CONSENT AND OMNIBUS AMENDMENT

Exhibit 10.21

This CONSENT AND OMNIBUS AMENDMENT (the “Amendment”), dated as of June 13, 2025, is executed by ▇▇▇▇▇▇▇, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together with its successors, designees and assigns in such capacity, “Administrative Agent”), Natixis, New York Branch, in its capacity as the collateral agent for the Secured Parties (together with its successors, designees and assigns in such capacity, “Collateral Agent”), U.S. Bank National Association, a national banking association, as the securities intermediary (in such capacity, the “Depositary”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liability company (the “Opco Borrower”, and together with the Devco Borrower, the “Borrowers”), American Beech Solar LLC, a North Carolina limited liability company (the “American Beech Project Company”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Bluebird Solar Investments”), Prairie Solar Holdings LLC, a Delaware limited liability company (“Prairie Solar Holdings”), Prairie Solar 1, LLC, a Delaware limited liability company (the “Prairie Project Company”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Class B Member (Bluebird)”), MN8 FMG LLC, a Delaware limited liability company (the “HoldCo (Bluebird)” and collectively with the Borrowers, American Beech Project Company, Bluebird Project Company, Bluebird Solar Investments, Prairie Solar Holdings, Prairie Project Company and Class B Member (Bluebird), the “Borrower Entities”), and the Lenders party hereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

A.WHEREAS, the Borrowers have entered into that certain Credit Agreement, dated as of December 31, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of May 6, 2025 and that certain Second Amendment to Credit Agreement, dated June 12, 2025 (the “Existing Credit Agreement”), with the financial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of credit, Administrative Agent, Collateral Agent, and the other agents and persons from time to time party thereto.

B.WHEREAS, the Borrower Entities have entered into that certain Guaranty, Pledge and Security Agreement (the “Existing Security Agreement”), dated as of December 31, 2024, with the Collateral Agent and the other persons from time to time party thereto.

C.WHEREAS, certain Borrower Entities have entered into that certain Depositary Agreement (the “Existing Depositary Agreement”), dated as of January 22, 2025, with the Collateral Agent, the Administrative Agent and the Depositary.

D.WHEREAS, the applicable Project Group Members wish to enter into (or cause their Affiliates to enter into) (i) that certain Development and Purchase Agreement by and between HoldCo (Bluebird) and Devco Borrower, substantially in the form attached hereto as Exhibit A (the “Development and Purchase Agreement”), (ii) that certain Amended and Restated Limited Liability Company Agreement of HoldCo (Bluebird) by and between Class B Member (Bluebird)

and Affiliated FM Insurance Company, a Rhode Island insurance company (the “Tax Equity Investor”), substantially in the form attached hereto as Exhibit B (the “LLCA”), (iii) that certain Guaranty by the Sponsor in favor of the Tax Equity Investor and HoldCo (Bluebird), substantially in the form attached hereto as Exhibit C (the “Sponsor Guaranty”), and (iv) that certain Interparty Agreement (Tax Equity Investor) by and among the Tax Equity Investor, the Administrative Agent, the Collateral Agent, the Opco Borrower, the Bluebird Project Company, the Class B Member (Bluebird) and the HoldCo (Bluebird), substantially in the form attached hereto as Exhibit D (the “Interparty Agreement” and together with the Development and Purchase Agreement, the LLCA and the Sponsor Guaranty, the “Bluebird Tax Equity Documents”).

E.WHEREAS, MN8 Energy LLC (the “Sponsor”) has entered into that certain Equity Contribution Agreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

F.WHEREAS, in connection with the execution of the Bluebird Tax Equity Documents, the Borrowers wish to amend certain provisions of the Credit Agreement.

G.WHEREAS, pursuant to Section 7.24 and Section 8.18 of the Credit Agreement the consent of all Lenders is required for the applicable Project Group Members to enter into the Tax Equity Documents.

H.WHEREAS, subject to certain exceptions, Section 12.20 of the Credit Agreement permits any provision of the Credit Agreement to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.

I.WHEREAS, Section 7.02 of the Security Agreement permits any provision of the Security Agreement to be amended if such amendment is in writing and signed by the Borrower Entities and the Collateral Agent.

J.WHEREAS, Section 8.4 of the Depositary Agreement permits any provision of the Depositary Agreement to be amended if such amendment is in writing and signed by the Borrowers, the Depositary, the Administrative Agent and the Collateral Agent (acting at the direction of the Administrative Agent).

K.WHEREAS, the Borrowers request that (i) the Lenders consent to the execution and delivery by the parties thereto of the Tax Equity Documents on the Amendment Effective Date and (ii) the Lenders, the Issuing Banks, the Administrative Agent and the Collateral Agent agree to amend the Credit Agreement and the Security Agreement as set forth below.

L.WHEREAS, the undersigned Lenders constituting all Lenders have agreed to such consents and amendments to the Credit Agreement and the Security Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

CONSENT AND AMENDMENT

1.Consent and Agreement.

(a)Effective as of the Amendment Effective Date, the undersigned Lenders (constituting all Lenders) consent to the applicable Project Group Members (and their Affiliates) entering into the Bluebird Tax Equity Documents, and (ii) approve the updated Base Case Model.

(b)Effective as of the Amendment Effective Date, the Borrowers and the undersigned Lenders (constituting all Lenders) agree that (i) upon the execution of the Tax Equity Documents, (x) the Tax Equity Effective Date under the Credit Agreement has occurred with respect to the Bluebird Project, (y) without limitation of the definition of Tax Equity Documents, the Bluebird Tax Equity Documents shall constitute Tax Equity Documents with respect to the Bluebird Project and (z) the Maximum Amount (Bluebird) (as defined in the Equity Contribution Agreement) has been reduced to $0 and (ii) the Updated Base Case Model shall constitute the Base Case Model.

2.Amendment. Effective as of the Amendment Effective Date, the Borrower Entities, the Administrative Agent, the Collateral Agent, the Issuing Banks, the Depositary (solely with respect to Section 2(e) below) and the undersigned Lenders constituting all Lenders hereby agree as follows:

(a)The Existing Credit Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit E hereto (the Existing Credit Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”).

(b)Exhibit F-2A (Form of Borrowing Date Certificate) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit F hereto.

(c)Schedule 6.1(d) (Consents to Collateral Assignment) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit G hereto.

(d)The Existing Security Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Security Agreement attached as Exhibit H hereto (the Existing Security Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”).

(e)The Existing Depositary Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Depositary Agreement attached as Exhibit I hereto (the Existing Depositary Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Depositary Agreement”).

3.Representations and Warranties. The Borrowers and Grantors hereby represent and warrant that:

(a)No Default or Event of Default has occurred and is continuing as of the date hereof or would result from the execution, delivery of performance of the Amendment.

(b)Each representation and warranty set forth in Article 5 of the Credit Agreement and in Article III of the Security Agreement is true and correct in all material respects as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(c)Each Borrower Entity is duly organized and validly existing, has all requisite corporate, limited liability company or partnership (as applicable) power and authority to execute, deliver and perform this Amendment, the Credit Agreement and the Security Agreement. Each Borrower Entity is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)Each of this Amendment, the Credit Agreement and the Security Agreement (a) has been duly authorized, executed and delivered by each Borrower Entity; and (b) when executed and delivered by each Borrower Entity and each of the other parties thereto will be the legal, valid and binding obligation of such Borrower Entity, enforceable against such Borrower Entity in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)The execution, delivery and performance by each Borrower Entity of each of this Amendment, the Credit Agreement and the Security Agreement do not and, to the Knowledge of such Borrower Entity, will not (a) violate any Applicable Law or Governmental Approval in any material respect, (b) violate any provision of the Organizational Documents of such Borrower Entity, (c) violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Borrower Entity or such Borrower Entity’s assets, or give rise to a right thereunder to require any material payment to be made by such Borrower Entity or (d) except for the Liens created pursuant to the

Credit Documents, result in the creation or imposition of any Lien on any asset of such Borrower Entity.

4.Effectiveness. This Amendment shall be effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent and all the Lenders:

(a)Receipt by the Administrative Agent of an executed counterpart of this Amendment from each of the Borrowers, all Lenders, the Administrative Agent and the Collateral Agent (which may include a copy transmitted by facsimile or PDF or other electronic method).

(b)Delivery to the Administrative Agent of copies of certified true, complete and correct executed copies of the Tax Equity Documents substantially in the applicable forms attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit D, all of which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.

(c)Each of the Effective Date (under and as defined in the Development and Purchase Agreement) and the Effective Date (under and as defined in the LLCA) shall have occurred, as certified by the Borrowers.

(d)Delivery to the Administrative Agent of an officer’s certificate from each Borrower, the Bluebird Project Company, the Class B Member (Bluebird) and the HoldCo (Bluebird), dated as of the Amendment Effective Date, certifying as to (A) each entity’s certificate of good standing in its state of incorporation or formation, dated as of a recent date, (B) each entity’s certificate of formation and operating agreement as then in effect and (C) a certificate of another responsible officer as to the incumbency and specimen signature of the natural persons authorized to execute and deliver each Tax Equity Document to which such entity is a party and, with respect to the Borrowers, this Amendment.

(e)Delivery to the Administrative Agent of a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of each Borrower, the Bluebird Project Company, the Class B Member (Bluebird) and the HoldCo (Bluebird) as of the Amendment Effective Date.

(f)Delivery to the Administrative Agent of opinions, in form and substance reasonably satisfactory to the Administrative Agent and all Lenders and dated as of the Amendment Effective Date, of: (i) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Tax Equity Investor, addressing customary enforceability matters with respect to the Interparty Agreement and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, a Delaware counsel to the Loan Parties, addressing customary enforceability matters with respect to the LLCA.

(g)Delivery to the Administrative Agent of the Appraisal (as defined in the Development and Purchase Agreement) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(h)Delivery to the Administrative Agent of the Title Policy and the Preliminary Survey (each as defined in the Development and Purchase Agreement) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(i)Delivery to the Administrative Agent of an updated Base Case Model (the “Updated Base Case Model”), in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(j)Delivery to the Collateral Agent of the original physical membership interest certificates representing (i) all issued and outstanding “Class B” membership interests in the HoldCo (Bluebird) held by the Class B Member (Bluebird) and (ii) all issued and outstanding membership interests in the Bluebird Project Company held by the HoldCo (Bluebird).

(k)Payment of all fees, costs and other expenses (including all reasonably out-of-pocket costs, fees and expenses (including legal expenses)) and all other amounts then due and payable by the Borrowers pursuant to the Credit Agreement.

(l)The representations and warranties set forth in Section 3 are true and correct in all material respects as of the Amendment Effective Date; provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment Effective Date.

(m)No Default or Event of Default has occurred and is continuing as of the date hereof or would result from the execution, deliver and performance of this Amendment.

5.Post-Amendment Effective Date Covenant. The Borrowers and Grantors hereby covenant to, within three (3) days after the Amendment Effective Date, deliver to the Administrative Agent a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of the Tax Equity Investor.

6.Reaffirmation of Security. Each Loan Party party hereto hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Credit Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby and (b) confirms the security interests in the Collateral granted by it pursuant to the applicable Security Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

7.Credit Document. This Amendment constitutes a “Credit Document” for purposes of the Credit Agreement. From and after the Amendment Effective Date, all references to the Credit Agreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amended by this Amendment. From and after the Amendment Effective Date, all references to the Security Agreement in the Credit Documents shall be deemed to refer to the Security Agreement as amended by this Amendment.

8.Governing Law. This Amendment, and the rights and duties of the parties hereto, shall be construed and governed in accordance with the laws of the State of New York.

9.Miscellaneous. Sections 12.27 (Governing Law), Sections 12.28 (Severability of Provisions), 12.35 (Limitation on Liability), 12.31 (Submission to Jurisdiction; Waiver of Jury Trial), 12.33 (Confidentiality) and 1.2 (Interpretation) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

10.Headings. All headings in this Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

11.Binding Nature and Effect. This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

12.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

13.Electronic Execution. This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

14.No Modification; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Operative Documents shall continue unchanged and shall remain in full force and effect. The consent and amendment granted herein shall apply solely to the matters set forth herein and to the extent expressly set forth herein and such consent and amendment shall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such consent and amendment apply to any other matters. Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.

15.Direction to Administrative Agent. Each of the undersigned Lenders hereby directs the Administrative Agent to, on the Amendment Effective Date, execute this Amendment. The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.

16.Direction to the Collateral Agent. Each of the undersigned ▇▇▇▇▇▇▇ and the Administrative Agent hereby directs the Collateral Agent to, on the Amendment Effective Date, execute this Amendment and the Interparty Agreement. The Collateral Agent shall have all of the rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the undersigned, by their officers thereunto duly authorized, have duly executed this Amendment as of the date first written above.


			MN8 DEVCO 3 LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			MN8 BLEEKER LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			AMERICAN BEECH SOLAR LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			BLUEBIRD SOLAR LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			BLUEBIRD SOLAR INVESTMENTS LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT



			PRAIRIE SOLAR HOLDINGS LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			PRAIRIE SOLAR 1 LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			MN8 FMG CLASS B LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory


			MN8 FMG LLC,



			By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇▇▇▇▇▇
			Title: Authorized Signatory

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


NATIXIS, NEW YORK BRANCH, as Administrative Agent



By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Director



By:	/s/ ▇▇▇▇ ▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇
Title:		Director

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


NATIXIS, NEW YORK BRANCH, as Collateral Agent



By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Director



By:	/s/ ▇▇▇▇ ▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇
Title:		Director

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


U.S. BANK NATIONAL ASSOCIATION, as the Depositary



By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇
Title:		VP

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


NATIXIS, NEW YORK BRANCH, as a Lender



By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇
Title:		Executive Director



By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Vice President

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


HSBC BANK USA N.A., as a Lender



By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇: 23341
Title:		Director, HSBC Infrastructure Finance

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


▇▇▇▇▇▇▇ GENERALE, as a Lender



By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		Vice-President

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT


			ZIONS BANCORPORATION, as a Lender



			By:			/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇▇▇▇▇▇▇
			Title: Authorized Signatory

SIGNATURE PAGE TO MN8 TO CREDIT AGREEMENT

EXHIBIT A

Development and Purchase Agreement

DEVELOPMENT AND PURCHASE AGREEMENT

by and between

MN8 FMG LLC,

a Delaware limited liability company

and

MN8 DEVCO 3 LLC,

a Delaware limited liability company

Dated as of June 13, 2025

DPA

MN8 FMG LLC

TABLE OF CONTENTS


		Page

ARTICLE 1
	DEFINED TERMS		1

	1.1	Defined Terms.	1
	1.2	Construction.	14
	1.3	Conditions for Effectiveness	15

ARTICLE 2
	PURCHASE OF PROJECT		19

	2.1	Purchase of the Project Company.	19
	2.2	Completion of Project.	20
	2.3	Determination and Payment of Project Purchase Price	21
	2.4	Conditions Precedent to the Obligations of Purchaser – Purchase Date	22
	2.5	Conditions Precedent to the Obligations of Purchaser – Final Funding Payment Date	28
	2.6	Conditions Precedent to the Obligations of Seller	34

