Common use of Delivery of Certain Documents Clause in Contracts

Delivery of Certain Documents. The Lender shall have received each of the following fully executed documents, each of which shall be, except as noted below, originals or portable document format (“pdf”) or facsimiles (in each case, followed promptly by originals), duly executed and delivered by each party thereto: (i) a Funding Notice, duly executed by the Borrower, as required by and in accordance with Section 2.02 (Notice of Fundings). (ii) all Deferred Contracts with respect to the relevant System(s), which shall be in form and substance reasonably acceptable to the Lender, taking into consideration the assumptions in the Financial Models delivered by Borrower on the Closing Date or such later date in accordance with the terms of the Credit Agreement; (iii) (A) all Deferred Approvals provided to the Independent Engineer pursuant to the LTSA with respect to the System(s) for which the Loan is to be applied and (B) a copy of (x) the results of interconnection testing conducted and (y) the related permission to operate documentation, in each case, with respect to the relevant System(s) in accordance with the requirements of the relevant interconnecting utility; (iv) all Required Consents with respect to the relevant System(s) in form and substance reasonably satisfactory to the Lender; (v) [Intentionally Omitted]; (vi) such updates to the Security Documents (including Consents that are being assigned to the Lender and that relate to the Systems that are the subject of the applicable Funding), lien search reports, UCC financing statements and other recordings and filings referenced in Section 6.01(m) (Conditions to Closing - Lien Search; Perfection) as are requested by the Lender, including such documents as are reasonably necessary or advisable to ensure the continued perfection of a first-priority security interest in substantially all assets of the Borrower in which a first priority security interest can be perfected by possession or by filings under the UCC; (vii) Rate Contracts, including in connection with the Effective Date a duly executed ISDA Schedule and related master agreement, evidencing the Borrower’s compliance with its obligations contained in Section 7.01(

Delivery of Certain Documents. The Lender shall have received each of Borrower will furnish (or cause to be furnished) to the Administrative Agent the following fully executed documents, each of which shall be, except as noted within the applicable time period set forth below, originals or portable document format (“pdf”) or facsimiles (in each case, followed promptly by originals), duly executed and delivered by each party thereto: (ia) a Funding Noticereasonably promptly following any request therefor, duly executed by such other information regarding the Borroweroperations, as required by business affairs and in accordance with Section 2.02 (Notice financial condition of Fundings). (ii) all Deferred Contracts with respect to the relevant System(s)Borrower or any of its Subsidiaries, which shall be in form and substance reasonably acceptable to the Lender, taking into consideration the assumptions in the Financial Models delivered by Borrower on the Closing Date or such later date in accordance compliance with the terms of this Agreement and the other Credit AgreementDocuments, as any Lender or the Administrative Agent may reasonably request; (iiib) (A) all Deferred Approvals provided to the Independent Engineer pursuant to the LTSA with respect to the System(s) for which the Loan is to be applied and (B) a copy each Facility, promptly upon such documents becoming available, copies of (xi) any notice or other document relating to a material failure by any Obligor or any of its Subsidiaries or any other counterparty to perform any of its covenants or obligations under a Facility Document (in the results case of interconnection testing conducted equipment supply agreements, limited to supply agreements with respect to batteries, panels, trackers and inverters) or a Tax Equity Document, (yii) the related permission any notice or other documents received by any Obligor or any Subsidiary thereof relating to operate documentationany Subscription Manager’s violation or alleged violation of any applicable consumer protection regulation, in each case, except to the extent such violation has been cured, and (iii) any amendments, modifications, waivers, supplements or terminations of a Facility Document (in the case of equipment supply agreements, limited to supply agreements with respect to the relevant System(sbatteries, panels, trackers and inverters) or Tax Equity Document, in accordance with the requirements of the relevant interconnecting utility;each case, affecting such Facility; and (ivc) all Required Consents with respect to each Shadow-Rated Offtaker, on or about each anniversary of the relevant System(sClosing Date (or later Initial Facility Funding Date relating to such Shadow-Rated Offtaker), (i) in form and substance reasonably satisfactory an update to the Lender; (v) [Intentionally Omitted]; (vi) such updates financial statements provided pursuant to Section 7.2(n), but solely to the Security Documents extent that Borrower actually has and is permitted to disclose any such updating information and (including Consents that are being assigned to the Lender and that relate to the Systems that are the subject of the applicable Funding), lien search reports, UCC financing statements and other recordings and filings referenced in Section 6.01(mii) (Conditions to Closing - Lien Search; Perfection) as are if requested by the LenderRequired Lenders with respect to any such Shadow-Rated Offtaker, including such documents as are reasonably necessary an updated ▇▇▇▇▇’▇ RiskCalc or advisable to ensure the continued perfection of a first-priority security interest in substantially all assets of the Borrower in which a first priority security interest can be perfected by possession or by filings under the UCC; (vii) Rate Contracts, including in connection with the Effective Date a duly executed ISDA Schedule and related master agreement, evidencing the BorrowerS&P’s compliance with its obligations contained in Section 7.01(Capital IQ summary report.

