SolarCity

Required Group Agent Action No. 28 (March 1st, 2017)

This REQUIRED GROUP AGENT ACTION NO. 28 (this "Action"), dated as of December 9, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lender

Required Group Agent Action No. 27 (March 1st, 2017)

This REQUIRED GROUP AGENT ACTION NO. 27 (this "Action"), dated as of November 1, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lender

Fourteenth Amendment to the Amended and Restated Credit Agreement (March 1st, 2017)

THIS FOURTEENTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of December 28, 2016 (the "Amendment Effective Date"), is by and among SOLARCITY CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Required Group Agent Action No. 30 (March 1st, 2017)

This REQUIRED GROUP AGENT ACTION NO. 30 (this "Action"), dated as of December 28, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lende

Required Group Agent Action No. 29 (March 1st, 2017)

This REQUIRED GROUP AGENT ACTION NO. 29 (this "Action"), dated as of December 16, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent") and as the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and th

Contract (March 1st, 2017)

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with "[***]" to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

First Supplemental Indenture (November 21st, 2016)

THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2016 among SolarCity Corporation, a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the Trustee).

Restated Certificate of Incorporation of Solarcity Corporation (November 21st, 2016)

The address of the Corporations registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the city of Wilmington, County of New Castle, State of Delaware, 19801. The name of the Corporations registered agent at such address is The Corporation Trust Company.

RESTATED BY-LAWS OF SOLARCITY CORPORATION a Delaware Corporation (November 21st, 2016)

First Supplemental Indenture (November 21st, 2016)

THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2016 among SolarCity Corporation, a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the Trustee).

First Supplemental Indenture (November 21st, 2016)

THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2016 among SolarCity Corporation, a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the Trustee).

Required Group Agent Action No. 23 (November 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 23 (this "Action"), dated as of September 15, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent") and as the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and t

Required Group Agent Action No. 21 (November 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 21 (this "Action"), dated as of July 29, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders a

Administrative Agent Action No. 25 (November 9th, 2016)

This ADMINISTRATIVE AGENT ACTION NO. 25 (this "Action"), dated as of September 30, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), [***], a Delaware limited liability company ("[***]"), and Bank of America, N.A., as the Administrative Agent (the "Administrative Agent") and the Collateral Agent (the "Collateral Agent" and together with the Administrative Agent, the "Agents") under the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, the Agents, each of the Lenders and the other parties from time to time parties thereto. As used in this Action, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

Via Overnight Courier (November 9th, 2016)

Required Group Agent Action No. 24 (November 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 24 (this "Action"), dated as of September 20, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lend

Required Group Agent Action No. 22 (November 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 22 (this "Action"), dated as of September 8, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent") and as the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and th

Required Group Agent Action No. 26 (November 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 26 (this "Action"), dated as of October 5, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent"), National Bank of Arizona ("NBAZ Agent"), Silicon Valley Bank ("SVB Agent") and CIT Bank, N.A. ("CIT Agent" and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders

ONE HUNDRED-AND-EIGHTY-SECOND SUPPLEMENTAL INDENTURE Dated as of August 17, 2016 to INDENTURE Dated as of October 15, 2014 6.50% Solar Bonds, Series 2016/13-18m (August 18th, 2016)

ONE HUNDRED-AND-EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of August 17, 2016 (the "Supplemental Indenture"), between SolarCity Corporation, a Delaware corporation (hereinafter called the "Company"), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the "Trustee"), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the "Original Indenture").