ARTICLE 3
	REPRESENTATIONS, WARRANTIES AND COVENANTS		34

	3.1	Representations, Warranties and Covenants of Seller	34
	3.2	Representations and Warranties of Purchaser	44
	3.3	No Other Seller Representations.	45
	3.4	Installation; Defects Warranty.	45
	3.5	Insurance	46
	3.6	Reporting.	46

ARTICLE 4
	TERMINATION		46

	4.1	Termination.	46
	4.2	Procedure and Effect of Termination.	47
	4.3	Indemnification by Seller	47
	4.4	Indemnification by Purchaser	50
	4.5	No Consequential Damages	50
	4.6	Indemnification Procedures.	50

DPA

MN8 FMG LLC


ARTICLE 5
	SUBMISSION TO JURISDICTION		51

ARTICLE 6
	GENERAL PROVISIONS		51

	6.1	Exhibits and Schedules.	51
	6.2	Amendment, Modification and Waiver	52
	6.3	Severability.	52
	6.4	Expenses.	52
	6.5	Parties in Interest	52
	6.6	Notices.	52
	6.7	Counterparts	54
	6.8	Entire Agreement	54
	6.9	Governing Law	54
	6.10	Public Announcements.	54
	6.11	Assignment.	55
	6.12	Relationship of Parties.	55
	6.13	Successors and Assigns.	55
	6.14	Access	55
	6.15	Joint Effort	55


Schedules:

Schedule 1			Project
Schedule 2			Form of Payment Request
Schedule 3			Form of Closing Notice and Certificate
Schedule 3.1(j)			Permits
Schedule 4			Form of Completion Certificate
Schedule 5			Form of Assignment, Assumption and Transfer Agreement
Schedule 6			Project Documents
Schedule 7			[Reserved]
Schedule 8			Insurance Requirements
Schedule 9			Seller’s Knowledge Individuals
Schedule 10			[Reserved]
Schedule 11			Affiliate Transactions
Schedule 12			Offtake Agreement Defaults
Schedule 13			Form of Final Funding Payment Date Certificate
Schedule 14			Project Company Credit Support

iii


Exhibits:

Exhibit A			Form of Landowner Estoppel
Exhibit B			Form of PPA Estoppel
Exhibit C			Form of EPC Estoppel
Exhibit D			Form of O&M Estoppel
Exhibit E			Form of Asset Manager Estoppel
Exhibit F			Form of Module Supplier Estoppel
Exhibit G			Form of Substation EPC Estoppel
Exhibit H			[Reserved]
Exhibit I			Form of Energy Management Agreement Estoppel
Exhibit J			Form of Independent Engineer Certificate – Purchase Date
Exhibit K			Form of Independent Engineer Certificate – Final Funding Payment Date
Exhibit L			Form of Start of Construction Certificate
Exhibit M			Form of Title Policy Pro Forma
Exhibit N-1			Forms of IRB Assignments
Exhibit N-2			Form of IRB Bill of Sale
Exhibit N-3			Form of IRB Deed
Exhibit N-4			Form of IRB Lease
Exhibit N-5			Form of IRB PILOT Agreement
Exhibit N-6			Form of IRB Purchase Agreement

DEVELOPMENT AND PURCHASE AGREEMENT

This DEVELOPMENT AND PURCHASE AGREEMENT is made and entered into as of June 13, 2025, by and between MN8 DevCo 3 LLC, a Delaware limited liability company (the “Seller”), and MN8 FMG LLC, a Delaware limited liability company (the “Purchaser”). The use of “Party” herein means either Seller or Purchaser, and “Parties” means both Seller and Purchaser.

RECITALS

1.Seller is in the business of developing solar energy generating projects.

2.Seller and its Affiliates are experienced in all aspects of developing solar energy generating projects, including the procurement of equipment and services for the design, engineering, installation, commissioning, construction and testing of utility-scale solar power plants.

3.Seller owns one hundred percent (100%) of the Project Company, and the Project Company owns one such solar power plant.

4.Purchaser desires that Seller sell the Project Company to Purchaser, and Seller desires to sell the Project Company to Purchaser.

5.In order to facilitate such purchase, the Parties wish to enter into this Agreement. NOW, THEREFORE, in consideration of the respective representations, warranties,

covenants, agreements and conditions hereinafter set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINED TERMS

1.1Defined Terms.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in this Section 1.1 of the LLC Agreement. As used herein, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, a Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; provided, however, that Purchaser shall not be considered to be an Affiliate of Seller for purposes of this Agreement.

“Agreement” means this Development and Purchase Agreement, together with all schedules and exhibits hereto, as amended, amended and restated, supplemented or otherwise modified from time to time.

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“Anti-Money Laundering Laws” means (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 and the Bank Secrecy Act; (b) Canadian laws related to money laundering, terrorism financing, or any financial record-keeping, and reporting requirements related thereto; and (c) any other Applicable Laws in any jurisdiction in which the Sponsor Party, the Project Company or their Affiliates are located or doing business that related to money laundering, terrorism financing, or any financial record-keeping, and reporting requirements related thereto.

“Applicable Laws” means all applicable laws of any Governmental Authority, including, without limitation, laws relating to consumer leasing and protection and any ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Governmental Authority and constitutions, treaties, codes, rules and regulations of any Governmental Authority.

“Applicable Model” means, prior to the Purchase Date, the Base Case Model, and thereafter the Base Case Model as updated pursuant to Section 2.4(p)(ii), Section 2.4(x), or Section 2.5(l)(ii) of this Agreement or Section 4.1(b) or Section 6.1(b)(iii) of the LLC Agreement, or the True-Up Base Case Model delivered pursuant to Section 2.2(e) of this Agreement, as applicable.

“Appraisal” means an appraisal from Appraiser, in form and substance reasonably satisfactory to Investor and Class B Members, for the Project showing the fair market value of the System, the System’s economic useful life and other customary conclusions, including a cost segregation analysis with respect to such System.

“Appraiser” means ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Incorporated (to the extent engaged by Investor) or another nationally recognized third-party appraiser that (i) is qualified to appraise independent electric generating businesses, and (ii) reasonably acceptable to and engaged by Investor.

“As-Built ALTA Survey” means a survey for the Project site, substantially in the same form as the Preliminary Survey, however, showing all final as-built locations of the improvements comprising the Project, and in form and substance reasonably satisfactory to Purchaser, Investor and the Title Company.

“Asset Management Agreement” means that certain Asset Management Agreement by and among Asset Manager, Purchaser and the Project Company to be entered into after the date hereof but prior to Final Funding Payment Date.

“Asset Manager” means GSRP Services LLC, Delaware limited liability company, or any successor thereto.

“Assets” means, with respect to any Person, all right, title and interest of such Person in land, properties, buildings, improvements, fixtures, foundations, assets and rights of any kind, whether tangible or intangible, real, personal or mixed, including contracts, equipment, systems, books and records, proprietary rights, intellectual property, Permits, rights under or pursuant to all warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

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“Assignment, Assumption and Transfer Agreement” is defined in Section 2.3(b)(2).

“Base Case Model” is defined in the LLC Agreement.

“Benefit Plan” means any employee benefit plan, as that term is defined in Section 3(3) of ERISA, or other material pension, bonus, profit sharing, stock option or other agreement or arrangement providing for employee remuneration or benefits, including a multi-employer plan, as that term is defined in Section 4001(a)(3) of ERISA.

“Books and Records” means minute books (or similar records), membership interest certificates, membership interest transfer ledgers and Charter Documents, in each case of or with respect to the Project Company.

“Business Day” means any day other than Saturday, Sunday and any other day on which banks in the State of New York are authorized to be closed.

“Capital Contribution” is defined in the LLC Agreement.

“Change in Tax Law” means (a) any amendment or change to the Code, (b) any amendment or change to the Treasury Regulations (including the issuance or promulgation of temporary regulations) that applies a new or different interpretation or analysis of any provision of the Code, any other applicable federal Tax statute, or any temporary or final Treasury Regulations promulgated thereunder, (c) any binding ruling or guidance of general applicability from the IRS or the U.S. Department of Treasury that applies, advances or articulates a new or different interpretation or analysis of any provision of the Code or any other applicable federal tax statute, and (d) any decision of a federal court that has not been reversed by a higher federal court in regard to U.S. federal income tax law, in each case of (a) through (d), that would reasonably be expected to materially adversely affect the federal income tax consequences shown or assumed in the Base Case Model (but without regard to any effect on the Class A Member’s capacity to use tax benefits or realize actual tax savings therefrom, including as a result of a member-level limitation or imposition of any base erosion and anti-abuse tax or minimum tax).

“Change Order” is defined in Section 2.2(c).

“Charter Documents” means, with respect to any Person, all formation and organizational documents and all limited liability company agreements, member agreements, charter, articles or constitutive documents or similar contracts relating to the ownership or governance of such Person.

“Circuit” has the meaning set forth in the EPC Contract.

“Class A Member” is defined in the LLC Agreement.

“Class A Membership Interest” is defined in the LLC Agreement.

“Class B Member” is defined in the LLC Agreement.

“Closing Documents” is defined in Section 2.3(b).

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“Closing Expenses” is defined in the LLC Agreement.

“Closing Notice and Certificate” is defined in Section 2.3(b)(1).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute.

“Collateral Agent” is defined in the Credit Agreement.

“Commercial Operation Date” is defined in the Offtake Agreement.

“Commissioning Plan” means that certain Commissioning Plan, KY100 Bluebird, Version 0.1, dated January 26, 2025, by EPC Contractor and noted as presented by ▇▇▇▇ ▇▇▇▇▇▇.

“Completion Certificate” means a certificate signed by an authorized officer of the Seller in substantially the form of Schedule 4.

“Completion Deadline” means December 1, 2025.

“Control” means, with respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of such Person’s management or policies, whether through the ownership of voting securities, by contract or otherwise.

“Credit Agreement” is defined in the LLC Agreement.

“Easements” means, collectively, all agreements creating an easement or similar servitude on real property granting the Project Company rights necessary to build and operate the Project.

“Effective Date” means the date on which this Agreement is executed and delivered by each of the Parties hereto and the conditions set forth in Section 1.3 shall have been satisfied.

“Energy Community Adder” means the increase in credit rate related to energy communities described in Section 48(a)(14) of the Code.

“Energy Management Agreement” means that certain Energy Management Agreement, dated as of December 4, 2023, by and between the Project Company and Energy Manager.

“Energy Manager” means Tenaska Power Services Co.

“Energy Property” is defined in Section 3.1(g)(2).

“Environmental Claim” means any suit, action, litigation, cause of action, complaint, petition, claim, audit, inquiry, written notice of violation or non-compliance, consent order, consent decree or proceeding before any Governmental Authority or arbitral body, or otherwise brought or made by a Governmental Authority or other third party (a) arising pursuant to any Environmental Law, (b) in connection with any actual or alleged violation of, or liability pursuant to, any Environmental Law, (c) in connection with any Hazardous Substance, including the

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presence or Release of, or exposure to, any Hazardous Substance or (d) in connection with any actual or alleged damage, injury, threat or harm to (i) health or safety regulated under any Environmental Law, (ii) natural resources, (iii) endangered, threatened, listed or protected species or habitat or (iv) the environment.

“Environmental Consultant” means Civil & Environmental Consultants, Inc., or such other environmental consultant approved by Investor.

“Environmental Law” means all Applicable Laws pertaining to the protection of the environment, public health and safety, human health or safety (to the extent it relates to the handling of and exposure to Hazardous Substances), or protection of natural resources, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Superfund Amendments and Reauthorization Act of 1986, the Emergency Planning and Community Right to Know Act (42 U.S.C. § 11001 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. § 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Endangered Species Act (16 U.S.C. § 1531 et seq.), the Migratory Bird Treaty Act (16 U.S.C. § 703 et seq.), the Bald and Golden Eagle Protection Act (16 U.S.C. § 668 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. § 2701 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), and the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.) to the extent that it relates to the handling of and exposure to hazardous or toxic materials or similar substances, and any similar or analogous state and local statutes or regulations promulgated thereunder, and decisional law of any Governmental Authority, as each of the foregoing may be amended or supplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Law” relates.

“Environmental Report” means a Phase I Environmental Assessment, prepared in accordance with ASTM standards by the Environmental Consultant.

“EPC Contract” means the Engineering, Procurement and Construction Agreement, dated August 25, 2023, by and between the Project Company and EPC Contractor, as amended by that certain Amendment No. 1 to Engineering, Procurement and Construction Agreement dated as of September 13, 2024 by and between the Project Company and EPC Contractor.

“EPC Contractor” means DEPCOM Power, Inc.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Fair Market Value” means, with respect to any asset, the price at which the asset would change hands between a willing buyer and a willing seller as if the asset was sold in an arms-length transaction, neither being under any compulsion to buy or to sell, both having reasonable knowledge of the relevant facts, as determined by the Appraiser.

“FERC” means the Federal Energy Regulatory Commission or any successor agency.

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“Final Determination” means the earliest to occur of: (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final after all allowable appeals (other than appeals to the United States Supreme Court) by either party to the action have been exhausted or the time for filing such appeals has expired, (b) a closing agreement entered into (i) under Section 7121 of the Code or any other settlement agreement entered into in connection with an administrative or judicial proceeding and (ii) with the written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed), (c) the expiration of the time for instituting suit with respect to the claimed deficiency, or (d) the expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit with respect thereto.

“Final Funding Payment” means an amount equal to the Fair Market Value of the Project as indicated in the final Appraisal delivered pursuant to Section 2.5(w) less an amount equal to the sum of (A) the Funding Date Indebtedness plus (B) the Initial Funding Payment.

“Final Funding Payment Date” means the date on which the Final Funding Payment is due for the System as specified in the Payment Request.

“Final Funding Payment Date Certificate” means the certificate substantially in the form attached hereto as Schedule 13.

“Financing Documents” is defined in the LLC Agreement.

“Financing Parties” is defined in the LLC Agreement.

“Fixed Tax Assumptions” is defined in the LLC Agreement.

“FPA” means the Federal Power Act, as amended, and FERC’s implementing regulations thereunder.

“Funding Date Indebtedness” is defined in Section 2.3(a).

“Funds Flow Memorandum” means the flow of funds memorandum dated as of the Purchase Date or the Final Funding Payment Date, as applicable, setting forth the amounts to be paid on or prior to such date, pursuant to Section 2.1, which memorandum shall be reasonably satisfactory to the Investor and shall include the exact amounts to be paid on or prior to such date, and the Persons (and the account information related thereto) to whom such amounts are to be paid.

“GAAP” is defined in the LLC Agreement.

“Geotechnical Report” means, collectively (a) that certain Geotechnical Testing Report dated May 11, 2023 prepared by NOVA Engineering and Environmental, LLC for EPC Contractor, (b) that certain Report of Geotechnical Exploration dated January 2023 prepared by American Engineers, Inc., (c) that certain Geotechnical Engineering Report dated April 28, 2023, prepared by Terracon for Substation EPC Contractor, and (d) that certain Report of Geotechnical Exploration, dated October 2020, prepared by American Engineers Inc.

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“Good Utility Practice” is defined in the LLC Agreement.

