Common use of Conditions Precedent to the Closing Date Clause in Contracts

Conditions Precedent to the Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The obligation of each Lender under this Agreement is subject to satisfaction of each the following conditions precedent: (a) each Original Lender shall not become effective until the date on which have received each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from documents, each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect prior to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of in each Loan Partycase, as the case may be, in form and each amendment thereto on file in such office and certifying that such amendments are the only amendments substance reasonably satisfactory to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.Original Lender: (i) The Administrative Agent shall have received a certificate or certificates duly executed counterparts of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) abovethis Agreement, (B) a true the Fee and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing DateRatio Letter, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beSecurity Agreement, (D) each Control Agreement to which an Original Lender is a party, (E) each Issuer Agreement to which an Original Lender is a party and (F) the truthGuarantee Agreement; (ii) certificates of the Guarantor and each Borrower, in all material respects each dated as of the Closing Date and executed by a Responsible Officer of such Person, which shall (except that A) certify the resolutions of such Person’s Board of Directors authorizing the execution, delivery and performance of the Margin Loan Documentation to which such Person is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Margin Loan Documentation to which such Person is a party and (C) contain appropriate attachments, including the Organization Documents of such Person (including the certificate of formation of such Person certified by the relevant authority of the jurisdiction of organization of such Person) and a long-form good standing certificate for such Person from its jurisdiction of organization; (iii) solvency certificates with respect to the Borrowers, taken as a whole, and Guarantor from a Responsible Officer thereof. (iv) a favorable opinion of counsel to each Borrower addressed to each Original Lender and Administrative Agent; (v) the results of a recent lien and judgment search in each caseof the jurisdictions where assets of Borrowers are located, and such materiality qualifier search shall not reveal no liens or judgments on any of the assets of Borrowers except for Permitted Liens; (vi) any form requested by any Original Lender necessary to comply with Regulation T, Regulation U, or Regulation X, or any other provisions of the regulations of the FRB, including Form U-1; (vii) proper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be applicable necessary to any representations perfect the security interest purported to be created by the Security Agreement; (viii) evidence that the Collateral Accounts have been established by Borrowers, the Collateral Accounts are standing with and warranties that are already qualified subject to a pledge in favor of the Applicable Lenders and the security entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or modified by “materiality,” “Material Adverse Effect” or similar language in delivered to the text thereofCollateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than Existing Transfer Restrictions), and constituting Acceptable Collateral by book entry transfer through DTC as depositary; (ix) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; (x) an instruction letter by a Responsible Officer of each Borrower, which shall identify the standard settlement instructions and the relevant account(s) to which any applicable payments, deliveries or transfers shall be made pursuant to the Margin Loan Documentation; and (xi) such other certificates or documents as any Original Lender reasonably may require; (b) all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be paid under the Margin Loan Documentation, including the Upfront Fee and counsel fees invoiced prior to the Closing Date, shall have been paid; (c) each of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) Article 3 or in any other Margin Loan Documentation shall be true and (u), as though made correct on and as of the Closing Datedate hereof, and (E) the absence, as of the Closing Date, of any Default or Event of Default; the First Increase Effective Date, the Second Increase Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date and (ii) each the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such certifications shall be true.earlier date; (fd) The Administrative Agent the Collateral Requirement shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date.been satisfied in all respects; (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agente) all documentation applicable “know your customer” and other information that is account opening documentation required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding the information described in Section 9.15, without limitationshall have been provided by Borrowers, and each Original Lender shall have completed all applicable “know your customer” procedures; and (f) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such Borrower, dated as of the ActClosing Date, which shall contain representations that the conditions set forth in Section 4.01(c) and (d) have been satisfied.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of the date on which each of Lender to enter into the Loan Documents is subject to the satisfaction or the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) Lender shall have received from each party thereto either (i) received, a counterpart written opinion of this Agreement signed on behalf of such party or (ii) written evidence counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Lender shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(di) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a the certificate of incorporation or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporationformation, dated reasonably near the Closing Dateas applicable, (i) listing the charters including all amendments thereto, of each Loan Party, certified as of a recent date by the case may beSecretary of State of the state of its organization, and each amendment thereto on file in such office and certifying that such amendments are a certificate as to the only amendments to good standing of each Loan Party’s charterParty as of a recent date, as the case may be, on file in from such office, Secretary of State; and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf by an officer of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated as of the Closing Date, Date and certifying as to (A) that attached thereto is a true and complete copy of the absence operating agreement or bylaws of any amendments each Loan Party as in effect on the Closing Date and at all times since a date prior to the charter of such Loan Party, as the case may be, since the date of the certificates referred to resolutions described in paragraph clause (dB) abovebelow, (B) that attached thereto is a true and correct complete copy of resolutions duly authorizing the bylaws execution, delivery and performance of each the Loan PartyDocuments and the borrowings hereunder, as the case may beand that such resolutions have not been modified, as rescinded or amended and are in full force and effect on the Closing Date, (C) that the absence certificate of any proceeding for incorporation or formation, as applicable of each Loan Party has not been amended since the dissolution or liquidation date of the Borrower or any Guarantorlast amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, as the case may be, and (D) as to the truthincumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in all material respects this Section 4.2 and confirming that: (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of i) the representations and warranties set forth in Section 4.01(aArticle III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) through (p), inclusive, (r), (s) on and (u), as of the Closing Date with the same effect as though made on and as of such date, except to the Closing Dateextent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (Eii) the absence, as of the Closing Date, of any no Default or Event of Default; Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) each Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of such certifications shall be trueArticles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Administrative Agent Lender shall have received a certificate of received, to the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized extent requested in writing at least ten (10) Business Days prior to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Administrative Agent Merger Agreement shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP be in full force and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requesteffect. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date obligations of the Lenders to make Loans hereunder on which each the Closing Date are subject to the satisfaction (or waiver by the Required Lenders) of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of such each party hereto and thereto (including via any electronic means) or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission of a signed signature page of this Agreementimaging transmission) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative AgentBorrower, the Arrangers and of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A., counsel for certain Loan Parties, in each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters case (i) dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received certified copies representations and warranties of the resolutions Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan PartyClosing Date; provided that, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments representations and warranties specifically refer to each Loan Party’s charteran earlier date, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent they shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a be true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except as of such earlier date; provided, further, that in each case, such materiality qualifier shall not be applicable any representation and warranty that is qualified as to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in the text thereof), of the representations all respects on such respective dates. (d) Immediately prior to and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of immediately after the Closing Date, and (E) the absence, as of the Closing Date, of any no Default or Event of Default; Default shall have occurred and be continuing. (iie) each The making of such certifications Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be trueenjoined, temporarily, preliminarily or permanently. (f) The Administrative Agent shall have received a certificate Borrower and New Pyxus Topco hereby agree that the release of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true their signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and the other Credit Documents to be delivered hereunder on or before the Closing Date(e) of this Section 4.01. (g) The Administrative Agent shall have received from each a notice of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPsuch Borrowing as required by Section 2.03. (h) Subject to Section 5.15, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (hi) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least ten business days three Business Days prior to the Closing Date Date, to the extent requested at least five Business Days prior to the Closing Date, (or such later date approved by the Administrative Agenti) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, without limitationa customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the ActCollateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The effectiveness of this Agreement, and the date on which obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit, and the occurrence of the Closing Date, is subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Joint Lead Arrangers and the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent timely requested by such Lenders, pursuant to Section 2.16. (cii) The Administrative Agent shall have received certified a copy of this Agreement duly executed and delivered by each party thereto. (iii) Certified copies of (A) the resolutions of the Board board of Directors directors or of the members or managers of the Borrower approving the execution, delivery and performance of this Agreement and each other Loan Party approving this AgreementDocument, and of (B) all documents evidencing other necessary corporate action and governmental and regulatory other third party approvals and consents, if any, with respect to this AgreementAgreement and the other Loan Documents. (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporationincorporation or organization of the Borrower, dated reasonably near the Closing Date, certifying (iA) listing as to a true and correct copy of the charters charter, articles of each Loan Partyincorporation or articles of organization, as the case may be, be (“Organizational Documents”) of the Borrower and each amendment thereto on file in such Secretary’s office and certifying (B) that (1) such amendments are the only amendments to each Loan Partythe Borrower’s charter, as the case may be, Organizational Documents on file in such Secretary’s office, (2) if applicable, the Borrower has paid all franchise taxes to the date of such certificate and (iiC) stating, the Borrower is duly incorporated or organized and in the case of each Loan Party, that such Loan Party is authorized to transact business good standing or presently subsisting under the laws of the State of the jurisdiction of its place of formationincorporation or organization. (iv) The Administrative Agent shall have received a A certificate or certificates of each of each Loan Partythe Borrower, signed on behalf of each Loan Party respectively, the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereofOfficer, dated the date of the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter Organizational Documents of such Loan Party, as the case may be, Borrower since the date of the certificates Secretary of State’s certificate referred to in paragraph (d) aboveSection 3.01(a)(iv), (B) a true and correct copy of the bylaws of each Loan Partyor operating agreement, as applicable, of the case may be, Borrower as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Closing Date, (C) the due incorporation/organization and good standing or valid existence of the Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beBorrower, (D) (x) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), truth of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) and (u), the Loan Documents as though made on and as of the date of the Closing Date and (y) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be truecurrent Debt Ratings. (fvi) The Administrative Agent shall have received a A certificate of a Responsible Officer of the Secretary or an Assistant Secretary of each Loan Party Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is or is to be a party and the other Credit Documents documents to be delivered hereunder on or before the Closing Dateand thereunder. (gvii) The Administrative Agent shall have received from each A favorable opinion of B▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP counsel for the Loan PartiesBorrower, a favorable opinion, each in substantially in the form attached of Exhibit D hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent or the Joint Lead Arrangers may reasonably request. (hviii) Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.12 hereof. (b) There has been no event or condition since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document, and there shall have been no adverse change in the status, or financial effect on, the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (d) The Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Administrative Agent and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (ii) all accrued and unpaid interest, fees, expenses, and reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (e) All advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full. The commitments under the Existing Credit Agreement shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for in a manner acceptable to the Administrative Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Administrative Agent), and all Liens and guaranties supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (f) The Administrative Agent and the Lenders Lender Parties shall have received, at least ten business three (3) Business Days prior to the Closing Date, an executed Certificate of Beneficial Ownership (in form and substance acceptable to the Administrative Agent and each Lender Party), and shall have received, at least three (3) Business Days prior to the Closing Date all other documentation and other information requested at least seven (7) days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the in connection with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the Patriot Act.