Administrative Agent Action No. 18 (August 9th, 2016)

This ADMINISTRATIVE AGENT ACTION NO. 18 (this "Action"), dated as of May 27, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), [***], in its capacity as a Committed Lender ("[***] Committed Lender"), and Bank of America, N.A., as the Administrative Agent ("Administrative Agent") under the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

Omnibus Amendment (August 9th, 2016)

THIS OMNIBUS AMENDMENT, dated June 25, 2015 (this "Amendment") is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the "Transaction Documents"), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (the "Note Purchase Agreement"), by and among FTE Solar I LLC, as issuer (the "Issuer"), SolarCity Finance Company, LLC, as originator (in such capacity, the "Originator") and as servicer (in such capacity, the "Servicer"), SolarCity Corporation, as parent ("SolarCity") and as manager (in such capacity, the "Manager"), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as administrative agent (in such capacity, the "Administrative Agent"); (2) the Indenture, dated as of January 9, 2015 (the "Indenture"), by and among the Issuer and U.S. Bank National Ass

Amendment No. 2 to the Credit Agreement (August 9th, 2016)

THIS AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this "Amendment"), dated as of July __, 2016 (the "Effective Date"), is entered into by and among Domino Solar Ltd, as Borrower (the "Borrower") and Credit Suisse AG, New York Branch, as Agent (in such capacity, the "Agent") and as a Funding Agent (in such capacity, the "CS Funding Agent") and relates to the Credit Agreement, dated as of March 31, 2016 (as amended by Amendment No. 1 dated July 15, 2016, by and among the parties thereto, the "Credit Agreement"), by and among the Borrower, SolarCity Corporation, as Performance Guarantor and as Manager, Dom Solar Lessor I, LP, as Original Lessor, the Agent, the Lenders from time to time party thereto, each Funding Agent from time to time party thereto and U.S. Bank National Association, as Paying Agent and as Custodian.

Required Group Agent Action No. 19 (August 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 19 (this "Action"), dated as of June 1, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent") and the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent") and National Bank of Arizona ("NBAZ Agent", and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capita

Required Group Agent Action No. 16 (August 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 16 (this "Action"), dated as of May 2, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (the "Borrower"), Bank of America, N.A., as the Collateral Agent (the "Collateral Agent") and as the Administrative Agent (the "Administrative Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent") and National Bank of Arizona ("NBAZ Agent", and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitalized terms which are not

Twelfth Amendment to the Amended and Restated Credit Agreement (August 9th, 2016)

THIS TWELFTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of July 24, 2016 (the "Amendment Effective Date"), is by and among SOLARCITY CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Amendment No. 1 to the Credit Agreement (August 9th, 2016)

THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment"), dated as of July 15, 2016 (the "Effective Date"), is entered into by and among Domino Solar Ltd, as Borrower (the "Borrower") and Credit Suisse AG, New York Branch, as Agent (in such capacity, the "Agent") and as a Funding Agent (in such capacity, the "CS Funding Agent") and relates to the Credit Agreement, dated as of March 31, 2016 (the "Credit Agreement"), by and among the Borrower, SolarCity Corporation, as Performance Guarantor and as Manager, Dom Solar Lessor I, LP, as Original Lessor, the Agent, the Lenders from time to time party thereto, each Funding Agent from time to time party thereto and U.S. Bank National Association, as Paying Agent and as Custodian.

Administrative Agent Action No. 20 (August 9th, 2016)

This ADMINISTRATIVE AGENT ACTION NO. 20 (this "Action"), dated as of June 27, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), and Bank of America, N.A., as the Administrative Agent ("Administrative Agent") under the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent") and National Bank of Arizona ("NBAZ Agent", and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the "Existing Group Agents"), as Group Agents, the Lenders and the other parties from time to time parties thereto, on the Effective Date immediately prior to the effectiveness of this Action, and [***], in its capacity as a

OMNIBUS AMENDMENT No. 3 (August 9th, 2016)

THIS OMNIBUS AMENDMENT No. 3, dated December 16, 2015 (this "Amendment") is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the "Transaction Documents"), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (as amended by Omnibus Amendment, dated June 25, 2015 ("Amendment No. 1"), by and among the parties thereto and by Omnibus Amendment No. 2, dated September 30, 2015 ("Amendment No. 2", and together with Amendment No. 1, the "Amendments") by and among the parties thereto, the "Note Purchase Agreement"), by and among FTE Solar I LLC, as issuer (the "Issuer"), SolarCity Finance Company, LLC, as originator (in such capacity, the "Originator") and as servicer (in such capacity, the "Servicer"), SolarCity Corporation, as parent ("SolarCity") and as manager (in such capacity, the "Manager"), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the T