“Government Incentive” means any pollution control allowance, carbon credit, REC or other government subsidy given to owners of solar power plants, not including the Tax Credits and MACRS Deductions.

“Governmental Approval” is defined in the LLC Agreement.

“Governmental Authority” means any foreign, federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board or other governmental subdivision, legislature, rulemaking board, tribunal, arbitrating body or other governmental authority or independent system operator/regional transmission organizational having jurisdiction or effective control over Seller, Purchaser or the System or the Project, including, without limitation, the Kentucky Public Service Commission, PJM Interconnection, L.L.C., and the North American Electric Reliability Corporation and any applicable regional entity.

“Guaranteed Commercial Operation Date” is defined in the Offtake Agreement.

“Hazardous Substances” means any hazardous or toxic material, substance or waste, pollutant or contaminant as defined or regulated under applicable Environmental Laws, including petroleum, petroleum distillates, petroleum products, natural gas, radon, asbestos or asbestos-containing materials, per- or polyfluoroalkyl substances, polychlorinated biphenyls and radioactive materials.

“Indebtedness” is defined in the LLC Agreement.

“Indemnifying Party” is defined in Section 4.6(a).

“Indemnitee” is defined in Section 4.6(a).

“Independent Accounting Firm” is defined in the LLC Agreement.

“Independent Engineer” means Black & ▇▇▇▇▇▇.

“Initial Capital Contribution” is defined in the LLC Agreement.

“Initial Class A Funding Amount” is defined in the LLC Agreement.

“Initial Class B Funding Amount” is defined in the LLC Agreement.

“Initial Funding Conditions Precedent” is defined in Section 2.4.

“Initial Funding Payment” means an amount equal to the sum of the (i) Initial Class A Funding Amount plus (ii) the Initial Class B Funding Amount.

“Insurance Consultant” means ▇▇▇▇▇ ▇▇▇▇▇▇ International Limited.

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“Insurance Report” means that certain Insurance Report on Bluebird Solar, a 137 MWdc Solar PV Project, dated June 13, 2025, prepared by the Insurance Consultant.

“Interconnection Agreement” means, collectively, (a) that certain Interconnection Construction Service Agreement, dated as of January 19, 2021, by and among the Project Company, PJM Interconnection, L.L.C., and East Kentucky Power Cooperative, Inc., and (b) that certain Interconnection Service Agreement, dated as of July 1, 2021, by and among the Project Company, PJM Interconnection, L.L.C., and East Kentucky Power Cooperative, Inc., each as amended by that certain Agreement to Amend among the parties dated as of June 27, 2023.

“Interparty Agreement” means that certain Interparty Agreement, dated as of June 13, 2025, by and among Affiliated FM Insurance Company, a Rhode Island insurance company (together with its successors, designees and permitted assigns), Natixis, New York Branch, in its capacity as administrative agent for the lenders (together with its successors, designees and assigns in such capacity) and Natixis, as collateral agent for the Secured Parties (together with its successors, designees, and assigns in such capacity), MN8 Bleeker LLC, a Delaware limited liability company, Bluebird Solar LLC, a Kentucky limited liability company, MN8 FMG Class B LLC, a Delaware limited liability company, MN8 FMG LLC, a Delaware limited liability company, and MN8 DevCo 3 LLC, a Delaware limited liability company.

“Investor” is defined in the LLC Agreement.

“Investor Contribution Cap” is defined in the LLC Agreement.

“IRB Assignments” means: (i) the Assignment of Operating Contracts, Permits, Licenses, Warranties and Other Agreements; (ii) the Assignment of Lease Agreement; and (iii) the Assignment of Solar Ground Leases to be entered into substantially in the forms attached hereto as Exhibit N-1.

“IRB Bill of Sale” means the Bill of Sale conveying personal property to the IRB Issuer in connection with the closing of the IRB Transaction, substantially in the form attached hereto as Exhibit N-2.

“IRB Deed” means the General Warranty Deed conveying any owned real property to the IRB Issuer in connection with the closing of the IRB Transaction, substantially in the form attached hereto as Exhibit N-3.

“IRB Documents” means the IRB Purchase Agreement, the IRB Assignments, the IRB Bill of Sale, the IRB Deed, the IRB Lease and the IRB PILOT Agreement.

“IRB Issuer” means County of Harrison, Kentucky.

“IRB Lease” means the Lease between the IRB Issuer, as landlord, and the Project Company, as tenant, of the assets transferred to the IRB Issuer in connection with the IRB Transaction, substantially in the form attached hereto as Exhibit N-4.

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“IRB PILOT Agreement” means the Payment in Lieu of Taxes Agreement between the Project Company and the IRB Issuer executed in connection with the IRB Transaction, substantially in the form attached hereto as Exhibit N-5.

“IRB Purchase Agreement” means the Bond Purchase Agreement by and among the IRB Issuer, the IRB SPV, as servicing agent and as purchaser, and the Project Company, to be entered into in connection with the IRB Transaction, substantially in the form attached hereto as Exhibit N-6.

“IRB SPV” means Bluebird Solar Investments LLC, a Kentucky limited liability company.

“IRB Transaction” means the issuance of the industrial revenue bonds not to exceed an aggregate principal amount of $220,000,000 as described in Ordinance 357. Series 2023, first approved by the Fiscal Court of Harrison County, Kentucky at its duly convened meeting on August 22, 2023, and approved at a second reading at its duly convened meeting on September 12, 2023.

“IRS” means the Internal Revenue Service.

“Leases” means, collectively, all agreements creating a leasehold estate in real property granting the Project Company rights necessary to build and operate the Project, including such agreements set forth on Schedule 6 attached hereto.

“Lien” means with respect to any property of any Person, any mortgage, lien, pledge, charge, lease, easement, servitude, security interest, fiduciary or conditional assignment, sale or transfer or encumbrance of any kind in respect of such property of such Person. For purposes of this Agreement and the other Transaction Documents, a Person shall be deemed to own subject to a Lien any property that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property.

“LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Purchaser, made and entered into as of the date hereof.

“Loss” means any claim (including Third Party Claims), demand, suit, loss, liability, damage, obligation, payment, charge, cost, fee, Tax, penalty or expense (including, without limitation, the cost and expense of any action, suit, proceeding, assessment, judgment, settlement or compromise relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith).

“MACRS Deductions” means the accelerated cost recovery deductions assumed in the Base Case Model to be available to the Project Company in respect of the Project.

“Managing Member” is defined in the LLC Agreement.

“Material Adverse Change” is defined in the LLC Agreement.

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“Maximum Liability” is defined in the LLC Agreement.

“Mechanical Completion” means (i) with respect to a Circuit, “Circuit Mechanical Completion” as certified by the EPC Contractor in accordance with the EPC Contract, and “Mechanical Completion” as certified by the Substation EPC Contractor in accordance with the Substation EPC Contract.

“Member” is defined in the LLC Agreement.

“Module Supplier” means Jinko Solar (U.S.) Industries Inc.

“Module Supply Agreement” means, the Project Module Supply Agreement, dated as of May 16, 2023, by and between the Project Company and the Module Supplier, as amended by that certain First Amendment to Project Module Supply Agreement, dated as of January 17, 2024.

“MW” means megawatt.

“O&M Agreement” is defined in the LLC Agreement.

“O&M Service Provider” is defined in the LLC Agreement.

“Offtake Agreement” means the Amended and Restated Virtual Power Purchase Agreement between the Project Company, as seller, and the Offtaker, as buyer, dated October 23, 2023.

“Offtaker” means ▇. ▇▇▇▇ & Company, LLC.

“Ordinary Course of Business” means the ordinary conduct of business consistent with custom and practice for solar energy generating businesses in the United States (including with respect to quantity and frequency).

“Party” or “Parties” is defined in the Preamble.

“Payment Request” means a request for payment under this Agreement in the form attached hereto as Schedule 2.

“Performance Tests” means each and every test required to achieve “Substantial Completion” (as defined in the EPC Contract) and “Substantial Completion” (as defined in the Substation EPC Contract) of the Project.

“Permit” is defined in the LLC Agreement.

“Permitted Liens” means (a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, to the extent adequate reserves have been made consistent with GAAP, (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, employees’, contractors’, operators’, vendors’ or other similar Liens or charges securing the payment of expenses not yet due and payable (to the extent adequate reserves have been made consistent with

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GAAP) that are incurred in the Ordinary Course of Business, (c) minor title imperfections, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances on or with respect to real property that do not secure Indebtedness or materially interfere with the ordinary conduct of the Purchaser’s business, or the development or operation of the Project, (d) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers’ compensation, unemployment or other social security or to secure performance of statutory obligations, surety bonds, performance bonds and other similar obligations, (e) Liens created by or pursuant to the Transaction Documents, Project Documents or Permits, (f) prior to the Final Funding Payment Date, Liens created by or pursuant to the Financing Documents, (g) Liens that are exceptions to the Title Policy Pro Forma which have reasonably been approved by Purchaser (or, following the issuance thereof, the title insurance policy), (h) judgment Liens which do not involve immediate forfeiture of the Project and do not exceed $250,000 and for which adequate reserves have been made consistent with GAAP and which are being contested in good faith by appropriate proceedings, (i) Liens against deposit or securities accounts in favor of the bank or other financial institution at which such accounts are held arising by operation of Applicable Law relating to bankers’ liens or right of set-off or similar rights and (j) any other Liens agreed to in writing by the Seller and the Purchaser.

“Person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization or Governmental Authority.

“PIS Commissioning Activities” means each of the (i) synchronization of any portion of the Project with the power grid, (ii) closing of any circuits between any inverter and any solar modules, and (iii) activities described in Sections 5.2.3.3, 5.2.3.4, 5.2.4 or 5.2.5 of the Commissioning Plan.

“Placed in Service” is defined in the LLC Agreement.

“Placed in Service Date” means the date the System is Placed in Service.

“Post-Closing Expenses” is defined in the LLC Agreement.

“Preliminary Survey” is defined in Section 1.3(s).

“Project” means the System, as further described in Schedule 1, and all other related rights applicable thereto, including, without limitation, all parts and manufacturer’s warranties, and all Permits and Real Property Rights necessary for access to and the operation of the System, and, to the extent not transferred to the Offtaker, all rights pursuant to any related Government Incentives, consistent with the Offtake Agreement.

“Project Company” means Bluebird Solar LLC, a Kentucky limited liability company.

“Project Document” means the Offtake Agreement, the O&M Agreement, the Asset Management Agreement, the EPC Contract, the Substation EPC Contract, the Module Supply Agreement, the IRB Documents, the Energy Management Agreement, all Real Property

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Documents, the Interconnection Agreement, any other interconnection or transmission-related agreements and any other written contract entered into after the date hereof that is listed in Schedule 6 herein or is reasonably expected to have obligations, liabilities or revenues in excess of Two Hundred Fifty Thousand Dollars ($250,000) in any year.

“Project Indebtedness” means all outstanding indebtedness (including accrued and unpaid interest thereon) under the Financing Documents as of the Initial Funding Date.

“Project Purchase Price” is defined in Section 2.3(a).

“Proposed Change in Tax Law” means on or after the Effective Date, (a) any proposed federal income Tax legislation that is (i) passed by either house of the United States Congress or (ii) reported out of the House Ways and Means Committee or the Senate Finance Committee and, in either case, that (A) is reasonably likely to be enacted (taking into account, for this purpose, any publicly available information at the time published, issued, disseminated, or otherwise officially shared by Congress, the Executive Branch, or any other relevant Governmental Authority), and (B) if enacted would be a Change in Tax Law, or (b) any proposed Treasury Regulation that applies a new or different interpretation or analysis of any provision of the Code, unless, in the case of this clause (b), there is no reasonable expectation of such proposed Treasury Regulation being finalized or issued.

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

“Purchase” means the purchase of the Project Company by the Purchaser pursuant to Section 2.1(a).

“Purchase Date” means the date that the Initial Funding Payment is made by the Purchaser.

“Purchaser” is defined in the Preamble.

“Purchaser Indemnified Parties” is defined in Section 4.3(a).

“Real Property Documents” means each of the contracts or agreements constituting an estate or interest in any portion of the real property required to install and operate the Project, including, without limitation, the Leases, Easements and other agreements identified as Real Property Documents on Schedule 6.

“Real Property Rights” is defined in Section 3.1(n).

“REC” is defined in the LLC Agreement.

“Recapture Period” is defined in the LLC Agreement.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, abandoning or migrating into the environment.

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“Sanctioned Country” means, at any time, a country, region or territory that is itself the subject or target of any comprehensive Sanctions (currently, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by United States Department of Treasury Office of Foreign Assets Control, the U.S. Department of State, or any other Sanctions authority, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned, fifty percent (50%) or more, individually or in the aggregate, or controlled by any such Person or Persons described in the foregoing clause (a), such that such Person is subject to the same prohibitions or restrictions as set forth in clause (a).

“Sanctions” means economic or financial sanctions imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the United States Department of Treasury Office of Foreign Assets Control or the U.S. Department of State; (b) the Canadian government; and (c) the relevant sanctions authorities in the European Union, United Kingdom and United Nations Security Council.

“Seller” is defined in the Preamble.

“Seller Indemnified Parties” is defined in Section 4.4.

“Seller’s Knowledge” means, with respect to Seller, the actual knowledge, after reasonable inquiry, of the individuals listed on Schedule 9.

“Sponsor” is defined in the LLC Agreement.

“Sponsor Guaranty” is defined in the LLC Agreement.

“Sponsor Member” is defined in the LLC Agreement.

“Sponsor Transaction Parties” is defined in the LLC Agreement.

“Start of Construction Certificate” means a certificate delivered by an authorized officer of Seller in the form attached hereto as Exhibit L.

“Subsidiary” is defined in the LLC Agreement.

“Substation” means the “Substation” as defined in the Substation EPC Contract.

“Substation EPC Contract” means the HV Engineering, Procurement and Construction Agreement, dated as of December 19, 2023, by and between the Project Company and Substation EPC Contractor.

“Substation EPC Contractor” means RES System 3, LLC.

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“Subdivision Approval” means approval by the Harrison County Planning Commission or its Planning Director of plats depicting subdivided leased parcels in accordance with KRS 100.277.

“System” means the approximately 137 MWdc/100MWac solar project in Harrison County, Kentucky.

“Target Returns” is defined in the LLC Agreement.

“Tax” or “Taxes” (and with correlative meaning “Taxable” and “Taxing”) is defined in the LLC Agreement.

“Tax Benefits” is defined in the LLC Agreement.

“Tax Credits” is defined in the LLC Agreement.

“TCI Limit” is defined in the LLC Agreement.

“TCI Policy” is defined in the LLC Agreement.

“Tax Loss” is defined in Section 4.3(b).

“Tax Return” is defined in the LLC Agreement.

“Term” means the period commencing on the Effective Date and ending upon termination pursuant to ARTICLE 4.

“Third Party Claim” is defined in the LLC Agreement. “Title Company” means ▇▇▇▇▇▇▇ Title Guaranty Company.

“Title Policy” is defined in Section 1.3(s).

“Title Policy Pro Forma” means a title policy pro forma in the form attached as Exhibit M in respect of the Project.