Conditions Precedent to the Closing Date. This Agreement The occurrence of the Closing Date and the obligation of the Lenders to make the Term Loans hereunder shall not become effective until be subject to the date on which prior satisfaction by Borrower of each of the following conditions is satisfied to the satisfaction of Administrative Agent, the Lenders and the Hedge Counterparties (or unless waived in accordance writing by Administrative Agent with Section 11.02).the consent of all Lenders): (a) The Administrative Agent (or its counsel) If a Lender shall request, such Lender shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementTerm Loan Note. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Borrower shall have received all fees required to be paid by delivered the Closing Date (including, without limitation, all fees owing on the Closing Date under Notice of Term Loan Borrowing in accordance with Section 2.12(d) hereof2.1(a)(ii), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent All representations and warranties of the Borrower under Article 4 are true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have received certified copies been true and correct in all material respects as of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreementsuch earlier date). (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any No Default or Event of Default; Default has occurred and (ii) each is continuing as of the date of such certifications shall be trueBorrowing or will result from the funding of the Term Loans. (e) No event or circumstance having a Material Adverse Effect has occurred (except as is no longer continuing or has been waived by the Majority Lenders). (f) The Administrative Agent Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and no material defaults shall have received a certificate occurred thereunder, to the knowledge of the Secretary Borrower (solely with respect to any act, omission or an Assistant Secretary other default of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the any party thereto other Credit Documents to be delivered hereunder on or before the Closing Date. than Borrower). (g) The Administrative Agent shall have received from each a certificate, dated as of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthe Closing Date, counsel for the Loan Partiessigned on behalf of Borrower by a Responsible Officer thereof, a favorable opinion, each in substantially in the form attached hereto as of Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requestG-6. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The obligation of each Lender to make Loans and the effectiveness of this Agreement shall not become effective until are subject to the date on which prior satisfaction of each of the following conditions is satisfied conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or waived in accordance with Section 11.02).prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from Delivery to the Agents of each party thereto either of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory to the Administrative Agent CADA; (which may include facsimile or electronic transmission of iii) the Member Pledge; (iv) the Security Agreement; (v) the Fee Letters; and (vi) the Notes (if requested by a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender). (b) The Lenders, the Administrative Agent, the Arrangers Each representation and each other Person entitled to the payment warranty set forth in Section 4.1 is true and correct in all material respects as of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date, (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date). (c) The Administrative Agent As of the Closing Date, no event shall have received certified copies occurred and be continuing or would result from the consummation of the resolutions transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to Default under this Agreement. (d) The Delivery to the Administrative Agent shall have received and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction signed by each of its incorporation, respective [***] 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. authorized Responsible Officers and dated reasonably near as of the Closing Date, (i) listing attaching and certifying as to the charters Organizational Documents of each Loan such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, as the case may begood standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and ; (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf from a Responsible Officer of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence representations and warranties made by such Loan Party (and in the case of any amendments the Borrower, for each Funded Subsidiary that is a party to a Financing Document) in each Financing Document to which it is a party being true and correct in all material respects as of the charter Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) aboveearlier date), (B) the absence of a true and correct copy Default or an Event of the bylaws of each Loan Party, as the case may be, as in effect on the Closing DateDefault, (C) the absence of any proceeding for the dissolution or liquidation material breach by any Funded Subsidiary (unless indentified as a Watched Asset) of the Borrower or any Guarantor, as the case may beProject Documents to which it is a party, (D) the truthabsence of a Bankruptcy Event with respect to each of SolarCity, in all material respects each Loan Party and each Funded Subsidiary (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofunless identified as a Watched Asset), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u)E) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) an opinion, as though made on and dated as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, counsel for to the Loan Parties, a favorable in form and substance reasonably acceptable to the Agents and each Lender; and (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requestLender. (he) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. The Borrower shall have properly delivered or caused to be delivered to 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. Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the Borrower along with blank transfer powers and proxies. (h) All amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Agents and Lenders shall have received, at least ten business days prior to the Closing Date (or received all such later date approved documentation and information requested by the Administrative Agent) all documentation Agents and other information the Lenders that is required by necessary (including the regulatory authorities under names and addresses of the applicable Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower, the Member or owners thereof) for the Agents and the Lenders to identify the Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and anti-money-laundering rules similar regulations thereunder). (j) All Accounts required to be open as of the Closing Date under the CADA shall have been opened. (k) The expenses incurred and regulationsinvoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.4. (l) The Borrower shall have delivered unaudited financial statements of the Borrower in form and substance satisfactory to the Administrative Agent in its sole discretion. (m) The Borrower shall have obtained all approvals (to the extent required to have been obtained by such time) and all consents of any Persons or modifications to Project Documents or Organizational Documents of any putative Subject Fund, includingin each case that are necessary for its entry into the Financing Documents to which it is a party and implementation of the transactions contemplated in the Financing Documents, without limitation, each of which is listed on Schedule 3.1(m). Each of the Actforegoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent.

Conditions Precedent to the Closing Date. This The obligation of each Lender to make Loans and the effectiveness of this Agreement shall not become effective until are subject to the date on which prior satisfaction of each of the following conditions is satisfied conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or waived in accordance with Section 11.02).prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from Delivery to the Agents of each party thereto either of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory the CADA; (iii) the Member Pledge; (iv) the Security Agreement; (v) the Fee Letters; (vi) the Tax Equity Required Consents (if any); (vii) the LLC Agreements (amended and restated to comply with the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page provisions of this Agreement, as necessary); and (viii) that such party has signed the Notes (if requested by a counterpart of this AgreementLender). (b) The LendersEach representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date, the Administrative Agentother than those representations and warranties which are modified by materiality by their own terms, the Arrangers which shall be true and each other Person entitled to the payment correct in all respects as of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (includingunless such representation or warranty relates solely to an earlier date, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for in which invoices case it shall have been presented on or before the Closing Datetrue and correct in all material respects as of such earlier date). (c) The Administrative Agent As of the Closing Date, no event shall have received certified copies occurred and be continuing or would result from the consummation of the resolutions transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to Default under this Agreement. (d) The Delivery to the Administrative Agent shall have received and each Lender of the following: (i) an omnibus secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from Borrower Member, signed by an authorized Responsible Officer and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each Loan PartyParty (which, to the extent generally available in the relevant jurisdictionfiled with a Governmental Authority, a copy shall be certified as of a certificate or certificates recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters governing body of each Loan Party, as the case may begood standing, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to existence or its equivalent of each Loan Party’s charter, as Party and of the case may be, on file in such office, and (ii) stating, in the case incumbency of one or more Responsible Officers of each Loan Party, that such Loan Party is authorized to transact business under ; *** Confidential treatment has been requested for the laws of portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the jurisdiction of its place of formation.Commission (iii) The Administrative Agent shall have received a an certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, executed by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated of the Closing Date, Borrower certifying as to (A) the absence representations and warranties made by each Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of any amendments the Closing Date (unless such representation or warranty relates solely to the charter an earlier date, in which case it shall have been true and correct in all material respects as of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) aboveearlier date), (B) the absence of a true and correct copy Default or an Event of the bylaws of each Loan Party, as the case may be, as in effect on the Closing DateDefault, (C) the absence of any proceeding for the dissolution (x) material breach by any Loan Party of any Material Project Documents to which it is a party or liquidation (y) breach of the Borrower or any Guarantor, as the case may beOther Documents that could have a Material Adverse Effect, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable absence of any Bankruptcy Event with respect to any representations Loan Party and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language any Subject Fund in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Datewhich such Loan Party owns an interest, and (E) the absencesatisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) a certificate executed by a Responsible Officer of the Borrower certifying to (A) the absence of a Default or an Event of Default with respect to Borrower Member or Vivint Solar Parent, (B) the absence of any Bankruptcy Event with respect to Borrower Member or Vivint Solar Parent; (iv) an opinion, dated as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for to the Loan Parties, a favorable in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each substantially Lender. (e) The Collateral Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates representing the Equity Interests of the Borrower, the Equity Interests of each Managing Member and each Equity Interest owned by any Managing Member in the form attached hereto as Exhibit B another Person accompanied, in each case, by undated stock powers executed in blank and as (y) documents and instruments to such other matters as any Lender through be recorded or filed that the Administrative Agent may deem reasonably requestnecessary to perfect, record and file in the appropriate jurisdictions. (hf) The Administrative Agent and the Lenders Collateral Agent shall have receivedreceived (A) searches of UCC filings in the jurisdiction of incorporation or formation, at least ten business days prior as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date (or such later date approved shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Collateral *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.Commission

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make an Advance (including a Swing Line Advance), and the obligation of each Issuing Bank to Issue each Letter of Credit, in each case, on the Closing Date shall not become effective until the date on which be subject to satisfaction of each of the conditions set forth in Section 5.03 below and the following conditions is satisfied (precedent in each case on or waived in accordance with Section 11.02).prior to December 31, 2020: (a) The Administrative Agent (or its counsel) Effective Date shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementoccurred. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received all fees required the following in form and substance reasonably satisfactory to the Agent: (i) The notes to the order of the Lenders to the extent requested by any Lender no later than three Business Days prior to the Closing Date pursuant to Section 4.04(d). (ii) Duly executed copies of (A) the U.S. Security Agreement, to be paid by dated the Closing Date, and all exhibits and schedules thereto, (B) the Canadian Security Agreements, to be dated the Closing Date (including, without limitation, all fees owing on provided that the deed of movable hypothec may be dated prior to the Closing Date under Section 2.12(d) hereofDate), and all expenses for which invoices have been presented on or before exhibits and schedules thereto, and (C) the Intellectual Property Security Agreements, to be dated the Closing DateDate in form and substance reasonably satisfactory to Agent, and all exhibits and schedules thereto. (ciii) The Administrative Agent shall have received certified Certified copies of the resolutions of the Board of Directors (or persons performing similar functions) of each Loan Party approving this Agreement, transactions of the type by each of the Loan Documents to which it is or is to be a party on the Closing Date (or a certificate of the Secretary or an Assistant Secretary of Lead Borrower certifying such resolutions delivered on the Effective Date pursuant to Section 5.01(a)(ii) remain in full force and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreementeffect). (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public officialequivalent Governmental Authority) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters organization of each U.S. Loan PartyParty listing (or, as regards a Canadian Guarantor, a certificate of the case may be, Secretary or an Assistant Secretary of each Canadian Guarantor certifying a copy of) the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such office Secretary of State (or such Governmental Authority) (or certifying that there have been no changes to such Person’s certificate or articles of incorporation (or similar constitutive document) since the Effective Date) and (A) certifying that such amendments are the only amendments to each Loan Partysuch Person’s charter, as the case may be, certificate or articles of incorporation (or similar constitutive document) on file in such office, and (iiB) statingas regards U.S. Loan Parties, certifying if customarily available in the case of each Loan Partysuch jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) as regards U.S. Loan Party Parties, certifying that such Person is authorized to transact business duly organized and is in good standing under the laws of the jurisdiction of its place organization. The Canadian Guarantors shall deliver a certificate as to the good standing (or local equivalent) of formationeach Canadian Guarantor (to the extent available in the relevant jurisdiction) as of a recent date, from the applicable Governmental Authority in the jurisdiction of organization, incorporation or formation of such Canadian Guarantor). (iv) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is a party and the other Credit Documents documents to be delivered hereunder (or certifying no change to the certificate delivered on or before the Closing DateEffective Date pursuant to Section 5.01(a)(v)). (gvi) The Administrative Agent shall have received from each A favorable opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for to the Loan Parties, in each case in a favorable opinionform reasonably acceptable to the Agent and addressed to the Agent, the Issuing Banks and each substantially of the Lenders. (vii) Except to the extent that the Agent reasonably agrees that such conditions may be satisfied within a post-closing period to be set forth on Schedule 7.01(p) (which may be supplemented on the Closing Date with the approval of the Agent, not to be unreasonably withheld, conditioned or delayed), (1) the Perfection Certificate and all agreements, documents, filings, recordations and lien searches reasonably necessary or requested by the Agent in connection with the creation, perfection and priority of the Liens in favor of the Agent, for the benefit of the Secured Parties, securing the Obligations shall have been duly executed, and/or made; (2) all filing and recording fees and taxes shall have been duly paid and (3) the Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by Holdings and its Subsidiaries. (viii) A certificate of a Responsible Officer of Lead Borrower to the effect set forth in Section 5.02(c), 5.02(d), 5.02(g), 5.03(a) and 5.03(b) below. (ix) A certificate of the chief financial officer of Holdings to the effect that, after giving effect to the Transactions and the incurrence of any Revolving Credit Advances made and Letters of Credit issued on the Closing Date, (x) Holdings and its Subsidiaries, on a Consolidated basis, are Solvent and (y) each of the Canadian Guarantors, on an individual basis, is Solvent. (c) There shall not have occurred since December 31, 2019 any event or condition that has had or could be reasonably expected, either individually or in the form attached hereto as Exhibit B aggregate, to have a Material Adverse Change. (d) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in any court or before any arbitrator or Governmental Authority that is reasonably likely to be adversely determined, and as if, adversely determined could reasonably be expected to such other matters as have a Material Adverse Effect. (e) Lead Borrower shall have paid all documented accrued fees and expenses of the Agent and the Lenders (including the documented accrued fees and expenses of counsel to the Agent). (f) The Refinancing shall have been (or substantially concurrently shall be) consummated. (g) After giving effect to (i) any Lender through Revolving Credit Advance funded on the Administrative Agent may reasonably requestClosing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to, the Closing Date, Availability plus the amount of cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries shall be not less than $150.0 million. (h) The Administrative Agent and the Lenders shall have receivedreceived a Borrowing Base Certificate dated the Closing Date, at least ten business days prior relating to the Closing Date (or such later date approved Fiscal Month ended on October 30, 2020, and executed by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Acta Responsible Officer of Lead Borrower.

