CREDIT AGREEMENT

Exhibit 10.9

CREDIT AGREEMENT

dated as of September 11, 2024 by and among

ARES DENALI MEMBER, LLC, and ACI DENALI MEMBER, LLC

each, as a Borrower,

ARES DENALI HOLDINGS, LLC, and ACI DENALI HOLDINGS, LLC

each, as a Pledgor,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

MUFG BANK, LTD.,

as Administrative Agent

and

BNP PARIBAS,

as Collateral Agent

MUFG BANK, LTD. and BNP PARIBAS

as Coordinating Lead Arrangers and Bookrunners

MUFG BANK, LTD. and BNP PARIBAS,

as Co-Green Loan Coordinators

$561,140,000 Term Facility

$27,000,000 DSR LC Facility

A Green Loan Following the Green Loan Principles

TABLE OF CONTENTS


Article I DEFINITIONS AND ACCOUNTING TERMS
Section 1.1 Defined Terms
Section 1.2 Use of Defined Terms
Section 1.3 Cross-References
Section 1.4 Accounting and Financial Determinations; Time
Section 1.5 Use of Certain Terms
Section 1.6 Rates
Article II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND DSR LETTERS OF CREDIT
Section 2.1 Commitments
Section 2.2 Reduction of the Commitment Amounts
Section 2.3 Borrowing Procedures; Funding Reliance
Section 2.4 Continuation and Conversion Elections
Section 2.5 [Reserved]
Section 2.6 DSR Letters of Credit Issuance Procedures
Section 2.7 Register; Notes
Section 2.8 Cash Waterfall
Article III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
Section 3.1 Repayments and Prepayments; Application
Section 3.2 Interest Provisions
Section 3.3 Fees
Article IV CERTAIN SOFR AND OTHER PROVISIONS
Section 4.1 Inability to Determine Rates; SOFR Lending Unlawful
Section 4.2 Benchmark Replacement Setting
Section 4.3 Increased Costs, etc.
Section 4.4 Funding Losses
Section 4.5 Increased Capital Costs
Section 4.6 Taxes
Section 4.7 Payments, Computations, etc.
Section 4.8 Sharing of Payments
Section 4.9 Setoff
Section 4.10 Central Lending Office
Section 4.11 Replacement of Lenders
Section 4.12 Defaulting Lenders
Section 4.13 Extension of Applicable Maturity Date.
Article V CONDITIONS PRECEDENT
Section 5.1 Initial Credit Extension
Section 5.2 All Credit Extensions
Section 5.3 Determinations Under Article V
Article VI REPRESENTATIONS AND WARRANTIES
Section 6.1 Organization, etc.
Section 6.2 Due Execution, Delivery and Authorization, Non-Contravention, etc.
Section 6.3 Government Approval, Regulation, etc.


Section 6.4 Validity, etc.
Section 6.5 Passive Holding Company
Section 6.6 No Material Adverse Effect
Section 6.7 Litigation
Section 6.8 Subsidiaries
Section 6.9 Ownership of Properties
Section 6.10 [Reserved]
Section 6.11 Taxes; Other Laws
Section 6.12 Pension Plans
Section 6.13 Environmental Warranties
Section 6.14 Financial Statements; Accuracy of Information; Projections.
Section 6.15 Regulations T, U and X; Investment Company Act
Section 6.16 Energy Regulatory Matter
Section 6.17 Solvency
Section 6.18 Deposit Account and Security Accounts
Section 6.19 Employees
Section 6.20 Collateral
Section 6.21 Sanctions; Corrupt Practices Laws; Anti-Money Laundering
Section 6.22 Business Purpose
Section 6.23 No Default
Article VII AFFIRMATIVE COVENANTS
Section 7.1 Financial Information, Reports, etc.
Section 7.2 Litigation and Other Notices.
Section 7.3 Maintenance of Existence; Maintenance of Properties; Compliance with Laws, Maintenance of Permits, etc.
Section 7.4 Maintenance of Insurance
Section 7.5 Books and Records; Inspection
Section 7.6 Environmental Laws
Section 7.7 Use of Proceeds
Section 7.8 Security, Further Assurances, etc.
Section 7.9 Maintenance of Corporate Separateness
Section 7.10 Accounts
Section 7.11 Taxes
Section 7.12 Interest Rate Hedge Agreements
Section 7.13 Tax Status
Section 7.14 Anti-Money Laundering Laws; Sanctions; Corrupt Practices Laws
Article VIII NEGATIVE COVENANTS
Section 8.1 Business Activities; Subsidiaries; Joint Ventures.
Section 8.2 Indebtedness
Section 8.3 Liens
Section 8.4 Investments
Section 8.5 Restricted Payments, etc.
Section 8.6 Consolidation, Merger; Sale of Assets and Acquisitions.
Section 8.7 Modification of Organic Documents
Section 8.8 Transactions with Affiliates


Section 8.9 Accounting Changes; Tax Status
Section 8.10 Speculative Transactions
Section 8.11 Anti-Money Laundering Laws; Sanctions; Corrupt Practices Law.
Section 8.12 Sales and Lease-Backs
Section 8.13 Margin Regulations
Section 8.14 Accounts
Section 8.15 Governance
Article IX EVENTS OF DEFAULT
Section 9.1 Listing of Events of Default
Section 9.2 Action if Bankruptcy
Section 9.3 Action if Other Event of Default
Section 9.4 Application of Proceeds
Article X THE AGENTS
Section 10.1 Actions, Appointment; Powers and Duties
Section 10.2 Exculpation; Notice of Default
Section 10.3 Successor
Section 10.4 Credit Extensions by the Administrative Agent, the Collateral Agent and Each DSR LC Issuer
Section 10.5 Credit Decisions
Section 10.6 Copies, etc.
Section 10.7 Reliance by the Administrative Agent, the Collateral Agent and the DSR LC Issuers
Section 10.8 The Administrative Agent, the Collateral Agent and the DSR LC Issuers
Section 10.9 Appointment of Sub-Agent; etc.
Section 10.10 Other Agents
Section 10.11 Posting of Approved Electronic Communications; Non-Public Information
Section 10.12 Withholding Tax
Section 10.13 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim
Section 10.14 Erroneous Payment
Section 10.15 The Collateral Agent
Section 10.16 Security Documents
Section 10.17 Reliance Letters.
Article XI MISCELLANEOUS PROVISIONS
Section 11.1 Waivers, Amendments, etc.
Section 11.2 Notices; Time
Section 11.3 Payment of Costs and Expenses
Section 11.4 Indemnification
Section 11.5 Survival
Section 11.6 Severability
Section 11.7 Headings
Section 11.8 Execution in Counterparts, Effectiveness, etc.
Section 11.9 Governing Law; Entire Agreement
Section 11.10 Successors and Assigns; Third Party Beneficiaries


Section 11.11 Sale and Transfer of Credit Extensions; Participations in Credit Extensions; Notes
Section 11.12 Other Transactions
Section 11.13 Independence of Covenants and Default Provisions
Section 11.14 Confidentiality
Section 11.15 Forum Selection and Consent to Jurisdiction
Section 11.16 Waiver of Jury Trial
Section 11.17 Counsel Representation
Section 11.18 PATRIOT Act
Section 11.19 Scope of Liability
Section 11.20 Lender Obligations Several; Independent Nature of Lenders’ Rights
Section 11.21 No Fiduciary Obligation
Section 11.22 Acknowledgment and Consent to Bail-In of EEA Financial Institutions
Section 11.23 Acknowledgment Regarding Any Supported QFCs
Section 11.24 Green Loan Framework
Section 11.25 Release of Borrower
Section 11.26 Joint and Several Liability of Borrowers

SCHEDULE I - Disclosure Schedule

SCHEDULE II - Commitments

SCHEDULE III - Amortization Schedule

SCHEDULE IV - Material Power Purchase Agreements

SCHEDULE V - Dutch Auction Procedures

SCHEDULE VI - Notice Information

SCHEDULE VII - Terms of Subordinated Indebtedness

SCHEDULE VIII - [Reserved]

SCHEDULE IX - Annual Preferred Target

SCHEDULE X - Green Loan Framework

EXHIBIT A-1 - Form of Term Note

EXHIBIT A-2 - Form of DSR LC Note

EXHIBIT B-1 - Form of Borrowing Request

EXHIBIT B-2 - Form of Issuance Request

EXHIBIT C - Form of Continuation/Conversion Notice

EXHIBIT D-1 - Form of Lender Assignment Agreement

EXHIBIT D-2 - Form of Affiliate Assignment Agreement

EXHIBIT E - Form of Compliance Certificate

EXHIBIT F-1 - Form of U.S. Tax Compliance Certificate (For Non-U.S. Persons that are not Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT F-2 - Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT F-3 - Form of U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT F-4 - Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants/Partnerships that are Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT G - Form of Solvency Certificate

CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of September 11, 2024 is made by and among Ares Denali Member, LLC, a Delaware limited liability company (“Ares Denali Member”) and ACI Denali Member, LLC, a Delaware limited liability company (“ACI Denali Member”, together with ▇▇▇▇ ▇▇▇▇▇▇ Member, each a “Borrower” and collectively the “Borrowers”), Ares Denali Holdings, LLC, a Delaware limited liability company (“Ares Denali Holdings”) and ACI Denali Holdings, LLC, a Delaware limited liability company (“ACI Denali Holdings”, together with Ares Denali Holdings, each a “Pledgor” and collectively the “Pledgors”), the Lenders from time to time party hereto (the “Lenders”), the DSR LC Issuers (as defined below) from time to time party hereto, MUFG Bank, Ltd., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BNP PARIBAS, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, as of the Closing Date, each Pledgor owns 100% of the applicable Borrower as follows: Ares Denali Holdings owns 100% of the outstanding Capital Securities in Ares Denali Member and ACI Denali Holdings owns 100% of the outstanding Capital Securities in ACI Denali Member.

WHEREAS, the Borrowers intend to collectively acquire, on the Closing Date, 99% of the outstanding equity interests in Denali Equity Holdings LLC, a Delaware limited liability company (the “Target”), which equity interest will convert into 9,900 Class A Units (as defined in the Target LLCA, defined below) of the Target on the Closing Date (such acquisition, the “Acquisition”), pursuant to that certain purchase and sale agreement (together with all exhibits and schedules thereto, the “Purchase and Sale Agreement”), dated as of September 11, 2024, by and among ENGIE Saturn Holdings LLC, a Delaware limited liability company (“ENGIE Member”), ENGIE Orion Corp LLC, a Delaware limited liability company (“ENGIE Orion” and, together with ENGIE Member, the “Seller”) and each Borrower, each as a buyer, and, upon the consummation of the Acquisition, the Target will own 49.49% of Denali Renewable Partners LLC, a Delaware limited liability company (“Denali Partners”) and 32.32% of Denali Storage Equity Holdings LLC, a Delaware limited liability company (“Denali Storage Equity Holdings” and, together with Denali Partners, the “JV Partnerships”), and Seller and Seller’s Affiliates will own the remainder of the equity interests of the JV Partnerships. Upon the Acquisition, ENGIE Member will own the remaining 1% of the outstanding equity interests in the Target, representing 100% of the Class B Units (as defined in the Target LLCA);

WHEREAS, at the time of consummating the Acquisition, (a) Denali Partners will own (i) 100% of the outstanding Capital Securities in Tacoma Class B Member LLC, a Delaware limited liability company (“Tacoma Class B Member”), which owns 100% of the Class B membership interests in Tacoma Holdco LLC, a Delaware limited liability company (“Tacoma Tax Equity Partnership”), (ii) 100% of the outstanding Capital Securities in Five ▇▇▇▇▇ Solar Class B Member LLC, a Delaware limited liability company (“Five ▇▇▇▇▇ Solar Class B Member”), which owns 100% of the Class B membership interests in Five ▇▇▇▇▇ Solar Holdco LLC, a Delaware limited liability company (“Five ▇▇▇▇▇ Solar Tax Equity Partnership”); (iii) 100% of the outstanding

Capital Securities in ▇▇▇▇▇▇▇ Creek Solar Class B Member LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Creek Solar Class B Member”), which owns 100% of the Class B membership interests in ▇▇▇▇▇▇▇ Creek Solar Holdco LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Creek Solar Tax

Equity Partnership”); (iv) 100% of the outstanding Capital Securities in Saturn Class B Member LLC, a Delaware limited liability company (“Saturn Class B Member”), which owns 100% of the Class B membership interests in Saturn Holdco LLC, a Delaware limited liability company (“Saturn Tax Equity Partnership”), (b) Denali Storage Equity Holdings will own 100% of the outstanding Capital Securities in Denali Storage Holdco LLC, a Delaware limited liability company (“Denali Storage Holdco”) and (c) the Tax Equity Partnerships and Denali Storage Holdco collectively own 100% of the outstanding Capital Securities in the Project Companies and Projects as set forth in Item 6.8 of the Disclosure Schedules; and

WHEREAS, in connection with the Acquisition, each Borrower has requested that the Lenders and DSR LC Issuers extend, and the Lenders and DSR LC Issuers have agreed to extend, on the terms and conditions set forth in this Agreement and the other Loan Documents, certain credit facilities (the “Facilities”) to each Borrower in an aggregate amount of $588,140,000, consisting of (a) a term facility in an aggregate principal amount of $561,140,000 and (b) a debt service reserve letter of credit facility, in an amount equal to $27,000,000, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Defined Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“Acceptable Accountant” means Deloitte LLP, PwC, LLP, Ernst & Young LLP, KPMG LLP or any other nationally recognized independent certified accountant approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned, or delayed).

“Acceptable Bank” means the DSR LC Issuers as of the Closing Date and any bank whose long-term unsecured Indebtedness is rated at least “A-” by S&P and “A3” by Moody’s (or whose obligations under the applicable Acceptable Letter of Credit are confirmed by a financial institution with such rating).

“Acceptable Letter of Credit” means any irrevocable letter of credit that (a) has been issued by an Acceptable Bank in favor of the Collateral Agent in respect of which (i) no Obligor or other Borrower Company is the account party, (ii) no Obligor or other Borrower Company is otherwise liable for any reimbursement payments for any drawings or other payments thereunder and (iii) there is no recourse to any Collateral or any assets of any Borrower Company in support of the obligations thereunder, (b) (x) permits a drawing on such letter of credit (i) in the event that the issuer thereof ceases to be an Acceptable Bank and a replacement letter of credit has not been

obtained from an Acceptable Bank within thirty (30) days thereafter or (ii) if such letter of credit has not been renewed or extended within thirty (30) days of its stated termination or expiration date and (y) is otherwise on customary letter of credit terms reasonably acceptable to the Collateral Agent.

“Account Bank” means, with respect to any Account owned by each Borrower, (a) BNP Paribas or (b) any other financial institution selected by the applicable Borrower to hold such Account; provided that, in the case of this clause (b), such financial institution shall be a commercial bank organized under the laws of the United States or of any state thereof and having a combined capital and surplus of at least $300,000,000.

“Accounts” means the Available Cash Accounts, the DSR Accounts, the Distribution Suspense Accounts, the Other Proceeds Accounts, and the Annualization Reserve Accounts.

“Acquisition” is defined in the recitals.

“Adjusted Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00% and (c) Daily Compounded SOFR in effect on such day plus 1.00%; provided, however, that if the rate per annum obtained shall be less than 0.00%, the “Adjusted Base Rate” shall be deemed to be 0.00% per annum for purposes of this Agreement. Any change in the Adjusted Base Rate due to a change in the Base Rate, Daily Compounded SOFR or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Base Rate, Daily Compounded SOFR or the Federal Funds Effective Rate, respectively.

“Administrative Agent” is defined in the preamble and includes each other Person appointed as the successor Administrative Agent pursuant to Section 10.3.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender” is defined in Section 4.11.

“Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common Control with such Person; provided, that in no event shall the Target or any of its Subsidiaries be (or be deemed to be) an Affiliate of the Sponsor or any of its Subsidiaries. “Control” of a Person means the power, directly or indirectly, (a) to vote (under ordinary circumstances) more than 50% of the Capital Securities (on a fully diluted basis) of such Person for the election of directors, managing members or general partners (as applicable) or (b) to direct or cause the direction of the management and policies of such Person (whether by contract or otherwise).

“Affiliate Assignment Agreement” means an assignment and assumption agreement substantially in the form of Exhibit D-2, with such amendments or modifications as may be approved by the Administrative Agent.

“Agent” means each of the Administrative Agent and the Collateral Agent.

“Agreement” means, on any date, this credit agreement, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

“Annual Excess Distributions” is defined in Section 2.8.5(b).

“Annual Period” is defined in the definition of “Excess Distributions”.

“Annual Preferred Target” means in respect of any calendar year, the amount set forth in Schedule IX for such calendar year.

“Annualization Reserve Account” means each Deposit Account or Securities Account established in the name of each Borrower with an Account Bank and used for the purposes contemplated by Section 2.8.1, Section 2.8.5 and Section 2.8.8 (and collectively, all such accounts for all Borrowers shall be referred to herein as the “Annualization Reserve Accounts”).

“Anti-Money Laundering Laws” means any applicable law relating to money laundering and any predicate crime thereto in any jurisdiction where any Obligor or Borrower Company is located or doing business including the Bank Secrecy Act, as amended by the PATRIOT Act, and all regulations promulgated thereunder.

“Applicable Equity Percentage” means, with respect to any Target Equity Disposition, a percentage equal to the Capital Securities Disposed by each Borrower pursuant to such Target Equity Disposition divided by the aggregate Capital Securities of the Target owned by such Borrower as of the Closing Date.

“Applicable Margin” means (a) for the period from the Closing Date until, but excluding, the third (3rd) anniversary of the Closing Date, (i) for Loans maintained as SOFR Loans, 2.00% per annum and (ii) for Loans maintained as Base Rate Loans, 1.00% per annum and (b) for the period from, and including, the third (3rd) anniversary of the Closing Date until, but excluding, the Maturity Date, (i) for

Loans maintained as SOFR Loans, 2.125% per annum and, (ii) for Loans maintained as Base Rate Loans, 1.125% per annum.

“Approved Fund” means any Person (other than a Disqualified Institution or a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course and (b) is administered or managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers or manages a Lender.

“Auction Manager” means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrowers (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Dutch Auction; provided that no Borrower shall designate the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as and such Borrower shall be under no obligation to engage the Administrative Agent to act as the Auction Manager); provided, further, that no Obligor, any Borrower Company nor any of their respective Affiliates may act as the Auction Manager.

“Authorized Financial Officer” means, relative to each Borrower, an Authorized Officer of such Borrower that is the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, President, Vice President, Secretary or Treasurer, or in each case of the foregoing, an Authorized Officer that has substantially similar duties as such role, as the case may be, of such ▇▇▇▇▇▇▇▇.

“Authorized Officer” means, relative to any Obligor, those of its officers, general partners, managing members or other authorized representatives (as applicable) whose signatures and incumbency shall have been certified to the Administrative Agent, the Lenders and the DSR LC Issuers pursuant to Section 5.1.1(b) or pursuant to a certificate delivered to the Administrative Agent and the Lenders after the Closing Date in form and substance satisfactory to the Administrative Agent.

“Available Cash Account” means each Deposit Account or Securities Account established in the name of each Borrower with an Account Bank and used for the purposes contemplated by Section 2.8.1, Section 2.8.2 and Section 2.8.8 (and collectively, all such accounts for all Borrowers shall be referred to herein as the “Available Cash Accounts”).

“Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period (or any similar or analogous definition) pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “interest period” (or any similar or analogous definition), if any, pursuant to Section 4.2.4.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European

Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Case Lender Financial Model” means, collectively, (a) a financial model with file name “Project Denali – Ares Financing Model (9.3.2024)” and (b) a financial model with file name “Project Denali – Sponsor Operating Model (8.28.2024)_vF.”

“Base Rate” means the rate of interest per annum publicly announced from time to time by the Person acting as the Administrative Agent as its prime rate in effect at its principal office in New York City; provided that, if the Base Rate so established would be less than 0.00%, the “Base Rate” shall be deemed to be 0.00% per annum for purposes of this Agreement. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at, above or below the Base Rate. Any change in the Base Rate shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan bearing interest at a fluctuating rate determined by reference to the Adjusted Base Rate.

“Benchmark” means, initially, Daily Compounded SOFR; provided that if a Benchmark Transition Event has occurred with respect to Daily Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.2.1.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and each Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and

(b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and each Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such

spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation

thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “▇▇▇▇▇▇▇ Creek” is defined in Item 6.8 of the Disclosure Schedules. “▇▇▇▇▇▇▇ Creek Solar Class B Member” is defined in the recitals.

“▇▇▇▇▇▇▇ Creek Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules. “▇▇▇▇▇▇▇ Creek Solar Tax Equity Partnership” is defined in the recitals.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” means the Board of Governors of the Federal Reserve System of the United States. “Borrower” and “Borrowers” are defined in the preamble.

“Borrower Companies” means, collectively, each Borrower, the Target, the JV Partnerships, the Class B Members, the Tax Equity Partnerships and the Project Companies, and each, individually, a “Borrower Company.”

“Borrower Materials” is defined in Section 10.11.5.

“Borrowing” means the Loans of the same Type and, in the case of SOFR Loans, having the same Interest Payment Dates made by all Lenders required to make such Loans on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.3.

“Borrowing Request” means a Loan request and certificate duly executed and delivered by an Authorized Officer of each Borrower substantially in the form of Exhibit B-1 hereto.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Capital Leases” is defined in Section 1.4.4.

“Capital Securities” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including any limited or general partnership interests and any limited liability company membership interests, and any and all warrants, rights or options to purchase any of the foregoing, whether now outstanding or issued after the Closing Date.

“Capitalized Lease Liabilities” means, all monetary obligations of the Borrower Companies under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof as determined in accordance with GAAP.

“Cash” means money, currency or a credit balance in any demand account or deposit account (as such term is defined in the UCC).

“Cash Collateralize” means with respect to any DSR Letter of Credit or any other Obligation, the deposit of immediately available funds into a cash collateral account or accounts held by each Borrower (any such account, an “▇▇ ▇▇▇▇ Collateral Account” and collectively the “▇▇ ▇▇▇▇ Collateral Accounts”) maintained with (or on behalf of) the applicable DSR LC Issuer on terms reasonably satisfactory to such DSR LC Issuer in an amount equal to (in the aggregate) 102% of the Stated Amount of such DSR Letter of Credit or such other Obligation. “Cash Collateral,” “Cash Collateralized” and “Cash Collateralization” shall have correlative meanings.

“Cash Equivalent Investment” means, at any time:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition thereof and, at the time of acquisition, having a rating of A+ or higher from S&P or A1 or higher from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(c) investments in commercial paper maturing within one (1) year from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or ▇▇▇▇▇’▇ (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(d) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 270 day from the date of acquisition thereof issued or guaranteed by or placed with the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States or any state thereof that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has a Tier 1 capital ratio (as defined in such regulations) of not less than 10%;

(e) demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, and certificates of deposit or bankers acceptances of depository institutions, issued or offered by the Administrative Agent, the Account Bank or its affiliates or any domestic office of any commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than

$1,000,000,000;

(f) fully collateralized repurchase agreements with a term of not more than one hundred and eighty (180) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) or (e) above;

(g) repurchase and reverse repurchase agreements with a term of not more than one hundred and eighty (180) days collateralized with government securities of the type referred to in clause (a) or (b) above, including those of the Account Bank or any of its affiliates and entered into with a financial institution satisfying the criteria of clause (d) or

(e) above;

(h) investments in money market mutual funds having a rating in the highest investment category granted thereby from S&P or ▇▇▇▇▇’▇, including any mutual fund for which the Account Bank or an affiliate of the Account Bank serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Account Bank or an affiliate of the Account Bank receives fees from funds for services rendered, (ii) the Account Bank collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Account Bank or an affiliate of the Account Bank;

(i) other short term investments utilized by foreign subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing; and

(j) Cash.