“Transaction” means the transactions described in and contemplated by the Transaction Documents.

“Transaction Documents” means this Agreement, the LLC Agreement, the O&M Agreement, the Asset Management Agreement, the Interparty Agreement, the Closing Notice and Certificate or other certificate delivered pursuant to this Agreement, the Sponsor Guaranty and the Assignment, Assumption and Transfer Agreement executed and delivered pursuant to this Agreement.

“Transmission and Market Study Report” means that certain Congestion and Curtailment Assessment for Bluebird Solar Project, dated as of October 5, 2023, prepared by ICF Resources, LLC.

“Treasury Regulations” is defined in the LLC Agreement.

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“True-Up Base Case Model” is defined in Section 2.2(e).

“UCC” is defined in the LLC Agreement.

“Warranty” is defined in Section 3.4.

1.2Construction.

(a)As used in this Agreement and in any certificate or other documents made or delivered pursuant hereto or thereto, financial and accounting terms not defined in this Agreement or in any such certificate or other document, and financial and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of financial and accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such certificate or other document shall control.

(b)The words “hereof”, “herein”, “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. References to a Section or Schedule contained in this Agreement are references to a Section or Schedule, as applicable, in this Agreement unless otherwise specified. The term “including” shall mean “including without limitation”.

(c)The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(d)Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, amended and restated, supplemented or otherwise modified and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

(e)Any references to a Person are also to its successors and permitted assigns.

(f)References to “days” shall mean calendar days, unless the term “Business Days” shall be used. Unless otherwise stated, if any payment is due on a day that is not a Business Day, such payment due date shall be extended to the next succeeding Business Day.

(g)References to documents or agreements to be “dated and released” as of a certain date shall only be released subject to the responsible party’s consent.

1.3Conditions for Effectiveness.

The occurrence of the Effective Date is subject to the satisfaction of the conditions precedent set forth below (provided that the execution of this Agreement by each Party and the delivery of such executed copy to each other Party evidences the satisfaction or waiver (by each

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Party) of each such condition; provided, however, that such execution shall not act as a waiver of, or otherwise affect, any rights and remedies arising from any breach by any Party of its representations and warranties set forth herein or in any certificates delivered pursuant to this Agreement as of the Effective Date):

(a)(i) The Transaction Documents (other than (A) the Closing Notice and Certificate, the Completion Certificate and each officer or manager certificate to be delivered pursuant to Sections 2.4 and 2.5, (B) the Assignment, Assumption and Transfer Agreement, and (C) the Interparty Agreement, in each case solely to the extent not executed as of the Effective Date), have been executed by each party thereto, and are in full force and effect and no default or event of default has occurred and is continuing thereunder, and (ii) the Project Documents have been executed by each party thereto, and are in full force and effect and no default or event of default has occurred and is continuing thereunder;

(b)The Class B Member has paid or has caused to be paid in full all Closing Expenses of the Investor;

(c)Seller shall certify to Purchaser in a closing certificate, executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date (subject to Seller’s confirmation that the representations and warranties contained therein remain true and correct), that each of the representations and warranties in ARTICLE 3 to be made by Seller on the Effective Date shall be true and correct of the date of execution of this Agreement;

(d)Seller has delivered to Investor and Purchaser at least ten (10) Business Days prior to the Effective Date, (i) the Start of Construction Certificate substantially in the form attached hereto as Exhibit L, which shall be executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date and (ii) census data and all other factual information in its possession reasonably requested by the Investor in order for the Investor to substantiate the Project’s ability to qualify for the Energy Community Adder based on the projected date that the Project will be Placed in Service as of the Effective Date;

(e)Purchaser has received at least ten (10) Business Days prior to the Effective Date, to be dated and executed as of the Effective Date, an insurance report prepared by the Insurance Consultant, in form and substance reasonably satisfactory to Investor (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date) and copies of insurance certificates evidencing compliance with the insurance requirements in the Transaction Documents and Project Documents;

(f)Investor has received in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date, an executed certificate of an authorized officer or signatory, as applicable, of Purchaser and each Sponsor Transaction Party,

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certifying that attached thereto is: (i) a certificate of good standing of such Person in its state of incorporation or formation dated within fifteen (15) Business Days prior to the Effective Date, (ii) a true and correct copy of such Person’s certificate of incorporation or formation together with the by-laws or operating agreement, as applicable, as in effect on the Effective Date (provided, that MN8 Energy LLC, a Delaware limited liability company, shall not be required to provide its operating agreement so long as Investor receives a legal opinion in respect of corporate matters of such entity in form and substance reasonably acceptable to Investor), and (iii) a certificate regarding the incumbency of each officer or signatory (as applicable) of such Person executing the Transaction Documents to which such Person is a party, including a specimen signature of such Person;

(g)Investor has received in final agreed form at least ten (10) Business Days prior to the Effective Date, to be dated and executed as of the Effective Date, an opinion from (i) Holland & Knight LLP, as counsel to Sponsor and certain of its Affiliates with respect to corporate matters and the enforceability of each of the Transaction Documents (other than (w) the LLC Agreement, (x) the Closing Notice and Certificate and any other certificate included in the definition of the Transaction Documents, (y) the Assignment, Assumption and Transfer Agreement, and (z) solely to the extent not executed as of the Effective Date, any other Transaction Document to which a Sponsor Transaction Party is a party), (ii) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, as Delaware counsel to Sponsor as to the enforceability of the LLC Agreement, and (iii) Sturgill, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLLC as Kentucky counsel to Sponsor in respect of state and local energy regulatory matters and federal, state and local permitting matters relating to the Project and with respect to corporate matters concerning the Project Company, which opinions regarding each of (i)-(iii) shall be in form and substance reasonably satisfactory to Investor;

(h)Purchaser has received confirmation from Investor that Investor has received a tax opinion from ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, which opinion shall be in form and substance reasonably satisfactory to Investor;

(i)At least ten (10) Business Days prior to the Effective Date, Purchaser has received confirmation from Investor that Investor has received financial projections and the Base Case Model and such Base Case Model is satisfactory to Investor, together with a compilation letter from the Independent Accounting Firm, in form and substance reasonably acceptable to the Investor, and an initial operating budget for the Purchaser;

(j)Purchaser has received a confirmation from Investor that, to the extent applicable, Investor has received all documentation and other information about the Seller that Investor shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws;

(k)Investor has received a summary of the lease terms (including rent payment amounts) for the Lease with each site owner, prepared and certified as to accuracy by Seller;

(l)Investor shall have agreed on the form of opinion to be delivered by Rock Creek Energy Group, LLP pursuant to Section 2.4(ee);

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(m)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, the most recent audited financial statements of the Sponsor and, to the extent reasonably available, any counterparty to any Transaction Document, excluding any counterparties to any Real Property Documents;

(n)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, a draft Appraisal (including draft cost segregation analysis) for the Project;

(o)(i) all Permits listed on Part I of Schedule 3.1(j) are in full force and effect, all applicable regulatory or statutory appeal periods to file an administrative or judicial appeal under the Applicable Law pursuant to which such Permit was authorized have expired, and no actions or proceedings are pending challenging the legality, validity or enforceability of any such Permits or that attempts to modify in any material manner the requirements pertaining to any such Permits; (ii) no event or circumstance has occurred that could reasonably be expected to have an adverse effect on the ability of the Project Company to secure all other Permits, Governmental Approvals and third-party consents required to build and operate the Project within the time frames set forth in the Project Documents; and (iii) no event or circumstance has occurred that reasonably casts doubt on the ability of the Seller to secure all other Permits, Governmental Approvals and third-party consents required to perform its obligations under the Transaction Documents to which it is a party;

(p)Purchaser has received confirmation from the Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, a report from the Independent Engineer, in form and substance reasonably satisfactory to Investor (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor), which shall be executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date;

(q)Purchaser has received a copy of the Environmental Report with respect to the Project in form and substance reasonably satisfactory to Purchaser and dated no more than one hundred eighty (180) days prior to the Effective Date (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Effective Date, to be dated and released as of the Effective Date);

(r)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Effective Date, satisfactory copies of (i) the Geotechnical Report, (ii) the Transmission and Market Study Report, and (iii) all other customary environmental site reports (including, wetlands, hydrology and historical architecture and archeological investigation, and threatened and endangered species assessment) prepared with respect to the Project;

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(s)Purchaser and Investor shall have received (i) the owner’s policy of title insurance in substantially the form of the Title Policy Pro Forma (the “Title Policy”), (ii) a preliminary ALTA/NSPS Land Title Survey of the Project (A) showing each tract of land referenced in the Title Policy, the location of all exceptions to title shown on the Title Policy that are capable of being plotted (or otherwise stating that the exception is “not plottable” and the reason), and the proposed location of all Project improvements, (B) prepared by a land surveyor duly licensed and registered in the State of Kentucky, (C) including, if applicable, Table A Items 1, 2, 3, 4, 6(a), 7(a), 7(b)(1), 8, 11(a), 13, 14, 16, 17, 18 and 19, (D) prepared in accordance with the “2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys” jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors effective February 23, 2021, and (E) certified to Project Company, Purchaser, Investor and the Title Company, (the “Preliminary Survey”), and (iii) if the Title Policy shows a mortgagee’s lien on the Project site, Purchaser shall have received a non-disturbance agreement or similar assurance from the holder of such mortgage either in such mortgagee’s standard form or in such other form as reasonably satisfactory to the Purchaser;

(t)Satisfactory completion of diligence by the Investor (including, but not limited to the Project Documents and the financial condition and credit quality of the Sponsor);

(u)None of the Circuits has been Placed in Service and Investor has received evidence to the reasonable satisfaction of the Investor that the Project is expected to be Placed in Service before the Completion Deadline;

(v)Seller shall have made available to Purchaser and the Investor, at least ten (10) Business Days prior to the Effective Date, the following:

(1)a copy of all current and final engineering stamped design plans, structural calculations and site plans;

(2)any consents, approvals and filings referenced pursuant to Section 3.1(d);

(3)any Permits referenced pursuant to Section 3.1(j); and

(4)true and correct copies of all Project Documents (including all amendments thereto);

(w)Investor has received evidence that Sponsor Member has contributed the TCI Premium Estimate to Purchaser in accordance with Section 3.12(d) of the LLC Agreement;

(x)[Reserved]; and

(y)Investor has received, at least ten (10) Business Days prior to the Effective Date, recent searches of the UCC filing offices for each of the jurisdictions in which UCC financing statements would be filed in respect of the membership interests of the Purchaser and the Project Company and the assets of the Project, and corresponding judgment and tax lien

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searches, in each case dated within twenty (20) Business Days prior to the Effective Date and in form and substance reasonably satisfactory to the Investor.

ARTICLE 2

PURCHASE OF PROJECT

2.1Purchase of the Project Company.

(a)Purchase. Subject to the terms and conditions hereof, Purchaser shall purchase from Seller, subject to the provisions of this ARTICLE 2, all right, title and interest of Seller in the membership interests in the Project Company. The consummation of the purchase of the Project Company and the payment of the Initial Funding Payment shall take place pursuant to this Agreement on the Purchase Date, subject to all of the conditions in Section 2.4 and Section 2.6 having been satisfied. The payment of the Final Funding Payment shall take place pursuant to this Agreement on the Final Funding Payment Date, subject to all of the conditions in Section 2.5 for the Project having been satisfied.

(b)Payment Requests; Funding Payments. The Seller shall provide a Payment Request at least ten (10) Business Days prior to the anticipated Initial Funding Payment Date and at least ten (10) Business Days prior to the anticipated Final Funding Payment Date. Each Payment Request shall list the Project Purchase Price and the Initial Funding Payment or the Final Funding Payment, as applicable.

(c)Title. Subject to Section 2.2, on the Purchase Date, (i) Seller, hereby sells, conveys, assigns, transfers and delivers to Purchaser all of Seller’s right, title and interest in and obligations with respect to one hundred percent (100%) of its membership interests in the Project Company and (ii) Purchaser purchases and Purchaser assumes all of Seller’s right, title, interest in and obligations with respect to such membership interests. Notwithstanding the foregoing, Seller shall cause the Project Company to comply in all material respects with the Project Company’s obligations under the Offtake Agreement until the Commercial Operation Date thereunder has occurred.

(d)Power of Attorney. Effective as of the Purchase Date, Purchaser shall cause the Project Company to grant Seller the necessary authority to (i) perform such obligations under the Project Documents as Project Company’s representative and (ii) make draws under the Financing Documents to pay for project costs, as necessary.

(e)Risk of Loss. From and after the Purchase Date, as between the Seller and Purchaser, all risk of loss or damage to the Project acquired directly from Seller shall be borne by Purchaser; provided that the passing of the risk of loss shall not, in any respect, excuse the Seller from completing construction of the Project or performing any of its obligations under the Offtake Agreement or the Transaction Documents or relieve Seller of its obligations to reimburse Purchaser for Losses resulting from the actions of Seller or its Affiliates.

(f)Transfer of RECs and Government Incentives. For the avoidance of doubt, all Government Incentives associated with the installation, ownership, use or operation of the

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Project will remain property of the Project Company after sale of the Project Company to Purchaser, except to the extent transferred by the Project Company to Offtaker under the Offtake Agreement.

2.2Completion of Project.

Seller or its Affiliates shall complete the construction of the Project as follows:

(a)System Installation. Seller or its Affiliates shall design, procure the materials for and take such other steps as are required for the permitting, construction, testing, interconnecting and completion of the System in accordance with the EPC Contract and the Substation EPC Contract and shall cause the System to be Placed in Service without further compensation or reimbursement from Purchaser, other than payment of the Project Purchase Price. Seller shall cause the construction of the System to be consistent with the Offtake Agreement, all manufacturer and design specifications and warranties relating to the System, Good Utility Practice and all Applicable Laws and Permits. The Parties acknowledge and agree that the Project Company has entered into the EPC Contract with the EPC Contractor to construct and install the System. Until the Purchase Date, Seller shall cause the Project Company to pay all amounts owed to the EPC Contractor in connection with the Installation of the System on a timely basis and shall hold Purchaser harmless against any claims asserted by such parties whether before or after the transfer of title to Purchaser.

(b)Performance Tests. Seller shall cause the Performance Tests for the Project to be performed in accordance with the EPC Contract. Upon reasonable request, Seller shall make available all Performance Test results to Purchaser. If the System fails to pass the Performance Tests, then Seller shall take corrective actions and repeat the Performance Tests until the System successfully completes the Performance Tests.

(c)Change Orders under EPC Contract and Substation EPC Contract. Following the Purchase Date and prior to the Placed in Service Date of the System, Seller may not agree to change orders under or amendments to the EPC Contract or the Substation EPC Contract, in each case relating to the size, layout or design of the System (such order, a “Change Order”). Change Orders that could reasonably be expected to materially adversely affect the Project shall require the approval of Purchaser (not to be unreasonably withheld or delayed). Seller shall describe the economic impact of all Change Orders.

(d)Completion Certificate. On or before submitting a Payment Request with respect to the Final Funding Payment, Seller shall deliver to Purchaser a Completion Certificate substantially in the form attached hereto as Schedule 4.