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make Credit Extensions hereunder shall not become effective until on the date (such date, the “Closing Date”) on which each of the following conditions precedent is satisfied (or waived in accordance with Section 11.02).satisfied: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either of which shall be originals or facsimiles or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals) unless otherwise specified, each properly executed by a counterpart Responsible Officer of this Agreement signed on behalf the Borrower, each dated the Closing Date (or, in the case of such party or (iicertificates of governmental officials, a recent date prior to the Closing Date) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.Lenders: (i) The Administrative Agent shall have received a certificate or certificates executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) the favorable opinions of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPPLLC, special Tennessee counsel for to the Loan PartiesBorrower, (B) ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President, Transactions, SEC and Corporate Secretary to the Borrower and (C) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a favorable opinioncertificate, each substantially signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the form other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2012 that could reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached hereto thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as Exhibit B of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and (D) as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such other matters Credit Documents, and attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrower and its Subsidiaries is solvent; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any Lender through of the transactions contemplated hereby shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent may or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby. (c) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably requestbe expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.12. (e) Since December 31, 2012, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (f) The Borrower shall have paid (i) to the Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent, the L/C Agent, the Fronting Bank and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby. (g) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to received from the Closing Date (or such later date approved by the Administrative Agent) Borrower all documentation and other information requested by the Administrative Agent that is required by the regulatory authorities under the to satisfy applicable “know your customer” and anti-money-money laundering rules and regulations, including, including without limitation, limitation the PATRIOT Act. (i) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of each Lender to make its initial extension of credit hereunder and the date on which occurrence of the Closing Date is subject to the fulfillment (or waiver), to the reasonable satisfaction of the Agent and each Lender, of each of the following conditions is satisfied (or waived in accordance with Section 11.02).conditions: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or Agreement, (ii) written evidence satisfactory the Pledge and Security Agreement pursuant to which a Lien is granted on the Administrative Collateral in favor of the Agent, for the ratable benefit of the Lenders, and pursuant to which the Agent is authorized to file customary “all assets” UCC-1 financing statements; (which may include facsimile iii) the Commitment Letter; (iv) each other Loan Document, each duly executed and delivered by each party hereto or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.thereto; (b) The LendersAgent shall have received the written opinions, dated the Administrative AgentClosing Date, the Arrangers and each other Person entitled of counsel to the payment of fees or the reimbursement or payment of expensesLoan Parties, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to this Agreement and the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.other Loan Documents; (c) The Administrative Agent shall have received certified copies a certificate of the resolutions of the Board of Directors of status with respect to each Loan Party approving dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the applicable Governmental Authority, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.which certificates shall indicate that the applicable Loan Party is in good standing in such jurisdiction; (d) The Administrative Agent shall have received from a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower; (e) The Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other documents to be delivered by it in connection herewith and therewith; (f) The Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to each Loan Party executing this Agreement and the other Loan Documents not previously delivered to the Agent to which it is a party, certified by a Responsible Officer; (g) The Borrower shall have paid all expenses required to be reimbursed to the Agent pursuant to the terms of this Agreement in connection with the transactions (to the extent generally available invoiced at least three Business Days prior to the Closing Date) and all fees due on the Closing Date pursuant to the Commitment Letter; (h) The Arrangers shall have received the following (collectively, the “Historical Financial Statements”): (i) (A) audited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower, prepared in accordance with GAAP, for the two most recent fiscal years that shall have ended at least 60 days prior to the Closing Date; and (B) unaudited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower, prepared in accordance with GAAP, for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (A) above and at least 40 days prior to the Closing Date, in the relevant jurisdiction, a copy case of a clauses (A) and (B) above. The Arrangers hereby acknowledge that the Borrower’s public filing with the SEC of any required financial statements will satisfy the applicable requirements of this clause (i); (i) The Arrangers shall have received an officer’s certificate or certificates (as to the satisfaction of the Secretary closing conditions set forth in clause (j) of State this Section 3.1 and (B) a solvency certificate in the form of Exhibit F from the Borrower executed by its chief financial officer (or other appropriate public officialperson with equivalent responsibilities); (j) At the time of and upon giving effect to the borrowing and application of the jurisdiction of its incorporation, dated reasonably near Loans on the Closing Date, (i) listing the charters representations and warranties of each Loan Party, as Parties contained in this Agreement and the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each other Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent Documents shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a be true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects on and as of the Closing Date (except provided that, to the extent that in each case, such materiality qualifier shall not be applicable to any representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that are already is qualified or modified by as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in the text thereof), of the representations and warranties set forth in Section 4.01(aall respects on such respective dates) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications Default or Unmatured Event of Default shall have occurred and be continuing; (k) The Refinancing shall be true.consummated substantially concurrently with the initial funding of the Credit Facilities; (fl) The Administrative Agent shall have received a certificate (i) all filings and recordations that are necessary to perfect the security interests of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures Agent, on behalf of the officers of each Loan PartySecured Parties, as in the case may be, authorized to sign, and signing, this Agreement Collateral and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from evidence reasonably satisfactory to the Agent that upon such filings and recordations such security interests constitute valid and perfected First Priority Liens thereon (subject to Liens permitted by Section 6.2) and (ii) (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock power for each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP such certificate duly executed in blank by the registered owner thereof and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel (B) each original promissory note pledged pursuant to the Collateral Documents together with an undated allonge for each such promissory note duly executed in blank by the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request.holder thereof; (hm) The Administrative Agent and the Lenders Arrangers shall have received, at least ten business five days prior to the Closing Date (or such later date approved by the Administrative Agent) Date, all documentation and other information requested by it in writing to the Borrower at least 10 Business Days prior to the Closing Date that is required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, including without limitation the USA Patriot Act and the Beneficial Ownership Regulation (including, without limitationto the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification); (n) At least two (2) Business Days prior to the Closing Date, the ActBorrower shall have delivered to the Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof; and (o) The Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions reasonably requested by the Agent and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Liens other than Liens permitted pursuant to Section 6.2 have been, or will be simultaneously or substantially concurrently with the Closing Date, released (or arrangements reasonably satisfactory to the Agent for such release shall have been made).