“Cash Flow Available for Debt Service” means, for any Test Period, Revenues (i) deposited or accrued in the Available Cash Accounts during such Test Period, (ii) from earnings or interest in the Accounts, and (iii) transferred from the Annualization Reserve Accounts, minus Operating Expenses paid during such period from the Available Cash Accounts; provided that,

notwithstanding clause (f) of the definition of “Revenue”, the proceeds of equity contributions made to the Borrowers may be included as Revenue for the purpose of calculating Cash Flow Available for Debt Service for a Test Period up to three (3) times only in the aggregate during the term of this Agreement and not in any consecutive Test Period.

“Casualty Event” means the damage, destruction or condemnation, as the case may be, of any property of any Borrower Company, but in any event shall exclude any losses due to business interruption and any Title Event or Event of Loss.

“Century Oak” is defined in Item 6.8 of the Disclosure Schedules.

“Century Oak Project Company” is defined in Item 6.8 of the Disclosure Schedules. “CERCLA” means the Comprehensive Environmental Response, Compensation, and

Liability Act of 1980, as amended.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the

Code.

“Change in Law” is defined in Section 4.3.

“Change of Control” means (a) the Investors collectively cease to directly or indirectly own

and control greater than 50% of the Capital Securities in each Borrower; or (b) any Pledgor ceases to own and control one hundred percent (100%) of the Capital Securities it holds in the applicable Borrower.

“Class B Members” means, collectively, Tacoma Class B Member, Five ▇▇▇▇▇ Solar Class B Member, ▇▇▇▇▇▇▇ Creek Solar Class B Member and Saturn Class B Member, and each, individually, a “Class B Member.”

“Closing Date” means the date of the initial Credit Extension hereunder.

“Code” means the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified from time to time (unless as specifically provided otherwise).

“Collateral” has the meaning assigned to such term in the Pledge and Security Agreement, but for the avoidance of doubt, shall not include any Excluded Asset.

“Collateral Agent” is defined in the preamble and includes each other Person appointed as the successor Collateral Agent pursuant to Article X.

“Collateral Requirement” means the requirement that:

(a) the Administrative Agent shall have received each Security Document required to be delivered on the Closing Date pursuant to Section 5.1.8 and from time to time pursuant to Section 7.8, subject to the limitations and exceptions of this Agreement or any Security Document, duly executed by each Obligor thereto;

(b) the Obligations shall have been secured pursuant to the Pledge and Security Agreement by a first-priority security interest, subject to Liens permitted by Section 8.3, in (i) all the Capital Securities in each Borrower (and the Collateral Agent shall have received certificates or other instruments representing all such Capital Securities (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank) and (ii) all Capital Securities in the Target that are owned by each Borrower (and the Collateral

Agent, to the extent such interests are certificated, shall have received within five (5) Business Days of the Closing Date, certificates or other instruments representing all such Capital Securities (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank);

(c) all Pledged Debt (as defined in the Pledge and Security Agreement) owing to each Borrower that is evidenced by a promissory note shall have been delivered to the Collateral Agent pursuant to the Pledge and Security Agreement and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) the Obligations shall have been secured by a perfected security interest in

(i) all now owned or at any time hereafter acquired tangible and intangible assets of each Borrower and (ii) each Pledgor’s Capital Securities in each Borrower, in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Security Documents (to the extent appropriate in the applicable jurisdiction); and

(e) except as otherwise contemplated by this Agreement or any Security Document, all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Security Documents, applicable law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral Requirement”, shall have been filed, registered or recorded.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, or taking other actions with respect to, the following (collectively, the “Excluded Assets”, which shall not include (x) the Accounts or the Cash or Cash Equivalent Investments on deposit therein,

(y) any Capital Securities in the Target or any other Person that are owned by each Borrower or (z) any Capital Securities in any Borrower or any Pledged Debt owing to any Borrower):

a. mortgages of any real property,

b. motor vehicles and other assets subject to certificates of title where the amount of damages claimed by the applicable Obligor is less than $500,000,

c. any particular asset, if the pledge thereof or the security interest therein is prohibited or restricted by law (including any requirement to obtain the consent of any Governmental Authority or third party (other than an Obligor) unless such consent has been obtained and only to the extent such consequence shall exist (but this clause shall not operate to exclude a security interest in any Borrower’s direct Subsidiaries (including that of the Target) or in all of the Capital Securities of any Borrower)),

d. Excluded Accounts;

e. any amount which any Borrower distributes in accordance with the this Agreement (including with respect to distributions made in accordance with Section 8.5) or held in any Deposit Account or Securities Account of any Pledgor,

f. any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent- to-use trademark application under applicable federal law,

g. any assets of a Released Borrower and a Released Pledgor,

h. any assets to the extent a security interest in such assets would result in material adverse U.S. federal income tax consequences to any Borrower or any of its direct or indirect parent companies, as reasonably determined by such Borrower in consultation with the Administrative Agent (but this clause shall not operate to exclude a security interest in such Borrower’s direct Subsidiaries (including that of the Target) or in all of the outstanding Capital Securities in such Borrower);

i. any particular assets acquired after the Closing Date (other than any Cash or Cash Equivalent Investments held in any of the Accounts or any Capital Securities in the Target that are owned by any Borrower) if the Administrative Agent and such Borrower reasonably agree that the burden, cost or consequences (including any adverse tax consequences to such Borrower or any Affiliates of such Borrower) of creating or perfecting such pledges or security interests therein or obtaining title insurance is excessive in relation to the practical benefits to be obtained therefrom by the Lenders under the Loan Documents,

j. voting equity interests in any Subsidiary of any Borrower that is a CFC or Domestic Foreign Holdco, in each case, in excess of 65% of the voting equity interests of such CFC or such Domestic Foreign Holdco;

k. any equity interests in, or assets of, any Subsidiary of a CFC or Domestic Foreign Holdco;

l. assets located in or governed by any non-U.S. jurisdiction or agreement (other than any stock certificates otherwise required to be pledged,

certain material debt otherwise required to be pledged, and assets that can be perfected by the filing of a UCC financing statement); and

m. permits, governmental or state or local franchises, authorizations, contracts, licenses, leases, easements and other similar assets if the grant of a security interest therein shall (A) constitute or result in (I) the abandonment, invalidation or unenforceability of any right, title or interest of any Borrower or (II) a breach or termination pursuant to the terms thereof, or a default under any such permit, governmental or state or local franchise, authorization, contract, license, lease or similar asset, or be prohibited or restricted pursuant to the terms of any such permit, governmental or state or local franchise, authorization, contract, license or lease (including any requirement to obtain the consent of any governmental authority or third

party, so long as any agreement with such third party that provides for such prohibition or restriction exists on the Closing Date or existed at the time such asset was acquired and was not entered into in contemplation of the acquisition of such assets or entering into of such contract or for the purpose of creating such prohibition or restriction), (but this clause shall not operate to exclude a security interest in such Borrower’s direct Subsidiaries (including that of the Target) or in all of the Capital Securities of such Borrower);

provided, however, that clauses (c) and (m) above shall not apply to the extent any such law, rule, regulation, term or provision would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law (including any debtor relief law or principle of equity); provided, further, that any such property shall constitute an Excluded Asset only to the extent and for so long as the consequences specified above shall exist and shall cease to be an Excluded Asset and shall become subject to the Lien under the Pledge and Security Agreement and the other applicable Security Documents immediately and automatically, at such time as such condition, consequence, term or provision shall be waived, terminated, eliminated or otherwise shall no longer exist; provided, further, that the foregoing exclusions shall not apply to any Proceeds or Receivables (as such terms are defined in the Pledge and Security Agreement) of any such property or assets (except to the extent such Proceeds or Receivables separately constitute an Excluded Asset pursuant to the above terms); provided, further, that to the extent that any limitation, restriction or prohibition on transfer, assignment or encumbrance, including any requirement for consent, approval, license or authorization, contained in any governmental law, rule, or regulation or any lease, license, permit, contract, property, right or agreement or other document is waived, terminated, or eliminated, or upon the granting of any required consent, the applicable item excluded from the definition of Collateral in clauses (c) and (m) above shall (without any act or delivery by any Person) constitute Collateral;

(B) (i) no actions other than the filing of a financing statement under the Uniform Commercial Code with respect to any Borrower shall be required to perfect security interests in any Collateral consisting of notes or other evidence of Indebtedness, except to the extent set forth in clause (c) to the first paragraph of this definition, (ii) no actions other than the filing of Uniform Commercial Code financing statements and the

entry into control agreements with respect to the Accounts shall be required to perfect security interest in any Collateral consisting of proceeds of other Collateral and (iii) no landlord waivers, bailee letters, estoppels, warehouseman waivers or other collateral access or similar letters or agreements shall be required;

(C) the Administrative Agent, in its discretion, may (and to the extent applicable, the Administrative Agent may direct the Collateral Agent to) grant extensions of time for the creation or perfection of security interests in, or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines, in consultation with each Borrower, that the creation or perfection of security interests or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without

undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents; and

(D) Liens required to be granted from time to time pursuant to the Collateral Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Security Documents.

“Commitment” means, as the context may require, the Term Loan Commitment, the DSR LC Issuing Commitment, the DSR LC Loan Commitment, the Extended Term Loan Commitment or the Extended DSR LC Commitment.

“Commitment Amount” means, as the context may require, the Term Loan Commitment Amount, the DSR LC Loan Commitment Amount or the DSR LC Issuing Commitment Amount.

“Commitment Termination Date” means, as the context may require, the Term Loan Commitment Termination Date or the DSR LC Loan Commitment Termination Date.

“Commitment Termination Event” means:

(a) the occurrence of any Event of Default described in Sections 9.1.9(a) through (e) with respect to any Obligor; or

(b) the occurrence and continuance of any other Event of Default and either (i) the declaration of all or any portion of the Loans to be due and payable pursuant to Section 9.3, or (ii) the giving of notice by the Administrative Agent, acting at the direction of the Required Lenders, to each Borrower that the Commitments have been terminated.

“Communications” is defined in Section 10.11.1.

“Compliance Certificate” means a certificate duly completed and executed by an Authorized Financial Officer, substantially in the form of Exhibit E hereto.

“Conforming Changes” means, with respect to either the use or administration of Daily Compounded SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Adjusted Base Rate,” the definition of “Business Day,” the definition of “U.S.

Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.4 and other technical, administrative or operational matters) that the Administrative Agent (in consultation with each Borrower) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent (in consultation with each Borrower) decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent (in consultation with each Borrower) determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent (in consultation with each Borrower) decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person. The amount of any Person’s obligation under any Contingent Liability shall be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby (reduced to the extent that such Person’s obligation thereunder is reduced by applicable law or valid contractual agreement).

“Continuation/Conversion Notice” means a notice of continuation or conversion and certificate duly executed and delivered by an Authorized Officer of each Borrower, substantially in the form of Exhibit C hereto.

“Contracted Cash Flow” means, for any period, an amount equal to the aggregate amount of Contracted Revenues attributable to all Projects projected to be received by all Borrowers during such period.

“Contracted Revenues” means Revenue from sales, purchase, storage, discharge, exchange or marketing of electric power, energy, capacity, ancillary services and renewable energy credits or any other environmental attributes, howsoever entitled, pursuant to offtake or power purchase agreements, revenue swap agreements, commodity swap agreements, contracts for differences, virtual power purchases, paygo payments received from the tax equity investor pursuant to the Tax Equity Documents (including any PAYGO Contributions or Deferred Contributions, such terms, as defined in the Applicable Tax Equity LLCA (as defined in the Target LLCA)), renewable energy credit agreements, other environmental attribute agreements or any similar agreements.

“Control Agreement” means any account control agreement that is in form and substance reasonably satisfactory to the Collateral Agent and entered into to establish “control” (within the meaning of the UCC) of the Collateral Agent over any account established by any Borrower as permitted under the Loan Documents and required to be subject to the Lien of Collateral Agent under the Loan Documents.

“Controlled Group” means, with respect to any entity, all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common Control which, together with such entity, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

“Coordinating Lead Arrangers” means MUFG BANK, LTD. and BNP PARIBAS, collectively in their respective capacities as a coordinating lead arranger and bookrunner hereunder.

“Corrupt Practices Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq.); (b) U.S. laws prohibiting bribery of U.S. Public Officials, including 18 U.S.C. § 201 and relevant state and local laws; (c) the U.S. Travel Act, 18 U.S.C. § 1952; (d) U.S. mail and wire fraud statutes, 18 U.S.C. §§ 1341 & 1343; (e) U.S. federal securities laws, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (Pub.L. 107–204, 116 Stat. 745); (f) the U.K. Bribery Act 2010; and (g) all other laws, rules and regulations of any jurisdiction applicable to any Obligor

concerning bribery, corruption, lobbying, or public procurement, including laws and regulations implementing the OECD Convention on Combatting Bribery of Foreign Public Officials or the UN Convention Against Corruption.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” is defined in Section 11.23.

“Co-Green Loan Coordinators” means each of MUFG Bank, Ltd. and BNP Paribas, appointed as Co-Green Loan Coordinators pursuant to Schedule X and their respective successors and assigns, acting in such capacity, which shall have the duties customarily performed by such coordinators; provided that neither Co-Green Loan Coordinator, in its capacity as such, shall have any liabilities under the Loan Documents or otherwise in relation to the Transactions or any Project.

“Credit Extension” means, as the context may require,

(a) the making of a Loan by a Lender; or

(b) the issuance of any DSR Letter of Credit, the increase of the Stated Amount of any existing DSR Letter of Credit or the extension of any Stated Expiry Date of any existing DSR Letter of Credit, by any DSR LC Issuer (whether automatically by its terms or upon request of all Borrowers).

“Credit Parties” means, collectively, the Lenders, the DSR LC Issuers, the Collateral Agent and the Administrative Agent.

“Current GAAP Financials” is defined in Section 1.4.2.

“Daily Compounded SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Day”) that is five

(5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Compounded SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Compounded SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Compounded SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to any Borrower.

“Debt Fund Affiliate” means (a) any fund, account or client managed, advised or sub- advised by, or under common management with Ares Management LLC and its Affiliates, (b) any fund, account or client managed, advised or sub-advised by an investment manager within the credit-focused division of Ares Management LLC and its Affiliates, (c) any fund, account or client managed, advised or sub-advised by Ares Management LLC and its Affiliates, and (d) any affiliate of any Borrower (other than any Pledgor, any Borrower and any Borrower Company) that is, in each case, a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with information barriers in place restricting the sharing of investment-related information and other information between it and the Non-Debt Fund Affiliates and the Borrower Companies and whose managers have fiduciary duties to the investors of such funds in respect of the Facilities independent of their fiduciary duties to the investors in the Non-Debt Fund Affiliates in respect of the Facilities.

“Debt Service Amount” means, for any applicable period, without duplication, the sum of

(a) all scheduled interest, commitment fees, letter of credit fees and scheduled principal amortization payable during such period in respect of the Obligations and (b) any net payments paid by all Borrowers during such period pursuant to Interest Rate Hedge Agreements less any net payments received by all Borrowers during such period pursuant to the Interest Rate Hedge Agreements (in the case of this clause (b), other than termination, liquidation or unwind payments or any other amounts payable under the Interest Rate Hedge Agreements that are not in respect of interest rates). For the avoidance of doubt, Debt Service Amount shall not include (i) voluntary or mandatory prepayments pursuant to the Loan Documents, (ii) repayment of any Reimbursement

Obligations or DSR LC Loan, (iii) amounts required to be transferred to the DSR Accounts and

(iv) any payment required to be paid on the Maturity Date of the Facility.

“Debt Service Coverage Ratio” means, for any Test Period, the ratio of (a) Cash Flow Available for Debt Service for such Test Period to (b) the Debt Service Amount for such Test Period.

“Debt Sizing Parameters” means the maximum amount of Term Loans that can be fully amortized by the end of Term Loan Notional Amortization Period, calculated in accordance with the Base Case Lender Financial Model utilizing the following parameters:

(i) for the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, on each Installment Payment Date, the lesser of (a) dividing Projected Cash Flow by 2.00 at the P50 Production Level and (b) dividing Projected Cash Flow by 2.00 at the P99 Production Level, and

(ii) for the period commencing on the fifth (5th) anniversary of the Closing Date through the end of the Term Loan Notional Amortization Period, on each Installment Payment Date the lesser of (A) the sum of (x) dividing Contracted Cash Flow by 1.35 at the P50 Production Level and (y) dividing Non-Contracted Cash Flow by 1.85 at the P50 Production Level and (B) the sum of (x) dividing Contracted Cash Flow by 1.05 at the P99 Production Level and (y) dividing Non- Contracted Cash Flow by 1.50 at the P99 Production Level.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 4.12.2, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent, any applicable DSR LC Issuer with Fronting Exposure to such Defaulting Lender and any Borrower in writing that such failure is the result of such ▇▇▇▇▇▇’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default shall be specifically identified in such writing) has not been satisfied or waived in accordance with the terms and conditions hereof, or (ii) pay to the Administrative Agent, any applicable DSR LC Issuer with Fronting Exposure to such Defaulting Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in DSR Letters of Credit, to the extent any applicable DSR LC Issuer has Fronting Exposure to such Defaulting Lender) within two (2) Business Days of the date when due, (b) has notified any Borrower, any applicable DSR LC Issuer with Fronting Exposure to such Defaulting Lender or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has

made a public statement to that effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default shall be specifically identified in such writing or public statement) cannot be satisfied and has not been waived in accordance with the terms and conditions hereof),

(c) has failed, within three (3) Business Days after written request by the Administrative Agent, any applicable DSR LC Issuer with Fronting Exposure to such Defaulting Lender or any Borrower, to confirm in writing to the Administrative Agent and such Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and such Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or national regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Securities in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.12.2) upon delivery of written notice of such determination to any Borrower, any applicable DSR LC Issuer with Fronting Exposure to such Defaulting Lender and each other Lender.

“Denali Partners” is defined in the recitals.

“Denali Storage Equity Holdings” is defined in the recitals. “Denali Storage Holdco” is defined in the recitals.

“Deposit Account” means a “deposit account” as that term is defined in Section 9-102(a) of the UCC.

“Disbursement” is defined in Section 2.6.2. “Disbursement Date” is defined in Section 2.6.2.

“Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule I, as it may be amended, supplemented, amended and restated or otherwise modified from time to time by each Borrower with the written consent of the Required Lenders.

“Disposition” (or similar words such as “Dispose”) means, with respect to any Person, any sale, transfer, lease, contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of such Person’s or its Subsidiaries’ assets

(including accounts receivables and Capital Securities of Subsidiaries) to any other Person in a single transaction or series of related transactions.

“Disqualified Institution” means those (a)(i) banks, financial institutions and other institutional lenders and competitors (and such competitors’ sponsors and Affiliates identified in writing or reasonably identifiable solely on the basis of their names) of the Obligors or any of their Subsidiaries, in each case, identified in writing by any Borrower or the Sponsor to the Coordinating Lead Arrangers at any time on or prior to the Closing Date or (ii) who are competitors identified to the Administrative Agent from time to time after the Closing Date or who are banks, financial institutions and other institutional lenders agreed to by such Borrower and the Administrative Agent after the Closing Date (such consent of the Administrative Agent not to be unreasonably withheld, delayed or conditioned), or (b) any Person who is an Affiliate of any Person in the foregoing clause (a) that is either (i) identified in writing by such Borrower from time to time to the Coordinating Lead Arrangers (at any time prior to the Closing Date) or to the Administrative Agent (after the Closing Date) or (ii) reasonably identifiable on the basis of such Affiliate’s name; provided that no update shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation in any of the Facilities with respect to such amounts previously acquired.

“Distributable Amounts” is defined in the Target LLCA.

“Distribution Conditions” means, collectively, before and after giving effect to the applicable Restricted Payment, (a) no Default or Event of Default has occurred and is continuing,

(b) (i) the amount on deposit in or credited to the DSR Accounts (taking into account any amounts available under all DSR Support Instruments credited thereto) is equal to or greater than the Minimum Debt Service Reserve Amount and (ii) the Annualization Reserve Accounts are funded as required pursuant to Section 2.8.2(g), (c) the Debt Service Coverage Ratio for the Test Period ending on or immediately prior to the payment date of such Restricted Payment is no less than

1.15:1.00 and (d) there are no outstanding Reimbursement Obligations or DSR LC Loans used to reimburse drawings under any DSR Letters of Credit.

“Distribution Suspense Account” means each Deposit Account or Securities Account established in the name of each Borrower with an Account Bank and used for the purposes contemplated by Section 2.8.1, Section 2.8.4 and Section 2.8.8 (and collectively, all such accounts for all Borrowers shall be referred to herein as the “Distribution Suspense Accounts”).

“Dollar” and the sign “$” mean lawful money of the United States.

“Domestic Foreign Holdco” means any Subsidiary substantially all of whose assets (directly and/or indirectly through one or more Subsidiaries) are equity interests (and, if applicable, debt) of one or more Subsidiaries that are CFCs and/or other Domestic Foreign Holdcos.

“Drawing Amount” means, with respect to any DSR Letter of Credit or Acceptable Letter of Credit as of any date of determination, the amount available to be drawn thereunder as of such date.

“DSR Account” means each Deposit Account or Securities Account established in the name of each Borrower with an Account Bank and used for the purposes contemplated by Section

2.8.1 , Section 2.8.3 and Section 2.8.8 (and collectively, all such accounts for all Borrowers shall be referred to herein as the “DSR Accounts”).

“DSR LC Commitments” means the DSR LC Loan Commitments and the DSR LC Issuing Commitments.

“DSR LC Extension Request” is defined in Section 4.13.2.

“DSR LC Facility” means the DSR LC Loan Commitments and the DSR LC Loans made hereunder.

“DSR LC Issuers” means each Lender in its capacity as issuer of the DSR Letters of Credit or any other Person appointed pursuant to Section 2.6.6 (other than any Person that shall have ceased to be a DSR LC Issuer as provided in Section 2.6.6), each in its capacity as an issuer of DSR Letters of Credit hereunder. Each DSR LC Issuer may, in its discretion, arrange for one or more of the DSR Letters of Credit to be issued by Affiliates of such DSR LC Issuer, in which case, the term “DSR LC Issuer” shall include any such Affiliate with respect to DSR Letters of Credit issued by such Affiliates and for all purposes of the Loan Documents. In the event that there is more than one DSR LC Issuer at any time, references herein and in the other Loan Documents to the DSR LC Issuer shall be deemed to refer to the DSR LC Issuer in respect of the applicable DSR Letter of Credit or to all DSR LC Issuers, as the context requires.