(e)True-Up Base Case Model. As soon as reasonably practicable (but in no event later than ten (10) Business Days) following the later of the date that the Project is Placed in Service and delivery of the final Appraisal pursuant to Section 2.5(q), Seller shall deliver to Purchaser a revised Base Case Model that reflects the actual Placed in Service Date and the final Project Purchase Price, in form and substance reasonably satisfactory to Investor (the “True-Up Base Case Model”).

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(f)Amendments. Seller will not amend, replace or terminate any Project Document or the organizational documents of the Project Company if such amendment, replacement or termination would constitute a Major Decision (as defined in the LLC Agreement) after the Purchase Date, except with the consent of the Investor.

2.3Determination and Payment of Project Purchase Price.

(a)Determination of Project Purchase Price. The price for the Project (the “Project Purchase Price”) shall be the Fair Market Value of the Project as indicated in the Appraisal. For tax purposes and all other purposes, the Project Purchase Price shall be paid by a combination of (i) the assumption of the Project Indebtedness and (ii) as set forth in Sections 2.3(b) and 2.3(c), cash payment in an amount equal to the Project Purchase Price less the sum of (A) the Project Indebtedness, (B) any amounts that are due and payable to any applicable counterparty in connection with any of the Project Documents as of the Purchase Date to the extent not taken into account in the calculation of Fair Market Value of the Project in the Appraisal and (C) any amounts paid to any applicable counterparty in connection with any of the Project Documents after the Purchase Date through the Final Funding Payment Date, which, in the case of this clause (C), for purposes of calculating the Project Purchase Price on the Effective Date and the Purchase Date, shall be based on an estimate of such amounts expected to be payable after the Purchase Date through the Final Funding Payment Date as mutually agreed by Purchaser and Seller, and for purposes of the Final Funding Payment, Project Indebtedness shall be based on such actual amounts ((A) through (C), collectively, the “Funding Date Indebtedness”). For purposes of the Final Funding Payment, the Project Purchase Price shall be adjusted pursuant to the final Appraisal delivered pursuant to Section 2.5(w).

(b)Purchase Date; Payment of Initial Funding Payment. Subject to satisfaction of the conditions set forth in Section 2.4, on the Purchase Date, the Initial Funding Payment for the Project shall be payable by Purchaser to an account designated by Seller and in accordance with the Financing Documents. The Purchase Date shall occur no later than ten (10) Business Days after the date on which all of the Initial Funding Conditions Precedent have been satisfied. Seller shall deliver or cause to be delivered to Purchaser the following documents (collectively, the “Closing Documents”):

(1)a notice, which shall be delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date (subject to Seller’s confirmation that the representations and warranties contained therein remain true and correct), substantially in the form of Schedule 3 (the “Closing Notice and Certificate”);

(2)an Assignment, Assumption and Transfer Agreement, which shall be delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date, substantially in the form of Schedule 5 (the “Assignment, Assumption and Transfer Agreement”) and executed by Seller and Purchaser; and

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(3)on or prior to the Purchase Date, an IRS Form W-9 executed by ▇▇▇▇▇▇.

(c)Payment of Final Funding Payment. Subject to satisfaction of the conditions set forth in Section 2.5, on the Final Funding Payment Date (provided that the Completion Deadline has not yet occurred), the Final Funding Payment shall be payable for the Project to an account designated by Seller and in accordance with the Financing Documents so long as a Completion Certificate has been delivered pursuant to Section 2.2(d). The Seller shall send a Payment Request at least ten (10) Business Days prior to the anticipated Final Funding Payment Date. The Final Funding Payment Date shall occur no later than ten (10) Business Days after the date on which all of the conditions set forth in Section 2.5 have been satisfied.

2.4Conditions Precedent to the Obligations of Purchaser – Purchase Date.

The obligations of Purchaser to consummate the Purchase of the Project shall be subject to the satisfaction of each of the following conditions precedent (collectively, “Initial Funding Conditions Precedent”) to Purchaser’s reasonable satisfaction (or to the extent not satisfied, waived by Purchaser in writing) on or before the Purchase Date for the Project:

(a)(i) Seller shall certify to Purchaser and Investor in the Closing Notice and Certificate that each of the representations and warranties of Seller in ARTICLE 3 that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects, in each case as of the Purchase Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shall be made only as of such previous date), in accordance with Section 2.3(b)(1) above; and (ii) Purchaser shall have received confirmation from Investor that the Class B Member (in its capacity as Class B Member and Managing Member) has certified to Investor that each of the representations and warranties of Class B Member in Article 3 of the LLC Agreement that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects, in each case as of the Purchase Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shall be made only as of such previous date), and such certificate has been executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date;

(b)Seller shall certify to Purchaser in the Closing Notice and Certificate that (i) no condemnation is pending or, to Seller’s Knowledge, threatened with respect the Project or any portion thereof material to the ownership or operation of the Project and (ii) no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownership or operation of the Project;

(c)Seller has delivered to Purchaser the Closing Documents for the Purchase of the Project, which shall be executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date;

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(d)No Change Order is pending in respect of the Project, except for those Change Orders that could not reasonably be expected to cause (i) the Substantial Completion Date to occur after the Completion Deadline or (ii) the Commercial Operation Date to occur after the Guaranteed Commercial Operation Date;

(e)Purchaser has received confirmation from Investor that Investor has received a draft Appraisal (including draft cost segregation analysis) for the Project, which shall be in agreed form at least ten (10) Business Days prior to the Purchase Date;

(f)(i) The Independent Engineer has delivered a certificate reasonably acceptable to Purchaser and Investor and substantially in the form attached hereto as Exhibit J, to be executed and delivered in escrow at least 10 Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date certifying that: (A) at least one (1) Circuit has reached Circuit Mechanical Completion; (B) the Substation has reached Mechanical Completion; and (C) the Project is expected to reach “Substantial Completion” (as defined in the EPC Contract) by the Completion Deadline; and (ii) the Purchaser has received a Circuit Mechanical Completion certification for at least one (1) Circuit from the EPC Contractor and a Mechanical Completion certification from the Substation EPC Contractor, in each case with respect to this clause (ii) reasonably acceptable to Purchaser and Investor;

(g)All major equipment components of the Project (including all solar modules, inverters, racking and tracker equipment, transformers and balance of plant components) have been delivered to the Project site;

(h)[Reserved];

(i)The Offtaker shall not have made any payment for delivery of power under the Offtake Agreement in respect of the Project as of the Purchase Date and no energy has been exported by the Project as of the Purchase Date;

(j)Seller shall certify to Purchaser in the Closing Notice and Certificate that Seller is in material compliance with this Agreement and that Seller and its Affiliates, as applicable, have complied in all material respects with each applicable Project Document;

(k)The sale and transfer of the membership interests in the Project Company shall not cause Purchaser or Investor or any of their direct or indirect owners to: (i) become subject to, or not exempt from, regulation (A) as a “public utility” under the FPA, or (B) as a “holding company” under PUHCA, except solely with respect to one or more “exempt wholesale generators,” “foreign utility company,” and/or “qualifying facilities” as those terms are defined in FERC’s regulations; or (ii) require the prior approval of FERC pursuant to the FPA or the Kentucky Public Service Commission pursuant to Applicable Law;

(l)No prior approval of any Governmental Authority is required for the sale and transfer of the membership interests in the Project Company from Seller to the Purchaser;

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(m)No Material Adverse Change (other than a Change in Tax Law) relating to the Project, the Project Company, Purchaser or the Investor’s membership interest in the Purchaser has occurred and is continuing;

(n)(i) The Transaction Documents are in full force and effect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a material breach, default or event of default) (including with respect to any reporting requirements) has occurred thereunder, (ii) the Project Documents are in full force and effect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a material breach, default or event of default) (including with respect to any reporting requirements) has occurred thereunder, and (iii) there has been no material amendment to any Project Document entered into since the Effective Date other than such amendments that have been permitted by, or approved by Investor in accordance with, the LLC Agreement;

(o)At least ten (10) Business Days prior to the Purchase Date, Seller shall have made available to Purchaser and the Investor the following:

(1)a copy of the System design plan, substantially similar to the final engineering stamped design plan, structural calculations and site plans;

(2)any consents, approvals and filings referenced pursuant to Section 3.1(d);

(3)any Permits referenced pursuant to Section 3.1(j) and the results of any and all inspections and/or approvals related thereto; and

(4)true and correct copies of all Project Documents (including all amendments thereto) together with an update, if applicable, to Schedule 6 listing all Project Documents of the Project;

(p)Either (i) there has been no Change in Tax Law or Proposed Change in Tax Law since the Effective Date, or (ii) if there has been such a Change in Tax Law or Proposed Change in Tax Law, the Base Case Model shall have been updated to Investor’s reasonable satisfaction to reflect any such Change in Tax Law or Proposed Change in Tax Law;

(q)At least ten (10) Business Days prior to the Purchase Date, Purchaser and Investor have received recent searches of the UCC filing offices for each of the jurisdictions in which UCC financing statements would be filed in respect of the membership interests of the Purchaser and the Project Company and the assets of the Project, and corresponding judgment and tax lien searches, in each case dated within twenty (20) Business Days prior to the Purchase Date and in form and substance reasonably satisfactory to Purchaser and Investor;

(r)As of the Purchase Date, the insurance required to be procured and maintained pursuant to Schedule 8 shall remain in full force and effect and Purchaser and Investor have received true, correct and complete copies of all insurance certificates from the insurance broker in respect of the insurance policies set out in Schedule 8 that are required to be in place on

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the Purchase Date, or such other evidence reasonably satisfactory to Purchaser and the Investor that such insurance policies are in full force and effect; the final forms of the insurance certificates shall be provided to Investor at least ten (10) Business Days prior to the Purchase Date;

(s)each of Purchaser and Investor has received customary estoppel certificates from (i) each counterparty to the Real Property Documents, no earlier than thirty (30) days prior to the Purchase Date, (ii) Offtaker, (iii) EPC Contractor, (iv) O&M Service Provider, (v) Asset Manager, (vi) Module Supplier, (vii) Substation EPC Contractor, and (viii) Energy Manager, in each case substantially in the form attached as Exhibits A, B, C, D, E, F, G and I respectively, or otherwise in form and substance reasonably acceptable to the Investor, and each estoppel described in clauses (ii) through (v) shall be delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date; provided, for the avoidance of doubt, that any exceptions or scheduled disclosures included in any estoppel certificate shall be subject to Investor’s approval and acceptance in its reasonable discretion;

(t)[Reserved];

(u)If applicable, Investor shall have been reimbursed (or will be reimbursed as set forth in the Funds Flow Memorandum) for all Post-Closing Expenses incurred prior to the Purchase Date;

(v)Purchaser has received confirmation from Investor that Investor has received, at least ten (10) Business Days prior to the Purchase Date, the most recent audited financial statements of the Sponsor and, to the extent reasonably available, any counterparty to any Transaction Document, excluding any counterparty to a Real Property Document;

(w)Purchaser and Investor shall have received in escrow at least ten (10) Business Days prior to the Purchase Date an executed certificate of an authorized signatory, to be dated and released as of the Purchase Date, attaching (i) certified copies of all organizational documents, including a certificate of formation and amended and restated limited liability company agreement, of the Project Company (including, if certificated, all membership interest certificates evidencing ownership in such Project Company), and (ii) a good standing certificate from the state of its formation;

(x)The Base Case Model for the Project has been updated at least ten (10) Business Days prior to the Purchase Date and such updated Base Case Model reflects achievement of the Target Returns and is reasonably satisfactory to the Investor;

(y)Since the Effective Date, there shall have been no change in Applicable Law or proposed change in Applicable Law (other than a Change in Tax Law or Proposed Change in Tax Law) that materially impacts the Project, the Project Company, the Purchaser or the Investor’s membership interest in the Purchaser (other than any change in Applicable Law affecting the Investor or its Affiliates independent of their indirect ownership of the Project);

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(z)No material adverse change shall have occurred with respect to the financial condition or credit quality of the Sponsor that would reasonably be expected to materially adversely affect its ability to perform its obligations under the Sponsor Guaranty;

(aa) No Bankruptcy has occurred with respect to Sponsor, Purchaser, Class B Member or the Project Company;

(bb) No material adverse change shall have occurred with respect to the financial condition or credit quality of the Offtaker that would reasonably be expected to materially adversely affect its ability to perform its obligations under the Offtake Agreement;

(cc) To the extent the Environmental Report delivered as of the Effective Date is not dated within one hundred eighty (180) days of the Purchase Date, Purchaser and Investor have received, at least ten (10) Business Days prior to the Purchase Date, a bring-down of the Environmental Report with respect to the Project, in form and substance reasonably satisfactory to Purchaser (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date);

(dd) If, since the Effective Date, there has been (i) the execution of a new Transaction Document or Project Document, (ii) a material change in any Transaction Document, Project Document, Applicable Law or the site or (iii) any dispute related to the Project, then Investor has received bring-downs of any report (including the Transmission and Market Study Report) or legal opinions provided pursuant to Section 1.3, in each case, which shall be in final agreed form at least ten (10) Business Days prior to the Purchase Date, and with respect to the reliance letters (if applicable) and opinions, shall be executed and delivered as of the Purchase Date;

(ee) Purchaser and Investor have received (i) an opinion from Rock Creek Energy Group, LLP, as counsel to Sponsor in respect of federal energy regulatory matters relating to the Project in substantially the form agreed pursuant to Section 1.3(l), or otherwise in form and substance reasonably acceptable to Investor, and (ii) an opinion from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLLC, as Kentucky counsel to Sponsor, in respect of Kentucky local matters (such as enforceability and other customary matters related to the IRB Documents), each of which shall be in final agreed form at least ten (10) Business Days prior to the Purchase Date (and provided there are no material changes following delivery into escrow that would impact the opinion) and executed and delivered as of the Purchase Date;

(ff) Seller has delivered, at least ten (10) Business Days prior to the Purchase Date, conditional lien waivers executed by (i) EPC Contractor, (ii) each subcontractor of EPC Contractor that is party to a subcontract requiring more than Two Hundred Thousand Dollars ($200,000) in payments, which shall cover any labor, materials, supplies or services done, performed or furnished at, for or to the System for amounts then due and payable for which payment has not yet been made by Project Company (or been made too recently to obtain an

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unconditional partial lien waiver), (iii) the Substation EPC Contractor and (iv) the Module Supplier;

(gg) All Permits listed on Part I of Schedule 3.1(j) are in full force and effect, all applicable regulatory or statutory appeal periods to file an administrative or judicial appeal under the Applicable Law pursuant to which such Permit was authorized have expired, and no actions or proceedings are pending challenging the legality, validity or enforceability of any such Permits or that attempts to modify in any material manner the requirements pertaining to any such Permits;

(hh) There are no pending claims, disputes, suits, actions (including, without limitation, non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature against Sponsor Transaction Party, the Purchaser or any counterparty to a Transaction Document or Project Document seeking to enjoin the performance of such Person under such document or otherwise affecting the Project, the Purchaser, or the Investor’s interest therein (but excluding any such action affecting Investor or its Affiliates independent of its or their indirect ownership of the Project);

(ii) Except for Permitted Liens, there are no Liens on the Project, the Project Company or the Purchaser;

(jj) Investor shall have received a Funds Flow Memorandum in substantially final form delivered in escrow at least ten (10) Business Days prior to the Purchase Date, which shall include the portion of the Initial Funding Payment to be paid by the Investor that shall not be subject to change so long as the Purchase Date occurs within fifteen (15) Business Days of the date that Investor has received such Flow of Funds Memorandum, to be released in final form as of the Purchase Date; provided, that, any updates to any payor or payee in the Funds Flow Memorandum shall be provided to Investor at least one (1) Business Day prior to the Purchase Date;

(kk) Each of the Members shall have made their Initial Capital Contributions to the Purchaser;

(ll) Purchaser has received confirmation from Investor that Investor has received each of the following, in each case in form and substance reasonably satisfactory to Investor: (i) a tax opinion from ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP concluding that the amounts paid or incurred in connection with the Project that are identified in the Appraisal as included in “energy property” as a result of the application of Section 48(a)(8) of the Code should satisfy the requirements of Section 48(a)(8) of the Code and Proposed Treasury Regulation § 1.48-14(g), and (ii) a bringdown of the report of the Independent Engineer or a certificate from the Independent Engineer concluding that (i) no solar inverter within the Project has nameplate capacity greater than 5.0 MWac (as measured by the manufacturer based on a steady state basis and during continuous operation under standard conditions), and (ii) each such inverter and all equipment, including solar modules, associated with feeding electrical current into such inverter (collectively, a “Unit”) are not functionally interdependent with, can generate and export power to the grid independent of, any other Unit and regardless of the status of any other Unit; and

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(mm) None of the Circuits has been Placed in Service and no PIS Commissioning Activities have occurred.