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until the date on which each is subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be (x) properly executed by a duly authorized officer of the signing Loan Party, if and as applicable, (y) dated on or its counselbefore the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) shall have received from each party thereto either and (z) in form and substance reasonably acceptable to the Required Lenders, including: (i) this Agreement, executed and delivered by the Administrative Agent, the Borrower, each Guarantor and each Person that is a counterpart Lender as of this Agreement the Closing Date; (ii) the Agency Fee Letter, executed and delivered by the Agents and the Borrower; (iii) Notes, executed and delivered by the Borrower in favor of each Lender requesting any Note; (iv) a certificate of each Loan Party signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of Loan Party by a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The LendersResponsible Officer, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing the statements made in which certificate shall be true on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before as of the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date), certifying as to (A) the Organizational Documents of each Loan Party, certified, to the extent applicable, by the applicable Governmental Authority, and the absence of any amendments to the charter Organizational Documents of such Loan Party, as the case may be, Party since the date of the certificates referred to in paragraph (d) abovecertified by such Governmental Authority, (B) including a true and correct copy of the bylaws bylaws, limited liability company agreement, or partnership agreement of each such Loan Party, as the case may be, Party as in effect on the Closing Date, date on which the resolutions referred to in clause (CB) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations below were adopted and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.,

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on which each occurrence of the Closing Date is subject to the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent a Rule 2.5 announcement concerning the Transaction shall have occurred; (b) this Agreement shall be executed and delivered by each of the parties hereto; (c) the Warrant, the Debenture and the Share Charge shall each be executed and delivered by each of the parties party thereto; (d) the Priorities Agreement shall be entered into by each of the parties party thereto in form and substance satisfactory to Gurnet; (e) Gurnet (or its counsel) shall have received certified copies of (i) the constitutional documents of each of the Borrower and the Guarantor; (ii) resolutions of the board of directors of each of the Borrower and the Guarantor approving and authorizing such Person’s execution, delivery and performance of the Finance Documents to which it is party and the transactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Borrower or the Guarantor, as applicable, of any changes therein; and (iv) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (f) a certificate from each party thereto either the Guarantor confirming that the provisions of Section 239 of the Act do not prohibit the execution by the Guarantor of any of the Finance Documents which it is intended that the Guarantor will execute by reason of the fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (g) a legal opinion of [●], legal adviser to the Borrower, addressed to Gurnet in form and substance satisfactory to Gurnet, on the legality, validity and enforceability of this Agreement and the Security Documents and the valid existence of the Borrower and the Guarantor and the authority and capacity of the Borrower and the Guarantor to enter into the Finance Documents and on the due execution and choice of law of the Finance Documents; (h) a Form C1 in respect of the Debenture shall have been delivered to Gurnet; (i) a counterpart copy of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees notices required to be paid by sent under the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices Security Documents shall have been presented on or before delivered prior to the Closing Date.; (cj) The Administrative Agent the Borrower, the Guarantor and EIB shall have received certified copies of entered into the resolutions of the Board of Directors of each Loan Party approving this Agreement, EIB Amendment and of all documents evidencing other necessary corporate action Consent in form and governmental and regulatory approvals with respect substance satisfactory to this Agreement.Gurnet; and (dk) The Administrative Agent the Borrower shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, certify that (i) listing the charters of each Loan Partyrepresentations and warranties in this Agreement shall be true, as the case may beaccurate, and each amendment thereto on file complete in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect all material respects on the Closing Date; provided, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorhowever, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language materiality in the text thereof); and provided, of the further that those representations and warranties set forth expressly referring to a specific date shall be true, accurate and complete in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and all material respects as of the Closing Datesuch date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications shall be true. (f) The Administrative Agent Default shall have received a certificate occurred and be continuing or result from the entering into of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing DateAgreement. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The obligation of each Lender to make Loans and the effectiveness of this Agreement shall not become effective until are subject to the date on which prior satisfaction of each of the following conditions is satisfied conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or waived in accordance with Section 11.02).prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from Delivery to the Agents of each party thereto either of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory to the Administrative Agent CADA; (which may include facsimile or electronic transmission of iii) the Member Pledge; (iv) the Security Agreement; (v) the Fee Letters; and (vi) the Notes (if requested by a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender). (b) The Lenders, the Administrative Agent, the Arrangers Each representation and each other Person entitled to the payment warranty set forth in Section 4.1 is true and correct in all material respects as of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date, (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date). (c) The Administrative Agent As of the Closing Date, no event shall have received certified copies occurred and be continuing or would result from the consummation of the resolutions transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of the Board of Directors of each Loan Party approving Default under this Agreement, . [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and of all documents evidencing other necessary corporate action filed separately with the Securities and governmental and regulatory approvals with respect to this AgreementExchange Commission. (d) The Delivery to the Administrative Agent shall have received and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction signed by each of its incorporation, respective authorized Responsible Officers and dated reasonably near as of the Closing Date, (i) listing attaching and certifying as to the charters Organizational Documents of each Loan such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, as the case may begood standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and ; (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf from a Responsible Officer of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence representations and warranties made by such Loan Party (and in the case of any amendments the Borrower, for each Funded Subsidiary that is a party to a Financing Document) in each Financing Document to which it is a party being true and correct in all material respects as of the charter Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) aboveearlier date), (B) the absence of a true and correct copy Default or an Event of the bylaws of each Loan Party, as the case may be, as in effect on the Closing DateDefault, (C) the absence of any proceeding for the dissolution or liquidation material breach by any Funded Subsidiary (unless indentified as a Watched Asset) of the Borrower or any Guarantor, as the case may beProject Documents to which it is a party, (D) the truthabsence of a Bankruptcy Event with respect to each of SolarCity, in all material respects each Loan Party and each Funded Subsidiary (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofunless identified as a Watched Asset), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u)E) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) an opinion, as though made on and dated as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, counsel for to the Loan Parties, a favorable in form and substance reasonably acceptable to the Agents and each Lender; and (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requestLender. (he) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. [***] 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. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. The Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the Borrower along with blank transfer powers and proxies. (h) All amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Agents and Lenders shall have received, at least ten business days prior to the Closing Date (or received all such later date approved documentation and information requested by the Administrative Agent) all documentation Agents and other information the Lenders that is required by necessary (including the regulatory authorities under names and addresses of the applicable Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower, the Member or owners thereof) for the Agents and the Lenders to identify the Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and anti-money-laundering rules similar regulations thereunder). (j) All Accounts required to be open as of the Closing Date under the CADA shall have been opened. (k) The expenses incurred and regulationsinvoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.4. (l) The Borrower shall have delivered unaudited financial statements of the Borrower in form and substance satisfactory to the Administrative Agent in its sole discretion. (m) The Borrower shall have obtained all approvals (to the extent required to have been obtained by such time) and all consents of any Persons or modifications to Project Documents or Organizational Documents of any putative Subject Fund, includingin each case that are necessary for its entry into the Financing Documents to which it is a party and implementation of the transactions contemplated in the Financing Documents, without limitation, each of which is listed on Schedule 3.1(m). Each of the Actforegoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. [***] 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.

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make an Advance (including a Swing Line Advance), and the obligation of each Issuing Bank to Issue each Letter of Credit, in each case, on the Closing Date shall not become effective until the date on which be subject to satisfaction of each of the conditions set forth in Section 5.03 below and the following conditions is satisfied (precedent in each case on or waived in accordance with Section 11.02).prior to December 31, 2020: (a) The Administrative Agent (or its counsel) Effective Date shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementoccurred. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received all fees required the following in form and substance reasonably satisfactory to the Agent: (i) The notes to the order of the Lenders to the extent requested by any Lender no later than three Business Days prior to the Closing Date pursuant to Section 4.04(d). (ii) Duly executed copies of (A) the U.S. Security Agreement, to be paid by dated the Closing Date, and all exhibits and schedules thereto, (B) the Canadian Security Agreements, to be dated the Closing Date (including, without limitation, all fees owing on provided that the deed of movable hypothec may be dated prior to the Closing Date under Section 2.12(d) hereofDate), and all expenses for which invoices have been presented on or before exhibits and schedules thereto, and (C) the Intellectual Property Security Agreements, to be dated the Closing DateDate in form and substance reasonably satisfactory to Agent, and all exhibits and schedules thereto. (ciii) The Administrative Agent shall have received certified Certified copies of the resolutions of the Board of Directors (or persons performing similar functions) of each Loan Party approving this Agreement, transactions of the type by each of the Loan Documents to which it is or is to be a party on the Closing Date (or a certificate of the Secretary or an Assistant Secretary of Lead Borrower certifying such resolutions delivered on the Effective Date pursuant to Section 5.01(a)(ii) remain in full force and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreementeffect). (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public officialequivalent Governmental Authority) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters organization of each U.S. Loan PartyParty listing (or, as regards a Canadian Guarantor, a certificate of the case may be, Secretary or an Assistant Secretary of each Canadian Guarantor certifying a copy of) the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such office Secretary of State (or such Governmental Authority) (or certifying that there have been no changes to such Person’s certificate or articles of incorporation (or similar constitutive document) since the Effective Date) and (A) certifying that such amendments are the only amendments to each Loan Partysuch Person’s charter, as the case may be, certificate or articles of incorporation (or similar constitutive document) on file in such office, and (iiB) statingas regards U.S. Loan Parties, certifying if customarily available in the case of each Loan Partysuch jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) as regards U.S. Loan Party Parties, certifying that such Person is authorized to transact business duly organized and is in good standing under the laws of the jurisdiction of its place organization. The Canadian Guarantors shall deliver a certificate as to the good standing (or local equivalent) of formationeach Canadian Guarantor (to the extent available in the relevant jurisdiction) as of a recent date, from the applicable Governmental Authority in the jurisdiction of organization, incorporation or formation of such Canadian Guarantor). (iv) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is a party and the other Credit Documents documents to be delivered hereunder (or certifying no change to the certificate delivered on or before the Closing DateEffective Date pursuant to Section 5.01(a)(v)). (gvi) The Administrative Agent shall have received from each A favorable opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for to the Loan Parties, in each case in a favorable opinionform reasonably acceptable to the Agent and addressed to the Agent, the Issuing Banks and each substantially of the Lenders. (vii) Except to the extent that the Agent reasonably agrees that such conditions may be satisfied within a post-closing period to be set forth on Schedule 7.01(p) (which may be supplemented on the Closing Date with the approval of the Agent, not to be unreasonably withheld, conditioned or delayed), (1) the Perfection Certificate and all agreements, documents, filings, recordations and lien searches reasonably necessary or requested by the Agent in connection with the creation, perfection and priority of the Liens in favor of the Agent, for the benefit of the Secured Parties, securing the Obligations shall have been duly executed, and/or made; (2) all filing and recording fees and taxes shall have been duly paid and (3) the Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by Holdings and its Subsidiaries.. (viii) A certificate of a Responsible Officer of Lead Borrower to the effect set forth in Section 5.02(c), 5.02(d), 5.02(g), 5.03(a) and 5.03(b) below. (ix) A certificate of the chief financial officer of Holdings to the effect that, after giving effect to the Transactions and the incurrence of any Revolving Credit Advances made and Letters of Credit issued on the Closing Date, (x) Holdings and its Subsidiaries, on a Consolidated basis, are Solvent and (y) each of the Canadian Guarantors, on an individual basis, is Solvent. (c) There shall not have occurred since December 31, 2019 any event or condition that has had or could be reasonably expected, either individually or in the form attached hereto as Exhibit B aggregate, to have a Material Adverse Change. (d) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in any court or before any arbitrator or Governmental Authority that is reasonably likely to be adversely determined, and as if, adversely determined could reasonably be expected to such other matters as have a Material Adverse Effect. (e) Lead Borrower shall have paid all documented accrued fees and expenses of the Agent and the Lenders (including the documented accrued fees and expenses of counsel to the Agent). (f) The Refinancing shall have been (or substantially concurrently shall be) consummated. (g) After giving effect to (i) any Lender through Revolving Credit Advance funded on the Administrative Agent may reasonably requestClosing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to, the Closing Date, Availability plus the amount of cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries shall be not less than $150.0 million. (h) The Administrative Agent and the Lenders shall have receivedreceived a Borrowing Base Certificate dated the Closing Date, at least ten business days prior relating to the Closing Date (or such later date approved Fiscal Month ended on October 30, 2020, and executed by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Acta Responsible Officer of Lead Borrower.