“DSR LC Issuing Commitment” means a DSR LC Issuer’s obligation to issue DSR Letters of Credit pursuant to Section 2.1.2(a) and “DSR LC Issuing Commitments” means such commitments of all DSR LC Issuers, in each case as may be extended by an Extension Amendment. The amount of each DSR LC Issuer’s DSR LC Issuing Commitment Amount, if any, is set forth in each case on Schedule II or in the assignment documentation delivered pursuant to Section 2.6.6, subject to any assignment, adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the DSR LC Issuing Commitments as of the Closing Date equals the DSR LC Issuing Commitment Amount.

“DSR LC Issuing Commitment Amount” means, on any date, a maximum amount of

$27,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2; provided that the DSR LC Issuing Commitment Amount shall not exceed the DSR LC Loan Commitment Amount

“DSR LC Loan” has the meaning as defined in Section 2.6.2(b) or means an Extended DSR LC Loan, as the context may require.

“DSR LC Loan Commitment” means, as the context may require, relative to any Lender, such Lender’s obligation (if any) to make DSR LC Loans pursuant to Section 2.6.2(b) and the obligation of each DSR LC Loan Lender to participate in DSR Letters of Credit under the applicable DSR LC tranche in which it is a participant hereunder, as applicable, and “DSR LC Loan Commitments” means such commitments of all Lenders, in each case as may be extended by an Extension Amendment. The amount of each Lender’s DSR LC Loan Commitment, if any, is set forth in each case on Schedule II or in the applicable Lender Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the DSR LC Loan Commitments as of the Closing Date equals the DSR LC Loan Commitment

Amount; provided that the DSR LC Loan Commitments shall not exceed the DSR LC Loan Commitment Amount.

“DSR LC Loan Commitment Amount” means, on any date, $27,000,000 as such amount may be reduced from time to time pursuant to Section 2.2 or Section 3.1.2.

“DSR LC Loan Commitment Termination Date” means the earliest of:

(a) the Maturity Date;

(b) the date on which the DSR LC Loan Commitment Amount is terminated in full or permanently reduced to zero pursuant to the terms of this Agreement; and

Upon the occurrence of any event described above, the DSR LC Loan Commitments shall terminate automatically and without any further action.

“DSR LC Loan Exposure” means, as of any date of determination with respect to a DSR LC Loan Lender, (a) prior to the termination of the DSR LC Loan Commitments, the aggregate amount of all DSR LC Loan Commitments of such DSR LC Loan Lender and (b) after the termination of the DSR LC Loan Commitments, the sum of (i) the aggregate outstanding principal amount of all DSR LC Loans of such DSR LC Loan Lender and (ii) all DSR LC Outstandings of such DSR LC Loan Lender.

“DSR LC Loan Lender” means each Lender that has a DSR LC Loan Commitment. “DSR LC Loan Maturity Date” means the fifth (5th) anniversary of the Closing Date, or

with respect to any tranche of Extended DSR LC Loans, the final maturity date applicable thereto as specified in the applicable Extension Requests accepted by the applicable Lenders.

“DSR LC Loan Percentage” means with respect to all payments, computations and other matters relating to the DSR LC Loan Commitment or DSR LC Loans of any DSR LC Loan Lender or any DSR Letters of Credit issued or participations acquired therein by any DSR LC Loan Lender at any

time, the percentage obtained by dividing (a) the DSR LC Loan Exposure of that DSR LC Loan Lender by (b) the aggregate DSR LC Loan Exposure of all DSR LC Loan Lenders at such time.

“DSR LC Note” means a promissory note of any Borrower payable to any DSR LC Loan Lender, substantially in the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from outstanding DSR LC Loans and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“DSR LC Outstandings” means, at any time of determination, the sum of (a) the aggregate Stated Amount of all issued and outstanding DSR Letters of Credit plus (b) all outstanding and unreimbursed Reimbursement Obligations, and, as to each DSR LC Loan Lender, such Lender’s share of the DSR LC Outstandings.

“DSR LC Percentage” means, as to any DSR LC Loan Lender at any given time, the percentage which such Lender’s DSR LC Loan Commitment under the DSR LC Facility then constitutes of the aggregate DSR LC Loan Commitments.

“DSR Letter of Credit” is defined in Section 2.1.2(a)(i).

“DSR Letter of Credit Extension Series” is defined in Section 4.13.2.

“DSR Support Instrument” means either a DSR Letter of Credit or an Acceptable Letter of

Credit.

“Dutch Auction” has the meaning given to such term on Schedule V.

“EEA Financial Institution” means (a) any institution established in any EEA Member

Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, or (d) any other Person; provided that an Eligible Assignee shall not be (i) a natural Person, (ii) any Borrower, (iii) a Defaulting Lender, (iv) any Affiliate of any Borrower, (v) any other Person taking direction from, or working in concert with, any Borrower or any of such Borrower’s Affiliates, except, in the case of clauses (iv) and (v), assignments to any Sponsor Affiliated Lender or Debt Fund Affiliates pursuant to, and in accordance with, Section 11.11.1(b) and Section 11.11.4, or (vi) the Disqualified Institutions.

“ENGIE Member” is defined in the recitals. “ENGIE Orion” is defined in the recitals.

“ENGIE Solidago Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules.

“Environment” means soil, land, surface or subsurface strata, surface waters (including navigable waters and wetlands), groundwaters, drinking water supply, stream sediments, ambient air, and any other environmental medium.

“Environmental Claims” means all written notices of violation, liens, claims, demands, suits, or causes of action for any Environmental Liabilities or any other damages, including natural

resources damages, personal injury or property damages, in all cases to the extent arising out of or related to applicable Environmental Laws.

“Environmental Laws” means all applicable and legally binding federal, state, local or foreign laws, statutes, laws (including common law), ordinances, codes, rules, regulations, judicially enforceable guidelines, consent decrees, and administrative orders, in each case, relating to public health and safety (to the extent relating to the exposure to Hazardous Materials) and the preservation or protection of the Environment, including those relating to the generation, use, storage, handling or Release of Hazardous Materials.

“Environmental Liabilities” means all liabilities, obligations or responsibilities under Environmental Laws to conduct clean-ups, and including any liability retained or assumed either contractually or by operation of law, in all cases arising from (a) any non-compliance with applicable

Environmental Laws and any Permits issued pursuant thereto or (b) the presence, Release or threatened Release of Hazardous Materials at any location.

“Equity Contribution” means the equity contributions that have been contributed to each Borrower on or before the Closing Date concurrent with the Acquisition and the Borrowers’ incurrence of the Facilities.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA also refer to any successor Sections thereto.

“ERISA Event” means with respect to any Borrower, (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to a Pension Plan (other than an event for which the provision for 30-day notice to the PBGC has been waived);

(b) a withdrawal by such Borrower or any member of its Controlled Group from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by such Borrower or any member of its Controlled Group from a Multiemployer Plan or notification that a Multiemployer Plan is in “insolvency” (within the meaning of Section 4245 of ERISA) or “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;

(e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon such Borrower or any member of its Controlled Group; (g) the failure by such Borrower or a member of its Controlled Group to meet the funding requirements of Section 412 and 430 of the Code or Sections 302 and 303 of ERISA with respect to any Pension Plan, whether or not waived, the failure to make by its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (h) the

filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; or (i) a determination that any Pension Plan is, or is expected to be in “at-risk” status (as defined in Section 303(i) of ERISA or Section 430(i) of the Code).

“Erroneous Payment” is defined in Section 10.14.1.

“Erroneous Payment Deficiency Assignment” is defined in Section 10.14.4. “Erroneous Payment Impacted Class” is defined in Section 10.14.4. “Erroneous Payment Return Deficiency” is defined in Section 10.14.4. “Erroneous Payment Subrogation Rights” is defined in Section 10.14.5.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” is defined in Section 9.1.

“Event of Loss” means, with respect to any Project, (a) a destruction of, or loss with respect to, all or substantially all of such Project or (b) any condemnation, seizure or appropriation of all or substantially all of such Project.

“EWG” means an “exempt wholesale generator,” as defined in Section 1262(6) of PUHCA and FERC’s implementing regulations at 18 C.F.R. §§ 366.1 and 366.7.

“Excepted Debt” means:

(a) Indebtedness of any Borrower pursuant to Interest Rate Hedge Agreements permitted by Section 7.12, including Secured Interest Rate Hedge Agreements;

(b) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing property, casualty or liability insurance to any Borrower, pursuant to reimbursement or indemnification obligations to such Person;

(c) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(d) Indebtedness consisting of financing of insurance premiums pursuant to customary terms;

(e) current accounts payable arising, and accrued expenses incurred, in the ordinary course of business, which are payable in accordance with customary practices that

are not overdue by more than thirty (30) days or are being contested in good faith by appropriate proceedings; and

(f) Investments permitted under Section 8.4, to the extent the same constitute Indebtedness.

“Excepted Liens” means:

(a) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 6.11;

(b) Liens imposed by law (including Liens in favor of customers for equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or that are being contested in good faith by appropriate proceedings and in respect of which any Borrower shall have set aside on its books reserves in accordance with GAAP;

(c) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Borrower;

(d) pledges, deposits or Liens to secure the performance of statutory or regulatory obligations, surety, stay, customs and appeal bonds, performance bonds, costs of litigation where required by law, and other obligations of a like nature incurred in the ordinary course of business;

(e) Liens securing judgments that do not constitute an Event of Default under Section 9.1.6 or securing appeal or other surety bonds related to such judgments;

(f) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; and

(g) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of any Borrower to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Borrower.

“Excess Distributions” means, in respect of any LLCA Distribution Date, the amount of distributions relating to the calendar quarter prior to such LLCA Distribution Date received by each Borrower (other than any Net Casualty Proceeds, Net Dispositions Proceeds, Termination Payments or Net Debt Proceeds) in excess of 25% of such Borrower’s Pro Rata share of the Annual Preferred Target for the annual period in which such prior calendar quarter occurs (each such period, an “Annual Period”).

“Excluded Account” means any Deposit Account or Securities Account of the Borrower, other than the Accounts or any ▇▇ ▇▇▇▇ Collateral Account and any Deposit Account or Securities Account of the Pledgor. For the avoidance of doubt, any Deposit Account or Securities Account that no longer constitutes an Account or an ▇▇ ▇▇▇▇ Collateral Account pursuant to the terms hereof shall be an Excluded Account.

“Excluded Assets” is defined in the definition of “Collateral Requirement.” “Excluded Communications” is defined in Section 10.11.2.

“Exemption Certificate” is defined in Section 4.6.6(a)(iii). “Existing DSR LC Tranche” is defined in Section 4.13.2. “Existing Term Loan Tranche” is defined in Section 4.13.1.

“Extended DSR LC Loan” means a DSR LC Loan that results from an Extension Amendment.

“Extended DSR LC Commitment” is defined in Section 4.13.2.

“Extended Loan” means the Extended DSR LC Loans and the Extended Term Loans. “Extended Term Loan Commitment” is defined in Section 4.13.1.

“Extended Term Loans” is defined in Section 4.13.1. “Extending DSR LC Loan Lender” is defined in Section 4.13.3. “Extending Term Loan Lender” is defined in Section 4.13.3. “Extension Amendment” is defined in Section 4.13.4.

“Extension Request” means any Term Loan Extension Request or DSR LC Extension Request.

“Facilities” is defined in the recitals.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements and related legislation, treaty or convention or official administrative rules or practices with respect thereto.

“Federal Funds Effective Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding

Business Day by the Federal Reserve Bank of New York as the federal funds effective rate and (b) the Floor.

“Fee Letter” means each of (a) the confidential Fee Letter, dated the Closing Date, among the Borrowers, the Coordinating Lead Arrangers and the Administrative Agent and (b) the confidential Fee Letter, dated the Closing Date, between the Borrowers and the Collateral Agent.

“FERC” means the Federal Energy Regulatory Commission, and any successor Governmental Authority.

“Filing Statements” is defined in Section 5.1.8(b).

“Fiscal Year” means a fiscal year of each Borrower; references to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2021”) refer to the Fiscal Year ending on or about December 31 of such calendar year.

“Five ▇▇▇▇▇” is defined in Item 6.8 of the Disclosure Schedules. “Five ▇▇▇▇▇ Solar Class B Member” is defined in the recitals.

“Five ▇▇▇▇▇ Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules. “Five ▇▇▇▇▇ Solar Tax Equity Partnership” is defined in the recitals.

“Five ▇▇▇▇▇ Storage” is defined in Item 6.8 of the Disclosure Schedules.

“Five ▇▇▇▇▇ Storage Project Company” is defined Item 6.8 of the Disclosure Schedules. “Floor” means a rate of interest equal to 0.00%.

“FPA” means the Federal Power Act, 16 U.S.C. §§ 791a, et seq., as amended, and FERC’s implementing regulations adopted thereunder.

“Fronting Exposure” means, at any time there is a Defaulting Lender in respect of the DSR LC Facility, such Defaulting Lender’s DSR LC Percentage of the outstanding Obligations with respect to DSR Letters of Credit issued by the DSR LC Issuer under the DSR LC Facility, other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funds Flow Memo” is defined in Section 5.1.4(b).

“GAAP” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, subject to the provisions of Section 1.4 and Section 1.5.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, including any supra-national bodies (such as the European Union or the European Central Bank), and any agency, authority, instrumentality, regulatory body, court, central bank, the NAIC or other entity exercising executive, legislative,

judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including FERC, NERC and any applicable regional entity.

“Granting Lender” is defined in Section 11.11.9.

“Green Loan Framework” means the framework set forth in Schedule X aligned with the four core components of the Green Loan Principles.

“Green Loan Principles” means the voluntary framework of market standards and recommended guidelines for categorizing loans as “green” published by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications and Trading Association in February 2023 in relation to promoting the development and integrity of green loan products as in effect on the Closing Date.

“Hazardous Material” means

(a) any “hazardous substance,” as defined by ▇▇▇▇▇▇;

(b) any “hazardous waste,” as defined by the Resource Conservation and Recovery Act;

(c) any petroleum, petroleum product or by-product, asbestos, polychlorinated biphenyl, per- or polyfluoroalkyl substance or radioactive substance; or

(d) any pollutant, contaminant, chemical, material or other substance regulated under, or with respect to which costs or obligations may be imposed pursuant to, any Environmental Laws.

“Hedge Agreements” means Interest Rate Hedge Agreements and all other agreements or arrangements designed to protect a Person against fluctuations in interest rates.

“Hedging Obligations” means, with respect to any Person, all liabilities and other obligations of such Person under Hedge Agreements.

“▇▇▇▇▇▇▇” is defined Item 6.8 of the Disclosure Schedules.

“▇▇▇▇▇▇▇ Project Company” is defined in Item 6.8 of the Disclosure Schedules. “Indebtedness” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b) the principal component of all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(d) all Hedging Obligations of such Person;

(e) whether or not so included as liabilities in accordance with GAAP, all obligations of another Person secured by any Lien on any property or assets owned or held by that Person regardless of whether the obligations secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; provided that the amount of any Indebtedness of others that constitutes Indebtedness of such Person solely by reason of this clause (e) shall, in the event that such Indebtedness is limited recourse to such property (without recourse to such Person), for purposes of this Agreement, be equal to the lesser of the amount of such obligation and the fair market value of the property or assets to which the Lien attaches, determined in good faith by such Person;

(f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable and other liabilities in the ordinary course of business which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person);

(g) obligations arising under Synthetic Leases;

(h) Redeemable Capital Securities; and

(i) all Contingent Liabilities of such Person in respect of any of the foregoing.

The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Liabilities” is defined in Section 11.4. “Indemnified Parties” is defined in Section 11.4.

“Installment Payment Date” means the date that is five (5) Business Days after each LLCA Distribution Date, as set forth on Schedule III.

“Interest Payment Date” means each Monthly Date or Installment Payment Date, as each Borrower may have selected in the relevant notice pursuant to Section 2.3 or Section 2.4, and the Maturity Date; provided that the first Interest Payment Date shall be no earlier than December 31, 2024 and no later than February 14, 2025.

“Interest Rate Hedge Agreements” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with any Borrower’s operations and not for speculative purposes.

“Investment” means, relative to any Person,

(a) any loan, advance or extension of credit (excluding any extensions of credit made in connection with sales by any Borrower Company in the ordinary course of business) made by such Person to any other Person, including the purchase by such Person of any bonds, notes, debentures or other debt securities of any other Person; and

(b) any Capital Securities acquired by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

“Investors” means (a) the Sponsor and (b) Qualified Transferees. “ISP Rules” is defined in Section 11.9.

“Issuance Request” means a DSR Letter of Credit request and certificate duly executed by an Authorized Officer of each Borrower, substantially in the form of Exhibit B-2 hereto.

“JV Partnership” is defined in the recitals.

“Knowledge” means the knowledge, after due inquiry of any Authorized Officer of any Obligor.

“Latest Maturity Date” means, at any date of determination, unless otherwise specified to apply to a specific Type of Loans or Commitments, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Extended Term Loan or

any Extended DSR LC Loan, in each case as extended in accordance with this Agreement from time to time.

“Lender Assignment Agreement” means an assignment and assumption agreement substantially in the form of Exhibit D-1 hereto.

“Lender Group” is defined in Section 11.21.

“Lenders” is defined in the preamble and includes each Term Loan Lender, each DSR LC Loan Lender, and any Person that becomes one of them pursuant to Section 11.11.

“Lender’s Environmental Liability” means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, judgments, suits, proceedings, damages (including consequential damages), disbursements, costs and expenses or other Environmental Liabilities (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding and costs of environmental remediation), which may at any time be imposed upon, or asserted or awarded against, the Administrative Agent, the Collateral Agent, any Lender, the DSR LC Issuers or any of such Person’s Affiliates, shareholders, directors, officers,

employees, and agents, all in their capacities as such under this Agreement, in connection with any Borrower Company, any of its operations at any location, any of its properties or this Agreement, arising from:

(a) any Hazardous Material on, in, under or affecting all or any portion of any property of any Borrower Company, the groundwater thereunder, or resulting from any Release by any Borrower Company from its or any of its respective predecessors’ properties;

(b) any investigation, claim, litigation or proceeding related to personal injury arising from exposure or alleged exposure to Hazardous Materials handled by any Borrower Company;

(d) any violation or alleged violation by any Borrower Company of any Environmental Laws;

(e) the imposition of any Lien for damages caused by or the recovery of any costs for the clean-up, Release or threatened Release of Hazardous Material by any Borrower Company, or in connection with any Release to real property occuring at the real property when the real property was owned by any Borrower Company; or

(f) the storage, disposal, recycling, treatment or transportation of Hazardous Materials, or arrangement for the same, by or on behalf of any Borrower, at any property.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a DSR Letter of Credit in the form from time to time in use by a DSR LC Issuer.

“Libra Storage” is defined in Item 6.8 of the Disclosure Schedules.

“Libra Storage Project Company” is defined in Item 6.8 of the Disclosure Schedules. “Lien” means any mortgage, pledge, security interest, hypothecation, assignment, deposit

arrangement, lien (statutory or other) or similar encumbrance of any kind or nature whatsoever, and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity in title or similar charge or encumbrance of any kind whatsoever, including in each case any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof.

“Limestone” is defined in Item 6.8 of the Disclosure Schedules.

“Limestone Wind Project Company” is defined in Item 6.8 of the Disclosure Schedules. “LLCA Distribution Date” means the date which is the last day of the calendar month

following the end of any fiscal quarter in which distributions must be made under the Target LLCA.

“Loan Documents” means, collectively, this Agreement, the DSR Letters of Credit, the Notes, the Security Documents, the Secured Interest Rate Hedge Agreements, the Fee Letters, any Extension Amendment and each other agreement, certificate, document or instrument delivered in connection with any of the foregoing and executed by an Obligor, which is specifically mentioned herein or therein to be a “Loan Document.”

“Loans” means, as the context may require a DSR LC Loan or a Term Loan of any Type, in each case, including any Extended Loans.

“Longhorn Storage” is defined in Item 6.8 of the Disclosure Schedules.

“Longhorn Storage Project Company” is defined in Item 6.8 of the Disclosure Schedules. “Material Adverse Effect” means (a) as of the Closing Date, a “Material Adverse Effect”

under, and as defined in, the Purchase and Sale Agreement and (b) thereafter, a material adverse effect on (i) the business, operations, properties, assets, liabilities or condition (financial or otherwise) of the Borrowers (taken as a whole); (ii) the ability of the Borrowers or the Pledgors (in each case, taken as a whole) to fully and timely perform its material obligations under the Loan Documents; or (iii) the rights and remedies available to, or conferred upon, the Credit Parties under the Loan Documents.

“Material Non-Public Information” means information that is (a) of the type that would not be publicly available if any Borrower were a public reporting company and (b) material with respect to the Borrower Companies or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“Material Power Purchase Agreements” means each of the power purchase agreements set forth on Schedule IV and any other agreement entered into in replacement of any of the foregoing documents or agreements.

“Maturity Date” means the Term Loan Maturity Date or the DSR LC Loan Maturity Date, as applicable, as the context may require.

“Minimum Debt Service Reserve Amount” means, as of any date, an amount equal to the next six months of scheduled principal, commitment fees, agency fees and interest under the Term Facility (based on the good faith projections of each Borrower, taking into account payments expected to be received or made under Interest Rate Hedge Agreements), but not including the final principal amortization payment to be made on the Maturity Date.

“Minimum Equity Contribution Amount” means an amount that is equal to no less than the amount that is 30% of the total pro forma consolidated Term Facility and aggregate amount of equity capitalization of the Borrowers on the Closing Date immediately after giving effect to the Acquisition and the Borrowers’ incurrence of the Facilities.

“Monthly Date” means the fifteenth day of each calendar month (or, if such date is not a Business Day, on the next following Business Day).

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Multiemployer Plan” means in respect of any Borrower a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which such Borrower or any member of its Controlled Group is then making or accruing an obligation to make contributions;

(b) to which such Borrower or any member of its Controlled Group has within the preceding five plan years made contributions and with respect to which any Borrower would incur liability; or (c) with respect to which such Borrower would reasonably be expected to incur liability pursuant to a prior withdrawal from such plan.

“NAIC” means the National Association of Insurance Commissioners.

“NERC” means the North American Electric Reliability Corporation and any successor entity certified by FERC as the Electric Reliability Organization as defined in 18 C.F.R. § 39.1.

“Net Casualty Proceeds” means, with respect to any Casualty Event, Title Event or Event of Loss, the cash amount of any insurance proceeds under any casualty insurance policy (other than any insurance proceeds in respect of or arising under any casualty insurance policy relating to liability, business interruption or forced outage) or title insurance policy or condemnation awards, in each case received by any Borrower (whether directly or by way of distributions) in connection therewith (for certainty, after giving effect to any reinvestment of any such proceeds in the applicable Project to the extent required or permissible pursuant to the Tax Equity Documents or Financing Agreement Transaction Documents (as defined in the Target LLCA)), but excluding any proceeds or awards required to be paid (a) to a creditor (other than the Lenders) that holds a Lien on the property which is the subject of such Casualty Event, Title Event or Event of Loss which is not prohibited under this Agreement and which has priority over the Liens securing the Obligations and (b) or applied pursuant to the Tax Equity Documents or Financing Agreement Transaction Document (as defined in the Target LLCA), less (x) amounts expended by such Borrower on legal, accounting and other professional fees, expenses and charges, incurred or to be paid in connection with collecting such insurance proceeds or condemnation awards and (y) Taxes actually paid or reasonably estimated by such Borrower to be payable in cash in connection with such Casualty Event, Title Event or Event of Loss.