2.5Conditions Precedent to the Obligations of Purchaser – Final Funding Payment Date.

The obligations of Purchaser to make, on the Final Funding Payment Date, the Final Funding Payment in respect of the Project shall be subject to the satisfaction of each of the following conditions precedent to Purchaser’s reasonable satisfaction (or to the extent not satisfied, waived by Purchaser in writing on the Final Funding Payment Date):

(a)Each of the conditions precedent set forth in Sections 2.4(k), 2.4(n), 2.4(o) (except for clause (1)), 2.4(r) (as of the Final Funding Payment Date), 2.4(v), 2.4(w), 2.4(z), 2.4(aa), 2.4(bb), 2.4(dd), 2.4(hh), 2.4(ii), are satisfied as of the Final Funding Payment Date (and each reference to the Purchase Date shall be deemed to refer to the Final Funding Payment Date);

(b)(i) Seller shall certify to Purchaser in the Final Funding Payment Date Certificate that (A) each of the representations and warranties of Seller in ARTICLE 3 that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects as of the Final Funding Payment Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shall be made only as of such previous date), (B) no condemnation is pending or, to Seller’s Knowledge, threatened with respect the Project, or any portion thereof material to the ownership or operation of the Project, (C) no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownership or operation of the Project, and (D) Seller is in material compliance with this Agreement and that Seller and its Affiliates, as applicable, have complied in all material respects with each applicable Project Document; such Final Funding Payment Date Certificate shall be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released as of the Final Funding Payment Date (subject to Seller’s confirmation that the representations and warranties contained therein remain true and correct); and (ii) Purchaser shall have received confirmation from Investor that the Class B Member (in its capacity as Class B Member and Managing Member) has certified to Investor that each of the representations and warranties of Class B Member in Article 3 of the LLC Agreement that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects, in each case as of the Final Funding Payment Date (provided that, with respect to representations and warranties that relate to a previous date, such representations and warranties shall be made only as of such previous date), and such certificate has been executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released as of the Final Funding Payment Date;

(c)Seller shall deliver, with respect to the System: (i) a certification from Seller that no amounts payable by Project Company under the EPC Contract or the Supply Contracts are then past due and that all amounts required to achieve “Final Completion” (as defined in the EPC Contract) of the Project have been paid in full or Seller has caused the Project Company to make

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appropriate reserves in respect of such amount to be paid (including with respect to amounts subject to any dispute), which certification shall be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released as of the Final Funding Payment Date; (ii) at least ten (10) Business Days prior to the Final Funding Payment Date, conditional lien waivers executed by EPC Contractor, each subcontractor of EPC Contractor that is party to a subcontract requiring more than Two Hundred Thousand Dollars ($200,000) in payments (to the extent required by the EPC Contract), Substation EPC Contractor and the Module Supplier, which shall cover any labor, materials, supplies or services done, performed or furnished at, for or to the System for amounts then due and payable for which payment has not yet been made by Project Company (or been made too recently to obtain an unconditional partial lien waiver); provided that, if any such lien waivers are issued in connection with invoices issued within ten (10) Business Days prior to the Final Funding Payment Date, Seller shall provide copies of such lien waivers as soon as practicable after receipt thereof; and (iii) at least ten (10) Business Days prior to the Final Funding Payment Date, unconditional lien waivers or other proof of payment to EPC Contractor or the Module Supplier, as applicable, for any payments in respect of which conditional lien waivers were submitted thirty (30) or more days prior to the date that is ten (10) Business Days prior to the Final Funding Payment Date;

(d)The System has passed the Performance Tests and has been Placed in Service and shall have commenced regular, daily and continuous operations, and, at least ten (10) Business Days prior to the Final Funding Payment Date, the Investor shall have received a copy of the letter or other written confirmation from the Transmission Provider (as such term is defined in the Interconnection Agreement) or the Interconnected Transmission Owner (as such term is defined in the Interconnection Agreement) authorizing operation of and export of energy by the Project at the full rated capacity and the commencement of interconnection service under the Interconnection Agreement;

(e)Seller has delivered to Purchaser and Investor a Completion Certificate substantially in the form attached hereto as Schedule 4, to be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released as of the Final Funding Payment Date;

(f)Seller has delivered to Purchaser and Investor at least ten (10) Business Days prior to the Final Funding Payment Date evidence reasonably satisfactory to Investor that all warranties issues by each manufacturer or supplier of modules and inverters have been assigned to the Project Company, solely to the extent such warranties by their terms do not automatically run to the benefit of the Person that owns the applicable equipment or the system into which such equipment is incorporated.

(g)If there has been any change in facts or projections relating to the Project’s beginning of construction strategy, Seller shall have delivered to Purchaser and Investor, at least ten (10) Business Days prior to the Final Funding Payment Date, a revised Start of Construction Certificate including documentation and other evidence that, notwithstanding such change in facts or projections, construction on the Project began prior to January 29, 2023, such that the Project is

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eligible for the 5x multiplier of tax credits without satisfying the prevailing wage and apprenticeship requirements;

(h)(i) The Transaction Documents are in full force and effect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a material breach, default or event of default) by any Sponsor Transaction Party or, to Seller’s Knowledge, any other party to the Transaction Documents has occurred and is continuing thereunder, (ii) the Project Documents are in full force and effect and no material breach, default or event of default (or any event that with notice or lapse of time or both would become a breach, default or event of default) (including with respect to any reporting requirements) by any Sponsor Transaction Party or, to Seller’s Knowledge, any other party to the Transaction Documents or Project Documents has occurred and is continuing thereunder, and (iii) there has been no material amendment to any Project Document entered into since the Purchase Date other than such amendments that have been permitted by, or approved by Investor in accordance with, the LLC Agreement;

(i)All Permits, Governmental Approvals and other local utility approvals required for ownership, development, construction, operation and ordinary maintenance of the Project (i) have been issued, (ii) are in full force and effect, (iii) are not subject to any pending or, to Seller’s Knowledge, threatened proceedings that challenge the legality, validity or enforceability of such Permits, Governmental Approvals or other approvals, or that attempts to modify their requirements in any material and adverse manner, and (iv) if there is an appeal period for appeal by any other Person, specified by a statute or rule promulgated by any Governmental Authority, such appeal period has expired, other than, in each case, such Permits, Governmental Approvals and other local utility approvals in Part III of Schedule 3.1(j) that are ministerial in nature and can reasonably be expected to be obtained in due course on commercially reasonable terms and conditions when needed, as reasonably approved by the Purchaser and Investor;

(j)No Material Adverse Change (other than a Change in Tax Law) relating to the Project, the Project Company, the Purchaser, Class B Member, or Sponsor or on the ability of any of the foregoing to perform its obligations under the Transaction Documents or Project Documents to which it is a party has occurred and is continuing;

(k)The Initial Funding Payment for the Project has been previously made;

(l)Either (i) there has been no Change in Tax Law or Proposed Change in Tax Law since the Purchase Date for the Project or (ii) if there has been such a Change in Tax Law or Proposed Change in Tax Law, the Base Case Model shall have been updated to reflect any such Change in Tax Law or Proposed Change in Tax Law to Purchaser and Investor’s reasonable satisfaction;

(m)Each of Purchaser and Investor has received (i) a bring-down of the report of the Independent Engineer, (ii) if requested by Investor, a bring-down of the Transmission and Market Study Report and (iii) if requested by the Investor and the Environmental Report is dated more than one hundred eighty (180) days prior to the Final Funding Payment Date, a bring-down of the Environmental Report with respect to the Project in form and substance reasonably

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satisfactory to Purchaser, in each case at least ten (10) Business Days prior to the Final Funding Payment Date and including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor (which reliance letter will be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released on the Final Funding Payment Date);

(n)Substantial Completion (as defined in the EPC Contract and the Substation EPC Contract, as applicable) has occurred under the EPC Contract and the Substation EPC Contract, as applicable, and Purchaser has received (i) Substantial Completion certification reasonably acceptable to Purchaser and Investor from each of EPC Contractor and Substation EPC Contractor, and (ii) a certificate delivered by the Independent Engineer in a form reasonably acceptable to Purchaser and substantially in the form of Exhibit K attached hereto to be executed and delivered in escrow at least 10 Business Days prior to the Purchase Date, to be dated and released as of the Purchase Date, certifying that (A) “Substantial Completion” (as defined in the EPC Contract) and “Substantial Completion” (as defined in the Substation EPC Contract) has been achieved prior to the Completion Deadline, and (B) the Commercial Operation Date has occurred;

(o)an As-Built ALTA Survey, in form and substance reasonably acceptable to Purchaser and Investor, for the Project is reasonably expected to become available within sixty (60) days after the Final Funding Payment Date;

(p)Purchaser and Investor shall have received, at least ten (10) Business Days prior to the Final Funding Payment Date, a date down endorsement of the Title Policy delivered for the Project pursuant to Section 2.4(s) which shall show no new matters of record and show that the standard survey exception has been removed;

(q)Each of Purchaser and Investor has received, at least ten (10) Business Days prior to the Final Funding Payment Date, a final Appraisal and final cost segregation analysis that includes the final costs associated with the Project and Purchase Price allocation, in each case reasonably satisfactory to the Investor;

(r)If applicable, Investor shall have been reimbursed for all Post-Closing Expenses incurred in respect of the Project;

(s)If requested by Investor, Purchaser has received, at least ten (10) Business Days prior to the Final Funding Payment Date, a bring-down of the insurance report delivered pursuant to Section 1.3(d) and detailing any material changes, in form and substance reasonably satisfactory to Investor (including satisfactory reliance provisions or, in the absence of reliance provisions, together with a separate reliance letter addressed to Purchaser and Investor permitting reliance on such report by Purchaser and Investor, which reliance letter shall be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released on the Final Funding Payment Date) and insurance certificates from the insurance broker in respect of the insurance policies set out in Schedule 8 or such other evidence reasonably satisfactory to the Investor that such insurance policies are in full force and effect;

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(t)Purchaser has received estoppel certificates from (i) if the Final Funding Payment Date occurs more than sixty (60) days after the Purchase Date, the each counterparty to the Real Property Documents, no earlier than thirty (30) days prior to the Final Funding Payment Date, (ii) Offtaker, (iii) EPC Contractor, (iv) O&M Service Provider, (v) Asset Manager, (vi) Module Supplier, (vii) Substation EPC Contractor and (viii) the Energy Manager, in each case substantially in the form attached as Exhibits A, B, C, D, E, F, G and I, respectively, or otherwise in form and substance reasonably acceptable to the Investor, and each estoppel described in clauses (ii) through (viii) shall be executed and delivered in escrow at least ten (10) Business Days prior to the Final Funding Payment Date, to be dated and released on the Final Funding Payment Date; provided that, for the avoidance of doubt, that any exceptions or scheduled disclosures included in any estoppel certificate shall be subject to Investor’s approval and acceptance in its reasonable discretion;

(u)Bring-downs of each opinion delivered pursuant to Section 1.3 or Section 2.4, provided that a tax opinion shall only be required if a change in Applicable Law, a Change in Tax Law or a change in facts outside of the control of Investor and its Affiliates has occurred since the Purchase Date (including any changes or guidance related to the qualification for the Energy Community Adder or for Section 48(a)(8) of the Code); provided further that a bring-down of any opinions related to federal, state and local energy regulatory, land use, environmental and permitting matters shall be required only if the most recent opinion delivered, as applicable, identified any outstanding actions to be taken by any Sponsor Transaction Party (such as making a filing or notice or obtaining a permit, license or approval) or there has been a change in fact or law relevant to such opinion; and provided further that no bring-down of any opinion related to corporate or enforceability matters shall be required except as may be reasonably requested in connection with any amendment to this Agreement, the LLC Agreement or the Sponsor Guaranty. Each such opinion will be in final agreed form at least ten (10) Business Days prior to the Final Funding Payment Date, to be executed and delivered on the Final Funding Payment Date;

(v)Since the Purchase Date, there shall have been no change in Applicable Law or proposed change in Applicable Law (other than a Change in Tax Law or Proposed Change in Tax Law) that materially, negatively impacts the Project, the Project Company, the Purchaser or the Investor’s interest therein (specifically excluding any change in Applicable Law affecting the Investor or its Affiliates independent of its indirect ownership of the Project), except for such changes where the anticipated economic consequences have been accounted for in the update to the Base Case Model;

(w)Purchaser has received confirmation that Investor received evidence reasonably acceptable to Investor that (i) all amounts outstanding under the Construction Loan Facility (as defined in the Financing Documents) shall have been fully repaid or converted to Sponsor Member-level back-levered term debt (or will have been fully repaid upon the Purchaser’s payment on such date) and all related construction financing liens shall have been terminated (or will have been terminated upon Purchaser’s payment on such date) and (ii) all Tax Equity Bridge Loans (as defined in the Financing Documents) shall have been fully repaid (or will have been fully repaid upon the Purchaser’s payment on such date) and all related financing liens in respect

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of such Tax Equity Bridge Loans shall have been terminated (or will have been terminated upon Purchaser’s payment on such date);

(x)The Base Case Model for the Project has been updated for any change in fact (excluding actual production results) or advisor inputs (e.g., production estimates of the Independent Engineer), but specifically excluding any merchant curve updates, since the Purchase Date, and such updated Base Case Model reflects achievement of the Target Returns;

(y)At least ten (10) Business Days prior to the Final Funding Payment Date, Purchaser and Investor have received recent searches of the UCC filing offices for each of the jurisdictions in which UCC financing statements would be filed in respect of the membership interests of the Purchaser and the assets of the Project, and corresponding judgment and tax lien searches, in each case dated within twenty (20) Business Days prior to the Final Payment Funding Date and in form and substance reasonably satisfactory to the Purchaser;

(z)At least ten (10) Business Days prior to the Final Funding Payment Date, Investor shall have received a Funds Flow Memorandum in substantially final form delivered in escrow, which shall include the portion of the Final Funding Payment to be paid by the Investor that shall not be subject to change so long as the Final Funding Payment Date occurs within fifteen (15) Business Days as of the date that Investor has received such Flow of Funds Memorandum, to be released in final form as of the Final Funding Payment Date; provided, that, any updates to any payor or payee in the Funds Flow Memorandum shall be provided to Investor at least one (1) Business Day prior to the Final Funding Payment Date;

(aa) The Subdivision Approval has been obtained;

(bb) The TCI Limit has been increased to an amount equal to the sum of the development fee reflected in the final Appraisal delivered pursuant to Section 2.5(q) plus $6,600,000, and Investor has received evidence reasonably satisfactory to it (which evidence may be in the form of written receipt or other acknowledgement from the insurer) that Purchaser has paid the premium thereon in full (including any increased premium resulting from the increase in the TCI Limit contemplated hereby);

(cc) Purchaser and Investor have received a status letter from PJM Interconnection, L.L.C. describing the status of certain milestones and requirements pursuant to the Interconnection Agreement, in form and substance reasonably satisfactory to Investor;

(dd) The TCI Policy has been issued for the full TCI Limit and remains in full force and effect; and

(ee) The Punchlist Amount has been deposited into the Project Completion Account, as reflected in the Funds Flow Memorandum.