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of each Lender to make its initial extension of credit hereunder and the date on which occurrence of the Closing Date is subject to the fulfillment (or waiver), to the reasonable satisfaction of the Agent and each Lender, of each of the following conditions is satisfied (or waived in accordance with Section 11.02).conditions: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or Agreement, (ii) written evidence satisfactory the Pledge and Security Agreement pursuant to which a Lien is granted on the Administrative Collateral in favor of the Agent, for the ratable benefit of the Lenders, and pursuant to which the Agent is authorized to file customary “all assets” UCC-1 financing statements; (which may include facsimile iii) the Commitment Letter; (iv) each other Loan Document, each duly executed and delivered by each party hereto or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.thereto; (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereofwritten opinions, dated the Closing Date, certifying as to (A) the absence of any amendments counsel to the charter of such Loan PartyParties, as with respect to this Agreement and the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each other Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.Documents; (fc) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of status with respect to each Loan Party certifying the names and true signatures dated within 30 days of the officers date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the applicable Governmental Authority, and which certificates shall indicate that the applicable Loan Party is in good standing in such jurisdiction; (d) The Agent shall have received a copy of each Loan Party’s Governing Documents, as certified by a Responsible Officer with respect to the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date.Borrower; (ge) The Administrative Agent shall have received from a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date by a Responsible Officer, authorizing (or such later date approved A) the transactions contemplated by the Administrative AgentLoan Documents to which such Loan Party is or will be a party, and (B) all documentation the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other information that is required documents to be delivered by the regulatory authorities under the applicable “know your customer” it in connection herewith and anti-money-laundering rules and regulations, including, without limitation, the Act.therewith;

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of the date on which Subordinated Lender to make available and disburse the Subordinated Loan is subject to the satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have Subordinated Lender has received from each party thereto either of the following, in each case in form and substance satisfactory to the Subordinated Lender: (i) a counterpart of this Agreement signed each Subordinated Debt Financing Document required by the Subordinated Lender in its sole discretion to be delivered on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014Closing Date, executed and delivered by each of the parties thereto; (ii) the Subordinated Note, executed by the Borrower; (iii) certified copies of: (A) the Organizational Documents of the Panda Parties; (B) certificates of good standing with respect to each Panda Party dated no earlier than twenty (20) days before the Closing Date; (C) incumbency certificates for the signatories of the Borrower and the Borrower GP and resolutions of Panda Hereford Holdings, LLC, the sole member of the General Partner and the Limited Partner, approving the Subordinated Debt Financing Documents to the Borrower is a party and the transactions contemplated thereby and approving the financing of the Project. (iv) certificates of Borrower GP on behalf of Borrower, and a manager or an officer of the Borrower GP, certifying that: (A) all Documents executed by such Person on or prior to the Closing Date are in full force and effect, such Person and, to the Knowledge of such Person, the Project Parties, are in material compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document; (B) all representations and warranties of such Person contained in the Documents to which it is a party are true, correct and complete; (C) no act, event or circumstance has occurred with respect to the credit facility Project or such Person or, to the Knowledge of such Person, the Project Parties, which has had or could reasonably be expected to have a Material Adverse Effect; (D) all financial statements and information relating to such Person provided to the Subordinated Lender, taken as a whole, are true, correct and complete in all material respects, and each balance sheet fairly presents the financial position of the Person to which it relates as at the date indicated and was prepared in accordance with GAAP except as specifically noted therein; and (E) no change in the condition or operation, financial or otherwise, of such Person that could reasonably be expected to have a Material Adverse Effect has occurred since May 17, 2006, and the financial statements (including any notes thereto) provided to the Subordinated Lender disclose all material liabilities, contingent or otherwise, of such Person; (v) the legal opinions of each Borrower’s Counsel; (vi) the legal opinion of counsel to each of the Major Project Parties party to a Project Document with respect to which a Consent and Agreement in favor of the Subordinated Lender will be delivered; (vii) unaudited financial statements of each Panda Party (other than Borrower) for hereinthe fiscal year ended December 31, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof)2005, and all expenses for which invoices have been presented subsequent annual and quarterly financial statements, if any, available on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters and pro forma balance sheets of each Loan Party, Panda Party as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date; (viii) judgment lien, certifying tax lien and UCC searches, and such other searches of the records of Government Instrumentalities as to (A) the absence of any amendments Subordinated Lender may require, performed with respect to the charter Borrower in all relevant jurisdictions; (ix) copies certified by the Borrower of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dall Project Documents set forth on Schedule 4.1(g) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date; (x) copies of all Required Approvals that have been obtained on or prior to the Closing Date by or on behalf of Borrower; (xi) a complete copy of the written report of the Engineer, certified by the Engineer to the Subordinated Lender, and otherwise in the form required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (Cxii) a complete copy of the absence Phase I Environmental Audit or other acceptable environmental due diligence of the Site, prepared by the Environmental Consultant and certified by the Environmental Consultant to the Subordinated Lender, and otherwise in the same form as required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xiii) a title commitment (with copies of all documents and instruments affecting title to the Borrower’s interest in the Site) dated the Closing Date with coverage in the amount of the Subordinated Loan, confirming that the Subordinated Mortgage perfects a Lien on the Borrower’s fee interest in the Site securing one hundred percent (100%) of the Subordinated Loan without any proceeding additional Liens (other than Permitted Liens) (the “Title Policy”), marked “premium paid,” issued subject only to the Senior Mortgage and no more exceptions than the title policy issued to the Lenders in connection with the Senior Debt Financing Agreement and containing such modifications to the standard exceptions and affirmative insurance and endorsements as are obtained in connection with such other title policy; (xiv) an ALTA/ASCM “boundary” survey of the Site showing all easements, encroachments and other survey matters shown on the Title Policy or otherwise required pursuant to the Senior Debt Financing Agreement, such survey to be dated July 14, 2006, and certified by the preparer thereof to the Subordinated Lender, and otherwise in form and substance as required under the Senior Debt Financing Agreement; (xv) a complete copy of the written report of the Insurance Consultant, certified by the Insurance Consultant to the Subordinated Lender, and otherwise in the form required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xvi) a complete copy of the written report of the Market Consultant, certified by the Market Consultant to the Subordinated Lender, and otherwise in the form required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xvii) written confirmation from the Disbursement Agent that the Contributed Capital has been deposited by or on behalf of Borrower into the Construction Draw Account (Contributed Capital Subaccount) for application in accordance with the dissolution or liquidation Senior Debt Financing Agreement; (xviii) evidence that Borrower and Borrower GP have appointed the Process Agent to serve as a designated agent to accept service of legal process until the scheduled Subordinated Loan Maturity Date and that the Process Agent has accepted such appointment; (xix) a copy of the Closing Pro Forma required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xx) such documentation and information requested by the Depositary Bank that are necessary (including the names and addresses of the Borrower or any Guarantor, as and the case may be, Borrower GP) for the Depositary Bank to identify the Borrower and the Borrower GP in accordance with the requirements of the Patriot Act (Dincluding the “know your customer” and similar regulations thereunder); (xxi) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable notice to any representations proceed has been issued by the Borrower pursuant to Sections 4.08 and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), 5.01 of the representations EPC Contract with respect to full commencement of the Work (as defined thereunder); (xxii) the Commodity Management Plan has been approved in accordance with the Senior Debt Financing Agreement; and (xxiii) such other assurances, instruments or undertakings as any of the Subordinated Lender may reasonably request. (b) The Senior Debt Financing Agreement and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) all other Senior Debt Financing’ Documents required to be executed and (u), as though made on and delivered as of the Closing Date, have been executed and (E) the absence, as delivered by each of the parties thereto. (c) Since May 17, 2006, no act, event or circumstance has occurred with respect to the Project, the Borrower, any Panda Party or any Project Party which has had or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the availability or pricing of financing for the Project. (d) All Taxes, fees, including the Arrangement Fee, and expenses required to be paid by the Borrower on or before the Closing DateDate have been paid. (e) All Documents executed by Borrower on or prior to the Closing Date are in full force and effect, Borrower and the Project Parties are in full compliance with all covenants and provisions thereof, and no breach or event of default (or any Default event that could become a breach or Event event of Default; default with the giving of notice or passage of time or both) has occurred and (ii) each of is continuing under any such certifications shall be trueDocument. (f) The Administrative Agent shall have received a certificate All representations and warranties of the Secretary or an Assistant Secretary of each Loan Party certifying Panda Parties contained in the names Documents are true, correct and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Datecomplete. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel Project Documents executed by the Borrower on or prior to the Closing Date or to which Borrower is otherwise a party include all agreements required for the Loan Partiesdevelopment, a favorable opinionconstruction, each substantially ownership and operation of the Project, other than those agreements that are not required to be in place on the Closing Date and that on the basis of evidence provided by the Borrower, will be obtainable and entered into in the form attached hereto as Exhibit B ordinary course of business prior to the time required, and as such Project Documents conform in all material respects with the Closing Pro Forma and are sufficient to permit the Project to operate in a manner that will not violate the Required Approvals or the manufacturer’s normal operating parameters and such other matters as any Lender through that the Administrative Agent may reasonably requestProject will be able to achieve the financial results projected in the Closing Pro Forma. (h) The Administrative Agent All Required Approvals necessary for the construction and operation of the Project and the Lenders shall performance by the Borrower and the Project Parties of all of their obligations under the Project Documents in effect on the Closing Date have receivedbeen obtained and are listed in Schedule 3.1(h), except for those that are obtainable only at least ten a later stage and are satisfactory to the Subordinated Lender, and which on the basis of evidence provided by Borrower, will be obtainable in the ordinary course of business days prior to the Closing Date time required, and all obtained Required Approvals are in full force and effect, not subject to any onerous or unusual condition and are satisfactory to the Subordinated Lender in its sole discretion. (i) There is no pending or threatened litigation, investigation or other proceeding (i) relating to the Project (including relating to the release of any Hazardous Substance or any contingent liability of the Borrower or the Project’ Parties in connection with the release of any Hazardous Substance) or (ii) that could reasonably be expected to have a Material Adverse Effect. (j) The Project has not suffered a material Loss and no material portion of the Project is subject to pending or threatened condemnation or appropriation proceedings. (k) No order, judgment or decree of any Government Instrumentality enjoins or restrains the Subordinated Lender from entering into and performing its obligations under this Agreement. (l) All Required Insurance has been obtained and is in full force and effect and is not subject to cancellation and no Person other than the Borrower and the Senior Secured Parties has any right or interest in, to or under any Required Insurance other than pursuant to the Project Documents. (m) A First-Priority security interest in the Subordinated Debt Reserve Account and the Subordinated DSRA Collateral has been created and perfected, and will continue to be perfected, in favor of the Subordinated Lender, in all relevant jurisdictions, and there are no Liens on the Subordinated Debt Reserve Account other than Permitted Liens. (n) A security interest in the Collateral has been created and perfected, and will continue to be perfected, in favor of the Subordinated Lender (or the Collateral Agent with respect to the Shared Collateral), in all relevant jurisdictions, and there are no Liens on the Collateral other than Permitted Liens. The Subordinated Lender has received all items of Collateral in which a security interest is perfected by possession. (o) Each of the Project Documents pertaining to the Site (or memoranda thereof), the Subordinated Mortgage and the Financing Statements have been duly recorded, published, registered and filed (or arrangements for such later date approved by recording, publishing, registering and filing have been made), in such manner and in such places as are necessary or appropriate to publish notice thereof and to protect the Administrative Agent) validity and effectiveness thereof and to establish, create, perfect, preserve and protect the rights of the parties thereto and their respective successors and assigns, and all documentation Taxes, fees and other information that is required by the regulatory authorities under the applicable “know your customer” charges in connection with such recording, publishing, registration and anti-money-laundering rules and regulations, including, without limitationfiling of such Project Documents or any memoranda thereof, the ActSubordinated Mortgage and the Financing Statements have been paid, or caused to be paid, by Borrower. (p) No Project Party is the subject of a Bankruptcy Event. (q) All legal, corporate and general due diligence proceedings in connection with the transactions contemplated by this Agreement shall be completed and reasonably satisfactory in form and substance to the Subordinated Lender and the Subordinated Lender shall have so advised the Borrower in writing.