“Net Debt Proceeds” means with respect to the incurrence, sale or issuance by any Borrower of any Indebtedness for borrowed money (other than any Indebtedness permitted by Section 8.2), the gross cash proceeds received by such Borrower from such incurrence, sale or issuance (including any proceeds received as a result of unwinding any related Interest Rate Hedge Agreement in connection

with such related transaction) less all reasonable and customary underwriting commissions and legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements and all other reasonable fees, expenses and charges, in each case actually incurred in connection with such incurrence, sale or issuance.

“Net Disposition Proceeds” means, with respect to any Disposition by the Borrower Companies, 100% of the cash proceeds actually received by any Borrower in connection with such Disposition minus (without duplication) (i) such proceeds required to be paid to a creditor (other than the Lenders) that holds a Lien on the property which is the subject of such Disposition which is not prohibited under this Agreement, (ii) the reasonable or customary out-of-pocket fees and expenses incurred by such Borrower in connection with such Disposition or otherwise as required pursuant to the Target LLCA (in each case, including attorneys’ fees, accountants’ fees, investment

banking fees, real property related fees, sales commissions, transfer and similar taxes and charges and brokerage and consultant fees) and (iii) all Taxes to be paid or accrued or reasonably estimated to be paid or accrued by such Borrower as a result thereof.

“Net Purchase Price Adjustment Proceeds” means, to the extent positive, 100% of the aggregate cash proceeds actually received by any Borrower in connection with the Purchase Price Adjustments (net of any payments required to be made by any Borrower to the Seller in connection with the Purchase Price Adjustments) minus (i) the reasonable or customary out-of-pocket fees and expenses incurred by such Borrower in connection with the Purchase Price Adjustments or otherwise as required pursuant to the Purchase and Sale Agreement (in each case, including attorneys’ fees, auditors/accountants’ fees, investment banking fees, transfer and similar taxes and charges and brokerage and consultant fees) and (ii) Taxes actually paid or reasonably estimated by such Borrower to be payable in cash in connection with the Purchase Price Adjustments.

“Non-Contracted Cash Flow” means, for any period, the aggregate amount of Revenue projected to be received by all Borrowers during such period other than Contracted Cash Flow, provided, however, amounts referred to in clause (f) of the definition of “Revenue” shall not be considered “Revenue” for purposes of this definition.

“Non-Debt Fund Affiliate” means any Affiliate of any Borrower (but excluding any Pledgor and any Borrower Company) other than (a) any Debt Fund Affiliates and (b) any natural Person.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Domestic Credit Party” means any Credit Party that is not a “United States person,” as defined under Section 7701(a)(30) of the Code.

“Non-Excluded Taxes” means any Taxes imposed on or with respect to any payment made by or on account of any obligation of any Borrower under any Loan Document other than (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Credit Party is organized or in which its principal office is located or in which it maintains its applicable lending office or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment under the law applicable at the time such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by such

Borrower pursuant to Section 4.11) or at the time such Lender changes its lending office, except, in each case, to the extent that such ▇▇▇▇▇▇’s predecessor in interest (in the case of an assignment) or such Lender (in the case of a change in lending office) was entitled to receive additional amounts pursuant to Section 4.6, (c) any Taxes attributable to any Credit Party’s failure to comply with Section 4.6.6 and (d) any Taxes imposed under FATCA.

“Non-Recourse Persons” is defined in Section 11.19.

“North Bend” is defined in Item 6.8 of the Disclosure Schedules.

“North Bend Project Company” is defined in Item 6.8 of the Disclosure Schedules. “Note” means, as the context may require, a DSR LC Note or a Term Note.

“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of each Obligor arising under or in connection with a Loan Document, including the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding of the type described in Section 9.1.9, whether or not allowed in such proceeding) on the Loans and all Reimbursement Obligations, including any obligations in respect of Erroneous Payment Subrogation Rights.

“Obligors” means each Borrower and each Pledgor.

“Operating Expenses” means, for any period, the aggregate operating costs and expenses of all Borrowers and its other administrative, management and overhead costs and expenses (including, without duplication, of (a) all costs and expenses necessary to maintain the existence of the Obligors; (b) all sales, use, property and other taxes (excluding taxes imposed on or measured by income or receipt) required to be paid to a Governmental Authority by the Borrowers, including amounts incurred in connection with any Tax penalties and examinations; (c) the reasonable costs and expenses of administration and enforcement of the Loan Documents, the Purchase and Sale Agreement and the Target LLCA; (d) contributions required to be made by the Borrowers to the Target pursuant to the Target LLCA; (e) amounts relating to insurance (including the costs of premiums and brokers’ expenses), and (f) reasonable and documented legal, administrative, management, maintenance accounting, other fees and expenses or other third party expenses incurred by the Borrowers in connection with any of the foregoing items); provided, however, that Operating Expenses shall not include (i) Restricted Payments and (ii) amounts transferred or required to be transferred pursuant to Section 2.8.2 (other than Section 2.8.2(a)).

“Organic Document” means, relative to any Person, as applicable, its certificate of incorporation, by laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement and all shareholder agreements, voting trusts and similar arrangements applicable to any of such Person’s partnership interests, limited liability company interests or authorized shares of Capital Securities.

“Other Connection Taxes” means, with respect to a Credit Party, Taxes imposed as a result of a present or former connection between a Credit Party and the jurisdiction imposing such Tax (other than connections resulting solely from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced any provision under this Agreement or

any other Loan Document, or having sold or assigned an interest in any Loan, DSR Letter of Credit or Loan Document).

“Other Person” is defined in the definition of “Subsidiary.”

“Other Proceeds” means any Net Casualty Proceeds or Net Disposition Proceeds (other than Net Disposition Proceeds received by any Borrower in connection with a Target Equity Disposition).

“Other Proceeds Account” means each Deposit Account or Securities Account established in the name of each Borrower with an Account Bank and used for the purposes contemplated by Section 2.8.1, Section 2.8.6 and Section 2.8.8 (and collectively, all such accounts for all Borrowers shall be referred to herein as the “Other Proceeds Accounts”).

“Other Taxes” means any and all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise on account of any payment made or required to be made under any Loan Document or from the execution, delivery, registration, recording or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment pursuant to a request by any Borrower under Section 4.10 or Section 4.11).

“P50 Production Level” means the one-year P50 energy production level estimate included in the Base Case Lender Financial Model in respect of the Projects.

“P99 Production Level” means the one-year P99 energy production level estimate included in the Base Case Lender Financial Model in respect of the Projects.

“Participant” is defined in Section 11.11.5. “Participant Register” is defined in Section 11.11.6.

“PATRIOT Act” means 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, 2001)), as amended or otherwise modified from time to time.

“PATRIOT Act Disclosures” means all documentation and other information required by “know-your-customer” provisions of Anti-Money Laundering Laws, including the PATRIOT Act.

“Payment Recipient” is defined in Section 10.14.1.

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“Pension Plan” means any employee pension benefit plan (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and to which any Borrower or any member of its Controlled Group may reasonably be expected to have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Percentage” means, as the context may require, any Lender’s DSR LC Loan Percentage or Term Loan Percentage.

“Permit” means any permit, authorization, registration, consent, approval, waiver, variance, order, judgment, written interpretation, decree, license, certificate, issued exemption,

notice or declaration required by any Governmental Authority (including any operating permit or license or permit required under Environmental Law) that is required for the use, occupancy, zoning and operation of the Projects, including the sale and transmission of electric energy, capacity, ancillary services, renewable energy credits and other environmental attributes from a Project.

“Permitted Lien” is defined in Section 8.3.

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, cooperative, trust or unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Platform” is defined in Section 10.11.2.

“Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date, by and among the Obligors and the Collateral Agent.

“Pledgor” and “Pledgors” are defined in the preamble.

“Powells Creek Farm Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules.

“Powells Creek Solar” is defined in Item 6.8 of the Disclosure Schedules. “Prior GAAP Financials” has the meaning provided in Section 1.4.2.

“Project Companies” means, collectively, Century Oak Project Company, North Bend Project Company, ▇▇▇▇▇▇▇ Project Company, River Ferry Solar Project Company, Five ▇▇▇▇▇ Solar Project Company, ▇▇▇▇▇▇▇ Creek Solar Project Company, Limestone Wind Project Company, ENGIE Solidago Solar Project Company, Salt City Solar Project Company, Sun Valley Solar Project Company, Powells Creek Farm Solar Project Company, Sunnybrook Farm Solar Project Company, Five ▇▇▇▇▇ Storage Project Company, Libra Storage Project Company and Longhorn Storage Project Company, and each, individually, a “Project Company.”

“Projected Cash Flow” means, for any period, an amount equal to the amount of Contracted Cash Flow and Non-Contracted Cash Flow.

“Projections” is defined in Section 6.14.2.

“Projects” means, collectively, Century Oak, North Bend, Hopkins, River Ferry, Five ▇▇▇▇▇, ▇▇▇▇▇▇▇ Creek, Limestone, Solidago Solar, Salt City Solar, Sun Valley, Powells Creek Solar, Sunnybrook Solar, Five ▇▇▇▇▇ Storage, Libra Storage and Longhorn Storage, and each, individually, a “Project.”

“Pro Rata” means as of any date of determination, with respect to each Borrower, a percentage equal to the Capital Securities of the Target owned by such Borrower divided by the aggregate Capital Securities of the Target owned by all Borrowers.

“Public Lender” is defined in Section 10.11.5.

“Public Official” means (a) any person holding a legislative, administrative or judicial position of any kind, (b) any officer, employee or any other person acting in an official capacity for any Governmental Authority, and (c) any political party or official thereof or any candidate for political office.

“PUHCA” means the Public Utility Holding Company Act of 2005, and FERC’s regulations thereunder.

“PURPA” means the Public Utility Regulatory Policies Act of 1978, and FERC’s implementing regulations thereunder.

“Purchase and Sale Agreement” is defined in the recitals. “Purchase Option” is defined in the Target LLCA.

“Purchase Price Adjustment” means each adjustment to the Purchase Price (as defined in the Purchase and Sale Agreement) pursuant to Sections 2.6 and 2.7 of the Purchase and Sale Agreement.

“QF” means a “qualifying facility” and a “qualifying small power production facility” as defined in PURPA.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning provided in Section 11.23.

“Qualified Operator” has the meaning specified in the definition of “Qualified Transferee”. “Qualified Transferee” means any Person that (a) has, or is a Subsidiary, an Affiliate, a

related fund or is managed by a Person that has, (i) a long-term senior unsecured debt rating of at least BBB- by S&P or Baa3 by Moody’s, (ii) a consolidated net worth of at least $500,000,000 or

(iii) assets under management of at least $500,000,000 and (b) has provided the Administrative Agent with all reasonably requested information necessary to meet applicable “know your customer” requirements of the Lenders; provided that, if ENGIE Renewables Services LLC shall have ceased to manage the Target, then (i) such Person shall also have experience operating renewable energy assets of at least 750 MW in the aggregate for at least 3 years (a Person with such experience, a “Qualified Operator”) or (ii) the Target shall have engaged a Qualified Operator.

“Redeemable Capital Securities” means, with respect to any Person, Capital Securities of such Person that, either by their terms, by the terms of any security into which they are convertible or exchangeable or otherwise, (a) are, or upon the happening of an event or passage of time would be, required to be redeemed in whole or in part (except for consideration comprised of Capital Securities of such Person which are not Redeemable Capital Securities), (b) are redeemable in whole or in part at the option of the holder thereof (except for consideration comprised of Capital

Securities of such Person which are not Redeemable Capital Securities) at any time prior to such date or (c) are convertible into or exchangeable (in whole or in part) for Indebtedness of such Person or any of its Subsidiaries at any time prior to such date.

“Register” is defined in Section 2.7.2.

“Reimbursement Obligation” is defined in Section 2.6.3.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, sub-agents, and attorneys-in-fact of such Person and of such Person’s Affiliates.

“Release” means, with respect to Hazardous Materials, any release, spill, emission, leaking, pumping, pouring, injection, escaping, disposal, discharge, dumping, leaching or migration into or through the Environment.

“Released Borrower” is defined in Section 11.25. “Released Pledgor” is defined in Section 11.25.

“Relevant Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.

“Remedy Event” is defined in Section 9.3. “Replacement Lender” is defined in Section 4.11. “Replacement Notice” is defined in Section 4.11.

“Required DSR LC Lenders” means, at any time, DSR LC Loan Lenders holding more than 50% of the aggregate amount of the DSR LC Loan Exposure; provided that, (a) with respect to any Sponsor Affiliated Lender with any DSR LC Loan Exposure, such Sponsor Affiliated Lender shall be deemed to have voted its interest as a DSR LC Loan Lender without discretion in the same proportion as the allocation of voting with respect to such matter by DSR LC Loan Lenders who are not Sponsor Affiliated Lenders (except as otherwise provided in Section 11.11.1(b)) and (b) with respect to any Defaulting Lender, by disregarding the DSR LC Loan Exposure of such Defaulting Lender.

“Required Lenders” means, at any time, Lenders holding more than 50% of the Total Exposure Amount; provided that, (a) with respect to any Sponsor Affiliated Lender, such Sponsor Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Sponsor Affiliated Lenders (except as otherwise provided in Section 11.11.1(b)) and (b) with respect to any Defaulting Lender, by disregarding the Total Exposure Amount of such Defaulting Lender.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Resource Conservation and Recovery Act” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

“Restricted Payment” means (a) the declaration or payment of any dividend (other than dividends to be paid or in fact paid in Capital Securities of any Borrower or any of its Subsidiaries (other than Redeemable Capital Securities) or by an increase in the liquidation preference of any Capital Securities of such Borrower or any of its Subsidiaries) on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any class of Capital Securities of such Borrower or any of its Subsidiaries or any warrants or options to purchase any such Capital Securities, whether now or hereafter outstanding, or the making of any other payment or distribution (other than in Capital Securities (other than Redeemable Capital Securities) of such Borrower or any of its Subsidiaries or by an increase in the liquidation preference of any Capital Securities of such Borrower or any of its Subsidiaries) in respect thereof, either directly or indirectly, whether in cash or property, obligations of any such Obligors or otherwise, (b) the making of any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes, (c) any management fee or similar payment payable to an Affiliate of such Borrower and (d) any payments on Subordinated Indebtedness of such Borrower owing to an Affiliate of such Borrower.

“Revenue” means, for any period, without duplication, the aggregate of (A) the sum of (a) any amounts received by all Borrowers from the other Borrower Companies, (b) all proceeds from liability insurance, business interruption insurance and forced outage insurance received by all Borrowers, (c) any interest or earnings on Cash Equivalent Investments on deposit in any of the Accounts, (d) any other revenue, proceeds, receipts, liquidated damages, or earnings received by all Borrowers during such period determined on a cash basis, (e) any amounts that are transferred from the Annualization Reserve Accounts and (f) proceeds of equity contributions made to the Borrowers and deposited in the Available Cash Account minus (B) any amounts transferred from the Available Cash Accounts to the Annualization Reserve Accounts; provided, however, that “Revenue” shall not include (i) the proceeds of extensions of credit under the Facilities, (ii) proceeds from the incurrence or issuance of Indebtedness permitted to be incurred under this Agreement or (iii) all Other Proceeds and Net Disposition Proceeds received in connection with a Target Equity Disposition.

“River Ferry” is defined in Item 6.8 of the Disclosure Schedules.

“River Ferry Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules. “S&P” means Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇

Companies, Inc.

“Salt City Solar” is defined in Item 6.8 of the Disclosure Schedules.

“Salt City Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules.

“Sanctioned Jurisdiction” means, at any time, a country, territory, or region which is itself the subject or target of any comprehensive Sanctions maintained by any Governmental Authority (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means any (a) Person named on the list of “Specially Designated Nationals and Blocked Persons,” the Sectoral Sanctions Identifications List and the List of Foreign

Sanctions Evaders, each maintained by OFAC, or any similar list maintained by OFAC, or any other Sanctions-related list of designated Persons maintained by the U.S. Department of State, the

U.S. Department of Commerce, the U.S. Department of the Treasury, or by the United Nations Security Council, the European Union or any EEA Member Country, HM’s Treasury of the United Kingdom, or any other relevant Governmental Authority, (b) Person located, operating, resident, or organized under the laws of a Sanctioned Jurisdiction, (c) agency of the government of a Sanctioned Jurisdiction, (d) organization controlled by a Sanctioned Jurisdiction, (e) Person who is fifty percent (50%) or greater owned or controlled by any Person or Persons described in clauses

(a) through (d), or (f) any Person otherwise the target of Sanctions.

“Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the United States, including but not limited to, those administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, and the U.S. Department of Commerce or (b) the United Nations Security Council, the European Union or any EEA Member Country, HM’s Treasury of the United Kingdom, or any other Governmental Authority with jurisdiction over any party to this Agreement.

“Saturn Class B Member” is defined in the recitals. “Saturn Tax Equity Partnership” is defined in the recitals.

“Secured Interest Rate Hedge Agreement” means an Interest Rate Hedge Agreement that is permitted hereunder and is entered into with a Secured Interest Rate Hedge Provider.

“Secured Interest Rate Hedge Provider” means, with respect to a Secured Interest Rate Hedge Agreement, any Person who is (or, as of the Closing Date or at the time such Interest Rate Hedge Agreement was entered into (including by way of novation), was) a Coordinating Lead Arranger, the Administrative Agent, the Collateral Agent, a Lender or an Affiliate of any of the foregoing.

“Secured Parties” means the Credit Parties and each Secured Interest Rate Hedge Provider. “Securities Account” means a “securities account” as that term is defined in Section 8-501

of the UCC.

“Security Documents” means the Pledge and Security Agreement, each Control Agreement and each other agreement, document or instrument (including the Filing Statements and any other UCC financing statements and amendments or continuations thereto) granting or purporting to grant, perfecting or protecting a security interest or Lien to secure the Obligations.

“Seller” is defined in the recitals.

“Senior Indebtedness” is defined in Section 11.1.11.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Determination Day” has the meaning specified in the definition of “Daily Compounded SOFR”.

“SOFR Loan” means a Loan that bears interest at a rate based on Daily Compounded

SOFR.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Compounded

SOFR”.

“Solidago Solar” is defined in Item 6.8 of the Disclosure Schedules.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of such Person’s liabilities, including contingent liabilities of such Person, (b) the present fair saleable value on a going concern basis of the property of such Person is greater than the amount that will be required to pay the probable liability of such Person’s debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured in the ordinary course of business and (d) such Person is not engaged in, and such Person is not about to engage in, business for which such Person has unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that can reasonably be expected to become an actual and matured liability.

“SPC” is defined in Section 11.11.9.

“Specified NCR Provisions” is defined in Section 8.15.1.

“Specified Purchase and Sale Agreement Representations” means the representations made by, or with respect to, the Borrower Companies and their respective assets in the Purchase and Sale Agreement as are material to the interests of the Lenders, but only to the extent that any Borrower has the right (taking into account any applicable cure provisions) to terminate its

obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach or inaccuracy of such representations and warranties in the Purchase and Sale Agreement.

“Specified Representations” means the representations and warranties of the Obligors set forth in Section 6.1(a) and (c), the first sentence of Section 6.2, Section 6.2.1(a) (after giving effect to the Acquisition), Section 6.15, Section 6.17 (as of the Closing Date), Section 6.20(a), (b)(i) and (b)(iii) and Section 6.21.1 (in respect of the PATRIOT Act), and any equivalent representations and warranties made by any of the Obligors in the Pledge and Security Agreement.

“Sponsor” means, collectively, Ares Management LLC and/or its affiliates and funds, co- investment vehicles, partnerships and/or other similar vehicles or accounts, in each case managed,

advised or controlled by them or their respective affiliates (or any successors of the foregoing), excluding any of its respective portfolio companies.

“Sponsor Affiliated Lenders” means the Sponsor and any Non-Debt Fund Affiliate. “Stated Amount” means, on any date and with respect to any DSR Letter of Credit, the

total amount then available to be drawn under such DSR Letter of Credit, respectively.

“Stated Expiry Date” means, with respect to any DSR Letter of Credit, its final date of expiration.

“Subordinated Indebtedness” means the Indebtedness of any Borrower with subordination terms consistent with the terms set forth in Schedule VII hereto.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other entity (“Other Person”) of which more than 50% of the Voting Securities of such Other Person (irrespective of whether at the time Capital Securities of any other class or classes of such Other Person shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person. Unless the context expressly provides otherwise, the term “Subsidiary” means a Subsidiary of any Borrower.

“Sun Valley” is defined in Item 6.8 of the Disclosure Schedules.

“Sun Valley Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules.

“Sunnybrook Farm Solar Project Company” is defined in Item 6.8 of the Disclosure Schedules.

“Sunnybrook Solar” is defined in Item 6.8 of the Disclosure Schedules.

“Supermajority Lenders” means, at any time, Lenders holding more than 66.67% of the Total Exposure Amount; provided that, (a) with respect to any Sponsor Affiliated Lender, such Sponsor Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by ▇▇▇▇▇▇▇ who are

not Sponsor Affiliated Lenders (except as otherwise provided in Section 11.11.1(b)) and (b) with respect to any Defaulting Lender, by disregarding the Total Exposure Amount of such Defaulting Lender.

“Supplemental Collateral Agent” has the meaning provided in Section 10.9.1. “Supported QFC” has the meaning provided in Section 11.23.

“Synthetic Lease” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which that Person is the lessor.

“Tacoma Class B Member” is defined in the recitals. “Tacoma Tax Equity Partnership” is defined in the recitals. “Target” is defined in the recitals.

“Target Equity Disposition” means any Disposition of Capital Securities in the Target by any Borrower occurring after the Closing Date.

“Target LLCA” means that certain Amended and Restated Limited Liability Company Agreement of Target, dated as of the Closing Date.

“Tax Equity Documents” is defined in the Target LLCA.

“Tax Equity Partnerships” means, collectively, Tacoma Tax Equity Partnership, Five ▇▇▇▇▇ Solar Tax Equity Partnership, ▇▇▇▇▇▇▇ Creek Solar Tax Equity Partnership and Saturn Tax Equity Partnership, and each, individually a “Tax Equity Partnership.”

“Taxes” means any and all present or future income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties, or additions thereto.

“Term Facility” means the Term Loan Commitments and the Term Loans made hereunder.

“Term Loan Commitment” means, relative to any Term Loan Lender, such ▇▇▇▇▇▇’s obligation to make Term Loans pursuant to Section 2.1.1, in each case as may be extended by an Extension Amendment. The amount of each Lender’s Term Loan Commitment, if any, is set forth on Schedule II or in the applicable Lender Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date equals the Term Loan Commitment Amount.

“Term Loan Commitment Amount” means $561,140,000.

“Term Loan Commitment Termination Date” means the earlier of (a) the Closing Date (immediately after the making of the Term Loans on such date) and (b) the date on which any Commitment Termination Event occurs.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Term Loan Extension Request” is defined in Section 4.13.1. “Term Loan Extension Series” is defined in Section 4.13.1. “Term Loan Lender” is defined in Section 2.1.1.

“Term Loan Maturity Date” means the fifth (5th) anniversary of the Closing Date, or with respect to any tranche of Extended Term Loans, the final maturity date applicable thereto as specified in the applicable Extension Requests accepted by the applicable Lenders.