Delivery of Certain Documents. The Lender Borrower shall have received each of deliver or cause to be delivered the following fully executed documents, each in substance and form acceptable to Lender: (a) a copy of which shall be, except as noted below, originals or portable document format (“pdf”) or facsimiles (in each case, followed promptly by originals)this Agreement, duly executed and delivered by each party thereto:▇▇▇▇▇▇▇▇; (b) an officer's certificate dated the date hereof, signed by the chief executive officer of ▇▇▇▇▇▇▇▇, containing certified copies of (i) Borrower's certificate of incorporation and bylaws; (ii) resolutions duly adopted by the board of directors of Borrower as applicable, authorizing the execution and delivery of this Agreement and all documents required to be delivered in connection herewith, and all transactions contemplated herein; (iii) a Funding Noticestatement containing the true and correct names, titles, and signatures of Borrower authorized to sign such documents and authorize such transactions; (c) a cash flow forecast through December 31, 2024 that includes a detailed cash flow, collateral, and loan balance analysis. (d) a detailed, weekly cash budget setting forth Borrower's projected weekly expenses through December 31, 2024 (the "Budget"), an initial version of which is attached hereto as Exhibit A. The Budget will be periodically updated, as required by Section 6.8(b); (e) a report describing ▇▇▇▇▇▇▇▇'s plan for to get to operational and monthly cash flow profitability (the "Restructuring Plan"), attached hereto as Exhibit B; (f) such additional documents, including, without limitation any liens or financing statements, duly executed by the Borrowerappropriate parties, as that are required by to perfect and evidence Lenders' liens and priority in the Collateral and in accordance with Section 2.02 (Notice any additional collateral granted by ▇▇▇▇▇▇▇▇ to secure all obligations of Fundings). (ii) all Deferred Contracts with respect Borrower to Lender hereunder and under the relevant System(s), which shall be in form and substance reasonably acceptable to the Lender, taking into consideration the assumptions in the Financial Models delivered by Borrower on the Closing Date or such later date in accordance with the terms of the Credit Loan Agreement; (iiig) an unaudited profit and loss, balance sheet, statements of cash flow, and business metrics for each of the 3 months in the 3 month period ended December 31, 2023 from Borrower (Athe "Interim Financial Statements"); (h) all Deferred Approvals provided to the Independent Engineer pursuant to the LTSA subordination agreements in favor of ▇▇▇▇▇▇, duly executed by Subordinated Lenders set forth on Schedule 3.2,and (i) such other documents as ▇▇▇▇▇▇ may request with respect to any matter relevant to this Agreement or the System(s) for which the Loan is to be applied and (B) a copy of (x) the results of interconnection testing conducted and (y) the related permission to operate documentation, in each case, with respect to the relevant System(s) in accordance with the requirements of the relevant interconnecting utility; (iv) all Required Consents with respect to the relevant System(s) in form and substance reasonably satisfactory to the Lender; (v) [Intentionally Omitted]; (vi) such updates to the Security Documents (including Consents that are being assigned to the Lender and that relate to the Systems that are the subject of the applicable Funding), lien search reports, UCC financing statements and other recordings and filings referenced in Section 6.01(m) (Conditions to Closing - Lien Search; Perfection) as are requested by the Lender, including such documents as are reasonably necessary or advisable to ensure the continued perfection of a first-priority security interest in substantially all assets of the Borrower in which a first priority security interest can be perfected by possession or by filings under the UCC; (vii) Rate Contracts, including in connection with the Effective Date a duly executed ISDA Schedule and related master agreement, evidencing the Borrower’s compliance with its obligations contained in Section 7.01(transactions contemplated hereby.

