Common use of Financing Support Clause in Contracts

Financing Support. The Company and the Members shall, at the request of a Member, cooperate with and use commercially reasonable efforts to provide assistance to such Member (at such Member’s sole expense with respect to out of pocket expenses incurred by the Company or the Dominion Member) in connection with any PTC Transfer or to support any debt or tax credit or tax equity financing or any refinancing, renewal or replacement thereof, including the incurrence of any loans or the issuance of any bonds, notes, debentures or hybrid securities or any equity financing (including any tax equity financing or tax credit purchasers or any equity investment or co-investment involving a Member’s direct or indirect equityholders (including limited partners), sponsors or affiliated funds), in each case, in connection with financing of the Capital Contributions required under this Agreement or the Contribution Agreement or monetization of the PTCs or other Tax attributes allocated to a Member pursuant to this Agreement (each, a “Member Financing”). Such cooperation and commercially reasonable efforts by the Company and the Dominion Member shall include (a) providing information for such requesting Member to prepare confidential information memoranda, lender presentations, rating agency presentations, and other similar customary documents and marketing materials for such financing (including pursuant to Section 8.3), (b) providing due diligence information and responses (including in the form of telephonic calls or data rooms, as applicable), (c) providing information for such requesting Member to prepare of disclosure schedules in respect of the definitive documents for such financing, (d) providing to the other Members such information as may be reasonably necessary in connection with such financing (including pursuant to Section 8.3 and including documentation and other information reasonably requested by such Member or its financing sources with respect to (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and beneficial ownership regulations and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act of 1977, as amended, in each case, as they may relate to the Dominion Member, the Company or their respective assets), and (e) taking such other actions as are reasonably requested by the other Members to facilitate the consummation of any such Member Financing that is a tax equity financing, which shall include [***]. For the avoidance of doubt, neither the Dominion Member nor the Company shall be responsible for the preparation of any proforma financial statements and neither the Dominion Member nor the Company shall be obligated to deliver any financial information in a form not customarily prepared by the Dominion Member. In connection with the cooperation and commercially reasonable efforts contemplated by the Dominion Member and the Company under this Section 8.5, the Members and the Company shall use commercially reasonable efforts to agree upon a commercially reasonable liability regime (taking into account any Member Financing Project Related Protections reasonably requested by the financing parties and the allocation of liability in the Transaction Documents); provided, however, if the Members and the Company are unable to agree upon such commercially reasonable liability regime after such commercially reasonable efforts, the Dominion Member shall be required to comply with its other obligations under this Section 8.5 and the Company shall indemnify the Dominion Member with respect to the actions required to be taken by it pursuant to this Section 8.5; provided, further that (x) a Member pursuing a Member Financing shall remain liable for, and bear all Damages, losses or liabilities caused by the actions of such Member and (y) a Member providing any cooperation or assistance pursuant to this Section 8.5 shall have its out-of-pocket costs and expenses incurred in providing such cooperating and assistance reimbursed by the Member pursuing the applicable Member Financing.