“Term Loan Notional Amortization Period” means the period beginning on the Closing Date through October 31, 2041.

“Term Loan Percentage” means, with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders.

“Term Loans” is defined in Section 2.1.1.

“Term Note” means a promissory note of any Borrower payable to any Lender, in the form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from outstanding Term Loans and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Termination Date” means the date on which all Loan Documents (including the Secured Interest Rate Hedge Agreements) shall have terminated, all Obligations (including amounts under the Secured Interest Rate Hedge Agreements) have been paid in full (other than indemnity obligations not yet due and payable) in cash, all DSR Letters of Credit have been terminated, expired or Cash Collateralized and all Commitments shall have terminated.

“Termination Payment” means any amount received by any Borrower by way of distribution and attributable to proceeds of any termination payment made to any Borrower Company pursuant to a Material Power Purchase Agreement or any other offtake, power purchase agreement, revenue swap agreement, commodity swap agreement, contract for differences, virtual power purchase agreement, renewable energy credit agreement, environmental attribute agreement or any similar agreement to which any Project Company is a party, less amounts expended by such Borrower on legal, accounting and other professional fees, expenses and charges incurred in connection with collecting termination payment.

“Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of each Borrower ending on or immediately prior to such date of determination; provided that, until four consecutive fiscal quarters have elapsed after the Closing Date, the Test Period will be the number of full quarters elapsed since the Closing Date.

“Title Event” means any event arising from defect in title for which proceeds of title insurance are received by any Borrower.

“Total Exposure Amount” means, on any date of determination, the sum of (a) the aggregate amount of all Term Loan Exposures plus (b) the aggregate amount of all DSR LC Loan Exposures.

“Transactions” means, collectively, (a) the consummation of the Acquisition, (b) the execution, delivery and performance by the Obligors and Credit Parties of the Loan Documents to which each such Obligor and Credit Party is a party, (c) the Borrowings hereunder, the issuance of the DSR Letters of Credit and the use of proceeds of each of the foregoing, and (d) the granting of the Liens by the Obligors pursuant to the Security Documents.

“Type” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, with respect to any Filing Statement or by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Collateral Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document and any Filing Statement relating to such perfection or effect of perfection or non-perfection.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” or “U.S.” means the United States of America, its fifty states and the District of Columbia.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Special Resolution Regimes” has the meaning provided in Section 11.23.

“Voting Securities” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote (that is, not contingent on the happening of any event) for the election of directors, managers or other voting members of the governing body of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying

(i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and

conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2 Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each other Loan Document (including the Disclosure Schedule), and each notice and other communication delivered from time to time in connection with any Loan Document.

Section 1.3 Cross-References. Unless otherwise specified, references in a Loan Document to any Article or Section are references to such Article or Section of such Loan Document, and references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.4 Accounting and Financial Determinations; Time.

Section 1.4.1 Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all accounting determinations and computations thereunder shall be made, in accordance with GAAP. Unless otherwise expressly provided, all defined financial terms shall be computed on a consolidated basis for the Borrower Companies, in each case without duplication.

Section 1.4.2 If any Borrower notifies the Administrative Agent that such ▇▇▇▇▇▇▇▇ wishes to amend any covenant in Article VII or VIII or any related definition to eliminate

the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrowers that the Required Lenders wish to amend Article VII or VIII or any related definition for such purpose), then any applicable Obligor’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to such Borrower and the Required Lenders. Each Borrower, the Administrative Agent and the Lenders shall negotiate in good faith to amend any such covenant on mutually agreeable terms. In the event of any such notification from any Borrower or the Administrative Agent and until such notice is withdrawn or such covenant is so amended, such Borrower will furnish to each Lender and the Administrative Agent, in addition to the financial statements required to be furnished pursuant to Section 7.1.1 or Section 7.1.2 (the “Current GAAP Financials”), (i) the financial statements described in such Section based upon GAAP as in effect at the time such covenant was agreed to (the “Prior GAAP Financials”) and (ii) a reconciliation between the Prior GAAP Financials and the Current GAAP Financials.

Section 1.4.3 Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York, New York time.

Section 1.4.4 All leases of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to the Closing Date (whether or not such operating

leases were in effect on such date) shall continue to be accounted for as operating leases (and not as “Capital Leases”) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such leases to be recharacterized as “Capital Leases”.

Section 1.5 Use of Certain Terms.

Section 1.5.1 Unless otherwise specified, references herein to any Article or Section are references to such Article or Section of this Agreement, and references in any Article Section or definition to any clause are references to such Article, Section or definition.

Section 1.5.2 As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto:

(a) in any computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding” and the word “through” means “to and including”;

(b) the words “including” and “include” shall mean including without limiting the generality of any description preceding such term, and, for purposes of each Loan Document, the parties hereto agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned;

(c) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings);

(d) the expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all the Obligations (other than indemnity obligations not yet due and payable);

(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties (whether real or personal), including cash, Capital Securities, securities, revenues, accounts, leasehold interests and contract rights; and

(f) any reference herein to any Person shall be construed to include such Person’s successors and assigns.

Section 1.5.3 The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Article, Schedule, Annex, Exhibit and analogous references are to this Agreement unless otherwise specified.

Section 1.5.4 References to agreements or other contractual obligations shall, unless otherwise specified, be deemed to refer to such agreements or contractual obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions herein).

Section 1.5.5 Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Section 1.6 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Adjusted Base Rate, Daily Compounded SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Adjusted Base Rate, Daily Compounded SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Adjusted Base Rate, Daily Compounded SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto,

in each case, in a manner adverse to any Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Adjusted Base Rate, Daily Compounded SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND DSR LETTERS OF CREDIT

Section 2.1 Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the DSR LC Issuers severally agree to make Credit Extensions as set forth below.

Section 2.1.1 Term Loan Commitment. In a single Borrowing (which shall be on a Business Day) occurring on the Closing Date, each Lender that has a Term Loan Commitment (referred to as a “Term Loan Lender”) agrees that it will make term loans (relative to such Lender, its “Term Loans”) to the Borrowers equal to such Term Loan Lender’s Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Term Loans requested by the Borrowers to be made on such day. No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Section 2.1.2 DSR Letters of Credit.

(a) Subject to the terms and conditions hereof, from time to time on any Business Day occurring on or after the Closing Date until the date that is five (5) Business Days prior to the DSR LC Loan Commitment Termination Date (but not to exceed once in any given month or as otherwise agreed by the applicable DSR LC Issuer), each DSR LC Issuer agrees that it will, to the extent requested by each Borrower:

(i) issue one or more standby letters of credit in favor of the Collateral Agent (for the benefit of the Administrative Agent, the Lenders and the DSR LC Issuers) (a “DSR Letter of Credit”) for the account of each Borrower in the Stated Amount requested by each Borrower on such day; or

(ii) extend, upon the sole discretion of the applicable DSR LC Issuer, the Stated Expiry Date of an existing DSR Letter of Credit previously issued hereunder;

provided that each Borrower shall request DSR Letters of Credit from the DSR LC Issuers on a pro rata basis and each such DSR LC Issuer shall not be required to issue or extend any such DSR Letter of Credit if the conditions in Section 5.2 have not been satisfied or waived (in accordance with the terms of this Agreement); provided, further, if any DSR LC Loan Lender (other than such DSR LC Issuer or its Affiliate) is a Defaulting Lender, to the extent such DSR LC Issuer has Fronting Exposure in respect of such DSR Letter of Credit, such DSR LC Issuer shall not be

required to issue any DSR Letter of Credit unless (A) the Defaulting Lender’s participation in the DSR Letters of Credit requested to be issued or extended and related DSR LC Loans have been reallocated among the Non-Defaulting Lenders in accordance with Section 4.12.1(c), (B) the Borrowers have Cash Collateralized such DSR LC Loan Lender’s DSR LC Loan Percentage of the DSR Letter of Credit requested to be issued or extended (including by transfer of funds available in the applicable Available Cash Account but excluding by funding of a DSR LC Loan) or (C) such DSR LC Issuer has entered into arrangements satisfactory to it and the Borrowers to

reduce such DSR LC Issuer’s risk with respect to the participation in DSR Letters of Credit of the Defaulting Lender to the same extent as would have existed were such DSR LC Loan Lender not a Defaulting Lender; provided, still further, that after giving effect to any such issuance or extension, in no event shall such Lender’s DSR LC Outstandings exceed its DSR LC Loan Commitment.

(b) No DSR LC Issuer shall be under any obligation to issue any DSR Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such DSR LC Issuer from issuing the DSR Letter of Credit, or any law applicable to such DSR LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such DSR LC Issuer shall prohibit, or request that such DSR LC Issuer refrain from, the issuance of letters of credit generally or the applicable DSR Letter of Credit in particular or shall impose upon such DSR LC Issuer with respect to the applicable DSR Letter of Credit any restriction, reserve or capital requirement (for which such DSR LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such DSR LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such DSR LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (for which such DSR LC Issuer is not otherwise reimbursed hereunder).

(c) Notwithstanding anything to the contrary herein, the DSR LC Facility shall be structured as a non-fronting letter of credit facility and, accordingly, regardless of Section 4.12, Section 2.6.6 or any other provision in this Agreement or any other Loan Document to the contrary (including any reference to potential fronting exposure or Fronting Exposure), (i) no DSR LC Issuer shall, without its prior written consent, have any fronting exposure or Fronting Exposure to any DSR LC Loan Lender that is not the same Person or an Affiliate of such DSR LC Issuer and

(ii) no DSR LC Loan Lender shall, without its prior written consent, be bound to purchase or acquire any participation in a DSR Letter of Credit issued by such DSR LC Issuer under the DSR LC Facility that is not the same Person or an Affiliate of such DSR LC Loan Lender.

Section 2.2 Reduction of the Commitment Amounts. All Borrowers may, from time to time on any Business Day occurring on and after the Closing Date, voluntarily reduce the amount of any Commitment Amount on the Business Day so specified by Borrowers; provided that all such reductions shall require at least three (3) Business Days’ prior written notice to the Administrative Agent and be permanent, and any partial reduction of any Commitment Amount shall be in a minimum amount of $500,000 and in an integral multiple of $500,000; provided, however, that if such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity, such notice may be revoked by the Borrowers (by notice to the Administrative Agent) if such credit facilities do not become effective or such other transaction does not close. Any optional or mandatory reduction of the DSR LC Loan Commitment Amount pursuant to the terms of this Agreement which reduces the DSR LC Loan Commitment

Amount below the DSR LC Loan Commitment Amount shall result in an automatic and corresponding reduction of the DSR LC Issuing Commitment Amount to an aggregate amount not in excess of the DSR LC Loan Commitment Amount as so reduced; provided, further, however, that (a) in no event shall the Borrowers be permitted to reduce the DSR LC Loan Commitments below the sum of the aggregate outstanding principal amount of all DSR LC Loans of all DSR LC

Loan Lenders plus the aggregate DSR LC Outstandings of all DSR LC Loan Lenders, and (b) any such reduction of DSR LC Commitments requires the written confirmation from an Authorized Officer of all Borrowers addressed to the Administrative Agent that such liquidity or letter of credit is no longer required under any of the Loan Documents.

Section 2.3 Borrowing Procedures; Funding Reliance.

Section 2.3.1 Term Loans. (a) Subject to Section 2.1.1, Section 2.6.2(b) and Section 5.1.10, by delivering a Borrowing Request to the Administrative Agent on or before 1:00

p.m. on a Business Day occurring prior to the applicable Term Loan Commitment Termination Date, all Borrowers may irrevocably request that a Borrowing be made, in a minimum amount of

$500,000 and an integral multiple of $500,000 or in the unused amount of the Term Loan Commitment; provided that the Administrative Agent has received such request not later than 11:00 a.m. (i) not less than one (1) Business Day prior to the date of the requested Borrowing in the case of Base Rate Loans, or (ii) three (3) U.S. Government Securities Business Days (or one

(1) U.S. Government Securities Business Day with respect to a Borrowing requested on the Closing Date) prior to the date of the requested Borrowing (which shall be a U.S. Government Securities Business Day) in the case of SOFR Loans. Such irrevocable request may be made in the form of a Borrowing Request or by telephone (if confirmed promptly by such a written Borrowing Request by e-mail consistent with such telephonic notice on the same day or by e-mail to the Administrative Agent in accordance with Section 11.2). On the terms and subject to the conditions of this Agreement, such Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day, specified in such Borrowing Request.

(b) As soon as reasonably practicable on such Business Day, each Lender that has a Term Loan Commitment shall deposit with the Administrative Agent same day funds in an amount equal to such ▇▇▇▇▇▇’s Term Loan Percentage multiplied by the amount of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall, upon satisfaction or waiver of the conditions precedent specified herein, as soon as reasonably practicable thereafter on such Business Day make such funds available to, or at the direction of, each Borrower by wire transfer to the account that such Borrower shall have specified in the Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

(c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to 3:00 p.m. on the Business Day prior to the Borrowing that such Lender does not intend to make available to the Administrative Agent the amount of such ▇▇▇▇▇▇’s Loan requested on the date of the applicable Credit Extension, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to each Borrower a corresponding amount on such date. If such corresponding amount is not in fact

made available to the Administrative Agent by such ▇▇▇▇▇▇, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent,

at the customary rate set by the Administrative Agent for the correction of errors among banks for the first three (3) Business Days and thereafter at the Base Rate. In the event that (i) the Administrative Agent declines to make a requested amount available to such Borrower until such time as all applicable Lenders have made payment to the Administrative Agent, (ii) a Lender fails to fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such ▇▇▇▇▇▇’s failure results in the Administrative Agent failing to make a corresponding amount available to such Borrower on the date of such Credit Extension, at the Administrative Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such ▇▇▇▇▇▇’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by such Borrower through and including the time of such ▇▇▇▇▇▇▇▇’s receipt of the requested amount. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify such Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from the date of such Credit Extension until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for Base Rate Loans applicable to such Credit Extension. Nothing in this Section 2.3 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that such Borrower may have against any Lender as a result of any default by such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Section 2.4 Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 1:00 p.m. on a Business Day, each Borrower may from time to time irrevocably elect, on not less than one (1) Business Day’s notice in the case of Base Rate Loans, or three (3) Business Days’ notice in the case of SOFR Loans, that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $500,000 be, in the case of Base Rate Loans, converted into SOFR Loans or be, in the case of SOFR Loans, converted into Base Rate Loans or SOFR Loans with a different Interest Payment Date or continued as SOFR Loans with the same Interest Payment Date (in the absence of the delivery of a Continuation/Conversion Notice with respect to any SOFR Loan at least three

(3) U.S. Government Securities Business Days before the next succeeding Interest Payment Date therefor, such SOFR Loan shall, on such last day, automatically be continued as a SOFR Borrowing with Interest Payment Dates of each Installment Payment Date); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders that have made such Loans, and (b) during the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as SOFR Loans. Each such irrevocable request may be made by telephone, confirmed promptly by e-mail to the Administrative Agent of the applicable Continuation/Conversion Notice.

Section 2.5 [Reserved].

Section 2.6 DSR Letters of Credit Issuance Procedures. (a) By delivering to the Administrative Agent and the applicable DSR LC Issuer an Issuance Request and delivering to the applicable DSR LC Issuer (with a copy to the Administrative Agent) a completed Letter of Credit

Application, appropriately completed and signed by an Authorized Officer of each Borrower, on or before 1:00 p.m. on a Business Day, the Borrowers may from time to time irrevocably request on not less than three (3) Business Day’s prior notice, in the case of an initial issuance of a DSR Letter of Credit, and not less than two (2) Business Day’s prior notice, in the case of a request for the reinstatement of a DSR Letter of Credit or extension of the Stated Expiry Date of a DSR Letter of Credit (in each case, unless a shorter notice period is agreed to by the applicable DSR LC Issuer, in its sole discretion), that a DSR LC Issuer issue (in a form reasonably acceptable to such DSR LC Issuer and each Borrower), reinstate or extend the Stated Expiry Date of, DSR Letters of Credit, solely for the purposes described in Section 7.7.

(b) Each such DSR Letter of Credit issued in accordance with this Section 2.6 shall have (i) an expiry date that is the earlier of (x) twelve (12) months from the date of issuance of such DSR Letter of Credit or such longer period as may be agreed to by the applicable DSR LC Issuer and (y) the date that is five (5) Business Days prior to the earlier of the DSR LC Loan Maturity Date and the DSR LC Loan Commitment Termination Date; and (ii) automatic extension provisions (if requested by the Borrowers) for additional periods of up to 12 months or such longer period as agreed to by the applicable DSR LC Issuer; provided that any such DSR Letter of Credit must permit the applicable DSR LC Issuer to prevent any such extension at least once per annum (commencing with the date of issuance of such DSR Letter of Credit) by giving notice to the beneficiary (with a copy to the Borrowers and the Administrative Agent, if requested to do so by the Borrowers or the Administrative Agent) thereof in accordance with such DSR Letter of Credit; provided, further, that notwithstanding the foregoing, the final expiry date of any such DSR Letter of Credit shall not occur after the date that is five (5) Business Days prior to the earlier of the DSR LC Loan Maturity Date and the DSR LC Loan Commitment Termination Date.

(c) Notwithstanding anything to the contrary in this Section 2.6, (i) any DSR Letter of Credit may expire after the date referred to in clause (b) above to the extent Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable DSR LC Issuer and (ii) no DSR LC Loan Lender shall be required to fund participations in any DSR Letter of Credit after the DSR LC Loan Maturity Date. Any automatic extension provided under clause (b) above shall not be considered a Borrowing hereunder or otherwise be subject to the conditions set forth in Section 5.2. Notwithstanding anything herein to the contrary, no DSR LC Issuer shall be required to permit any automatic renewal of any applicable DSR Letter of Credit if a Default or Event of Default has occurred and is continuing. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, any DSR LC Issuer relating to any DSR Letter of Credit, the terms and conditions of this Agreement shall control.

(d) Each DSR LC Issuer will use reasonable efforts to issue DSR Letters of Credit in substantially the form provided by the beneficiary of such DSR Letter of Credit to the extent such form is consistent with such DSR LC Issuer’s customary practices and internal policies and procedures, consistently applied. Unless otherwise expressly agreed by the applicable DSR LC Issuer and the Borrowers, when a DSR Letter of Credit is issued, the ISP Rules shall apply to each standby DSR Letter of Credit and as to all matters not governed thereby, the laws of the State

of New York shall apply to such matters. Each DSR LC Issuer will make available to the beneficiary thereof the original of the DSR Letter of Credit which it issues.

(e) Notwithstanding anything in Section 2.1 or this Section 2.6 to the contrary, each DSR LC Issuer or any of its Affiliates: (i) shall not be obligated to issue any commercial trade or direct pay (as opposed to standby) DSR Letter of Credit, (ii) shall only be required to issue DSR Letters of Credit in Dollars, (iii) shall not be required to issue a DSR Letter of Credit without a final expiry date, which final expiry date shall be determined in accordance with the preceding clause (b), and (iv) shall not be obligated to issue any letters of credit to Persons outside of the United States.

Section 2.6.1 Participations. (a) Immediately upon the issuance of each DSR Letter of Credit (or an increase in the Stated Amount thereof) by the relevant DSR LC Issuer, and without further action, each DSR LC Loan Lender that has committed to participate in such DSR Letter of Credit shall be deemed to have irrevocably and unconditionally purchased, and hereby agrees to irrevocably and unconditionally purchase, from the applicable DSR LC Issuer, a participation in the DSR Letter of Credit issued by such DSR LC Issuer and any drawings honored thereunder in an amount equal to such DSR LC Loan Lender’s DSR LC Loan Percentage of the Stated Amount under such DSR Letter of Credit.

(b) each DSR LC Loan Lender shall be a participant in a DSR Letter of Credit only if such DSR LC Loan Lender maintains a DSR LC Loan Commitment as set forth on Schedule II.

Section 2.6.2 Disbursements. (a) The applicable DSR LC Issuer will notify each Borrower and the Administrative Agent promptly of the presentment for payment of any DSR Letter of Credit issued by such DSR LC Issuer to such Borrower, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such DSR Letter of Credit and this Agreement, the applicable DSR LC Issuer shall make such payment to the beneficiary (or its designee) of such DSR Letter of Credit and shall notify each Borrower party thereto and the Administrative Agent of the making of such payment. Prior to 1:00 p.m. on the Business Day immediately following the Disbursement Date, each such Borrower will reimburse such DSR LC Issuer, for all amounts which such DSR LC Issuer has disbursed under such DSR Letter of Credit and shall promptly notify the Administrative Agent thereof. Without limiting in any way the foregoing or the provisions of clause (b) below, and notwithstanding anything to the contrary contained herein (other than clause (b) below) or in any separate application for any DSR Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse each DSR LC Issuer upon each Disbursement of a DSR Letter of Credit, and it shall be deemed to be the obligor for purposes of each such DSR Letter of Credit issued hereunder, regardless of whether or not the notice of payment by the applicable DSR LC Issuer is delivered as described above, or at all.

(b) In the event a Disbursement with respect to a DSR Letter of Credit is not reimbursed by any Borrower in accordance with the terms of Section 2.6.2(a) above, (i) unless each such Borrower shall have notified the Administrative Agent and the applicable DSR LC Issuer prior to 10:00 a.m. (New York City time) on the Business Day immediately following the applicable Disbursement Date that each such Borrower intends to reimburse such DSR LC Issuer

for such Disbursement with funds other than the proceeds of DSR LC Loans, each such Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting the DSR LC Loan Lenders with DSR LC Loan Commitments to make Base Rate Loans (each, a “DSR LC Loan”) on the date of such Disbursement in an amount in Dollars equal to the amount

of such Disbursement (subject to each such Borrower’s right under Section 2.4 to convert Base Rate Loans to SOFR Loans), which, unless an Event of Default under Section 9.1.1 and Section 9.1.9 with respect to any Obligor has occurred and is continuing, shall be deemed to be funded by the applicable DSR LC Loan Lenders on the date such Disbursement is made in Base Rate Loans corresponding to the amount of such Disbursement and in each such instance, the Administrative Agent shall promptly confirm to each DSR LC Loan Lender its applicable amount owing under such DSR LC Loan and, if the applicable DSR LC Issuer is an Affiliate of such DSR LC Loan Lender, such DSR LC Issuer may require such DSR LC Loan Lender to in fact fund (in lieu of a deemed funding) its amount due thereunder within one (1) Business Day following receipt of such confirmation and (ii) to the extent such DSR LC Issuer has potential Fronting Exposure with respect to such DSR Letter of Credit, unless an Event of Default under Section 9.1.1 or Section 9.1.9 with respect to any Obligor has occurred and is continuing and notwithstanding anything to the contrary contained in Section 2.3, the DSR LC Loan Lenders with DSR LC Loan Commitments shall, on the date of such Disbursement in satisfaction of its participation therein, make DSR LC Loans, that are Base Rate Loans in the amount of the Disbursement, the proceeds of which shall be paid directly to such DSR LC Issuer; provided that, if for any reason proceeds of DSR LC Loans are not received by such DSR LC Issuer on the date of such Disbursement in an amount equal to the amount of the Disbursement, each such Borrower shall reimburse such DSR LC Issuer, on demand, in an amount in same day funds equal to the excess of the amount of such Disbursement over the aggregate amount of such DSR LC Loans, if any, which are so received.