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until on and as of the first date on which each of the following conditions is precedent have been satisfied (and the obligation of each Lender to make an Advance is subject to the satisfaction of such conditions precedent before or waived in accordance concurrently with Section 11.02).the Closing Date): (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement and the Closing Date Intercreditor Agreement. (cii) The Administrative Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Collateral Documents, together with evidence that all other actions that the Collateral Agent shall have received certified may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the Board boards of Directors directors or the sole members, as applicable, of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Party approving this AgreementDocument to which it is, or is intended to be a party, and of all documents evidencing other necessary corporate constitutive action and and, if any, material governmental and regulatory other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document. (dv) The Administrative Agent shall have received from A copy of the charter or other constitutive document of each Loan PartyParty and each amendment thereto, certified (as of a date reasonably acceptable to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of Administrative Agent) by the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Partyincorporation or organization, as the case may be, thereof as being a true and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and correct copy thereof. (iivi) stating, in the case A certificate of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each such Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereofOfficer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any amendments to changes thereto; (B) the charter accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, Party as in effect on the Closing Date, date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution dissolution, liquidation or liquidation other termination of the Borrower or any Guarantor, as the case may be, existence of such Loan Party; (D) the truth, accuracy in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth made by such Loan Party in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made the Loan Documents to which it is or is to be a party on and as of the Closing Date, and ; (E) the absence, as of the Closing Date, absence of any Default or Event of DefaultDefault occurring and continuing, or resulting from entry into this Agreement or the transactions contemplated hereby; and (iiF) each the absence of such certifications shall be truea Material Adverse Effect since December 31, 2019. (fvii) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each such Loan Party, as the case may be, Party authorized to sign, and signing, sign this Agreement and the other Credit Documents documents to be delivered hereunder on or before the Closing Datehereunder. (gviii) The Administrative Agent shall have received Certificates, in substantially the form of Exhibit I attesting to the Solvency of the Borrower and its Restricted Subsidiaries, on a consolidated basis (after giving effect to the Transactions), from each its Chief Financial Officer or other financial officer. (ix) [Reserved]. (x) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, LLP, counsel for to the Loan Parties, a favorable opinion, each in substantially in the form attached hereto as of Exhibit B D-1 hereto, and as to addressing such other matters as any Lender through the Administrative Agent Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (hxi) Since December 31, 2019, there shall not have occurred a Material Adverse Effect. (xii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Fee Letters and payable to the Agents or the Lenders shall have been paid in full in cash to the extent due and payable. (xiii) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the bank regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulationsregulations and Beneficial Ownership Regulation, including, including without limitation, the Patriot Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as of Exhibit B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make an Advance (including a Swing Line Advance), and the obligation of each Issuing Bank to Issue each Letter of Credit, in each case, on the Closing Date shall not become effective until the date on which be subject to satisfaction of each of the conditions set forth in Section 5.03 below and the following conditions is satisfied (precedent in each case on or waived in accordance with Section 11.02).prior to December 31, 2020: (a) The Administrative Agent (or its counsel) Effective Date shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementoccurred. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received all fees required the following in form and substance reasonably satisfactory to the Agent: (i) The notes to the order of the Lenders to the extent requested by any Lender no later than three Business Days prior to the Closing Date pursuant to Section 4.04(d). (ii) Duly executed copies of (A) the U.S. Security Agreement, to be paid by dated the Closing Date, and all exhibits and schedules thereto, (B) the Canadian Security Agreements, to be dated the Closing Date (including, without limitation, all fees owing on provided that the deed of movable hypothec may be dated prior to the Closing Date under Section 2.12(d) hereofDate), and all expenses for which invoices have been presented on or before exhibits and schedules thereto, and (C) the Intellectual Property Security Agreements, to be dated the Closing DateDate in form and substance reasonably satisfactory to Agent, and all exhibits and schedules thereto. (ciii) The Administrative Agent shall have received certified Certified copies of the resolutions of the Board of Directors (or persons performing similar functions) of each Loan Party approving this Agreement, transactions of the type by each of the Loan Documents to which it is or is to be a party on the Closing Date (or a certificate of the Secretary or an Assistant Secretary of Lead Borrower certifying such resolutions delivered on the Effective Date pursuant to Section 5.01(a)(ii) remain in full force and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreementeffect). (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public officialequivalent Governmental Authority) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters organization of each U.S. Loan PartyParty listing (or, as regards a Canadian Guarantor, a certificate of the case may be, Secretary or an Assistant Secretary of each Canadian Guarantor certifying a copy of) the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such office Secretary of State (or such Governmental Authority) (or certifying that there have been no changes to such Person’s certificate or articles of incorporation (or similar constitutive document) since the Effective Date) and (A) certifying that such amendments are the only amendments to each Loan Partysuch Person’s charter, as the case may be, certificate or articles of incorporation (or similar constitutive document) on file in such office, and (iiB) statingas regards U.S. Loan Parties, certifying if customarily available in the case of each Loan Partysuch jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) as regards U.S. Loan Party Parties, certifying that such Person is authorized to transact business duly organized and is in good standing under the laws of the jurisdiction of its place organization. The Canadian Guarantors shall deliver a certificate as to the good standing (or local equivalent) of formationeach Canadian Guarantor (to the extent available in the relevant jurisdiction) as of a recent date, from the applicable Governmental Authority in the jurisdiction of organization, incorporation or formation of such Canadian Guarantor). (iv) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is a party and the other Credit Documents documents to be delivered hereunder (or certifying no change to the certificate delivered on or before the Closing DateEffective Date pursuant to Section 5.01(a)(v)). (gvi) The Administrative Agent shall have received from each A favorable opinion of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Potter, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for to the Loan Parties, in each case in a favorable opinionform reasonably acceptable to the Agent and addressed to the Agent, the Issuing Banks and each substantially of the Lenders. (vii) Except to the extent that the Agent reasonably agrees that such conditions may be satisfied within a post-closing period to be set forth on Schedule 7.01(p) (which may be supplemented on the Closing Date with the approval of the Agent, not to be unreasonably withheld, conditioned or delayed), (1) the Perfection Certificate and all agreements, documents, filings, recordations and lien searches reasonably necessary or requested by the Agent in connection with the creation, perfection and priority of the Liens in favor of the Agent, for the benefit of the Secured Parties, securing the Obligations shall have been duly executed, and/or made; (2) all filing and recording fees and taxes shall have been duly paid and (3) the Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by Holdings and its Subsidiaries.. (viii) A certificate of a Responsible Officer of Lead Borrower to the effect set forth in Section 5.02(c), 5.02(d), 5.02(g), 5.03(a) and 5.03(b) below. (ix) A certificate of the chief financial officer of Holdings to the effect that, after giving effect to the Transactions and the incurrence of any Revolving Credit Advances made and Letters of Credit issued on the Closing Date, (x) Holdings and its Subsidiaries, on a Consolidated basis, are Solvent and (y) each of the Canadian Guarantors, on an individual basis, is Solvent. (c) There shall not have occurred since December 31, 2019 any event or condition that has had or could be reasonably expected, either individually or in the form attached hereto as Exhibit B aggregate, to have a Material Adverse Change. (d) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in any court or before any arbitrator or Governmental Authority that is reasonably likely to be adversely determined, and as if, adversely determined could reasonably be expected to such other matters as have a Material Adverse Effect. (e) Lead Borrower shall have paid all documented accrued fees and expenses of the Agent and the Lenders (including the documented accrued fees and expenses of counsel to the Agent). (f) The Refinancing shall have been (or substantially concurrently shall be) consummated. (g) After giving effect to (i) any Lender through Revolving Credit Advance funded on the Administrative Agent may reasonably requestClosing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to, the Closing Date, Availability plus the amount of cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries shall be not less than $150.0 million. (h) The Administrative Agent and the Lenders shall have receivedreceived a Borrowing Base Certificate dated the Closing Date, at least ten business days prior relating to the Closing Date (or such later date approved Fiscal Month ended on October 30, 2020, and executed by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Acta Responsible Officer of Lead Borrower.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of the date Lenders to make the initial Construction Loan on which the Closing Date is subject to the prior satisfaction of each of the following conditions is satisfied to the satisfaction of the Administrative Agent (or unless waived in accordance with Section 11.02).writing by the Administrative Agent and the Lenders): (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory Delivery to the Administrative Agent of (i) duly authorized and executed counterparts of this Agreement (which may include be facsimile or electronic transmission of a signed signature page of this Agreement..pdf copies) that such party has signed a counterpart of this Agreementand each other Loan Document entered into on the Closing Date and (ii) any Construction Loan Notes requested by Lenders at least five (5) Business Days prior to the Closing Date, each as duly authorized, executed and delivered by the applicable Loan Parties. (b) The Lenders, Each representation and warranty of each Loan Party set forth in the Administrative Agent, the Arrangers Loan Documents to which such Loan Party is a party is true and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by correct on the Closing Date (includingor, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices if any representation or warranty is stated to have been presented on or before the Closing Datemade as of a specific date, as of such specific date). (c) The Administrative Agent shall have received certified copies No Default or Event of Default has occurred and is continuing or will result from the funding of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreementinitial Construction Loan. (d) The Receipt by the Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, of: (i) a copy of the articles of incorporation, certificate of formation, certificate of limited partnership, certificate of registration or other formation documents, including all amendments thereto, of the Borrower and Holdings, each certified as of a certificate or certificates of recent date by the Secretary of State (or other appropriate public official) of the jurisdiction state of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan PartyPerson’s charter, as the case may be, on file in such office, and formation or organization; (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, of the Borrower and Holdings dated the Closing Date, certifying as to Date and certifying: (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) that attached thereto is a true and correct complete copy of the limited liability company operating agreement, bylaws or partnership agreement of each Loan Party, as the case may besuch Person, as in effect on the Closing DateDate and the date of the resolutions described in clause (B) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the appropriate governing entity or body of such Person, authorizing the execution, delivery and performance of the Operative Documents to which such Person is a party as of the Closing Date and, if applicable, the borrowings hereunder and the granting of the Liens contemplated to be granted by the applicable Loan Party under the Security Documents (if any), and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (C) that the absence articles of any proceeding for incorporation, certificate of formation, certificate of limited partnership, certificate of registration or other formation documents of such Person have not been amended since the dissolution or liquidation date of the Borrower or any Guarantor, as last amendment thereto shown on the case may be, certificate of good standing furnished pursuant to clause (i) above; and (D) as to the truth, incumbency and specimen signature of each officer executing any Operative Document or any other document delivered in all material respects connection herewith on behalf of such Person. (except that in each case, such materiality qualifier shall not be applicable iii) a certificate of another officer as to any representations the incumbency and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), specimen signature of the representations Responsible Officer executing the certificate pursuant to clause (ii) above. (e) Delivery to the Administrative