Financing Support. The Company (a) Subject to the Transfer restrictions set forth in Article 8 and other express limitations regarding the sharing of sensitive information (including a customary non-disclosure and no trading agreement with respect to clause (y) below) agreed upon by the Members as set forth in this Agreement, the Company shall, at and shall use its commercially reasonable efforts to cause its Affiliates and its and their respective Representatives (solely to the request extent such Representatives have significant, direct involvement in the operation of a Memberthe Company) to, cooperate with and use commercially reasonable efforts to provide assistance to customary support reasonably requested by any Member, at such requesting Member’s sole expense, in connection with the arrangement, syndication, marketing and consummation of any financing (and any refinancing thereof) incurred by such Member (at or its Affiliate) or a proposed Transferee (eligible for such Member’s sole expense with respect to out of pocket expenses incurred by Transfer under the Company or the Dominion Memberterms hereof) in connection with any PTC Transfer or its investment into the Company, limited to, (x) providing customary information about the Company reasonably required to support any debt or tax credit or tax equity be included in customary materials for rating agency presentations, bank information memoranda, private placement memoranda, offering memoranda and similar customary marketing documents reasonably required in connection with such financing or refinancing (it being understood that such Member or proposed Transferee shall, no later than two (2) calendar days prior to such materials being shared with any external parties, provide the foregoing marketing documents to Intel Member and the Company for their review and approval, and that such marketing documents shall provide that any such financing or refinancing is non-recourse to the Company, Intel Member and Intel Member’s Affiliates), and (y) cooperating reasonably with the due diligence requirements of the lenders or purchasers of such financing or refinancing, renewal to the extent customary and reasonable, including, for the avoidance of doubt, cooperation with such lenders’ or replacement thereof, purchasers’ insurance consultants in connection with customary review and reporting on insurance matters relevant to the Company (including the incurrence insurance certificates that the Company is entitled to request under Section 2.6.3 of the Risk of Loss Agreement), but, in each case of clauses (x) and (y), subject to exceptions customary for such financings; provided, that (i) the Company and its Representatives shall not be obligated to provide information determined by Intel Member to be sensitive to the Intel Group, (ii) any such information shall be subject to the Transfer restrictions set forth in Article 8 and other express limitations regarding the sharing of sensitive information agreed upon by the Members as set forth in this Agreement and shall not exceed updates to materials already provided to the Co-Investor in connection with its original fundraising, (iii) the Company and its Representatives shall not be required to participate in any meeting, presentation, road show, due diligence session or session with any rating agency in connection with any such financing (or refinancing), (iv) the Company and its Representatives shall not be required to prepare or provide any financial statements beyond the quarterly and year-end financial statements of the Company otherwise required to be delivered to Co-Investor Member pursuant to Section 6.5(a) and Section 6.5(b), (v) the Company and its Representatives shall not be required to prepare or provide any information not readily available or accessible to the Company or that cannot reasonably be prepared by the Company without undue effort or expense, (vi) the Company and its Representatives shall not be obligated to provide any such cooperation, to the extent such cooperation would cause the breach of any loans contract to which the Company or Intel Member or any of their respective Subsidiaries or other Affiliates is a party or any violation of Applicable Law or that would unreasonably interfere with the ongoing operations of the Company or Intel Member or any of their respective Subsidiaries or other Affiliates (provided, that, the Company and its Representatives will use commercially reasonable efforts to provide such cooperation without causing any such violation), and (vii) in respect of any financing or refinancing for which Co-Investor Member requests financing support under this Section 6.6, Co-Investor Member (or proposed Transferee of Co-Investor Member) shall provide prior written notice to the Company not less than forty-five (45) days prior to the launch of such financing or refinancing; provided, further, that (x) Co-Investor Member shall not, and shall cause its Affiliates not to, seek to obtain or receive or consummate any financing or refinancing in connection with Co-Investor Member’s investment in the Company from the prohibited financing sources listed on Schedule 6.6 attached hereto, as such Schedule 6.6 may be updated from time to time by Intel Member upon the prior written consent of Co-Investor Member; (y) Co-Investor Member shall not, and shall cause its Affiliates not to, seek to obtain or receive or consummate any financing or refinancing in connection with Co-Investor Member’s investment in the Company without providing at least seventy-five (75) days’ prior written notice to Intel Member and Intel Member not objecting to such financing or refinancing efforts within ten (10) days after receipt of such notice; provided, that, Intel Member shall not object unless it reasonably determines that such financing or refinancing efforts will interfere with the financing efforts of Intel Member or its Affiliates during such seventy-five-day (75) period; and (z) any requests by Co-Investor Member or Co-Investor Member’s Affiliates or Representatives for such support shall be made through the Intel Managers or Persons designated by the Intel Managers to receive such requests. (b) Except for fees paid to Co-Investor Member or any of its Affiliates in connection with the Arranger Fee under the Arrangement Fee Agreement, in no event shall Intel Member, the Company or any of