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2.6Conditions Precedent to the Obligations of Seller.

The obligations of Seller to consummate the Purchase of the Project shall be subject to the satisfaction of each of the following conditions precedent for the Project:

(a)Each of the representations and warranties of Purchaser in Section 3.2 that is qualified as to materiality or by Material Adverse Change shall be true and correct, and such representations that are not so qualified shall be true and correct in all material respects, in each case as of the Purchase Date;

(b)All consents, approvals and filings then required to be obtained or made by Purchaser to execute, deliver and perform the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect as of the Purchase Date;

(c)▇▇▇▇▇▇▇▇▇ has executed and delivered the Assignment, Assumption and Transfer Agreement;

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1Representations, Warranties and Covenants of Seller.

Seller represents, warrants and covenants to Purchaser as follows as of the Effective Date and warrants and covenants to Purchaser as follows as of the Purchase Date and the Final Funding Payment Date (provided that with respect to representations and warranties that relate to a specific date, such representations and warranties shall be made only as of such date) that:

(a)Organization and Good Standing. Seller is a limited liability company, duly formed, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to own, lease and operate its business as currently conducted. Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction that its business, as currently being conducted, shall require it to be so qualified, except where the failure to be so qualified would not reasonably be expected to result in a Material Adverse Change or have a material adverse effect on the Project.

(b)Authorization, Execution and Enforceability. Seller has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the Transactions contemplated thereby. The execution and delivery by Seller of this Agreement and the Transaction Documents to which it is a party and the consummation by Seller of the Transactions contemplated thereby have been duly and validly authorized by all necessary company action required on the part of Seller, and this Agreement has been duly and validly executed and delivered by Seller. This Agreement and each Transaction Document to which it is a party constitutes the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms (assuming due authorization, execution and delivery by ▇▇▇▇▇▇▇▇▇), except as enforcement may be limited by applicable bankruptcy,

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insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)No Violation. The execution and delivery by Seller of this Agreement and the Transaction Documents to which it is a party does not, and the performance by Seller of its obligations hereunder and thereunder shall not (i) violate any laws, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions and writs of any Governmental Authority having jurisdiction, (ii) conflict with or cause a breach of any provision in the charter, bylaws or other organizational document of Seller, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any counterparty the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, note, bond, mortgage, indenture, agreement, license, intellectual property licenses or rights, instrument, decree, judgment or other arrangement to which Seller is a party or under which Seller is bound or to which any of its Assets is subject (or result in the imposition of a Lien upon any such Assets), including indirect ownership of such Assets through its Subsidiary, as applicable, except in the case of clauses (i) or (iii) as would not, individually or in the aggregate result in a Material Adverse Change or have a material adverse effect on the Project.

(d)Consent. All estoppels, consents, approvals, filings and any other documents then required to be obtained or made by Seller to execute, deliver and perform this Agreement and the Transaction Documents to which it is a party have been validly issued and are final and are in full force and effect, other than those where failure to be obtained would not reasonably be expected to cause a Material Adverse Change.

(e)Legal Proceedings. There are no pending or, to Seller’s Knowledge, threatened claims, disputes, governmental investigations, suits, actions (including, without limitation, non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against Seller or the Project Company which questions the enforceability or validity of this Agreement, the Transaction Documents or Project Documents to which it (or its Subsidiary, as applicable) is a party or the ability of Seller to consummate the Transactions contemplated thereby or would reasonably be expected to materially impede the planned use of the Project or the participation of the Investor in the Transaction or otherwise reasonably expected to result in a material adverse change on the Project; provided that the foregoing representation, as it relates to legal proceedings involving the Offtaker or any other counterparty to any Transaction Document or Project Document, is made only to Seller’s Knowledge.

(f)No Default; Right to Terminate.

(1)Seller (or the Project Company, as applicable) has not breached any provision of, or defaulted under the terms of, this Agreement or any of the other Transaction Documents to which it is a party that remains uncured and no event or circumstance has occurred that would, with notice or passage of time, result in such a breach or default, other than those breaches or defaults that would not reasonably be expected to cause a Material Adverse Change. The Project Company has not breached any provision of, or defaulted under the terms of the Project Documents to which it is a party

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that remains uncured and no event or circumstance has occurred that would, with notice or passage of time, result in such a breach or default that would give the non-defaulting party a right to terminate such Project Document, except (other than with respect to any Real Property Documents, the Offtake Agreement, the EPC Contract, the O&M Agreement and the Asset Management Agreement) if termination of such Project Document would not reasonably be expected to cause a Material Adverse Change. The consummation of the Transactions contemplated by this Agreement would not give Seller or, to Seller’s Knowledge, a counterparty to a Project Document the right to terminate or alter the terms of such Transaction Document or Project Document, respectively, or a right to claim damages thereunder.

(2)The Project Company (or its Affiliates, as applicable) has entered into the Project Documents, and to Seller’s Knowledge, each Project Document constitutes the legal, valid and binding agreement of the counterparty thereto, enforceable against the such counterparty in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Project shall be installed and operated solely at the Project site.

(3)Other than as disclosed on Schedule 12 hereto and approved by Investor and Purchaser, neither the Project Company nor, to Seller’s Knowledge, the Offtaker has materially breached any provision of, or materially defaulted under the terms of the Offtake Agreement that remains uncured, and no event or circumstance has occurred that would, with the passage of time, result in such a material breach or default. The Project Company is not a party to any contract, instrument, commitment, agreement or other legally binding arrangement with the Offtaker in relation to the Systems or the Project other than the Offtake Agreement.

(g)Taxes.

(1)Seller (a) has not taken a position on any federal, state or local Tax report, Tax filing or Tax Return that is inconsistent with the original use by Purchaser, for federal income tax purposes, of the System or any property that is part of the System (except to the extent permitted pursuant to the LLC Agreement) or (b) except due to Seller’s direct or indirect ownership of Purchaser, has not claimed with respect to the System or any property that is part of such System on any Tax report, Tax filing or Tax Return, any depreciation or amortization deductions, Tax Credits or any other tax credits or deductions that are available with respect to the System or any property that is part of the System. Seller covenants that, from and after the Effective Date, it (a) will not take a position on any federal, state or local Tax report, Tax filing or Tax Return that is inconsistent with the original use by Purchaser, for federal income tax purposes, of the System or any property that is part of the System (except to the extent permitted pursuant to the LLC Agreement) or (b) except due to Seller’s direct or indirect ownership of Purchaser, will not claim with respect to the System or any property that is part of such

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System on any Tax report, Tax filing or Tax Return, any depreciation or amortization deductions, Tax Credits or any other tax credits or deductions that are available with respect to the System or any property that is part of the System.

(2)Except to the extent shown on the Appraisal, all of the components of the Project constitute “energy property” within the meaning of Section 48(a)(3)(A)(i) (such non-excepted components, the “Energy Property”) and for purposes of calculating the Tax Credits available to Purchaser, the Company’s initial U.S. federal income tax basis in the Energy Property equals the Fair Market Value as shown on the Appraisal (as revised as of the Final Funding Payment Date). For purposes of calculating depreciation for U.S. federal income tax purposes, such initial basis shall be reduced by 50% of the amount of the Company’s Tax Credits with respect to the Energy Property.

(3)The System is not expected to be used primarily to generate energy for the purpose of heating a swimming pool.

(4)On the Purchase Date, (i) no portion of the Energy Property has been Placed in Service or generated and exported any electricity, (ii) no PIS Commissioning Activities have occurred, (iii) no portion of the Project has generated and exported any electricity and (iv) no letter or other written confirmation has been issued by the Transmission Provider or the Interconnected Transmission Owner (as each such term is defined in the Interconnection Agreement) authorizing daily and regular commercial operation of and export of energy by the Project. On the Final Funding Payment Date, the Project has been Placed in Service. The Commissioning Plan is the most recent version of such document, and the Project will be commissioned in accordance with the Commissioning Plan.

(5)As of the Purchase Date, no Person has claimed with respect to the Project or any property that is part of the Project, on any Tax Return, any depreciation or amortization deductions, including for purposes of calculating estimated taxes.

(6)The Offtaker is not related to the Purchaser within the meaning of Section 267 or 707(b) (other than as a result of any relationship between the Class A Member and the Offtaker).

(7)No election has been made, and no agreement with the Offtaker has been entered into to make an election, under Section 50(d)(5) of the Code to pass through the available Tax Credits to the Offtaker.

(8)Except to the extent required by Applicable Law or following a Final Determination, Seller shall, and shall cause its Affiliates to, report in all tax documents, filings and statements that the amount realized on the sale of the Project to Purchaser is the Project Purchase Price. (For the avoidance of doubt, this does not include Seller’s accounting statements.)

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(9)The Base Case Model reflects all sales, use, property, ad valorem, franchise and similar Taxes that is currently contemplated to be imposed on (or otherwise payable by or required to be collected by) the Project Company or the Project.

(10)The Project is not “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code and no portion of the Energy Property is or has ever been financed (directly or indirectly) by an obligation the interest on which is exempt from federal income tax under Section 103(a) of the Code.

(11)With respect to the Project Company as of the Purchase Date, Seller has timely filed all necessary Tax Returns, all such Tax Returns were true, correct and complete in all respects and has paid all Taxes shown as owing on any such Tax Returns.

(12)With respect to the Project Company as of the Purchase Date, Seller has not: (i) requested (or had requested on its behalf) any extension of time within which to file any Tax Return, (ii) executed (or had executed on its behalf) any outstanding waivers of the statute of limitations for any Taxes or any Tax Return, (iii) granted any powers of attorney with respect to any Tax matter or (iv) received or requested any written ruling of a Taxing authority with respect to Taxes or entered into any other written agreement with a Taxing authority relating to Taxes.

(13)With respect to the Project Company as of the Purchase Date, Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(14)With respect to the Project Company as of the Purchase Date: (i) the Project Company is and has been disregarded as an entity separate from its owner for federal income tax purposes at all times since its date of formation, (ii) no election has been made by Seller for the Project Company to be treated as an association taxable as a corporation for federal income tax purposes, (iii) the Project Company is not a party to any Tax indemnity, allocation or sharing agreement (other than any Tax indemnities that are part of contracts entered into in the ordinary course of business that are not primarily related to Taxes), (iv) no claim has been made by a Taxing authority, in a jurisdiction where the Project Company does not file Tax Returns, that the Project Company is or may be subject to taxation by that jurisdiction, and (v) there are no Liens for Taxes that Seller or Project Company is required to pay (other than Taxes not yet due and payable) upon the Project or the Project Company.

(15)The representations, warranties and covenants contained in the Start of Construction Certificate are true, correct and complete.

(16)No property that is part of the System is “imported property” within the meaning of Section 168(g)(6) of the Code.

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(17)The System is comprised of new “section 38 property” within the meaning of Treas. Reg. 1.48-1 and no portion of the Energy Property constitutes “used components of a unit of energy property” within the meaning of Proposed Treasury Regulation § 1.48-14(a).

(18)Seller is an accrual basis taxpayer.

(19)None of the Seller or its Affiliates has taken any position on a federal income tax return that would be inconsistent with treating the Project as a single project for purposes of Section 7.01(2) of IRS Notice 2018-59.

(20)The Project is anticipated to be placed in service for Federal income tax purposes prior to December 1, 2025.

(21)No portion of the Energy Property constitutes “dual use property” with the meaning of Proposed Treasury Regulation Section 1.48-14(b).

(22)No portion of the Energy Property constitutes “an addition or modification to an existing energy property” within the meaning of Proposed Treasury Regulations § 1.48-9(f)(1).

(23)All of the Energy Property is used exclusively for a “qualifying purpose” within the meaning of Proposed Treasury Regulations § 1.48-14(d), and the amount that would have been expended for the Energy Property if the Energy Property was not used for a qualifying purpose is $0.

(24)All of the amounts paid or incurred in connection with the Project identified in the Appraisal as included in “energy property” as a result of the application of Section 48(a)(8) of the Code satisfy the requirements of Section 48(a)(8) of the Code and Proposed Treasury Regulation § 1.48-14(g). Without limiting the generality of the foregoing, the Project is comprised of thirty two (32) “units of energy property” within the meaning of Proposed Treasury Regulation § 1.48-9(f)(2) that satisfy the Five-Megawatt Limitation described in Proposed Treasury Regulation § 1.48-14(g)(3).

(h)Compliance with Applicable Laws. Seller (or its Subsidiary, as applicable) and, to Seller’s Knowledge, EPC Contractor and O&M Service Provider (and all subcontractors of the foregoing), are in compliance in all material respects with all Applicable Laws with respect to developing, constructing, leasing, installing, operating and maintaining the Project (with respect to the Effective Date only, except for obtaining the Subdivision Approval), and the entering into, and performance of obligations under, the Offtake Agreement.

(i)Information. The written information furnished by Seller to Purchaser and/or Investor, their respective consultants, advisors and attorneys, and the Independent Accounting Firm in connection with the Project or any Sponsor Transaction Party (including written information provided by Seller or the Project Company in any certificate or report delivered pursuant to the Transaction Documents or the Offtake Agreement), when taken as a

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whole, contains no untrue statement of material fact as of the date such information was provided, and does not omit any material fact necessary to make such information not misleading in light of the circumstances under which it is provided; provided that, no representation or warranty is made with respect to (i) any projected financial information or other forward-looking statement (except that such projections and the Base Case Model were made and prepared in good faith), (ii) conclusions contained in any third-party reports, except as specifically represented in Section 3.1(g)(2), (iii) descriptions of counterparties to the Project Documents other than Affiliates of the Seller or (iv) the tax consequences of an investment to the Purchaser, its members, the Investor or its Affiliates, other than as may be specifically set forth in the LLC Agreement.