Agent of a certificate issued by the Secretary of State of the State of Delaware certifying that the Borrower and warranties set forth Holdings are in Section 4.01(agood standing. (f) through (p)Delivery to the Administrative Agent of a closing certificate, inclusive, (r), (s) and (u), as though made on and dated as of the Closing Date, and (E) the absence, as signed by a Responsible Officer of the Closing DateBorrower, in substantially the form of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized Exhibit I to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing DateAgreement. (g) The Delivery to the Collateral Agent of the certificates (if any) representing the shares of Capital Stock pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of Holdings. (h) Delivery to the Administrative Agent of the results of a recent lien search in the jurisdictions of formation of the Borrower and Holdings, and such searches shall reveal no Liens on any of the assets of the Borrower or Holdings except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (i) The Collateral Accounts (other than the Tax Equity Proceeds Account or the Prepayment Account) shall have received from each been established in compliance with this Agreement and the Depositary Agreement. (j) Delivery to the Administrative Agent and the Collateral Agent of (i) a New York law opinion regarding the enforceability of the Loan Documents (other than the APA Guaranty) and a customary security opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇ LLP LLP, counsel for the Borrower and Holdings and (ii) a legal opinion regarding corporate matters and the enforceability of the APA Guaranty opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan PartiesBorrower, Holdings and the Guarantor, in each case in form and substance satisfactory to the Administrative Agent, the Collateral Agent, the DSR LC Issuing Banks and the Lenders; (k) No Material Adverse Effect or event, condition or circumstance that would reasonably be expected to constitute a favorable opinionMaterial Adverse Effect shall have occurred and be continuing. (l) On the Closing Date, the Borrower shall have paid (or shall simultaneously pay as of the Closing Date) all fees, costs and other expenses and all other amounts then due and payable by the Borrower pursuant to this Agreement (including Section 9.5), the Agent Fee Agreement and each substantially in other fee agreement between the form attached hereto as Exhibit B Sponsor, the Guarantor or the Borrower and as to such other matters as any Lender through or Agent (the “Other Fee Agreements”). (m) Delivery to the Administrative Agent may reasonably requestof evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been paid in full (to the extent the obligation to make such payment then exists) by or on behalf of the Borrower or are to be paid in full out of the proceeds of the initial Construction Loans on the Closing Date. (hn) The Delivery by the Borrower to the Administrative Agent of all such documentation and information requested by Administrative Agent and the Lenders shall have received, at least ten business days prior that are necessary (including the names and addresses of the Borrower) for Administrative Agent and the Lenders to identify the Closing Date Borrower and each Project Company in accordance with the requirements of the Patriot Act (or such later date approved by including the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules similar regulations thereunder). (o) [Reserved]. (p) Delivery to the Administrative Agent of appropriately completed UCC financing statements, which have been duly authorized for filing by an appropriate Person, naming Borrower and regulationsHoldings as debtors and Collateral Agent as secured party covering the applicable Collateral. (q) GSO or its Affiliates shall have committed total funds of at least $300,000,000 to the Guarantor and its Subsidiaries through (i) the acquisition of the preferred stock of the Guarantor and (ii) the closing of a senior secured credit facility made available to APA Finance LLC. (r) Delivery to the Collateral Agent of the APA Guaranty. (s) At least five days prior to the Closing Date, includingif Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, without limitation, delivery to the ActAdministrative Agent of a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower and the Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) each local counsel to the Borrower and the Subsidiaries as the Administrative Agent may reasonably request, in each case (A) dated as of the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders and (C) covering such corporate, security interest and related matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request and which may include facsimile or electronic transmission are customary for transactions of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementthe type contemplated herein (including with respect to Section 4.02(f)). (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all fees required amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization and a certificate as to be paid by the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Closing Date and certifying (includingA) that attached thereto is a true and complete copy of the by-laws or other similar governing documents, without limitationas applicable, all fees owing of such Loan Party as in effect on the Closing Date under Section 2.12(dand at all times since a date prior to the date of the resolutions described in clause (B) hereof)below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other similar governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and all expenses for which invoices that such resolutions have not been presented modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on such certificate furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or before any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) at least 5 days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent shall have received certified copies (i) certificates of insurance and endorsements naming the resolutions of Collateral Trustee as an additional insured or loss payee, as the Board of Directors of each Loan Party approving this Agreementcase may be, and of under all documents evidencing other necessary corporate action and governmental and regulatory approvals insurance policies maintained with respect to the Collateral, (ii) evidence of title insurance and similar documentation with respect to each Mortgaged Property substantially consistent with such evidence provided pursuant to the Existing Credit Agreement (provided that the Arrangers and the Borrower shall cooperate in good faith to minimize title insurance and recordation costs for the Borrower) and (iii) evidence of the Collateral Trustee’s first-priority security interest in and Lien (subject to Permitted Liens) on the Collateral as of the Closing Date; provided that, to the extent that the Borrower and the Subsidiary Guarantors shall have been unable, after using their commercially reasonable efforts, to perfect the Collateral Trustee’s first-priority security interest in and Lien (subject to Permitted Liens) on Collateral (other than assets with respect to which the Collateral Trustee’s first-priority security interest in and Lien (subject to Permitted Liens) thereon may be perfected by the filing of financing statements in the offices specified on Schedule 3.19(a), the delivery of Pledged Securities or the filing of an Intellectual Property Security Agreement in the United States Patent and Trademark Office or the United States Copyright Office) having a Fair Market Value not in excess of $750,000,000 in the aggregate, valued at the Fair Market Value of such Collateral as of the Closing Date, the perfection of the Collateral Trustee’s first-priority security interest in and Lien (subject to Permitted Liens) on such Collateral shall not constitute a condition precedent to the Closing Date; provided that the Borrower agrees to deliver or cause to be delivered all certificates, agreements, instruments and filings (including, for the avoidance of doubt, all Mortgages, modifications and recordations thereof), and take or cause to be taken all actions, in each case, to perfect the Collateral Trustee’s first-priority security interest in and Lien (subject to Permitted Liens) on such Collateral on or prior to the date that is 60 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion). Notwithstanding anything herein to the contrary, (A) the Borrower shall not be required to deliver on the Closing Date the items required by this AgreementSection 4.02(c) with respect to El Segundo and (B) the delivery of such items shall not constitute a condition precedent to the Closing Date pursuant to this Section 4.02(c), but shall instead be subject to Section 5.12(b). (d) The Administrative Agent shall have received from each Loan Party(i) a certificate, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates dated as of the Closing Date and duly executed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in Sections 4.01(b), 4.01(c) and 4.01(d) and (ii) a certificate, dated as of the Closing Date and duly executed by the Corporate Secretary of State the Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(k). (or other appropriate public officiale) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the jurisdiction Borrower, (ii) the Reaffirmation Agreement, executed and delivered by a duly authorized officer of its incorporationthe Borrower, dated reasonably near each Subsidiary Guarantor, the Administrative Agent and the Collateral Trustee, (iii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of the Borrower, each Subsidiary Guarantor and the Collateral Trustee, (iv) the Collateral Trust Agreement, executed and delivered by a duly authorized officer of the Borrower, each Subsidiary Guarantor and the Collateral Trustee, (v) a notice of designation, an officer’s certificate of the Borrower and a Collateral Trust Joinder (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement), in each case pursuant to and in accordance with Section 3.8 of each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement and (vi) a Guarantee Joinder (as defined in each of the Existing Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement) pursuant to and in accordance with Section 8.4 of each of the Existing Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement. (f) As of the Closing Date, (i) listing this Agreement shall be deemed to be the charters Credit Agreement (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) for all purposes under the Existing Collateral Trust Agreement, the Collateral Trust Agreement and the other Security Documents and, pursuant and in accordance with Section 3.8(b) of each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement, all extensions of credit under this Agreement (including issuances of Letters of Credit) shall constitute extensions of credit under the Credit Agreement (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) for all purposes under the Existing Collateral Trust Agreement, the Collateral Trust Agreement and the other Security Documents and shall be deemed to be incurred (solely for purposes of Section 3.8(b) of each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) on February 2, 2006 and no further designation shall be required to be made so that (A) all extensions of credit under this Agreement (regardless when made or incurred) will be deemed Priority Lien Debt (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) pursuant to clause (i) of the definition thereof and the Guaranteed Obligations will be deemed Priority Lien DFBM Obligations (as defined in each of the Existing Collateral Trust Agreement and the Collateral Trust Agreement) and (B) this Agreement and the other Loan Party, Documents will at all times constitute Priority Lien Documents (as defined in each of the case may be, Existing Collateral Trust Agreement and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, Collateral Trust Agreement) and (ii) statingthe Guaranteed Obligations under this Agreement will henceforth be guaranteed pursuant to the Existing Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement and secured pursuant to the Security Documents by a legal, valid, binding and enforceable security interest and a fully perfected Lien in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, in the Collateral and the proceeds thereof. (g) The Borrower shall have paid all fees and reasonable, documented out-of-pocket costs and expenses (including reasonable legal fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, and one local counsel to the Administrative Agent per relevant jurisdiction and their technical and other non-financial advisors, title premiums, survey charges and recording taxes and fees) and other compensation accrued and payable as of the Closing Date to the Arrangers, the Administrative Agent and the Lenders. (h) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and the Subsidiary Guarantors or Subsidiaries that shall otherwise have material assets that are included in the Collateral, and such search shall reveal no Liens on any of the assets of the Borrower or any of such Subsidiaries except, in the case of each Loan Party, that such Loan Party is authorized to transact business under assets other than Pledged Securities in the laws possession of the jurisdiction Collateral Trustee, for Permitted Liens, and in respect of its place Pledged Securities in the possession of formationthe Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations and any Parity Lien Obligations (as defined in the Collateral Trust Agreement). (i) The Administrative Agent shall have received a solvency certificate or certificates from a Financial Officer of the Borrower, in form and substance reasonably satisfactory to each of each Loan PartyArranger, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated supporting the Closing Date, certifying as to (A) the absence of any amendments conclusions that after giving effect to the charter of such Loan PartyTransactions, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall will not be applicable insolvent or be rendered insolvent by the Indebtedness incurred in connection therewith, or be left with unreasonably small capital with which to any representations and warranties that are already qualified engage in its businesses, or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), have incurred debts beyond its ability to pay such debts as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be truethey mature. (fj) The Administrative Agent shall have received a certificate evidence of (i) the re-evidencing in full of all Term B Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement, on the terms and subject to the conditions set forth herein, (ii) the replacement of the Secretary or an Assistant Secretary revolving credit facility (including the letter of each Loan Party certifying credit facility and the names swingline loan facility thereunder) under the Existing Credit Agreement with the revolving credit facility (including the letter of credit facility and true signatures swingline loan facility thereunder) under this Agreement, on the terms and subject to the conditions and limitations set forth herein, and (iii) the return (A) of the officers proceeds of each Loan Partyall Credit-Linked Deposits (as defined in the Existing Credit Agreement) which constitute cash collateral with respect to the Existing Cash Collateralized Letter of Credit Facilities to the Funded L/C Lenders (as defined in the Existing Credit Agreement) and, as a result of such return, the case may be, authorized aggregate amount of cash collateral provided under all Existing Cash Collateralized Letter of Credit Facilities as of the Closing Date shall be equal to sign, zero and signing, this Agreement (B) to each issuer of letters of credit under the Existing Cash Collateralized Letter of Credit Facilities of the original copy (or a copy satisfactory to each of such issuer and the other Administrative Agent in its sole discretion) of all letters of credit outstanding under all Existing Cash Collateralized Letter of Credit Documents to Facilities for cancellation by such issuer of letters of credit thereunder immediately upon the receipt thereof (unless such letter of credit shall be delivered hereunder on or before treated as an Existing Letter of Credit hereunder) and, as a result of such return, no letters of credit shall be outstanding under any Existing Cash Collateralized Letter of Credit Facility as of the Closing Date, except to the extent any letters of credit remain outstanding thereunder on terms and conditions reasonably satisfactory to the Arrangers, in the case of each of clauses (i) through (iii), in accordance with Applicable Laws. (gk) The Administrative Agent All requisite material Governmental Authorities and material third parties (if any) shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior approved or consented to the Closing Date (Transactions, and there shall be no litigation, governmental, administrative or such later date approved by judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the ActTransactions.