their respective Affiliates be required to (i) pay any commitment or other fee in connection with any financing (or any refinancing thereof) incurred by a Member or a proposed Transferee (eligible for such Transfer under the terms hereof) of any Transferor in connection with its investment into the Company or (ii) incur any liability (including due to any act or omission by the Co-Investor or the issuance Company or any of their respective Affiliates or Representatives) or expense in connection with providing any such financing cooperation or as a result of any bondsinformation provided by the Co-Investor, notes, debentures or hybrid securities the Company or any equity of their respective Affiliates or their respective Representatives in connection therewith, which, in each case described in this clause (ii), is not reimbursed or indemnified by Co-Investor Member pursuant to this Section 6.6. Co-Investor Member shall (A) promptly reimburse Intel Member, upon request by Intel Member, for all reasonable and documented costs and expenses (including documented costs and expenses for compensation of applicable employees and agents and related administration) incurred by the Company, Intel Member or any of their respective Affiliates or Representatives in connection with the cooperation contemplated by this Section 6.6 and (B) indemnify and hold harmless the Company, Intel Member and their respective Affiliates and their respective Representatives from and against any and all claims, liabilities, Taxes, damages, losses, costs and expenses suffered or incurred by them in connection with the arrangement of any such debt financing (including or refinancing) and the provision of any tax equity information utilized in connection therewith and any financing or tax credit purchasers or any equity investment or co-investment involving a Member’s direct or indirect equityholders (including limited partners)cooperation provided pursuant to this Section 6.6, sponsors or affiliated funds)except, in each case, insofar as such claims, liabilities, Taxes, damages, losses, costs and expenses arose out of or resulted from Fraud of willful misconduct of the Company, Intel Member or any of their respective Affiliates or Representatives. (c) For a period of forty-five (45) calendar days following the issuance by Intel Member or any Affiliate of Intel Member of a press release announcing quarterly or annual earnings (the “Window Period”), Co-Investor Member shall not, and shall cause its Affiliates not to, announce, market, syndicate, place or consummate any financing or refinancing, or seek to do any of the foregoing, in connection with financing of the Capital Contributions required under this Agreement or the Contribution Agreement or monetization of the PTCs or other Tax attributes allocated to a Member pursuant to this Agreement (each, a “Member Financing”). Such cooperation and commercially reasonable efforts by the Company and the Dominion Member shall include (a) providing information for such requesting Member to prepare confidential information memoranda, lender presentations, rating agency presentations, and other similar customary documents and marketing materials for such financing (including pursuant to Section 8.3), (b) providing due diligence information and responses (including Co-Investor Member’s investment in the form Company, without the prior consent of telephonic calls or data rooms, as applicable), Intel Member. In the event that at least fifteen (c15) providing information for such requesting Member to prepare of disclosure schedules in respect of the definitive documents for such financing, (d) providing calendar days prior to the other Members date of such information as may be reasonably necessary in connection with such financing (including pursuant earnings release, Co-Investor Member requests to Section 8.3 announce and including documentation and other information reasonably requested by such Member commence a marketing or its financing sources syndication process with respect to (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, such a financing or refinancing that would be continuing during the PATRIOT Act and beneficial ownership regulations and (y) Window Period or that would be placed or consummated during the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act of 1977, as amendedWindow Period, in each case, as they may relate notified to Intel Member by Co-Investor Member prior to the Dominion Memberdate of such earnings release, the Company or their respective assets), and (e) taking such other actions as are reasonably requested by the other Members to facilitate the consummation of any such Co-Investor Member Financing that is a tax equity financing, which shall include [***]. For the avoidance of doubt, neither the Dominion Member nor the Company shall be responsible for the preparation of any proforma financial statements and neither the Dominion Member nor the Company shall be obligated to deliver any financial information in a form not customarily prepared by the Dominion Member. In connection may only proceed with the cooperation and commercially reasonable efforts contemplated by the Dominion Member and the Company under this Section 8.5, the Members and the Company shall use commercially reasonable efforts to agree upon a commercially reasonable liability regime (taking into account any Member Financing Project Related Protections reasonably requested by the financing parties and the allocation consent of liability in the Transaction Documents); provided, however, if the Members and the Company are unable to agree upon such commercially reasonable liability regime after such commercially reasonable efforts, the Dominion Member shall be required to comply with its other obligations under this Section 8.5 and the Company shall indemnify the Dominion Member with respect to the actions required to be taken by it pursuant to this Section 8.5; provided, further that (x) a Member pursuing a Member Financing shall remain liable for, and bear all Damages, losses or liabilities caused by the actions of such Member and (y) a Member providing any cooperation or assistance pursuant to this Section 8.5 shall have its out-of-pocket costs and expenses incurred in providing such cooperating and assistance reimbursed by the Member pursuing the applicable Member FinancingIntel Member.