(c) So long as no Default or Event of Default has occurred and is continuing and notwithstanding anything else to the contrary herein, upon reimbursement of any Disbursement under a DSR Letter of Credit by each Borrower in accordance with clause (a) above or, in the event that a Disbursement is financed by a DSR LC Loan in accordance with clause (b) above, upon repayment of such DSR LC Loan, the Stated Amount of such DSR Letter of Credit shall be reinstated in the amount of such Disbursement so reimbursed or such DSR LC Loan so repaid.

Section 2.6.3 Reimbursement. The obligation (a “Reimbursement Obligation”) of each Borrower under Section 2.6.2 to reimburse a DSR LC Issuer with respect to each Disbursement (including interest thereon) and each applicable DSR LC Loan Lender’s obligation under Section 2.6.1 to pay to the applicable DSR LC Issuer its applicable DSR LC Loan Percentage of any drawing under a DSR Letter of Credit shall be absolute, irrevocable and unconditional under any and all circumstances, including any of the following circumstances: (a) any lack of validity or enforceability of any DSR Letter of Credit or this Agreement or any of the other Loan Documents, (b) any draft of other document presented under a DSR Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (c) payment by a DSR LC Issuer under a DSR Letter of Credit against presentation of a draft or other document that does not comply with the terms of such DSR Letter of Credit, (d) any amendment or waiver of or any consent to departure from all or any terms of

any of the Loan Documents, (e) the occurrence of a Default or Event of Default, (f) the existence of any claim of setoff, counterclaim or defense to payment which any Borrower or such Lender may have or have had against such DSR LC Issuer or any other Lender or any other Person, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable DSR Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such DSR Letter of Credit or any discharge of each such Borrower, (g) any breach of

contract or dispute among or between the Borrowers, a DSR LC Loan Lender, the Administrative Agent, any Lender or any other Person, (h) any non-application or misapplication by the beneficiary of a DSR Letter of Credit of the proceeds of any Disbursement or any other act or omission of such beneficiary in connection with such DSR Letter of Credit, (i) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Loan Documents, or (j) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.6.3, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder; provided, however, that after paying in full its Reimbursement Obligation hereunder or paying its applicable Percentage of any drawing under a DSR Letter of Credit, as the case may be, nothing herein shall adversely affect the right of any Borrower or such Lender, as the case may be, to commence any proceeding against such DSR LC Issuer for any wrongful Disbursement made by such DSR LC Issuer under a DSR Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of such DSR LC Issuer (as determined by a final and nonappealable decision of a court of competent jurisdiction). The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable DSR LC Issuer, such DSR LC Issuer shall be deemed to have exercised care in each such determination and each refusal to issue a DSR Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a DSR Letter of Credit, the applicable DSR LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such DSR Letter of Credit.

Section 2.6.4 Deemed Disbursements.

(a) Upon the occurrence and during the continuation of any Default under Section 9.1.9 with respect to an Obligor, or upon notification by the Administrative Agent (acting at the direction of the DSR LC Issuers) to each Borrower of its obligations under this Section following the occurrence and during the continuation of any other Event of Default,

(i) the aggregate Stated Amount of all DSR Letters of Credit shall, without demand upon or notice to such Borrower or any other Person, be deemed to have been paid or disbursed by the DSR LC Issuers of such DSR Letters of Credit (notwithstanding that such amount may not in fact have been paid or disbursed);

(ii) each Borrower shall be immediately obligated to reimburse each applicable DSR LC Issuer for the amount deemed to have been so paid or disbursed by such DSR LC Issuer; and

(iii) each Borrower shall be immediately obligated to deposit with (or for the benefit of) each DSR LC Issuer an amount equal to 102% of such Borrower’s Pro Rata portion of the amount deemed to have been paid or disbursed by such DSR LC Issuer pursuant to the preceding clause (i).

(b) Amounts payable by each Borrower pursuant to this Section shall be deposited in immediately available funds with the Administrative Agent and held as collateral security for the Reimbursement Obligations. When all Defaults giving rise to the deemed disbursements under this Section have been cured or waived the Administrative Agent shall return to each Borrower its Pro Rata portion of all amounts then on deposit with the Administrative Agent pursuant to this Section (together with any interest accrued thereon) which have not been applied to the satisfaction of the Reimbursement Obligations.

Section 2.6.5 Nature of Reimbursement Obligations. Each Borrower and, to the extent set forth in Section 2.6.1, each DSR LC Loan Lender, as applicable, shall assume all risks of the acts, omissions or misuse of any applicable DSR Letter of Credit by the beneficiary thereof. No DSR LC Issuer shall be responsible for, and the Reimbursement Obligations of any Borrower and the DSR LC Loan Lenders shall not be affected by:

(a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any DSR Letter of Credit or any document submitted by any party in connection with the application for and issuance of a DSR Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a DSR Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason;

(c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a DSR Letter of Credit;

(d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise;

(e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a DSR Letter of Credit;

(f) any adverse change in the business, operations, properties, assets, conditions (financial or otherwise) or prospects of such Borrower;

(g) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any circumstance that might otherwise constitute a defense available to, or a discharge of, such Borrower; or

(h) the fact that an Event of Default or Default shall have occurred and be

continuing.

None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to any DSR LC Issuer or any DSR LC Loan Lender hereunder. In furtherance and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by any DSR LC Issuer in good faith (and not constituting gross negligence or willful misconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction)) shall be

binding upon each Borrower and each such Credit Party, and shall not put any DSR LC Issuer under any resulting liability to any Borrower or any Credit Party, as the case may be.

Section 2.6.6 Resignation or Removal of a DSR LC Issuer. Except as provided in Section 10.4, at any time a DSR LC Issuer is not obligated to issue any DSR Letter of Credit due to the circumstances described in (and in accordance with) Section 2.1.2(b), such DSR LC Issuer may be replaced or resign as a DSR LC Issuer upon sixty (60) days’ prior written notice to the Administrative Agent, the Lenders participating in DSR Letters of Credit issued by such DSR LC Issuer and each Borrower. The Administrative Agent shall notify the Lenders of any such replacement or resignation of such DSR LC Issuer. At the time any such replacement or resignation shall become effective, each Borrower shall return or Cash Collateralize all issued and outstanding DSR Letters of Credit issued by the replaced DSR LC Issuer and, at the time any such replacement or resignation shall become effective, each Borrower shall pay all unpaid fees accrued for the account of the replaced DSR LC Issuer. From and after the effective date of any such replacement or resignation, (i) any successor DSR LC Issuer shall have all the rights and obligations of a DSR LC Issuer under this Agreement with respect to DSR Letters of Credit to be issued thereafter by such DSR LC Issuer and (ii) references herein to the term “DSR LC Issuer” shall be deemed to refer to such successor or to any previous DSR LC Issuer, or to such successor and all previous DSR LC Issuers, as the context shall require. If a DSR LC Issuer resigns or is replaced as a DSR LC Issuer, it shall retain all the rights and obligations of a DSR LC Issuer hereunder with respect to all DSR Letters of Credit issued by such DSR LC Issuer that remain outstanding and all Reimbursement Obligations with respect thereto (including the right to require the applicable DSR LC Loan Lenders to pay to such DSR LC Issuer its applicable DSR LC Percentage of any drawing under such DSR Letters of Credit and the obligation of each Borrower to pay all accrued and unpaid fees applicable to such DSR Letters of Credit).

Section 2.7 Register; Notes. The Register shall be maintained on the following terms:

Section 2.7.1 Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal, interest and fees payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7.3 below, execution and delivery of a Note evidencing the Loans made by

such Lender to such Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor.

Section 2.7.2 Each Borrower hereby designates the Administrative Agent to serve as such ▇▇▇▇▇▇▇▇’s agent, solely for the purpose of this Section 2.7.2, to maintain, and the Administrative Agent shall maintain at one of its offices in New York City, a register (the “Register”) on which the Administrative Agent will record the name and address of each Lender and each Lender’s Commitments, the principal amounts (and stated interest) of the Loans made by each Lender and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 11.11. Failure to make any

recordation, or any error in such recordation, shall not affect such ▇▇▇▇▇▇▇▇’s obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and such Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7.3 below the Note evidencing such Loan, if any) is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. A ▇▇▇▇▇▇’s Commitment and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a ▇▇▇▇▇▇’s Commitment or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the assignor thereof and the compliance by the parties thereto with the other requirements of Section 11.11. No assignment or transfer of a ▇▇▇▇▇▇’s Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Section 2.7.3 Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, such Borrower will execute and deliver to such Lender, as applicable, a Term Note evidencing the Term Loans made by such Lender or a DSR LC Note evidencing DSR LC Loans made by such Lender. Such Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Payment Dates applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 11.11.

Section 2.8 Cash Waterfall.

Section 2.8.1 Deposits into Accounts.

(a) Available Cash Account. Each Borrower shall deposit (or shall cause to be deposited) all Revenue (without taking into account clause (A)(e) and clause (B) of the definition thereof) received by it after the date that such Borrower’s Available Cash Account are established, promptly after receipt thereof, into the applicable Available Cash Account. In addition, each Borrower shall transfer amounts into the applicable Available Cash Account in accordance with Section 2.8.3, Section 2.8.4 and Section 2.8.5.

(b) DSR Account. Each Borrower shall deposit (or shall cause to be deposited), on the date that such Borrower’s DSR Account is established (either with Cash or through a DSR Support Instrument or a combination thereof) an amount into such Borrower’s DSR Account, such that, after giving effect thereto, the amount on deposit in or credited to such DSR Account equals such Borrower’s Pro Rata amount of the Minimum Debt Service Reserve Amount as of the date that such DSR Account is established. Each Borrower shall transfer (or shall cause to be transferred) amounts into the applicable DSR Account in accordance with Section 2.8.2(f).

(c) Annualization Reserve Account. Each Borrower shall transfer (or cause to be transferred) amounts on deposit in such Borrower’s Available Cash Account into the applicable Annualization Reserve Account in accordance with Section 2.8.2(g).

(d) Distribution Suspense Account. Each Borrower shall transfer (or shall cause to be transferred) amounts on deposit in such Borrower’s Available Cash Account into such Borrower’s Distribution Suspense Account in accordance with Section 2.8.2(i), the final paragraph of Section 2.8.2, Section 2.8.5, and Section 2.8.6.

(e) Excluded Account. Each Borrower shall deposit (or shall cause to be deposited) into an Excluded Account of the Borrower (A) amounts transferred from such Borrower’s DSR Account in accordance with Section 2.8.3(b), (B) amounts transferred from such Borrower’s Distribution Suspense Account in accordance with Section 2.8.4(c) and (C), at each Borrower’s discretion, proceeds of equity contributions made to the Borrowers.

(f) Other Proceeds Account. Each Borrower shall deposit all Other Proceeds received by it after the date that such Borrower’s Other Proceeds Account is established into the applicable Other Proceeds Account promptly after receipt thereof.

(g) Notwithstanding any provision in the Loan Documents to the contrary, assets credited to an Account may be invested, liquidated and reinvested in Cash Equivalent Investments from time to time at the discretion of the Borrower with the applicable Account Bank.

Section 2.8.2 Withdrawals from the Available Cash Account. All amounts in the applicable Available Cash Account shall be disbursed by the applicable Borrower from time to time for application, to the extent funds are available therein, to make such transfer at the following times and in the following order of priority:

(a) First, on any date when due and payable, to pay such ▇▇▇▇▇▇▇▇’s Pro Rata share of the Operating Expenses with respect to amounts then due and payable and expected to be

due and payable during the next thirty (30) days, not to exceed $200,000 in the aggregate for all Borrowers in any calendar year (or such greater amount approved by the Administrative Agent);

(b) Second, on any date when due and payable, to pay such Borrower’s Pro Rata share of (i) the indemnities, administrative fees and expenses (including fees, charges and disbursements of counsel) which are then due and payable under the Loan Documents (other than in respect of Interest Rate Hedge Agreements) and (ii) all indemnities, administrative fees and expenses (including fees, charges and disbursements of counsel) which are then due and payable under any Interest Rate Hedge Agreements;

(c) Third, on any date when due and payable, to pay such Borrower’s Pro Rata share of (i) scheduled interest payments, letter of credit fees and commitment fees which are then due and payable with respect to the Facilities and (ii) scheduled payments and ordinary course settlement payments which are then due and payable in respect of Interest Rate Hedge Agreements, in each case ratably among the parties owed such obligations in proportion to the respective amounts owed each;

(d) Fourth, on any date when due and payable, to pay such Borrower’s Pro Rata share of (i) principal payments and premium, if any, then due and payable (including any mandatory prepayments due and payable pursuant to Section 3.1.1 (other than Section 3.1.1(f))) and (ii) termination, liquidation and other similar payments under any Interest Rate Hedge Agreement which are then due and payable, in each case, ratably among the parties owed such obligations in proportion to the respective amounts owed each;

(e) Fifth, on each Installment Payment Date (and in respect of Reimbursement Obligations, on any other date when due and payable), to pay (i) first, at the sole discretion of all Borrowers, for the account of the applicable DSR LC Issuers, such Borrower’s Pro Rata share of any Reimbursement Obligations in respect of any applicable DSR Letter of Credit that have not been converted to a DSR LC Loan and (ii) second, for the account of the applicable DSR LC Loan Lender, to prepay such Borrower’s Pro Rata share of any outstanding DSR LC Loans;

(f) Sixth, on each Installment Payment Date, transfer to such Borrower’s DSR Account an amount up to the amount which together with the amount on deposit in such DSR Account in Cash and available amounts under any DSR Support Instrument then credited to such DSR Account equals such Borrower’s Pro Rata portion of the Minimum Debt Service Reserve Amount;

(g) Seventh, on each Installment Payment Date, transfer to such Borrower’s Annualization Reserve Account an amount equal to the amount of Excess Distributions received by such Borrower as of the LLCA Distribution Date preceding such Installment Payment Date;

(h) Eighth, on each Installment Payment Date, if all Borrowers elect, to make such Borrower’s Pro Rata share of optional prepayments of Loans (together with any accrued and unpaid interest and fees in respect of the amount of such prepayment and any termination, liquidation or unwind payments required to be paid under any Interest Rate Hedge Agreement in order to maintain compliance with Section 7.12) pursuant to Section 3.1.1(a); and

(i) Tenth, on each Installment Payment Date, after giving effect to the transfers described in Sections 2.8.2(a) though (i), any excess amounts then on deposit in the applicable Available Cash Account shall be transferred to the applicable Distribution Suspense Account.

Notwithstanding the foregoing, in the event that Cash is deposited in any Available Cash Account which consists of proceeds required to be applied to the prepayment of Term Loans pursuant to Section 3.1.1(c), (d), (e) or (g), the applicable Borrower shall apply such proceeds to make the applicable prepayment without making the payments required above, and any Cash remaining after application of such prepayment shall (i) in respect of the mandatory prepayments required under Section 3.1.1(c), and (d), remain in such Available Cash Account or (ii) in respect of the mandatory prepayments in Section 3.1.1(g), be transferred to such Borrower’s applicable Distribution Suspense Account.

Notwithstanding the foregoing, if no Default or Event of Default has occurred and is continuing at such time (as certified in writing to the Administrative Agent by an Authorized Officer of the applicable Borrower), amounts in any Available Cash Account deposited on or prior to December 31, 2024 may, at the applicable Borrower’s sole discretion, be transferred to the applicable

Distribution Suspense Account prior to the first Installment Payment Date occurring after the Closing Date.

Section 2.8.3 Withdrawals from the DSR Account. Amounts in each DSR Account shall be disbursed by the applicable Borrower from time to time for application, to the extent funds are available therein, at the following times and in the following order of priority:

(a) First, to the extent sufficient funds are not available in such Borrower’s Available Cash Account or Annualization Reserve Account to pay amounts due pursuant to Sections 2.8.2(b) through (e) (such insufficiency, a “Debt Payment Deficiency”), transfer an amount up to the amount of such Debt Payment Deficiency to such Available Cash Account to pay amounts then due pursuant to Sections 2.8.2(b) through (e);

(b) Second, (i) upon the provision of an Acceptable Letter of Credit credited to any DSR Account and to the extent no Event of Default has occurred and is continuing, Cash in such DSR Account up to the stated amount of such Acceptable Letter of Credit may, at the applicable Borrower’s sole discretion, be withdrawn from such DSR Account and released to an Excluded Account of such Borrower to be applied in any way not prohibited by the Loan Documents and (ii) to the extent that amounts on deposit in such DSR Account (including the stated amounts of any DSR Support Instrument credited to such DSR Account and including any interest or investment earnings accrued therein) exceed the Borrower’s Pro Rata portion of the then applicable Minimum Debt Service Reserve Amount, (1) Cash in such DSR Account up to such excess amount, may at such Borrower’s sole discretion, be withdrawn from such DSR Account and transferred to such Borrower’s Available Cash Account or (2) such Borrower may direct Collateral Agent to reduce (up to such excess amount) the stated amount of any DSR Support Instrument credited to such DSR Account;

provided that, for avoidance of doubt, if there are insufficient funds available in any DSR Account to fully fund any of the foregoing transfers in this Section 2.8.3 after the Closing Date, such insufficiency of funds will not in and of itself be a Default or Event of Default.

Section 2.8.4 Withdrawals from the Distribution Suspense Account. All amounts in each Distribution Suspense Account shall be disbursed by the applicable Borrower from time to time for application, to the extent funds are available therein, to make such transfer at the following times and in the following order of priority:

(a) First, as needed and to the extent sufficient funds are not available in such Borrower’s Available Cash Account or Annualization Reserve Account to pay amounts due pursuant to Sections 2.8.2(a) through (e), in such Borrower’s sole discretion, to transfer such amounts up to the amount of such insufficiency to such Available Cash Account to pay amounts due pursuant to Sections 2.8.2(a) through (e);

(b) Second, to prepay the Loans in an outstanding principal amount equal to 100% of any funds which have remained on deposit in such Distribution Suspense Account for a period of six (6) full consecutive fiscal quarters of the Borrower due to the Distribution Conditions not having been satisfied during such time; and

(c) Third, (i) if no Default or Event of Default has occurred and is continuing at such time (as certified in writing to the Administrative Agent by an Authorized Officer of the applicable Borrower), amounts in any Distribution Suspense Account deposited on or prior to December 31, 2024 (after giving effect to any transfers made thereto pursuant to the last paragraph of Section 2.8.2(i) ) may, at the applicable Borrower’s sole discretion, be withdrawn from such Distribution Suspense Account and released to an Excluded Account of such Borrower to be applied at such Borrower’s discretion (including to make Restricted Payments) and (ii) within thirty (30) Business Days after each Installment Payment Date, if the Distribution Conditions are satisfied at such time (as certified in writing to the Administrative Agent by an Authorized Officer of the applicable Borrower), amounts in any Distribution Suspense Account (after giving effect to any transfers made thereto pursuant to Section 2.8.2(i)) may, at the applicable Borrower’s sole discretion, be withdrawn from such Distribution Suspense Account and released to an Excluded Account of the Borrower to be applied at the applicable Borrower’s discretion (including to make Restricted Payments).

Section 2.8.5 Withdrawals from the Annualization Reserve Account. All amounts in each Annualization Reserve Account shall be disbursed by the applicable Borrower from time to time for application, to the extent funds are available therein, at the following times and in the following order of priority:

(a) First, as needed and to the extent sufficient funds are not available in such Borrower’s Available Cash Account to pay amounts due pursuant to Sections 2.8.2(a) through (e), to transfer amounts up to the amount of such insufficiency to such Available Cash Account to pay amounts due pursuant to Sections 2.8.2(a) through (e);

(b) Second, on the Installment Payment Date occurring immediately after the last LLCA Distribution Date in respect of any Annual Period, to the extent the total distributions received by such Borrower from the Target (other than any Net Casualty Proceeds, Net Dispositions Proceeds, Termination Payments or Net Debt Proceeds) during such Annual Period exceed the Annual Preferred Target for such Annual Period (such amount in excess of the Annual Preferred Target, the “Annual Excess Distributions”), fifty percent (50%) of such Annual Excess Distributions shall be applied to the prepayment of the Loans then outstanding; and

(c) Third, after giving effect to the transfer described in Section 2.8.5(b), any remaining amounts on deposit in such Annualization Reserve Account shall be transferred to the applicable Distribution Suspense Account on such Installment Payment Date.

Section 2.8.6 Withdrawals from the Other Proceeds Account. All amounts in each Other Proceeds Account shall be disbursed by the applicable Borrower from time to time for application, to the extent funds are available therein, at the following times and in the following order of priority:

(a) First, as needed, to reinvestments permitted and such ▇▇▇▇▇▇▇▇’s Pro Rata share of any mandatory prepayment of the Loans required pursuant to Section 3.1.1(f); and

(b) Second, after giving effect to the transfer in clause (a), to such Borrower’s Distribution Suspense Account for application in accordance with Section 2.8.2.

Section 2.8.7 DSR Support Instruments.

(a) If (i) any DSR Support Instrument is not renewed or replaced on or prior to the date which is forty-five (45) days prior to its expiration or (ii) at any time the issuing bank in respect of an Acceptable Letter of Credit that ceases to be an Acceptable Bank, the Borrowers, within thirty (30) days following the date of such event, shall cause such Acceptable Letter of Credit to be replaced with a replacement DSR Support Instrument or Cash in the amount of such DSR Support Instrument. If either (i) the Collateral Agent receives written notice from the Borrowers that a DSR Support Instrument required to be replaced pursuant to the foregoing sentence has not been so replaced within such thirty (30) day period or (ii) the Collateral Agent receives written notice either (x) from the Borrowers that DSR Support Instrument will not be extended or replaced upon its stated expiration date or (y) from letter of credit issuer of such DSR Support Instrument that such DSR Support Instrument will not be renewed in accordance with its terms, then, in each such case, the Collateral Agent shall make a drawing on such DSR Support Instrument to the extent of the remaining available amount thereof in an amount equal to (A) the Minimum Debt Service Reserve Amount at such time minus (B) the sum of the aggregate available amount under all other DSR Support Instruments at such time credited to the DSR Accounts (to the extent any such Acceptable Letters of Credit are issued by an Acceptable Bank and will not expire within thirty (30) days (unless the issuing bank or the Borrower has provided written evidence to the Collateral Agent that any such DSR Support Instrument will be extended or replaced upon or prior to its stated expiration date)) plus the Cash or Cash Equivalent Investments on deposit in the DSR Accounts at such time. The Collateral Agent shall deposit or cause to be deposited the amounts received in connection with such drawing on such DSR Support Instrument

to each DSR Account (in an amount of the applicable Borrower’s Pro Rata share) and each Borrower shall apply such Cash in accordance with Section 2.8.3(a). Each Borrower shall give prompt written notice to the Collateral Agent upon obtaining actual knowledge that any issuer of an Acceptable Letter of Credit is not an Acceptable Bank.

(b) If a Debt Payment Deficiency has occurred and there is insufficient cash in such DSR Account to pay such Debt Payment Deficiency, the applicable Borrower shall notify the Administrative Agent and the Collateral Agent in writing and shall request the Collateral Agent to (and the Collateral Agent shall) make the necessary drawing under the DSR Support Instruments then credited to such DSR Account to pay an amount up to the Debt Payment Deficiency on a pro rata basis based on the aggregate amount available under such DSR Support Instruments.