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date agreement of each Lender to make the Loans requested to be made by it under this Agreement on which each the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.01, prior to or concurrently with the making of such Loans on the Closing Date, of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or telecopies or .pdf format files (or its counselfollowed promptly by originals) shall have received from unless otherwise specified, each party thereto either properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (ior, in the case of certificates of governmental officials, a recent date before the Closing Date) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence and each in form and substance satisfactory to the Administrative Agent and the Lenders: (which may include facsimile or electronic transmission of a signed signature page i) executed counterparts of this Agreement, duly executed by each Loan Party; (ii) that executed counterparts of the Guaranty, duly executed by each Guarantor; (iii) executed counterparts of an amendment to the First Lien Credit Agreement, duly executed by each Loan Party party thereto, sufficient lenders under the First Lien Credit Agreement to give effect to such party has signed a counterpart amendment and the First Lien Agent, providing for, among other things, the permitted incurrence of this the Loans hereunder on the terms described herein and the granting of the Liens to secure the Obligations on the terms described in the Security Documents and the Intercreditor Agreement., which amendment shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent; (iv) executed counterparts of the Intercreditor Agreement, duly executed by each Loan Party and the First Lien Agent; (b) The Lenders, the Administrative Agent's receipt of the following, each of which shall be originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Arrangers and signing Loan Party, each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) statingor, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of the Pledge and Security Agreement duly executed by each Loan Party, together with: (A) evidence that such Loan Party is authorized to transact business under the laws First Lien Agent, as bailee for the Secured Parties, shall have “control” (for purposes of the jurisdiction of its place of formation. UCC) in (i) The Administrative Agent certificates representing the Pledged Equity Interests referred to therein, accompanied by undated stock powers executed in blank in the case of certificated Pledged Equity Interests and (ii) any other possessory collateral pursuant to the Pledge and Security Agreement such that the Secured Parties shall have received a certificate or certificates of each of each Loan Party, signed on behalf perfected Second Priority Lien therein, (B) a Perfection Certificate duly executed by Responsible Officers of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing DateDate and the results of a recent lien search in each of the jurisdictions where the Loan Parties are organized or where assets of the Loan Parties are located, certifying as and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.01 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent, (C) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement, (D) evidence of the completion of all actions required pursuant to the Pledge and Security Agreement with respect to the attachment, perfection, and protection of priority of security interests in the Collateral, including without limitation any actions required with respect to IP Rights, securities, instruments, deposit accounts (subject to Section 6.17(b) of this Agreement) and securities accounts, and including all other actions, recordings and filings of or with respect to the Collateral or the Pledge and Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement has been taken; (ii) subject to Section 6.17, with respect to each of the Mortgaged Properties: (A) executed counterparts of the absence Mortgage on such parcel of any amendments Mortgaged Property, and evidence that a counterpart of the Mortgage has been either recorded or registered in all places to the charter extent necessary or, in the reasonable opinion of such the Administrative Agent, desirable to effectively create a legal, valid and enforceable Second Priority perfected mortgage, charge, hypothec, deed of trust or deed to secure debt lien on each Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties, securing the Obligations (and with respect to Mortgaged Properties leased by the Borrower, or the applicable Loan Party, as tenant, together with landlord consents, if required pursuant to the case may belease relating to such leased Mortgaged Property and assurances, since in form and substance reasonably satisfactory to the date of the certificates referred to in paragraph (d) above, Administrative Agent); (B) a true and correct copy if requested by the Administrative Agent, proper fixture filings under the UCC or notices of security interest under the UCC for filing under the UCC in the appropriate jurisdiction in which the parcel of Mortgaged Property is located, necessary or desirable to perfect the security interests in fixtures purported to be created by the Mortgage in favor of the bylaws Administrative Agent for the benefit of each Loan Party, as the case may be, as in effect on the Closing Date, Secured Parties; (C) an opinion of counsel in the absence state in which such parcel of any proceeding for Mortgaged Property is located and an opinion of counsel in the dissolution or liquidation jurisdiction of formation of the Borrower or any GuarantorLoan Party entering into the relevant Mortgage, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable in form and substance and from counsel reasonably satisfactory to any representations and warranties that are already qualified or modified by the Administrative Agent; (D) a “materiality,Life-of-Loan” “Material Adverse Effect” or similar language Federal Emergency Management Agency Standard Flood Hazard Determination with respect to Mortgaged Properties located in the text thereof)United States or equivalent determination in any other jurisdiction with respect to each parcel of Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, of duly executed by the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of Borrower or the Closing Dateapplicable Loan Party, and evidence of flood insurance, in the event any such parcel of Mortgaged Property is located in a special flood hazard area); (E) the absence, as of the Closing Date, of any Default or Event of DefaultSurveys with respect to each Mortgaged Property; and (ii) each of such certifications shall be true.and (fF) The such other information, documentation, and certifications as may be reasonably required by the Administrative Agent shall have received a certificate Agent; (iii) Notes executed by the Borrower in favor of the Secretary each Lender requesting Notes; (iv) such certificates of resolutions or an Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as the names Administrative Agent may require evidencing the identity, authority and true signatures of the officers capacity of each Loan Party, as the case may be, Responsible Officer thereof authorized to sign, and signing, act as a Responsible Officer in connection with this Agreement and the other Credit Loan Documents to be delivered hereunder on or before the Closing Date.which such Loan Party is a party; (gv) The such documents and certifications as the Administrative Agent shall have received from may reasonably require to evidence that each Loan Party is duly organized or formed, is validly existing, in good standing and qualified to engage in business in its jurisdiction of ▇formation and (x) in the case of the Borrower, also in California, New York, Oregon, Missouri, New Hampshire and Washington, (y) in the case of MEMC Pasadena, Inc., a Guarantor, also in Louisiana, and (z) in the case of the Sun Edison, a Guarantor, also in California, Oregon, Massachusetts, Colorado, Maryland, Texas and New Jersey; (vi) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for to the Loan Parties, a favorable opinionaddressed to the Administrative Agent and each Lender, each substantially in the form attached hereto as of Exhibit B G hereto; (vii) a certificate of a Responsible Officer of the Borrower: (A) either (x) attaching copies of all consents, licenses and as approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; (B) certifying that the conditions specified in Sections 4.01(f) and (g) have been satisfied; and (C) certifying that (x) there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (y) there is no claim or proceeding initiated that purports or seeks to adversely affect this Agreement, any other matters as Loan Document or any Lender through other material aspect of the transactions contemplated hereby; (viii) a duly executed solvency certificate of the Chief Financial Officer (or another financial officer satisfactory to the Administrative Agent) of the Borrower in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders and confirming the representation and warranty set forth in Section 5.19; (ix) certificates of insurance and/or other evidence, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating compliance with the insurance requirements of this Agreement; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably requestrequire; (c) Any fees required to be paid on or before the Closing Date shall have been paid, including without limitation, the Closing Fee and the other fees payable pursuant to Section 2.09. (hd) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lenders shall have receivedAdministrative Agent), at including without limitation, title premiums, survey charges and recording taxes or fees. (e) At least ten business 10 days prior to the Closing Date (or such later date approved shorter period agreed to by the Administrative Agent) Lenders), the Lenders shall have received all documentation and other information that is required by the bank regulatory authorities under the applicable “know your know-your-customer” and anti-money-money laundering rules and regulations, includingincluding the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, without limitation2001)) the “PATRIOT Act”). (f) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation or warranty shall be true and correct in all respects) on and as of the ActClosing Date. (g) No Default or Event of Default shall exist, or would result from the Closing Date proposed Borrowing or the application of the proceeds thereof. No default or event of default under the First Lien Credit Agreement shall exist, or would result from the Closing Date proposed Borrowing or the application of the proceeds thereof. (h) The Administrative Agent shall have received a Borrowing Notice in accordance with Section 2.02. The delivery of the Borrowing Notice by the Borrower to the Lender on or prior to the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(f) and (g) have been satisfied (or waived in accordance with Section 10.01) on and as of the Closing Date. (i) Each Lender shall have funded its Commitment under this Agreement on the terms contained herein or otherwise on terms mutually agreed to by the Administrative Agent and such other Lenders. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The effectiveness of this Agreement, and the date on which obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit, and the occurrence of the Closing Date, is subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Joint Lead Arrangers and the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent timely requested by such Lenders, pursuant to Section 2.16. (cii) The Administrative Agent shall have received certified a copy of this Agreement duly executed and delivered by each party thereto. (iii) Certified copies of (A) the resolutions of the Board board of Directors directors or of the members or managers of the Borrower approving the execution, delivery and performance of this Agreement and each other Loan Party approving this AgreementDocument, and of (B) all documents evidencing other necessary corporate action and governmental and regulatory other third party approvals and consents, if any, with respect to this Agreement and the other Loan Documents. 76 SDI – Credit Agreement. (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporationincorporation or organization of the Borrower, dated reasonably near the Closing Date, certifying (iA) listing as to a true and correct copy of the charters charter, articles of each Loan Partyincorporation or articles of organization, as the case may be, be (“Organizational Documents”) of the Borrower and each amendment thereto on file in such Secretary’s office and certifying (B) that (1) such amendments are the only amendments to each Loan Partythe Borrower’s charter, as the case may be, Organizational Documents on file in such Secretary’s office, (2) if applicable, the Borrower has paid all franchise taxes to the date of such certificate and (iiC) stating, the Borrower is duly incorporated or organized and in the case of each Loan Party, that such Loan Party is authorized to transact business good standing or presently subsisting under the laws of the State of the jurisdiction of its place of formationincorporation or organization. (iv) The Administrative Agent shall have received a A certificate or certificates of each of each Loan Partythe Borrower, signed on behalf of each Loan Party respectively, the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereofOfficer, dated the date of the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter Organizational Documents of such Loan Party, as the case may be, Borrower since the date of the certificates Secretary of State’s certificate referred to in paragraph (d) aboveSection 3.01(a)(iv), (B) a true and correct copy of the bylaws of each Loan Partyor operating agreement, as applicable, of the case may be, Borrower as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Closing Date, (C) the due incorporation/organization and good standing or valid existence of the Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beBorrower, (D) (x) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), truth of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) and (u), the Loan Documents as though made on and as of the date of the Closing Date and (y) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be truecurrent Debt Ratings. (fvi) The Administrative Agent shall have received a A certificate of a Responsible Officer of the Secretary or an Assistant Secretary of each Loan Party Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is or is to be a party and the other Credit Documents documents to be delivered hereunder on or before the Closing Dateand thereunder. (gvii) The Administrative Agent shall have received from each A favorable opinion of B▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP counsel for the Loan PartiesBorrower, a favorable opinion, each in substantially in the form attached of Exhibit D hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent or the Joint Lead Arrangers may reasonably request. (hviii) Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.12 hereof. (b) There has been no event or condition since December 31, 2022 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 77 SDI – Credit Agreement (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document, and there shall have been no adverse change in the status, or financial effect on, the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (d) The Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Administrative Agent and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (ii) all accrued and unpaid interest, fees, expenses, and reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (e) All advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full. The commitments under the Existing Credit Agreement shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for in a manner acceptable to the Administrative Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Administrative Agent), and all guaranties, if any, supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (f) The Administrative Agent and the Lenders Lender Parties shall have received, at least ten business three (3) Business Days prior to the Closing Date, an executed Certificate of Beneficial Ownership (in form and substance acceptable to the Administrative Agent and each Lender Party), and shall have received, at least three (3) Business Days prior to the Closing Date all other documentation and other information requested at least seven (7) days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the in connection with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the Patriot Act.