Financing Structure. Borrower Ownership Percentage Tax Equity Structure Tax Equity Partner Tax Equity Rating TE Commitment Expiration Date ITC Recapture End Date Asset LLC Name HoldCo Modeled Useful Life (Yrs) Useful Life Yrs Remaining Specific Yield (kWh/kWp) Acquisition Signing Date Acquisition Closing Date System Location Mounting Type Mounting Structure OEM Module OEM Pre-approved Module Supplier Inverter OEM Pre-approved Inverter Supplier DAS Vendor Interconnection Provider O&M Provider Off-Taker / PPA Off-Taker Off-Taker Type Credit Rating Category Credit Rating Credit Rating Date Credit Rating Agency PPA Rate ($ / kWh) PPA Term (Years) PPA Start Date PPA Term End Date PPA Term Remaining PPA COD / REC Deadline Outside PPA COD Other Revenue REC Counterparty Credit Rating Category Credit Rating Contracted REC term Merchant REC Curve REC Price ($/MWh) Contracted Storage Revenue Contracted Storage Revenue Type Purchaser Purchaser Type Credit Rating Category Credit Rating Rate ($ / kWh) Term (Years) Start Date Term End Date Term remaining COD/Deadline Outside COD EPC Contractor Pre-approved EPC Contractor Construction Start Date EPC COD Scheduled Substantial Completion Date O&M Agreement PPA and Offtake Permits Environmental Site Assessment Land/Leases I/C EPC Contract Supply Contracts Guarantees / Credit Support CIM Offtaker Financials Guarantor Financials IE Report or Checklist Insurance Consultant Report or Checklist Market Consultant Report Legal DD Memo Flow of Funds Memorandum Financial Model Sponsor Due Diligence Summary KYC: LLCAs KYC: Certificates of Formation KYC: W-9s Asset Register PPA Matrix Project Costs / Construction Cost Project Materiality Equity Amount 15% Equity Threshold Met Tax Equity Meets 98% Limit Project Date Certain Funding Type TE Commitment (Construction-stage) Sponsor Equity Commitment in lieu of 3rd-party TE EPC Contractor Accepted Battery, Inverter and Panel Suppliers Accepted Debt Sizing Criteria Type Concentration Limit Rating Concentration Limit Model Signoff by Required Lenders Site review & development System design & technology Solar resource & energy analysis Engineering, procurement & construction Operation & maintenance review PPA & interconnection Model; confirmed inputs and project models Sufficient Funds Confirmed Project Costs for Debt Sizing Criteria IE Report/Checklist + EP4 Questionnaire Merchant Curve LC Amounts within Limits Project Documents Acquisition Documents Tax Equity Documents Organization Documents Pledged Collateral Lien Searches Insurance Consultant Report / Checklist Insurance Certificates No Default or Event of Default Lien Creation and Perfection DSRA Funded FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 23, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto, each issuing bank from time to time party thereto (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”), MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and MUFG UNION BANK N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and depositary bank (in such capacity, together with its successors and assigns, the “Depositary Bank”), with the lead arrangers and bookrunners party thereto. Capitalized terms used but not otherwise defined in this Revolving Credit Note shall have the meanings assigned to such terms (whether directly or by reference to another agreement or document) in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Revolving Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in U.S. Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may be declared to be, or in certain circumstances shall automatically become, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.
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Financing Structure. Borrower Ownership Percentage Tax Equity Structure Tax Equity Partner Tax Equity Rating TE Commitment Expiration Date ITC Recapture End Date Asset LLC Name HoldCo Modeled Useful Life (Yrs) Useful Life Yrs Remaining Specific Yield (kWh/kWp) Acquisition Signing Date Acquisition Closing Date System Location Mounting Type Mounting Structure OEM Module OEM Pre-approved Module Supplier Inverter OEM Pre-approved Inverter Supplier DAS Vendor Interconnection Provider O&M Provider Off-Taker / PPA Off-Taker Off-Taker Type Credit Rating Category Credit Rating Credit Rating Date Credit Rating Agency PPA Rate ($ / kWh) PPA Term (Years) PPA Start Date PPA Term End Date PPA Term Remaining PPA COD / REC Deadline Outside PPA COD Other Revenue REC Counterparty Credit Rating Category Credit Rating Contracted REC term Merchant REC Curve REC Price ($/MWh) Contracted Storage Revenue Contracted Storage Revenue Type Purchaser Purchaser Type Credit Rating Category Credit Rating Rate ($ / kWh) Term (Years) Start Date Term End Date Term remaining COD/Deadline Outside COD EPC Contractor Pre-approved EPC Contractor Construction Start Date EPC COD Scheduled Substantial Completion Date O&M Agreement PPA and Offtake Permits Environmental Site Assessment Land/Leases I/C EPC Contract Supply Contracts Guarantees / Credit Support CIM Offtaker Financials Guarantor Financials IE Report or Checklist Insurance Consultant Report or Checklist Market Consultant Report Legal DD Memo Flow of Funds Memorandum Financial Model Sponsor Due Diligence Summary KYC: LLCAs KYC: Certificates of Formation KYC: W-9s Asset Register PPA Matrix Project Costs / Construction Cost Project Materiality Equity Amount 15% Equity Threshold Met Tax Equity Meets 98% Limit Project Date Certain Funding Type TE Commitment (Construction-stage) Sponsor Equity Commitment in lieu of 3rd-party TE EPC Contractor Accepted Battery, Inverter and Panel Suppliers Accepted Debt Sizing Criteria Type Concentration Limit Rating Concentration Limit Model Signoff by Required Lenders Site review & development System design & technology Solar resource & energy analysis Engineering, procurement & construction Operation & maintenance review PPA & interconnection Model; confirmed inputs and project models Sufficient Funds Confirmed Project Costs for Debt Sizing Criteria IE Report/Checklist + EP4 Questionnaire Merchant Curve LC Amounts within Limits Project Documents Acquisition Documents Tax Equity Documents Organization Documents Pledged Collateral Lien Searches Insurance Consultant Report / Checklist Insurance Certificates No Default or Event of Default Lien Creation and Perfection DSRA Funded FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 23, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto, each issuing bank from time to time party thereto (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”), MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and MUFG UNION BANK N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and depositary bank (in such capacity, together with its successors and assigns, the “Depositary Bank”), with the lead arrangers and bookrunners party thereto. Capitalized terms used but not otherwise defined in this Revolving Credit Note shall have the meanings assigned to such terms (whether directly or by reference to another agreement or document) in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Revolving Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in U.S. Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may be declared to be, or in certain circumstances shall automatically become, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE AGREEMENT. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [Signature Page Follows.] By: Name: Title: : To: MUFG Bank Ltd., as Administrative Agent 1221 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇.▇▇▇▇.▇▇ Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of February 23, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), each issuing bank from time to time party thereto (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”), MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and MUFG UNION BANK N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and depositary bank (in such capacity, together with its successors and assigns, the “Depositary Bank”), with the lead arrangers and bookrunners party thereto. Capitalized terms used but not otherwise defined in this certificate shall have the meanings assigned to such terms (whether directly or by reference to another agreement or document) in the Credit Agreement. The undersigned hereby certifies, on behalf of ▇▇▇▇▇▇▇▇, solely in his capacity as a Responsible Officer thereof, and not in his individual capacity and without personal liability, as follows as of the date set forth below:
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Sources: Credit Agreement (MN8 Energy, Inc.)