Delivery of Certain Documents. The Lender On the Closing Date, the Company shall have received each delivered to Parent and Merger Sub all of the following fully executed documents, each of which shall be, except as noted below, originals or portable document format (“pdf”) or facsimiles (in each case, followed promptly by originals), duly executed and delivered by each party theretofollowing: (i) a Funding Noticecertificate of the President and the Chief Financial Officer of the Company, duly executed by dated the BorrowerClosing Date, as required by stating that the conditions precedent set forth in subsections (a), (b) and in accordance with Section 2.02 (Notice of Fundings).e) above have been satisfied; (ii) all Deferred Contracts with respect to a copy of (A) the relevant System(s), which shall be in form and substance reasonably acceptable to the Lender, taking into consideration the assumptions in the Financial Models delivered by Borrower on the Closing Date or such later date in accordance with the terms text of the Credit resolutions adopted by the Board of Directors and shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, (B) the Charter Documents and Governing Documents of the Company and each of the Subsidiaries, along with a certificate executed by the President of the Company, certifying to Parent that such copies are true, correct and complete copies of such resolutions, Charter Documents and Governing Documents, respectively, and that such resolutions, Charter Documents and Governing Documents were duly adopted and have not been amended or rescinded and (C) an incumbency certificate executed on behalf of the Company by the Secretary of the Company certifying the signature and office of each officer executing this Agreement and such other agreements contemplated in this Agreement as Parent may request; (iii) (A) all Deferred Approvals provided to the Independent Engineer pursuant to the LTSA with respect to the System(s) for which the Loan is to be applied and (B) a copy of (x) the results of interconnection testing conducted and (y) the related permission to operate documentation, in each case, with respect to the relevant System(s) in accordance with the requirements copies of the relevant interconnecting utilitythird party and governmental consents and approvals referred to in subsection (d) above; (iv) all Required Consents with respect the Company's and each Subsidiary's minute books, stock transfer records, corporate seal and other materials related to the relevant System(s) in form Company's and substance reasonably satisfactory to the Lendereach Subsidiary's corporate administration; (v) [Intentionally Omitted]a copy, fully executed by the Company and the Stockholders' Representative, of the Escrow Agreement in substantially the form attached as Exhibit H hereto; (vi) such updates to Parent shall have received the Security Documents (including Consents that are being assigned to the Lender and that relate to the Systems that are the subject resignation in writing of the applicable Funding), lien search reports, UCC financing statements directors and other recordings and filings referenced in Section 6.01(m) (Conditions to Closing - Lien Search; Perfection) as are requested by the Lender, including such documents as are reasonably necessary or advisable to ensure the continued perfection of a first-priority security interest in substantially all assets officers of the Borrower in which a first priority security interest can be perfected by possession or by filings under Company and the UCCSubsidiaries effective as of the Closing Date; (vii) Rate Contractscopies of affiliate letters executed by each Company Pooling Affiliate; and (viii) such other certificates, including in connection with documents and instruments as Parent reasonably requests related to the Effective Date a duly executed ISDA Schedule and related master agreement, evidencing the Borrower’s compliance with its obligations contained in Section 7.01(transactions contemplated hereby.

Delivery of Certain Documents. The Lender On or prior to the Effective Time, the Company shall have received each delivered to Parent all of the following fully following: (a) the Company's minute books, stock transfer records, corporate seal and other materials related to the Company's corporate administration; (b) duly executed documentsStock Transfer Forms representing all outstanding shares of Common Stock of the Company, each and such other documents as may be reasonably necessary to effect the transfer of which shall beshares of Common Stock to Parent; (c) a copy of the final Audited Financial Statements, except together with a report on such Audited Financial Statements addressed to the Company and executed by Deloitte & Touche LLP, in form and substance substantially the same as noted belowthe draft Audited Financial Statements, originals or portable document format dated August 21, 2000 previously delivered to Parent; (“pdf”d) or facsimiles (in each case, followed promptly by originals), duly an employment agreement executed and delivered by Founder in the form attached as Exhibit C (the "Founder's Employment Agreement"); (e) evidence reasonably satisfactory to Parent that the Company has obtained all third party consents set forth in Sections 5.6 or 5.7 of the Disclosure Schedule. (f) a Registration Rights Agreement in substantially the form set forth as Exhibit D hereto (the "Registration Rights Agreement") executed by each party thereto:holder of Common Stock of the Company and holder of Company Warrants; (g) the resignation in writing of the directors of the Company; (h) evidence reasonably satisfactory to Parent that all shares of Company Preferred Stock have been converted into shares of Common Stock of the Company prior to the Effective Time; (i) a Funding Noticeevidence reasonably satisfactory to Parent that all rights under any shareholder, duly executed by the Borrower, as required by and in accordance with Section 2.02 (Notice of Fundings). (ii) all Deferred Contracts with respect to the relevant System(s), which shall be in form and substance reasonably acceptable to the Lender, taking into consideration the assumptions in the Financial Models delivered by Borrower on the Closing Date voting or such later date in accordance with the terms of the Credit Agreementother investors' rights agreement have been terminated; (iiij) lock-up agreements executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Irrevocable Trust, certain holders of Company Options and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (Ak) all Deferred Approvals provided Amendment No.1 to the Independent Engineer pursuant to the LTSA with respect to the System(s) for which the Loan is to be applied and (B) a copy of (x) the results of interconnection testing conducted and (y) the related permission to operate documentationArbor Administrative Services, in each case, with respect to the relevant System(s) in accordance with the requirements of the relevant interconnecting utility; (iv) all Required Consents with respect to the relevant System(s) in form and substance reasonably satisfactory to the Lender; (v) [Intentionally Omitted]; (vi) such updates to the Security Documents (including Consents that are being assigned to the Lender and that relate to the Systems that are the subject of the applicable Funding), lien search reports, UCC financing statements and other recordings and filings referenced in Section 6.01(m) (Conditions to Closing - Lien Search; Perfection) as are requested Inc. Common Stock Purchase Warrant executed by the Lender, including such documents as are reasonably necessary or advisable to ensure the continued perfection of a first-priority security interest in substantially all assets of the Borrower in which a first priority security interest can be perfected by possession or by filings under the UCC; (vii) Rate Contracts, including in connection with the Effective Date a duly executed ISDA Schedule and related master agreement, evidencing the Borrower’s compliance with its obligations contained in Section 7.01(▇▇▇▇▇▇▇ ▇▇▇▇.