(c) The Collateral Agent shall make drawings under such DSR Support Instruments as follows: (i) first, from each Acceptable Letter of Credit credited to the DSR Account on a pro rata basis based on the aggregate Drawing Amounts of such Acceptable Letters of Credit as of the date of such drawing, and (ii) second, from each DSR Letter of Credit on a pro rata basis based on the aggregate Drawing Amounts of such DSR Letter of Credit as of the date of such drawing.

Section 2.8.8 Insufficiencies Across Borrower Accounts.

(a) To the extent a Debt Payment Deficiency has occurred in respect of any Borrower, and sufficient funds are not available in such Borrower’s Available Cash Account, DSR Account, Annualization Reserve Account or Distribution Suspense Account to pay such Debt

Payment Deficiency, any other Borrower may (in its sole discretion) transfer amounts first, from its Annualization Reserve Account, second, to the extent amounts on deposit in such Annualization Reserve Account are insufficient, from its DSR Account, and third to the extent amounts on deposit in both the Annualization Reserve Account and the DSR Account are insufficient, from its Distribution Suspense Account, in an aggregate amount up to the amount of such Debt Payment Deficiency to such Borrower’s Available Cash Account to pay such Debt Payment Deficiency.

(b) To the extent insufficient funds are available in any Borrower’s Available Cash Account to pay amounts pursuant to Section 2.8.2(a), any other Borrower may transfer amounts from its Annualization Reserve Account or its Distribution Suspense Account in an amount up to the amount of such insufficiency, to such Borrower’s Available Cash Account to pay such amounts pursuant to Section 2.8.2(a).

(c) To the extent insufficient funds are available in any Borrower’s Other Proceeds Account to pay such ▇▇▇▇▇▇▇▇’s Pro Rata share of amounts required to be transferred pursuant to Section 2.8.6(a), any other Borrower may transfer amounts from its Other Proceeds Account in an amount up to the amount of such insufficiency, to such Borrower’s Other Proceeds Account to pay such amounts pursuant to Section 2.8.6(a).

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

Section 3.1 Repayments and Prepayments; Application. Each Borrower agrees that the Loans shall be repaid and prepaid pursuant to the following terms.

Section 3.1.1 Repayments and Prepayments. Each Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made as set forth below.

(a) From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided that (i) all such voluntary prepayments shall require at least one (1) (and at least three (3)

U.S. Government Securities Business Days in the case of SOFR Loans) but no more than ten (10) Business Days’ irrevocable prior written notice to the Administrative Agent (provided that, if a notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity, such notice may be revoked by the Borrowers (by notice to the Administrative Agent) if such credit facilities do not become effective or such other transaction does not close, subject to the obligations of the Borrowers under Section 4.4); and (ii) all such voluntary partial prepayments of any Loans shall be in an aggregate minimum amount of $100,000 and, in each case, an integral multiple of $100,000 or the remaining amount of the Loans outstanding. Each such request may be made by telephone confirmed promptly by e-mail to the Administrative Agent of the applicable voluntary prepayment request.

(b) On each Installment Payment Date set forth on Schedule III, the Borrowers shall make a scheduled repayment of aggregate outstanding principal amount, if any, of all Term Loans in the amount set forth opposite such Installment Payment Date on Schedule III.

(c) No later than three (3) Business Days following the receipt by the Borrowers of any Net Debt Proceeds, the Borrowers shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.

(d) No later than five (5) Business Days following the receipt by the Borrowers of any Termination Payment in excess of $7,500,000, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) 100% of such Termination Payment actually received by the Borrowers and (ii) the amount required to ensure the Term Loans then outstanding, after giving effect to such prepayment, is in compliance with the Debt Sizing Parameters, taking into account the termination of the applicable Material Power Purchase Agreement or any other offtake, power purchase agreement, revenue swap agreement, commodity swap agreement, contract for differences, virtual power purchase agreement, renewable energy credit agreement, environmental attribute agreement or any similar agreement to which any Project Company is a party, in each case resulting in such Termination Payment, to be applied as set forth in Section 3.1.2.

(e) No later than five (5) Business Days following the receipt by the Borrowers of any cash proceeds from the exercise of the Purchase Option, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100% of such cash proceeds received by the Borrowers less (without duplication) the amounts (i) of all Taxes actually paid or estimated by the Borrowers (in good faith) to be payable in cash in connection therewith, (ii) of the reasonable or customary out-of-pocket fees and expenses incurred by the Borrowers in connection with such exercise (including attorneys’ fees, accountants’ fees, investment banking fees, real property related fees, sales commissions, transfer and similar taxes and charges and brokerage and consultant fees) and (iii) to be paid to a creditor (other than the Lenders) that holds a Lien on the property which is the subject of such exercise which is not prohibited under this Agreement, to be applied as set forth in Section 3.1.2.

(f) No later than five (5) Business Days following the receipt by the Borrowers of any Other Proceeds in excess of $7,500,000 in any Fiscal Year, the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) 100% of such Other Proceeds, as applicable, in each case actually received by the Borrowers and (ii) the amount required to ensure the Term Loans then outstanding, after giving effect to such prepayment, is in compliance with the Debt Sizing Parameters (taking into account the applicable Casualty Event, Title Event, Event of Loss or Disposition resulting in such Other Proceeds); provided that, no prepayment shall be required pursuant to this clause (f) if the Borrowers notify the Administrative Agent of their good faith intention to reinvest such Other Proceeds in the Borrower Companies within three hundred and sixty five (365) days from the date of receipt of such Other Proceeds, as applicable (which such date shall be automatically extended for an additional one hundred and eighty (180) days if, at the end of the initial three hundred and sixty five day (365) day period, any

Borrower Company has contractually agreed to a reinvestment in any Investments permitted under Section 8.4 within such extended period).

(g) No later than five (5) Business Days following the receipt by any Borrower or Affiliate of such Borrower of any Net Disposition Proceeds received by such Borrower or Affiliate of the Borrower in connection with any Target Equity Disposition (including, for the avoidance of doubt, such Target Equity Dispositions occurring pursuant to Section 4.11(a) of the Target LLCA), such Borrower shall and shall cause such Affiliate of such Borrower to, make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) 100% of such Net Disposition Proceeds actually received by such Borrower or such Affiliate with respect to such Target Equity Disposition and (ii) an amount equal to the Applicable Equity Percentage of the Borrower’s Pro Rata share of Term Loan Commitments in effect as of the Closing Date prior to funding of the Term Loans; provided that if such Target Equity Disposition is for 100% of the Capital Securities then owned by such Borrower, the amount of Net Disposition Proceeds received in respect of such Target Equity Disposition and required to be mandatorily applied to the Loans shall be sufficient to prepay such Borrower’s Pro Rata share of all outstanding Obligations in full.

(h) Each Borrower shall make a mandatory prepayment of the Loans using (i) amounts on deposit in such Borrower’s Distribution Suspense Account in the amounts and to the extent required to make a prepayment of the Loans in accordance with Section 2.8.4(b) and (ii)

amounts on deposit in such Borrower’s Annualization Reserve Account in the amounts and to the extent required to make a prepayment of the Loans in accordance with Section 2.8.5(b).

(i) No later than five (5) Business Days following the payment of the final Purchase Price Adjustment, any Borrower which has received Net Purchase Price Adjustment Proceeds shall make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) 100% of such Net Purchase Price Adjustment Proceeds actually received by such Borrower and

(ii) the greater of (x) 60% of such Net Purchase Price Adjustment Proceeds and (y) the amount required to ensure the Term Loans then outstanding, after giving effect to such prepayment, do not exceed the maximum amount of term loans calculated using the Debt Sizing Parameters (making only those adjustments to the Base Case Lender Financial Model which correspond to the adjustments in the Initial Base Case Model and Tracking Model (each as defined under the Purchase and Sale Agreement) made in connection with the Purchase Price Adjustments).

Each prepayment or repayment of any Loans made pursuant to this Section 3.1.1 shall be made together with (x) accrued and unpaid interest to the date of such prepayment or repayment on the principal amount prepaid or repaid, (y) any amounts owing pursuant to Section 4.4 and (z) any termination, liquidation or unwind payments required to be paid under any Interest Rate Hedge Agreement in order to maintain compliance with Section 7.12. For the avoidance of doubt, no premium or penalty shall be required in connection with the voluntary or mandatory prepayment of any Loans and such prepayments shall be made at par. The Borrowers shall give prior written notice of any mandatory prepayment under Section 3.1.1(c), (d), (e), (f), (g), (h) and (i) at least one (1) Business Day prior thereto; provided that the failure to give such notice shall not relieve any Borrower of its obligation to make such mandatory prepayments on or prior to the dates set forth in such Section 3.1.1(c), (d), (e), (f), (g), (h) and (i) and the Borrowers shall be permitted to make such mandatory prepayments on or prior to such dates. No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Section 3.1.2 Application. Amounts prepaid pursuant to Section 3.1.1 shall be applied as set forth in this Section 3.1.2.

(a) Each prepayment of Loans made pursuant to Section 3.1.1(a) shall be applied as directed by the Borrowers, and, in the absence of such direction, to the remaining amortization payments of the Term Loans on a pro rata basis across maturities.

(b) Each prepayment of the Loans made pursuant to Section 3.1.1(c) through

(h) shall be applied (i) first, pro rata to the prepayment of the outstanding principal amount of all Term Loans regardless of what Type (with the amount of such prepayment of Term Loans being applied to the remaining amortization payments of the Term Loans on a pro rata basis), (ii) second, pro rata to the ratable prepayment of all outstanding DSR LC Loans and Reimbursement Obligations (with a corresponding reduction of DSR LC Commitments, respectively), (iii) third, to the Cash Collateralization of any outstanding DSR Letters of Credit (and thereafter the DSR LC Commitments shall be permanently reduced in an amount equal to any remaining proceeds after giving effect to the foregoing) and (iv) fourth, any amount remaining may be retained Pro Rata by each Borrower. Proceeds so applied to prepay the principal amount of a Loan shall also be used for the payment of (and the principal amount of such prepayment shall be reduced pro tanto by the

amount used to prepay) (x) accrued and unpaid interest to the date of such prepayment on the principal amount prepaid, (y) any amounts owing pursuant to Section 4.4 and (z) any termination, liquidation or unwind payments required to be paid under any Interest Rate Hedge Agreement in order to maintain compliance with Section 7.12.

Section 3.2 Interest Provisions. Interest on the outstanding principal amount of the Loans and Reimbursement Obligations shall accrue and be payable in accordance with the terms set forth below.

Section 3.2.1 Rates. (a) The Loans comprising a Borrowing shall accrue interest at a rate per annum:

(i) on that portion of Loans maintained from time to time as a Base Rate Loan, equal to the sum of the Adjusted Base Rate from time to time in effect plus the Applicable Margin; and

(ii) on that portion of Loans maintained from time to time as a SOFR Loan, equal to the sum of Daily Compounded SOFR, from time to time in effect plus the Applicable Margin.

(b) The Borrowers agree to pay to the DSR LC Issuers, with respect to any Reimbursement Obligations, interest on such Reimbursement Obligations in respect of each honored drawing under a DSR Letter of Credit from the date such drawing is honored to but excluding the date such Reimbursement Obligation is reimbursed by or on behalf of the Borrowers at a rate equal to, for the period from the date such drawing is honored to but excluding the applicable date of reimbursement of such Reimbursement Obligation, the rate of interest otherwise payable hereunder with respect to DSR LC Loans that are Base Rate Loans; provided that, if a drawing under a DSR Letter of Credit is not reimbursed by the Borrowers when due or financed by a DSR LC Loan pursuant to Section 2.6.2(b), then the Borrowers’ Reimbursement Obligation

with respect to such drawing shall be due and payable on demand (together with interest) and shall bear interest as provided in Section 3.2.2.

(c) If on any day a Loan is outstanding with respect to which a Borrowing Request or Continuation/Conversion Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Section 3.2.2 Post-Default Rates. After the date any principal amount of any Loan is due and payable (whether on any Maturity Date, upon acceleration or otherwise), for so long as such amount remains due and payable, or after any other monetary Obligation of each Borrower shall have become due and payable, for so long as such amount remains due and payable, such Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to (a) in the case of overdue principal and interest of any Loan, the rate of interest that otherwise would be applicable to such Loan plus 2.00% per annum; (b) in the case of overdue Reimbursement Obligations, the rate of interest that otherwise would be applicable to such Reimbursement Obligation plus 2.00% per annum; and (c)

in the case of overdue fees and other monetary Obligations, the Base Rate, plus the Applicable Margin for Term Loans accruing interest at the Base Rate, plus 2.00% per annum.

Section 3.2.3 Payment Dates. Interest accrued on each Loan shall be payable, without duplication:

(a) on the Maturity Date therefor;

(b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on any Loan, on the principal amount so paid or prepaid;

(c) with respect to Base Rate Loans, on each Installment Payment Date, beginning with the Installment Payment Date occurring on or prior to February 14, 2025;

(d) with respect to SOFR Loans, payable in arrears on each Interest Payment Date applicable thereto;

(e) with respect to any Base Rate Loans converted into SOFR Loans on a day when interest would not otherwise have been payable pursuant to clause (c), on the date of such conversion; and

(f) immediately upon a Commitment Termination Event.

Interest accrued on Loans or other monetary Obligations after the date such amount is due and payable (whether on the Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

Section 3.3 Fees. The Borrowers agree to pay the fees set forth below. All such fees shall be non-refundable.

Section 3.3.1 Commitment Fees. The Borrowers agree to pay to the Administrative Agent for the account of each DSR LC Loan Lender, a commitment fee in a per annum amount equal to (a) 0.50% multiplied by (b)(i) the average daily DSR LC Loan Commitments minus (ii) outstanding DSR LC Outstandings minus (iii) outstanding DSR LC Loans, such fees being calculated on a year comprised of 360 days and payable quarterly in arrears on each Installment Payment Date and on the DSR LC Loan Commitment Termination Date.

Section 3.3.2 Agents’ Fees; Closing Fees. (a) The Borrowers agree to pay (i) to each of the Administrative Agent and the Collateral Agent, for their own respective accounts, and (ii) in the case of closing fees, to the Administrative Agent, for the account of the applicable Lenders, the respective fees payable to each of them in the amounts (without duplication) and on the dates set forth herein, the applicable Fee Letter, as the case may be.

(b) All fees payable under clause (a) above shall be paid in immediately available funds and once paid, no such fees shall be refundable under any circumstances, absent manifest calculation error.

Section 3.3.3 Letter of Credit Fees.

(a) Each Borrower agrees to pay to the Administrative Agent for the account of each DSR LC Loan Lender, a DSR Letter of Credit fee in a per annum amount equal to the Applicable Margin applicable to SOFR Loans, multiplied by the maximum average daily Stated Amount of each such DSR Letter of Credit, such fees being calculated on a year comprised of 360 days and payable quarterly in arrears on each Installment Payment Date following the date of issuance of each such DSR Letter of Credit and on the applicable DSR LC Loan Commitment Termination Date.

(b) In addition, each Borrower agrees to pay to each DSR LC Issuer the customary issuance, drawing, presentation and amendment fees, and other standard costs and charges, of such DSR LC Issuer relating to DSR Letters of Credit as from time to time in effect (excluding, for the avoidance of doubt, any fronting fees). Such customary fees and standard costs and charges are due and payable on demand and are non-refundable.

ARTICLE IV

CERTAIN SOFR AND OTHER PROVISIONS

Section 4.1 Inability to Determine Rates; SOFR Lending Unlawful.

Section 4.1.1 Inability to Determine Rates. Subject to Section 4.2, if, as of any date, (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Compounded SOFR” cannot be determined pursuant to the definition thereof or (b) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Daily Compounded SOFR does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly notify each Borrower and each Lender. Upon written notice thereof by the Administrative Agent to each

Borrower and the Lenders, any obligation of the Lenders to make SOFR Loans, and any right of each Borrower to continue SOFR Loans or to convert any Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans) until the Administrative Agent (with respect to Section 4.1.2, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) each Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans) or, failing that, each Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. Upon any such conversion, each Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 4.5. Subject to Section 4.2, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Compounded SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the

Administrative Agent without reference to clause (c) of the definition of “Adjusted Base Rate” until the Administrative Agent revokes such determination.

Section 4.1.2 SOFR Lending Unlawful. If any Lender shall determine (which determination shall, upon written notice thereof to each Borrower and the Administrative Agent, be conclusive) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a SOFR Loan or any Loan whose interest is determined by reference to SOFR or Daily Compounded SOFR, the obligations of such Lender to make, continue or convert any such Loan as or into a SOFR Loan with reference to SOFR or Daily Compounded SOFR shall, after the determination thereof, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding SOFR Loans with reference to SOFR or Daily Compounded SOFR payable to such Lender shall automatically convert into Base Rate Loans on the next succeeding Interest Payment Date with respect thereto or sooner, if required by such law or assertion. Subject to Section 4.2, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that “Daily Compounded SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Adjusted Base Rate” until the Administrative Agent revokes such determination.

Section 4.2 Benchmark Replacement Setting.

Section 4.2.1 Benchmark Replacement.

(a) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and each Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and each Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of

a Benchmark with a Benchmark Replacement pursuant to this Section 4.2.1(a) will occur prior to the applicable Benchmark Transition Start Date.

(b) No Interest Rate Hedge Agreements shall be deemed to be a “Loan Document” for purposes of this Section 4.2.

Section 4.2.2 Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes (in consultation with each Borrower) from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Loan Document.

Section 4.2.3 Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify each Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify each Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.2.4 and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.2.

Section 4.2.4 Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “interest period” (or any similar or analogous definition), if any, for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “interest period” (or any similar or analogous definition), if any, for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Section 4.2.5 Benchmark Unavailability Period. Upon each Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) such Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Adjusted Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Adjusted Base Rate.

Section 4.3 Increased Costs, etc.

Section 4.3.1 Each Borrower agrees to reimburse each Lender and each DSR LC Issuer for any increase in the cost to such Lender or such DSR LC Issuer of, or any reduction in the amount of any sum receivable by such Credit Party (whether of principal, interest or any other amount) in respect of, such Credit Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, SOFR Loans), or the adoption, effectiveness, interpretation, reinterpretation or phase in after the Closing Date of, (a) the adoption of any law, rule, treaty or regulation by any Governmental Authority, (b) any change in law, rule, treaty or regulation or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or DSR LC Issuer with any written directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority (which shall be deemed to include, for the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented) (each, a “Change in Law”), that (A) imposes, modifies or deems applicable any reserves (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated by any Lender or DSR LC Issuer, (B) subjects any Lender, the Administrative Agent, or any DSR LC Issuer to any Taxes on its Loans, Loan principal, DSR Letters of Credit, Commitments, or other obligations under the Loan Documents, or its deposits, reserves, other liabilities or capital attributable thereto or (C) imposes on any Lender or any DSR LC Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any DSR Letter of Credit or participation therein, other than, in the case of clause (B), (w) Non-Excluded Taxes, which are governed by Section 4.6, (x) to the extent not otherwise described in clause (w), Other Taxes, (y) Taxes that are described in clauses (b) through (d) of the definition of “Non- Excluded Taxes” and (z) Connection Income Taxes. Each affected Credit Party shall promptly notify the Administrative Agent and each Borrower in writing of the occurrence of any such event,

stating the reasons therefor and the additional amount required fully to compensate such Credit Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers directly to such Credit Party within ten (10) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers.

Section 4.3.2 A certificate of an officer of a Lender or a DSR LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such DSR LC Issuer as specified in this Section 4.3 shall be delivered to the Borrowers and shall be conclusive absent

manifest error. The Borrowers shall pay such Lender or such DSR LC Issuer, as applicable, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section 4.3.3 Promptly after any Lender or any DSR LC Issuer has determined that it will make a request for increased compensation pursuant to this Section 4.3, such Lender or such DSR LC Issuer shall notify each Borrower thereof. Failure or delay on the part of any Lender or any DSR LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such DSR LC Issuer’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender or any DSR LC Issuer pursuant to this Section 4.3 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the date that such Lender or DSR LC Issuer, as applicable, notifies such Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such DSR LC Issuer’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 4.4 Funding Losses. In the event of (a) the payment of any principal of any SOFR Loan other than on the Interest Payment Date therefor (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the Interest Payment Date therefor (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto (as a result of a revocation of such notice or as a result of such prepayment not being made), or (d) the assignment of any SOFR Loan other than on the Interest Payment Date therefor as a result of a request by any Borrower pursuant to Section 4.11, but in each case other than due to such ▇▇▇▇▇▇’s failure to fulfil its obligations hereunder, then, in any such event, such Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to such Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section 4.5 Increased Capital Costs.

Section 4.5.1 If, after the Closing Date, any Change in Law affects or would affect the capital or liquidity requirements expected to be maintained by any Lender or any Person controlling such Lender, and such Lender determines in good faith but in its reasonable discretion that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made by such Lender is reduced to a level below that which

such Lender or such controlling Person could have achieved but for such Change in Law, then upon notice from time to time by such Lender to each Borrower, such Borrower shall within ten

(10) Business Days following receipt of such notice pay directly to such Credit Party additional amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return.

Section 4.5.2 A certificate of an officer of a Lender setting forth the amount or amounts necessary to compensate such Lender, together with the computation of such amount or amounts in reasonable detail, as specified in this Section 4.5 shall be delivered to each Borrower and shall be conclusive absent manifest error.

Section 4.5.3 Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 4.5, such Lender shall notify each Borrower thereof. Failure or delay on the part of any Lender or any DSR LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such DSR LC Issuer’s right to demand such compensation; provided that such Borrower shall not be required to compensate a Lender pursuant to this Section 4.5 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies such Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof; provided, further, that such Borrower shall not be required to compensate a Lender or any DSR LC Issuer pursuant to this Section 4.3 for any increased costs or reductions incurred as a result of any Change in Law unless such Lender or DSR LC Issuer has also requested similar reimbursement from other similarly situated borrowers.

Section 4.6 Taxes.

Section 4.6.1 Any and all payments by or on account of any obligation of each Borrower under each Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except to the extent such deduction or withholding is required by law (as determined in the good faith discretion of the Obligor or Administrative Agent, as applicable). In the event that any Taxes are required by law to be deducted or withheld from any such payment to or on behalf of any Credit Party by such Borrower or the Administrative Agent, then:

(a) If such Taxes are Non-Excluded Taxes, the amount of such payment shall be increased by such Borrower as may be necessary so that the amount of such payment, after withholding or deduction for or on account of such Non-Excluded Taxes (including such withholdings or deductions applicable to additional sums payable under this Section 4.6), is equal to the amount provided for in such Loan Document (and for the avoidance of doubt, it shall be the responsibility of such Borrower (or other relevant Obligor) to pay such increased amounts without regard to whether such Taxes are imposed on or required to be withheld by such Borrower (or such Obligor) or the Administrative Agent); and

(b) each Obligor or the Administrative Agent, as the case may be, shall withhold the full amount of such Taxes from such payment (as increased pursuant to Section 4.6.1(a), if applicable) and shall pay such amount to the Governmental Authority imposing such Taxes in accordance with applicable law.

Section 4.6.2 Without duplication of any amounts withheld or deducted pursuant to Section 4.6.1, the applicable Obligor shall pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

Section 4.6.3 As promptly as practicable after the payment of any Taxes or Other Taxes by any Obligor to a Governmental Authority pursuant to this Section 4.6, each Borrower shall furnish to the Administrative Agent the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The Administrative Agent shall make copies thereof available to any Credit Party upon request therefor.

