted Lease Fund, any other tax equity investment fund or a Wholly Owned Opco pursuant to this Section 2.05.