Required Group Agent Action No. 17 (August 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 17 (this "Action"), dated as of May 16, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent") and National Bank of Arizona ("NBAZ Agent", and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitaliz

AMENDMENT No. 2 to CREDIT AGREEMENT (August 9th, 2016)

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 22, 2016, by and among MAKO SOLAR, LLC, a Delaware limited liability company (the "Borrower"), MAKO SOLAR HOLDINGS, LLC, a Delaware limited liability company (the "Member"), [***], a Delaware limited liability company ("Fund I Manager"), [***], a Delaware limited liability company ("Fund II Manager"), [***], a Delaware limited liability company ("Fund III Manager"), SOLARCITY CORPORATION, a Delaware corporation solely in its capacity as a limited guarantor (the "Limited Guarantor"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent"), as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the "Collateral Agent" and together with the Admini

Solarcity Corporation Amended and Restated 2012 Equity Incentive Plan (August 9th, 2016)

Required Group Agent Action No. 15 (August 9th, 2016)

This REQUIRED GROUP AGENT ACTION NO. 15 (this "Action"), dated as of April 25, 2016 (the "Effective Date"), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company ("Borrower"), Bank of America, N.A., as the Administrative Agent ("Administrative Agent"), the Collateral Agent for the Secured Parties ("Collateral Agent") and each of Bank of America, N.A. ("BA Agent"), Credit Suisse AG, New York Branch ("CS Agent"), Deutsche Bank AG, New York Branch ("DB Agent"), ING Capital LLC ("ING Agent"), KeyBank National Association ("KB Agent") and National Bank of Arizona ("NBAZ Agent", and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the "Group Agents"), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the "Loan Agreement"), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capital

Thirteenth Amendment to the Amended and Restated Credit Agreement (August 9th, 2016)

THIS THIRTEENTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of July 25, 2016 (the "Amendment Effective Date"), is by and among SOLARCITY CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

OMNIBUS AMENDMENT No. 4 (August 9th, 2016)

THIS OMNIBUS AMENDMENT No. 4, dated July 29, 2016 (this "Amendment") is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the "Transaction Documents"), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (as amended by Omnibus Amendment, dated June 25, 2015 ("Amendment No. 1"), by and among the parties thereto, Omnibus Amendment No. 2, dated September 30, 2015 ("Amendment No. 2"), by and among the parties thereto, and Omnibus Amendment No. 3 dated December 16, 2015 ("Amendment No. 3", and together with Amendment No. 1 and Amendment No. 2, the "Amendments") by and among the parties thereto, the "Note Purchase Agreement"), by and among FTE Solar I LLC, as issuer (the "Issuer"), SolarCity Finance Company, LLC, as originator (in such capacity, the "Originator") and as servicer (in such capacity, the "Servicer"), SolarCity Corporation, as parent ("SolarCity") and as manager (in such capa

OMNIBUS AMENDMENT No. 2 (August 9th, 2016)

THIS OMNIBUS AMENDMENT No. 2, dated September 30, 2015 (this "Amendment") is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the "Transaction Documents"), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (the "Note Purchase Agreement"), by and among FTE Solar I LLC, as issuer (the "Issuer"), SolarCity Finance Company, LLC, as originator (in such capacity, the "Originator") and as servicer (in such capacity, the "Servicer"), SolarCity Corporation, as parent ("SolarCity") and as manager (in such capacity, the "Manager"), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as administrative agent (in such capacity, the "Administrative Agent"); (2) the Indenture, dated as of January 9, 2015 (the "Indenture"), by and among the Issuer and U.S. Bank N