Section 4.6.4 Each Borrower shall indemnify each Credit Party, within ten

(10) days after the date such Credit Party makes written demand therefor, for any Non-Excluded Taxes and (without duplication) Other Taxes (for the avoidance of doubt, in each case, including any penalties and interest) levied, imposed, assessed on or actually paid by or on behalf of such Credit Party or required to be withheld or deducted from a payment, or any reasonable out-of- pocket expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to each Borrower by a Credit Party, or by the Administrative Agent on behalf of the applicable Credit Party, shall be conclusive absent manifest error.

Section 4.6.5 Each Credit Party shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Credit Party (but only to the extent that no Borrower has already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of such Borrower to do so), (ii) any Taxes attributable to such Credit Party’s failure to comply with the provisions of Section 11.11.6 relating to the maintenance of a Participant Register and (iii) any Taxes other than Non-Excluded Taxes attributable to such Credit Party, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party by the Administrative Agent shall be conclusive absent manifest error. Each Credit Party hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 4.6.5.

Section 4.6.6 (a) Each Credit Party shall deliver documentation prescribed by applicable law or reasonably requested by any Borrower, the Administrative Agent or the

Collateral Agent as will enable such Borrower, the Administrative Agent or the Collateral Agent to determine whether or not and to what extent such Credit Party is subject to withholding, backup withholding or information reporting requirements; provided that, except in the case of the

documentation set forth in Sections 4.6.6(i) through 4.6.6(iv), 4.6.6(b) and 4.6.8 below, no Credit Party shall be required to complete, execute or submit any documentation if in the Credit Party’s reasonable judgment such completion, execution or submission would subject such Credit Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Credit Party. Without limiting the generality of the foregoing, each Non-Domestic Credit Party that is entitled to an exemption from U.S. withholding Tax, or is subject to such Tax at a reduced rate under an applicable Tax treaty, on or prior to the date on which such Non-Domestic Credit Party becomes a Credit Party hereunder, and from time to time thereafter upon the reasonable request of such Borrower, the Administrative Agent or the Collateral Agent, but, in each case, only if and for so long as such Non-Domestic Credit Party is legally entitled to do so, shall deliver to such Borrower, the Administrative Agent and the Collateral Agent whichever of the following is applicable:

(i) if it is claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any applicable successor form) (establishing an exemption from, or a reduction of U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty) and (y) with respect to any other applicable payments under any Loan Document, properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any applicable successor form) (establishing an exemption from, or a reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty);

(ii) properly completed and duly executed copies of Internal Revenue Service Form W-8ECI (or any applicable successor form);

(iii) in the case of a Non-Domestic Credit Party claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Non-Domestic Credit Party is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,

(B) a “10 percent shareholder” of such Borrower (or the parent entity from which such Borrower is disregarded as separate for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an “Exemption Certificate”) and (y) properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or applicable successor form) certifying that the Non-Domestic Credit Party is not a “United States person” as defined in Section 7701(a)(30) of the Code;

(iv) to the extent a Non-Domestic Credit Party is not the beneficial owner, properly completed and duly executed copies of Internal Revenue Service Form W- 8IMY (or any applicable successor form), accompanied by properly completed and duly executed copies of Internal Revenue Service Forms W-8ECI, W-8BEN or W-8BEN-E (or

any applicable successor form), an Exemption Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as well as any state form reasonably required by such Borrower; provided that if the Non-Domestic Credit Party is a partnership for relevant tax purposes and one or more direct or indirect partners of such Non-Domestic Credit Party are claiming the portfolio interest exemption, such party may provide an Exemption Certificate substantially in the form of Exhibit F-4 on behalf of each such direct or indirect partner; or

(v) properly completed and duly executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower, the Administrative Agent or the Collateral Agent to determine the withholding or deduction required to be made.

(b) Each Credit Party that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to each Borrower, the Administrative Agent and the Collateral Agent copies on or prior to the date on which such Credit Party becomes a Credit Party hereunder (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), properly completed and duly executed, of Internal Revenue Service Form W-9 (or any applicable successor form) establishing that such Credit Party is not subject to backup withholding tax.

In addition, each Credit Party shall promptly deliver update forms upon the obsolescence, inaccuracy or invalidity of any form previously delivered by such Credit Party. Each Credit Party shall promptly notify each Borrower, the Administrative Agent and the Collateral Agent at any time it determines that it is no longer legally able to provide any previously delivered form or certificate to such Borrower, the Administrative Agent or the Collateral Agent.

Section 4.6.7 If any Credit Party determines, in good faith, that it has received a refund of or with respect to any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by each Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 4.6, it shall pay to such Borrower as soon as practical thereafter an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 4.6 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Credit Party and without interest (other than any interest paid or credited by the relevant Governmental Authority with respect to such refund); provided that such Borrower, upon the request of such Credit Party, agrees to repay the amount paid over to such Borrower (plus any interest, penalties or other charges imposed by the relevant Governmental Authority) to such Credit Party in the event such Credit Party is required to repay such refund to such Governmental Authority; provided, further, that a Credit Party shall not be obligated to pay any amount of such refund pursuant to this Section 4.6.7 to the extent such payment would place the Credit Party in a less favorable net after-Tax position than the Credit Party would have been if the Tax subject to indemnification or with respect to which additional

amounts were paid and giving rise to such refund had not been deducted, withheld or otherwise imposed and the additional amounts with respect to such Tax had never been paid. This

Section 4.6.7 shall not be construed to require any Credit Party to make available its tax returns (or any other information relating to its taxes which it deems confidential) to such Borrower or any other Person.

Section 4.6.8 If a payment made to a Credit Party under any Loan Document would be subject to Tax imposed by FATCA if such Credit Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Credit Party (other than the Administrative Agent) shall deliver to each Borrower, the Administrative Agent and the Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower, the Administrative Agent or the Collateral Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower, the Administrative Agent or the Collateral Agent as may be necessary for such Borrower, the Administrative Agent or the Collateral Agent to comply with their obligations under FATCA and to determine whether such Credit Party has complied with such Credit Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 4.6.8, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Section 4.6.9 On or before the date the Administrative Agent (including, for purposes of this Section 4.6.9, any successor Administrative Agent thereto) becomes a party to this Agreement, the Administrative Agent shall deliver to each Borrower whichever of the following is applicable: (a) if the Administrative Agent is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two copies of an executed IRS Form W-9 certifying that the Administrative Agent is exempt from U.S. federal backup withholding, or (b) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (i) with respect to payments received for its own account, two copies of an executed IRS Form W-8ECI and (ii) with respect to payments received on account of any Lender, two copies of an executed IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is either (1) a “qualified intermediary” assuming primary withholding responsibility under Chapters 3 and 4 of the Code and primary Form 1099 reporting and backup withholding responsibility for payments it receives for the accounts of others, or (2) a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of a trade or business in the United States, and in the case of each of clauses (1) and (2), that the Administrative Agent is using such form as evidence of its agreement with the Borrower to be treated as a United States person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a United States person with respect to such payments as contemplated by U.S. Treasury Regulations Section 1.1441-1(b)(2)(iv)(A)), with the effect that the Borrower can make payments to the Administrative Agent without deduction or withholding of any taxes imposed by the United States. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of such Borrower.

Section 4.6.10 For purposes of this Section 4.6, the terms “law” and “applicable law” include FATCA. Each party’s obligations under this Section 4.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of,

a Credit Party, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 4.7 Payments, Computations, etc.

Section 4.7.1 Unless otherwise expressly provided in a Loan Document, all payments by each Borrower pursuant to each Loan Document shall be made by such Borrower to the Administrative Agent for the pro rata account of the Credit Parties entitled to receive such payment. If any payment under any Loan Document becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the then-applicable rate during such extension. All payments shall be made without setoff, deduction or counterclaim not later than 1:00 p.m. on the date due in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to such Borrower. Funds received after that time shall be deemed, in the Administrative Agent’s sole discretion, to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Credit Party its share, if any, of such payments received by the Administrative Agent for the account of such Credit Party. All interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to the Adjusted Base Rate at times when the Adjusted Base Rate is based on the Base Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan other than a Loan computed by reference to Daily Compounded SOFR shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. All interest hereunder on any Loan computed by reference to Daily Compounded SOFR shall be computed as of any applicable date of determination on a daily basis based upon (x) the outstanding principal amount of such Loan as of such date of determination plus (y) the accrued, unpaid interest on such Loan attributable to Daily Compounded SOFR (and not, for the avoidance of doubt, attributable to the Applicable Margin) as of the immediately preceding U.S. Government Securities Business Day. The applicable Adjusted Base Rate or Daily Compounded SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Except as otherwise set forth in any Loan Document, following an Event of Default, all payments made under any Loan Document (and allocable to the Credit Parties in accordance with the Loan Documents) shall be applied upon receipt (a) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent, but not as a Lender (including the reasonable fees and expenses of counsel to the Administrative Agent); (b) second, after payment in full in cash of the amounts specified in clause (a), to the payment of interest and fees on any portion (without duplication) of

(i) DSR LC Loans that the Administrative Agent may have advanced on behalf of each Borrower for which the Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇▇▇ and (ii) payments that the Administrative Agent may have advanced to the Credit Parties in accordance

with this Section 4.7 for which the Administrative Agent has not been reimbursed by such ▇▇▇▇▇▇▇▇, any other Obligor or the Credit Parties; (c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of interest and fees on any portion (without duplication) of the Loans and the DSR Letters of Credit then outstanding and Reimbursement Obligations then owing; (d) fourth, after payment in full in cash of the amounts

specified in clauses (a) through (c), to the ratable payment of the principal amount of each of the Loans then outstanding and Reimbursement Obligations then owing and amounts required for purposes of Cash Collateralization for contingent liabilities under DSR LC Outstandings and all other costs and expenses owing to the Lenders pursuant to the terms of this Agreement; (e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), to the ratable payment of all other Obligations owing to the Credit Parties; and (f) sixth, after payment in full in cash of the amounts specified in clauses (a) through (e), to each other Person lawfully entitled to receive such surplus.

Section 4.7.2 In connection with the use or administration of Daily Compounded SOFR, the Administrative Agent will have the right, in consultation with each Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify each Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Compounded SOFR.

Section 4.8 Sharing of Payments. If any Credit Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the terms of Section 4.3, 4.4, 4.5 or 4.6) in excess of its pro rata share of payments obtained by all Credit Parties, such Credit Party shall promptly notify the Administrative Agent of such payment or recovery and shall thereafter as soon as practicable purchase from the other Credit Parties such participations in Credit Extensions made by them as shall be necessary to cause such purchasing Credit Party to share the excess payment or other recovery ratably (to the extent such other Credit Parties were entitled to receive a portion of such payment or recovery) with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Credit Party, the purchase shall be rescinded and each Credit Party which has sold a participation to the purchasing Credit Party shall repay to the purchasing Credit Party the purchase price to the ratable extent of such recovery together with an amount equal to such selling Credit Party’s ratable share (according to the proportion of (a) the amount of such selling Credit Party’s required repayment to the purchasing Credit Party to (b) total amount so recovered from the purchasing Credit Party) of any interest or other amount paid or payable by the purchasing Credit Party in respect of the total amount so recovered. Each Borrower agrees that any Credit Party purchasing a participation from another Credit Party pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.9) with respect to such participation as fully as if such Credit Party were the direct creditor of such Borrower in the amount of such participation; provided that such Borrower shall have no liability to the Lenders hereunder to the extent that it has made all payments to the Lenders and the Administrative Agent

required to be made by such Borrower hereunder. If under any applicable bankruptcy, insolvency or other similar law any Credit Party receives a secured claim in lieu of a setoff to which this Section applies, such Credit Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Credit Parties entitled under this Section to share in the benefits of any recovery on such secured claim. The provisions of this Section 4.8 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds

arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Section 4.9 Setoff. Each Credit Party shall, upon the occurrence and during the continuance of any Default described in Sections 9.1.9(a) through (d) or, upon the occurrence and during the continuance of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and (as security for such Obligations) each Borrower hereby grants to each Credit Party a continuing security interest in, any and all balances, credits, deposits, accounts (other than any trust accounts comprised entirely of moneys held in trust for the benefit of Persons other than such Borrower or their Affiliates) or moneys of such Borrower then or thereafter maintained with such Credit Party; provided, however, that any such appropriation and application shall be subject to the provisions of Section 4.8. Each Credit Party agrees promptly to notify each Borrower and the Administrative Agent after any such setoff and application made by such Credit Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Credit Party and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Credit Party may have; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff,

(x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the DSR LC Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Section 4.10 Central Lending Office. Each Credit Party agrees that if it makes any demand for payment under Section 4.3, 4.5 or 4.6, or if any adoption or change of the type described in Section 4.1 shall occur with respect to it, it will, if requested by any Borrower, use reasonable efforts (in either case, consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its sole discretion) to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if the filing of such certificate or document or the making of such a designation would reduce or obviate the need for such Borrower to make payments under Section 4.3, 4.5 or 4.6, or would eliminate or materially reduce the effect of any adoption or change described in Section 4.1; provided, however, that nothing in this Section shall affect or postpone any of the Obligations of such Borrower or the right of any Credit Party provided in Section 4.1, 4.3, 4.5 or 4.6.

Section 4.11 Replacement of Lenders. If any Lender (an “Affected Lender”): (a) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document that requires the consent of Lenders in addition to the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by the Required Lenders, (b) makes a demand upon any Borrower for (or if such Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s SOFR Loans to Base Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, SOFR Loans, or (c) shall

become and continues to be a Defaulting Lender and shall have failed to cease being a Defaulting Lender pursuant to Section 4.12.2 within five (5) Business Days after such Borrower’s request therefor; such Borrower may (in the case of clause (a) only, within thirty (30) days of such consent of Required Lenders, or in the case of clauses (b) or (c) at any time) give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, and/or Commitments to another financial institution or other Person in accordance with Section 11.11 (a “Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by such Borrower if (i) such replacement conflicts with any applicable law or regulation, (ii) any Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement in connection with clause (b) above, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 or (iv) prior to any such replacement in connection with clause (c) above, such Lender shall have taken any necessary action under Section 4.12.2 to cease being a Defaulting Lender. If the Administrative Agent shall, in the exercise of its reasonable discretion and within five (5) Business Days of its receipt of such Replacement Notice, notify such Borrower and such Affected Lender in writing that the Replacement Lender is reasonably satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 4.4, assign, in accordance with Section 11.11, the portion of its Commitments and/or Loans, and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 11.11) and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, (B) the purchase price paid by such Replacement Lender shall be an amount equal to the sum of (w) the amount (at par) of such Affected Lender’s Loans designated in the Replacement Notice, plus

(x) such Affected ▇▇▇▇▇▇’s Percentage of all unreimbursed Reimbursement Obligations (at par), plus (y) all accrued and unpaid interest and fees in respect thereof, plus (z) all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder, (C) in the case of an assignment and assumption from an event as described in clause (a) of the first sentence of this Section, the Replacement Lender shall consent, at the time of such assignment, to such event, and (D) each Borrower shall pay to the Affected Lender and the Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and the Administrative Agent in connection with such assignment and

assumption (including the processing fees described in Section 11.11). Upon the effective date of an assignment described above, the Replacement Lender shall become a “Lender” for all purposes under the Loan Documents (other than the Interest Rate Hedge Agreements). Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such ▇▇▇▇▇▇ as assignor, any assignment agreement necessary to effectuate any assignment of such ▇▇▇▇▇▇’s interests hereunder in the circumstances contemplated by this Section.

Section 4.12 Defaulting Lenders.

Section 4.12.1 Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 4.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any DSR LC Issuer hereunder; third, to Cash Collateralize each DSR LC Issuer’s Fronting Exposure (if any) with respect to such Defaulting Lender in accordance with Section 4.12.4; fourth, as each Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and each Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize any DSR LC Issuer’s future Fronting Exposure (if any) with respect to such Defaulting Lender with respect to future DSR Letters of Credit issued under this Agreement, in accordance with Section 4.12.4; sixth, to the payment of any amounts owing to the Lenders, any DSR LC Issuer or the DSR LC Loan Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any DSR LC Issuer or the DSR LC Loan Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to each Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to DSR Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related DSR Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were satisfied and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect

to DSR Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to DSR Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in DSR Letters of Credit and DSR LC Loans are held by the Lenders pro rata in accordance with the applicable DSR LC Loan Commitments without giving effect to Section 4.12.1(c). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.12.1(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b) Certain Fees.

(i) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 3.3.1 or Section 3.3.3(a) for any period during which that Lender is a Defaulting Lender; provided such Defaulting Lender shall be entitled to receive fees pursuant to Section 3.3.3(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to its DSR LC Loan Percentage of the stated amount of DSR Letters of Credit for which it has provided Cash Collateral pursuant to Section 4.12.4.

(ii) With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (i) above, each Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in DSR Letters of Credit or DSR LC Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (c) below, (y) pay to the applicable DSR LC Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such DSR LC Issuer’s Fronting Exposure (if any) to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(c) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in DSR Letters of Credit and DSR LC Loans shall be reallocated among the Non-Defaulting Lenders of the applicable LC tranche in accordance with their respective DSR LC Percentage (calculated without regard to such Defaulting Lender’s DSR LC Loan Commitment) but only to the extent that (x) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless any Borrower shall have otherwise notified the Administrative Agent at such time, such Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate outstanding principal amount of all DSR LC Loans of such Non-Defaulting Lender under the applicable LC tranche, together with such DSR LC Loan Lender’s DSR LC Loan Percentage of the aggregate amount of all DSR LC Outstandings, as applicable, to exceed such Non-Defaulting Lender’s DSR LC Loan Commitment. Subject to Section 11.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

(d) Cash Collateral. If the reallocation described in clause (c) above cannot, or can only partially, be effected, such Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize each DSR LC Issuer’s Fronting Exposure (other than the Fronting Exposure of any DSR LC Issuer that is the Defaulting Lender or its Affiliate) in accordance with the procedures set forth in Section 4.12.4.

Section 4.12.2 Defaulting Lender Cure. If any Borrower, the Administrative Agent and each DSR LC Loan Lender and each DSR LC Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will,

to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in DSR Letters of Credit and Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 4.12.1(c)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of such Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇ having been a Defaulting Lender.

Section 4.12.3 New DSR Letters of Credit. So long as any Lender is a Defaulting Lender, no DSR LC Issuer shall be required to issue, extend, renew or increase any DSR Letter of Credit unless it is satisfied that the participations in any existing DSR Letters of Credit as well as the new, extended, renewed or increased DSR Letter of Credit has been fully allocated among the Non-Defaulting Lenders in a manner consistent with Section 4.12.1(c) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 4.12.4.

Section 4.12.4 Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or a DSR LC Issuer (with a copy to the Administrative Agent) each Borrower shall Cash Collateralize each DSR LC Issuer’s Fronting Exposure (other than the Fronting Exposure of any DSR LC Issuer that is the Defaulting Lender or its Affiliate) with respect to such Defaulting Lender (determined after giving effect to Section 4.12.1(c) and any Cash Collateral provided by such Defaulting Lender).

(a) Grant of Security Interest. Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the applicable DSR LC Issuer, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of DSR Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person

other than the Administrative Agent and a DSR LC Issuer as herein provided, or that the total amount of such cash collateral is less than 102% of the Stated Amount of such DSR Letter of Credit, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.12 in respect of DSR Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of DSR Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the applicable DSR LC Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 4.12 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by the Administrative Agent and the applicable DSR LC Issuer that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 4.12, the Person providing Cash Collateral and the applicable DSR LC Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided, further, that to the extent that such Cash Collateral was provided by any Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Section 4.13 Extension of Applicable Maturity Date.

Section 4.13.1 Extension of Term Loans. Each Borrower may at any time and from time to time, in its sole discretion, request that all or a portion of the Term Loans (or series or tranche thereof) (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of the principal amount of such Term Loans (such extended commitments, the “Extended Term Loan Commitments” and any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 4.13. In order to establish any Extended Term Loans, each Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, and without triggering the application of any “default stoppers,” financial tests, “most favored nation” provisions relating to pricing or (unless requested by such Borrower) minimum extension condition provisions) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be extended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension

Amendment; (ii) the all-in yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the all-in yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; and (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such other Term Loans; provided, however, that (A) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, (B) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan

Extension Request, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series (as defined below) at the time of establishment thereof shall be no shorter than the Weighted Average Life to Maturity of any Existing Term Loan Tranche and

(D) in no event shall the final maturity date of the Extended Term Loans of a given Term Loan Extension Series be earlier than the Term Loan Maturity Date. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this Section 4.13 shall be in an aggregate principal amount that is not less than $1,000,000.

Section 4.13.2 Extension of DSR LC Commitments and DSR LC Loans. Each Borrower may at any time and from time to time request that all or a portion of the DSR LC Commitments of a given class (each, an “Existing DSR LC Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such DSR LC Commitments (any such DSR LC Commitments which have been so extended, “Extended DSR LC Commitments”) (including, for avoidance of doubt, with respect to Extended DSR LC Loans) and to provide for other terms consistent with this Section 4.13. In order to establish any Extended DSR LC Commitments, each Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing DSR LC Tranche) (each, a “DSR LC Extension Request”) setting forth the proposed terms of the Extended DSR LC Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing DSR LC Tranche (including, in each case, as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing DSR LC Tranche and

(y) be identical to the DSR LC Commitments under the Existing DSR LC Tranche from which such Extended DSR LC Commitments are to be extended, as applicable, except that: (i) the Maturity Date of the Extended DSR LC Commitments shall be delayed to a later date than the Maturity Date of the DSR LC Commitments of such Existing DSR LC Tranche, to the extent provided in the applicable Extension Amendment; (ii) the all-in yield with respect to extensions of

credit under the Extended DSR LC Commitments (whether in the form of interest rate margin, upfront fees, commitment fees, OID or otherwise) may be different than the all-in yield for extensions of credit under the DSR LC Commitments of such Existing DSR LC Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended DSR LC Commitments); and (iv) all borrowings under the DSR LC Commitments (i.e., the Existing DSR LC Tranche and the Extended DSR LC Commitments of the applicable DSR Letter of Credit Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended DSR LC Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending DSR LC Commitments); provided, further, that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended DSR LC Commitments amended pursuant to any DSR LC Extension Request shall be designated a series (each, a “DSR Letter of Credit Extension Series”) of Extended DSR LC Commitments for all purposes of this Agreement; provided that any Extended DSR LC

Commitments amended from an Existing DSR LC Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established DSR Letter of Credit Extension Series with respect to such Existing DSR LC Tranche.

Section 4.13.3 Extension Request. Each Borrower shall provide the applicable Extension Request at least fifteen (15) days prior to the date on which Lenders under the Existing Term Loan Tranche or Existing DSR LC Tranche, as applicable, are requested to respond, in each case acting reasonably to accomplish the purposes of this Section 4.13. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its DSR LC Commitments of any Existing DSR LC Tranche amended into Extended DSR LC Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under such Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any DSR LC Loan Lender under an Existing DSR LC Tranche (each, an “Extending DSR LC Loan Lender”) wishing to have all or a portion of its DSR LC Commitments under such Existing DSR LC Tranche subject to such Extension Request amended into Extended DSR LC Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under such Existing Term Loan Tranche or DSR LC Commitments under such Existing DSR LC Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended DSR LC Commitments, as applicable (subject to any minimum denomination requirements imposed

CREDIT AGREEMENT

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