Common use of Conditions Precedent to Effectiveness of Amendment Clause in Contracts

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness of this Amendment, all representations and warranties set forth in the Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be become effective unless when, and until only when, each of the following conditions shall below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been satisfied in delivered to the sole discretion of the Lenders or waived by Agent and the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have received a fully executed counterpart or original Counterparts of this Amendment.Amendment duly executed by Borrower, Guarantors and Lenders; (b) Upon A copy of the effectiveness of resolutions approving this Amendment, all representations and warranties set forth in authorizing the Loan Agreement shall be transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in all material respects on any respect and are in full force and effect as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.; (c) Except for the collectibility A copy of the Referenced Account resolutions approving this Amendment, and authorizing the occurrence transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the Goul▇ ▇▇▇ntduly authorized Secretary of such Guarantor, no event certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or development shall Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have occurred since not been amended, modified or revoked in any respect and are in full force and effect as of the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect.hereof; (d) All corporate Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and legal proceedings expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments executed or delivered in connection with contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment shall be satisfactory in form or any document executed and substance satisfactory delivered to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authoritiesor therewith. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the sole discretion date of satisfaction or waiver thereof the Lenders or waived by “Amendment Date”):1 a. the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have Investor has received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit D, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received (i) a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & ▇▇▇▇▇▇ LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; 1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted. e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***]; k. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to ); and l. the defaults described Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effectcash equivalent investments. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than July 18, 2014 (“Amendment Date Conditions Precedent” and the sole discretion date of satisfaction or waiver thereof the Lenders or waived by “Amendment Date”): a. the Lenders, for whose sole benefit such conditions exist: (a) The Agent and Investor has received fully executed copies of each of the Lenders shall have [***] Guaranty, PPA-D, the Site Lease related to PPA-D, the [***] Consent, and Assignment and Assumption Agreement #2, each in form and substance reasonably satisfactory to the Investor, and each such [***] Guaranty, PPA-D, Site Lease and [***] Consent is in full force and effect; b. the Investor has received a fully executed counterpart or original copies of this Amendment and an amendment to the MESPSA in the form attached hereto as Exhibit D (the “MESPSA Amendment.”), or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; c. the Investor has received (bi) Upon a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, substantially in the effectiveness form of Annex 8-A to the ECCA but covering only the enforceability of this Amendment and the MESPSA Amendment, (ii) a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the enforceability of PPA-D, the Site Lease related to PPA-D and the [***] Consent and (iii) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel, covering only the enforceability of the [***] Guaranty; d. the Investor has received an update of the Insurance Report with respect to PPA-D and any Facility contemplated thereunder, in form and substance reasonably satisfactory to it, and a letter executed by the Insurance Consultant permitting the Investor to rely on such Insurance Report, if not addressed to the Investor; e. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; f. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Company, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of the Facility Company, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Company, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Company, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Company as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; g. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into in connection with the [***] Guaranty, PPA-D, the related Site Lease and the [***] Consent; h. the Investor has received reasonably satisfactory evidence that the Facilities to be installed pursuant to PPA-D and the related Site Lease are the same in all material respects as the Facilities included in the Independent Engineer Report; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to ); and k. the defaults described Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effectcash equivalent investments. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than April 7, 2015 (“Amendment Date Conditions Precedent” and the sole discretion date of satisfaction or waiver thereof the Lenders or waived by “Amendment Date”): a. the Lenders, for whose sole benefit such conditions exist: (a) The Agent and Investor has received fully executed copies of each of the Lenders shall have [***] Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C, each in form and substance reasonably satisfactory to the Investor, and each such [***] Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C is in full force and effect; b. the Investor has received a fully executed counterpart or original copies of this Amendment.Amendment and an amendment to the MESPSA in the form attached hereto as Exhibit C, or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; (b) Upon c. the effectiveness Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; d. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the [***] Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C; e. the Class B Member shall have paid (or caused to have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing, with respect to, Transaction Expenses for all services rendered and billed prior to the Amendment Date; and f. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect). (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until is subject to the prior fulfillment of each of the following conditions conditions: (i) the Administrative Agent shall have been satisfied in the sole discretion received, on behalf of the Lenders or waived by consenting to the Lenders, for whose sole benefit such conditions exist: (a) The Agent terms and each of the Lenders shall have received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness provisions of this Amendment, all representations and warranties set forth in an amendment fee equal to 0.50% of such Lenders' Commitments, after giving effect to the Loan Agreement shall be true and correct in all material respects on and as reduction of the effective date hereof, except for Revolving A Commitment contemplated by Section 15 hereof and the prepayments contemplated by Section 17 hereof (x) such inducing representations and warranties that were only required amount to be true and correct as of a prior dateallocated according to their respective Commitment Ratios), (y) payable to such representations and warranties as relate to the defaults described in clause Lenders which have executed this Amendment on or before July 9, 2003; (ii) hereof and (z) such representations and warranties as relate the Administrative Agent shall have received, on behalf of the Lenders consenting to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, terms and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3, an amendment fee equal to 0.375% of such Lenders' Commitments, after giving effect to the reduction of the Revolving A Commitment contemplated by Section 15 hereof and the prepayments contemplated by Section 17 hereof (such amount to be allocated according to their respective Commitment Ratios), payable to such Lenders which have executed this Amendment after July 9, 2003 but on or before July 15, 2003; (iii) the Term Loans and the Revolving B Loan shall have been prepaid in the amount of $400,000,000, such amount to be applied to the Term A Loans, Term B Loans and Revolving B Loans in the order of maturity (i.e., to earliest maturities first) as follows: Term A Loans $150 million Term B Loans $100 million Revolving B Loans $150 million; and (iv) the Majority Lenders shall have executed and delivered this Amendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness of this Amendment, all representations and warranties set forth in the Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the sole discretion date of satisfaction or waiver thereof the Lenders or waived by “Amendment Date”): a. the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have Investor has received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit A, an amendment to the MESPA in form attached hereto as Exhibit B and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit C, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received a legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of the legal opinion delivered pursuant to Section 6.1(c) of the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & ▇▇▇▇▇▇ LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $[***] k. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to ); and l. the defaults described Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effectcash equivalent investments. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existAmendment Date: (a) The Agent and a. the Investor has received fully executed copies of each of the Lenders shall have [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3, each in form and substance reasonably satisfactory to the Investor, and each such [***] PPA, [***] Consent and Assignment and Assumption Agreement #3 is in full force and effect; b. the Investor has received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness copies of this Amendment, an amendment to the MESPSA in the form attached hereto as Exhibit D, or otherwise in form and substance reasonably satisfactory to the Investor, and an amendment to the Interparty Agreement, in the form attached hereto as Exhibit E, or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; c. the Investor has received a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, substantially in the form of Annex 8-A to the ECCA but covering only the enforceability of the documents described in Sections 8(a) and 8(b) above; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; e. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3; f. the Investor has received an update of the annual operating budget for the Facility Company to include the Facilities to be installed pursuant to the [***] PPA; g. the Class B Member shall have paid (or caused to have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing, with respect to, Transaction Expenses for all services rendered and billed prior to the Amendment Date; h. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalents, and i. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect). (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existAmendment Date: (a) The Agent and a. the Investor has received fully executed copies of each of the Lenders shall have [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3, each in form and substance reasonably satisfactory to the Investor, and each such [***] PPA, [***] Consent and Assignment and Assumption Agreement #3 is in full force and effect; *** Confidential Treatment Requested b. the Investor has received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness copies of this Amendment, an amendment to the MESPSA in the form attached hereto as Exhibit D, or otherwise in form and substance reasonably satisfactory to the Investor, and an amendment to the Interparty Agreement, in the form attached hereto as Exhibit E, or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; c. the Investor has received a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, substantially in the form of Annex 8-A to the ECCA but covering only the enforceability of the documents described in Sections 8(a) and 8(b) above; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; e. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the [***] PPA, [***] Consent, and Assignment and Assumption Agreement #3; f. the Investor has received an update of the annual operating budget for the Facility Company to include the Facilities to be installed pursuant to the [***] PPA; g. the Class B Member shall have paid (or caused to have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing, with respect to, Transaction Expenses for all services rendered and billed prior to the Amendment Date; h. the Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in cash equivalents, and i. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect). (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be become effective unless and until as of the Third Amendment Effective Date upon satisfaction of each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existconditions: (a) The Agent Each of Servicer, Borrower, the Lenders, Agent, and each of the Lenders Trustee shall have received a fully executed counterpart or original of and delivered to the Agent this Amendment.Amendment and such other documents as the Agent may reasonably request; (b) Upon the effectiveness Parent shall have executed a reaffirmation of this Amendment, all representations and warranties set forth guaranty in the Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.form attached hereto; (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development Borrower shall have occurred since the date of delivery executed and delivered to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have Agent a Material Adverse Effect. (d) All corporate second amended and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory restated Agent Fee Letter, in form and substance satisfactory to Agent; (d) Agent shall have received, in accordance with the Lenders terms and their counselconditions of the second amended and restated Agent Fee Letter, any and all fees due and payable to Agent, for its sole and separate account, as a result of the transactions contemplated by this Amendment, which fees Borrower hereby agrees (i) may be designated as Advances under the Loan Agreement, and (ii) may be charged to the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities.Loan Account as Obligations; (e) The Lender Borrower shall have delivered to Agent updated pro forma Projections in accordance with Section 9.12(c) of the Loan Agreement for Servicer, Borrower and Borrower’s Subsidiaries evidencing compliance on a pro forma basis with Sections 6.1(q), 6.1(r), and 6.1(s) of the Loan Agreement, for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the Third Amendment Effective Date; (f) Agent shall have received such further agreementsa certificate from an authorized representative of Borrower and Servicer attesting to the resolutions adopted by the Board of Directors of Parent, consentsas (i) sole member of Servicer, instruments and documents (ii) designated manager of Borrower, authorizing the execution, delivery and performance by Borrower and Servicer of this Amendment and the other Loan Documents to be delivered in connection herewith; (g) Citizens shall have received (i) an amended and restated Revolving Credit Note, in form and substance satisfactory to Citizens, reflecting the Increase to Citizens’ Commitment as may be necessary or proper in the reasonable opinion of the LendersThird Amendment Effective Date, (ii) an amended and restated fee letter, in form and substance satisfactory to Citizens, and (iii) in accordance with the Agent terms and their counsel conditions of the amended and restated fee letter for Citizens, any and all fees due and payable to carry out Citizens, for its sole and separate account, as a result of the provisions terms and purposes conditions of this Amendment. 3, which fees Borrower hereby agrees (A) may be designated as Advances under the Loan Agreement, and (B) may be charged to the Loan Account as Obligations; and (h) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the sole discretion date of satisfaction or waiver thereof the Lenders or waived by “Amendment Date”): a. the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have Investor has received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit A, an amendment to the MESPA in form attached hereto as Exhibit B and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit C, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; b. the Investor has received a legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of the legal opinion delivered pursuant to Section 6.1(c) of the ECCA but covering only the documents described in Section 8(a) above and the related transactions; c. the Investor has received a bring down of the tax opinion from Winston & ▇▇▇▇▇▇ LLP, which opinion shall be in form and substance reasonably satisfactory to it; d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Guarantor authorizing and approving the execution of this Amendment, the amendments to the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Amendment Date and (v) formation documents certified by a secretary or an assistant secretary as of the Amendment Date, in each case, unless otherwise noted, of the Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; f. the Investor has received an update of the Base Case Model in form and substance reasonably satisfactory to it; g. the Investor has received an update of the annual budget for the Facility Company; h. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date; i. the Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing to with respect to Transaction Expenses for all services rendered and billed prior to the Amendment Date; j. the Class B Member shall have paid (or caused to be paid) a fee to the Investor in consideration of the extension and other accommodations granted by this Amendment in the amount of $500,000. k. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to ); and l. the defaults described Investor has received reasonably satisfactory evidence that the Guarantor maintains $[***] in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effectcash equivalent investments. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be become effective unless and until (the “Eighth Amendment Effective Date”) upon satisfaction of each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existconditions: (a) The Each Borrower, the Loan Party Obligors, the Lenders and Agent shall have executed and delivered to the Agent this Amendment and such other documents as the Agent may reasonably request; (b) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that each of the Lenders conditions precedent set forth in Section 4 of the Loan Agreement have been satisfied; (c) Agent shall have received any and all fees due and payable to Agent as a result of the transactions contemplated by this Amendment (including, but not limited to, a $375,000 amendment fee which shall be payable and net settled on the date of this Amendment and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273-2(g)(2) for US federal income tax purposes); (d) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent; (e) Agent shall have received a final fully executed copy of the Seventh Amendment to Term Loan Agreement; (f) Agent shall have received evidence satisfactory to Agent as of the date hereof that Borrowers have received equity in the aggregate amount of $30,000,000; (g) Agent shall have received a fully executed counterpart or original copy of this Amendment. (b) Upon the effectiveness of this Amendmentthat certain Consent and Second Amendment to Amended and Restated Intercreditor Agreement, all representations and warranties set forth in the Loan Agreement shall be true and correct in all material respects on and dated as of the effective date hereof, except for by and between Agent and Term Agent; (xh) such inducing representations Agent shall have received a fully executed copy of the Amended and warranties that were only required to be true and correct Restated Revolving Note dated as of a prior datethe date hereof; (i) Agent shall have received for each Borrower and Loan Party Obligor, such Person’s (yA) charter (or similar formation document), certified by the appropriate Governmental Authority; (B) good standing certificates in its state of incorporation (or formation) and in each other state requested by Agent; (C) bylaws (or similar governing document); (D) resolutions of its board of directors (or similar governing body) approving and authorizing such representations Person’s execution, delivery and warranties as relate performance of the Loan Documents to which it is party and the defaults described in clause (ii) hereof transactions contemplated thereby; and (zE) such representations signature and warranties as relate to incumbency certificates of its officers executing any of the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent Loan Documents (it being understood that such event constitutes the Goul▇ Agent and L▇▇▇nt▇▇▇ may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.effect without modification; (cj) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel Agent shall have received all information and certified copies of Uniform Commercial Code search reports dated a date reasonably near to the date hereof, listing all documents effective financing statements which the Lenders name any Borrower and their counsel Loan Party Obligor as debtors and such other Uniform Commercial Code termination statements as Agent may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities.reasonably request; (ek) The Lender Agent shall have received such further agreementsopinions of counsel for each Borrower and Loan Party Obligor, consentsincluding local counsel reasonably requested by Agent; and (l) Agent shall have received each document (including Uniform Commercial Code financing statements) required under law or reasonably requested by Agent to be filed, instruments and documents as may be necessary registered or proper recorded in order to create in favor of Agent, for the reasonable opinion benefit of the Lenders, a perfected Lien on the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3collateral described therein, in proper form for filing, registration or recording.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless and until the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions shall have been satisfied in not later than April 7, 2015 (“Amendment Date Conditions Precedent” and the sole discretion date of satisfaction or waiver thereof the Lenders or waived by “Amendment Date”): a. the Lenders, for whose sole benefit such conditions exist: (a) The Agent and Investor has received fully executed copies of each of the Lenders shall have AT&T Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C, each in form and substance reasonably satisfactory to the Investor, and each such AT&T Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C is in full force and effect; b. the Investor has received a fully executed counterpart or original copies of this Amendment.Amendment and an amendment to the MESPSA in the form attached hereto as Exhibit C, or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; (b) Upon c. the effectiveness Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8; d. the Investor has received fully executed copies of the amendments to the Financing Documents that have been executed as of such date, which shall include an amendment to the Credit Agreement entered into, in connection with the AT&T Guaranty, [***] PPA, Site Lease related to [***] PPA, and Amendment No. 2 to Energy System Use Agreement No. 20130430.078.C; e. the Class B Member shall have paid (or caused to have been paid) or shall have made arrangements in the manner reasonably satisfactory to the payee for the payment of all outstanding amounts due, as of the Amendment Date, and owing, with respect to, Transaction Expenses for all services rendered and billed prior to the Amendment Date; and f. each of the representations and warranties set forth in the Loan Agreement shall be ECCA and the other Investment Documents as amended by this Amendment and the other documents contemplated hereby (other than those made as of a later date) is true and correct in all material respects on and as of the effective date hereofAmendment Date (unless such representation or warranty relates solely to an earlier date, except for (x) such inducing representations and warranties that were only required to be in which case it shall have been true and correct in all material respects as of a prior such earlier date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect). (c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. 3