(j)Permits. With respect to the Purchase Date and the Final Funding Payment Date, all Permits required under the Offtake Agreement or otherwise to own, site, develop, construct, install and test the System, sell the Project Company to Purchaser, sell power at wholesale and RECs from the Project to the Offtaker, and to operate and maintain the Project (including Permits required pursuant to Environmental Laws) including, where applicable, written authorization from the local utility for parallel operation, are listed on Schedule 3.1(j). Part I of Schedule 3.1(j) lists all such Permits that have been obtained by the Project Company as of the Purchase Date and the Final Funding Payment Date. As of the Purchase Date, Part II of Schedule 3.1(j) lists all such Permits that are required prior to the Final Funding Payment Date but not prior to the Purchase Date and have not been obtained by the Project Company. All Permits listed on Schedule 3.1(j) have been obtained on or before the Purchase Date and the Final Funding Payment Date (other than, as of the Purchase Date, those Permits listed on Part II of Schedule 3.1(j)), other than such Permits that are of a ministerial or non-discretionary nature, can reasonably be expected to be obtained in due course on commercially reasonable terms and conditions when needed, and are not required to be obtained prior to the Purchase Date or the Final Funding Payment Date under Applicable Law. As of the Final Funding Payment Date, Part III of Schedule 3.1(j) lists all Permits that are ministerial in nature that have not been obtained and can reasonably be expected to be obtained in due course on commercially reasonably terms and conditions when needed. The Project Company has obtained all Permits required by Applicable Laws (including Environmental Laws) based on the current stage of development of the Project (with respect to the Effective Date only, except for obtaining the Subdivision Approval). All Permits that have been obtained are in full force and effect, are not in breach in any material respect, and are not the subject of any pending, or to Seller’s Knowledge, threatened adverse action or proceeding that challenges the legality, validity or enforceability of such Permits or that attempts to modify their requirements in any material and adverse manner, and (unless noted in Schedule 3.1(j) and accepted by Purchaser and Investor) all applicable regulatory or statutory appeal periods to file an administrative or judicial appeal under the Applicable Law pursuant to which such Permit was authorized (and not generally applicable appeal periods under the federal Administrative Procedures Act or any state analogue thereof) have expired. Assuming all applicable consents have been obtained, the Transactions contemplated by the Transaction Documents will not adversely affect the validity of such Permits. Neither Seller nor any of its Affiliates has received written notice from any Governmental Authority regarding any revocation, withdrawal, suspension, cancellation or termination of any Permit that is necessary for the location, development, construction or operation of the Project.

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(k)Warranties. On the Purchase Date, all warranties relating to the modules, trackers, inverters and transformers from any manufacturer of any part thereof shall be in full force and effect in all material respects and shall have been assigned to the Project Company (to be effective as of “Final Completion” (as defined in the EPC Contract)).

(l)Title. (i) As of the Purchase Date, immediately prior to the execution of the Assignment, Assumption and Transfer Agreement, (A) Seller has good title to, and is the owner of, one hundred percent (100%) of the issued and outstanding membership interests in the Project Company, (B) the Project is free and clear of all Liens other than Permitted Liens, and (C) legal title and ownership of the membership interests in the Project Company shall, on the Purchase Date, upon consummation of the Purchase thereof pursuant to this Agreement, pass to and remain with Purchaser, free and clear of all Liens (other than liens created pursuant to subsection (f) of the definition of Permitted Liens); and (ii) on or before the Final Funding Payment Date, legal title and ownership of the Project shall have passed to the Project Company, free and clear of all Liens (other than Permitted Liens). Other than Purchaser’s rights hereunder, no Person holds any option, warrant or other right (including conversion or preemptive rights, preferential rights to purchase, rights of first refusal, rights of reversion, and repurchase rights) to acquire, directly or indirectly, the membership interests in the Project Company.

(m)Intellectual Property. Seller (or the Project Company) owns or has a valid license to all intellectual property that is reasonably necessary to install, operate and maintain the Project. There are no pending claims, actions, judicial or other adversary proceedings concerning any item of such intellectual property, and, to Seller’s Knowledge, no such action or proceeding is threatened, except in each case where such action or proceeding would not reasonably be expected to cause a Material Adverse Change.

(n)Real Property Rights. All of Seller’s (or the Project Company’s) rights and interests in real property contained in the Real Property Documents (the “Real Property Rights”) are sufficient for the siting, development, construction and operation of the Project and for the full performance and enforcement by such Person, and from and after the Purchase Date by Purchaser (or its Subsidiary, if applicable), of its rights, remedies and obligations with respect to the Project. The granting of the Real Property Rights under such Real Property Documents and the assignment of such rights to Purchaser (or its Subsidiary, if applicable) in connection with the sale of the Project are in accordance with the applicable Real Property Document and any approval or consent required thereby has been obtained. Neither Seller nor its Subsidiary (if applicable), nor, to Seller’s Knowledge, the Offtaker have been informed in writing by any owner of the real property associated with such Real Property Rights that Seller (or its Subsidiary) is in material breach of its obligations relating to such Real Property Rights or that such Real Property Rights have been or are being repudiated, challenged or terminated.

(o)Environmental Matters. (i) Seller and its Affiliates have complied and are in compliance in all material respects with all Environmental Laws with respect to the Project, (ii) neither Seller or its Affiliates have Released or arranged for or permitted the disposal of any Hazardous Substances in a manner that has given or would reasonably be expected to give rise to any material liabilities, including any remedial or cleanup obligations, by Seller or its Affiliates

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pursuant to Environmental Laws, (iii) to Seller’s Knowledge, the Project does not involve premises where Hazardous Substances have been Released in a manner that has given or would reasonably be expected to give rise to any material liabilities, including remedial or cleanup obligations, by Seller or its Affiliates pursuant to Environmental Laws, (iv) none of Seller or its Affiliates or the Project Company has received written notice from any Person of an actual or potential violation of or liability under any Environmental Laws with respect to the Project, which remains pending or unresolved or is the source of ongoing material obligations or requirements that will require unbudgeted capital expenditures or materially increase the Project’s operating budget or could reasonably result in a Material Adverse Change, (v) there are no pending or, to Seller’s Knowledge, threatened Environmental Claims or, to Seller’s Knowledge, investigations by any Governmental Authority with respect to the Project Company or the Project, (vi) the Project Company is not subject to any material order of any Governmental Authority with respect to the Project or the Project site arising under Environmental Laws which is either the source of ongoing material obligations or requirements that will require unbudgeted capital expenditures or material increase the Project’s operating budget or could reasonably result in a Material Adverse Change, (vii) Seller has made available to Buyer complete copies of all material environmental studies, reports, assessments, and data regarding the Project and the Project Site and all material correspondence with Governmental Authorities concerning any actual or alleged non-compliance with Environmental Law or any event or circumstance that has resulted or could reasonably be expected to result in a material liability or material adverse effect on the Project or the Project site in its possession or control, (viii) the Project Company has not, either expressly or by operation of Applicable Law, assumed or undertaken any material liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws, and (viii) the Project Company has maintained at all times during its ownership of the Project all financial assurances (including any bonds, letters of credit, insurance or trust accounts) as required under Environmental Law for the ownership, development, operation and maintenance of the Project and Schedule 14 contains a list of all financial assurances and accruals that the Project Company is required to maintain.

(p)No Condemnation. No condemnation is pending or, to Seller’s Knowledge, threatened in writing with respect to the Project, or any portion thereof material to the ownership or operation of the Project, and no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownership or operation of the Project or the sale of electricity therefrom.

(q)Energy Regulatory Matters.

(1)The sale of the Project Company to Purchaser will not (i) cause Purchaser, Investor or any of their direct or indirect owners to become subject to, or not exempt from, regulation (A) as a “public utility” under the FPA, or (B) as a “holding company” under PUHCA, except solely with respect to one or more “exempt wholesale generators,” “foreign utility company,” and/or “qualifying facilities” as those terms are defined in FERC’s regulations; or (ii) require the prior approval of FERC pursuant to the FPA or the Kentucky Public Service Commission pursuant to Applicable Law;

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(2)The Project Company will be an “exempt wholesale generator” pursuant to 18 C.F.R. § 366.1 of FERC’s regulations and Project Company shall have filed or will file with FERC a notice of self-certification of exempt wholesale generator status pursuant to 18 C.F.R. § 366.7(a) of FERC’s regulations, or have obtained or will obtain from FERC a determination, pursuant to 18 C.F.R. §366.7(b) of FERC’s regulations, with respect to such status, in each case on or before the date on which the System first generates test power. The Project Company will obtain from FERC authorization to make wholesale sales of electric energy, capacity and certain ancillary services at market-based rates, together with blanket authorizations and waivers of the requirements of the FPA typically granted by FERC to entities with such market-based rate authorization, including, but not limited to, blanket authorization to issue securities and assume liabilities under Section 204 of the FPA, with such authorizations and waivers to become effective on or before the date on which the System first generates test power.

(r)Sanctions and Anti-Money Laundering: No part of the proceeds from the Capital Contributions (A) will be, directly or knowingly indirectly, used or otherwise lent, contributed, or otherwise made available, to any Person, (x) to fund any activity, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, to the extent such activity, business or transaction would be prohibited by Sanctions, or (y) in any other manner that would result in a violation of Sanctions by any party hereto; (B) will be used, directly or knowingly indirectly, in violation of Anti-Money Laundering Laws; or (C) will be used, directly or knowingly indirectly, in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Money Laundering Laws.

(s)Employees; ERISA. The Project Company does not nor has ever had any employees or any responsibility for any liabilities or obligations in connection with any Benefit Plan. The Project Company does not maintain or participate in, and has not, at any time in the past, sponsored, maintained or participated in, any Benefit Plan subject to Section 412 of the Code or Title IV of ERISA.

(t)Affiliate Transactions. Schedule 11 contains a list of all contracts entered into between the Project Company and any Affiliate of Seller or otherwise between any two or more of Seller and its Affiliates with respect to the Project.

(u)Books and Records. True and complete copies of the Books and Records have been provided to Purchaser.

(v)Brokers. Neither Seller nor any of its Affiliates has engaged any broker, finder or agent in connection with the transactions contemplated by this Agreement that could give rise to any claim against Purchaser, the Project Company or any of Purchaser’s Affiliates for any brokerage or finder’s commission, fee or similar compensation in connection with the transactions contemplated by this Agreement.

(w)Conduct of Business. Neither Seller nor the Project Company has conducted any business other than in connection with the development, construction, ownership, operation

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and maintenance of the Project and other activities incidental or related thereto and, in the case of Seller, ownership of the Project Company.

(x)DISCLAIMERS. EXCEPT AS OTHERWISE AGREED BY SELLER (INCLUDING IN SECTION 3.4) AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 3, AND IN ANY WRITTEN CERTIFICATE OR NOTICE DELIVERED PURSUANT TO THIS AGREEMENT, THE SYSTEM IS BEING DELIVERED BY SELLER TO PURCHASER “AS IS, WHERE IS” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE SYSTEM OR PROJECT, VALUE OR QUALITY OF THE SYSTEM OR PROJECT OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE SYSTEM OR PROJECT. EXCEPT AS OTHERWISE AGREED BY SELLER AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 3, AND IN ANY CERTIFICATE OR CLOSING NOTICE AND CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SELLER OR THE SYSTEM OR PROJECT, OR ANY PART THEREOF.

3.2Representations and Warranties of Purchaser.

Purchaser represents and warrants, with respect to itself, to Seller as follows as of the Effective Date, Purchase Date and the Final Funding Payment Date:

(a)Organization, Good Standing, Etc. Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date hereof.

(b)Authorization, Execution and Enforceability. Purchaser has full power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the Transactions contemplated thereby. The execution and delivery by Purchaser of the Transaction Documents to which it is a party and the consummation by Purchaser of the Transactions contemplated thereby have been duly and validly authorized by all necessary company action required on the part of Purchaser, and the Transaction Documents executed at the time this representation is made, have been duly and validly executed and delivered by Purchaser. Each of the Transaction Documents (assuming due authorization, execution and delivery by Seller) to which Purchaser is a party constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)No Violation. The execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party do not, and the performance

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by Purchaser of Purchaser’s obligations hereunder and thereunder shall not, (i) violate any laws, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions and writs of any Governmental Authority having jurisdiction over Purchaser, (ii) conflict with or cause a breach of any provision in the charter, bylaws or other organizational document of Purchaser, or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Purchaser is a party or under which it is bound or to which any of its Assets are subject except (in the case of this clause (iii)) for any that would not materially impair or be reasonably expected to materially impair the ability of Purchaser to meet or perform its obligations under the Transaction Documents.

(d)Legal Proceedings. There is no pending or, to Purchaser’s knowledge, threatened litigation, claim, action, suit, proceeding or governmental investigation against Purchaser or which seeks the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the Transactions contemplated by this Agreement, other than any such instance that would not materially impair or be reasonably expected to materially impair the ability of Purchaser to meet or perform its obligations under the Transaction Documents.

3.3No Other Seller Representations.

Without limiting the foregoing, except with respect to the representations and warranties of Seller set forth in this ARTICLE 3, in any certificate or notice delivered pursuant to this Agreement or expressly set forth as representations and warranties in the other Transaction Documents, Seller makes no additional representation or warranties.

3.4Installation; Defects Warranty.

Seller warrants that (a) the System and Seller’s construction of the System shall consist of new and unused equipment and parts in good quality and condition and either (i) the warranties for the Project shall, by their terms, run to the benefit of the Project Company or such other Person that owns such equipment or the solar energy generating system into which such equipment is incorporated or (ii) Seller shall transfer or cause to be transferred the manufacturers’ warranties for the Project to Purchaser, to be effective as of or prior to “Final Completion” (as defined in the EPC Contract), and (b) the Installation shall be free from material defects in design, materials and workmanship under normal operating conditions (the “Warranty”); provided, however, that this Warranty shall not include any warranty statements beyond the scope of this Warranty. Upon a breach of the Warranty, the Seller will, upon notice from Purchaser, O&M Service Provider or the Offtaker of a Warranty claim, at Seller’s sole option, either repair or replace any defective parts or construction, including by causing the EPC Contractor, its subcontractors or a manufacturer to repair or replace such defective parts or construction. The Seller shall have reasonable access to the Project site to the extent permitted by the Offtake Agreement, as necessary to perform its Warranty obligations under this Agreement. This Warranty applies solely to the System and does not include site work, including but not limited to, grading and landscape maintenance, if

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applicable; provided, however, the Seller shall, at its expense, repair any damage to the Project site caused by Seller or its Affiliates.

3.5Insurance.

Until the Purchase Date, Seller will procure and maintain, or cause the Project Company to procure and maintain, at no direct cost to the Purchaser, insurance substantially in the types and amounts listed in Schedule 8 attached hereto covering the activities of its employees and representatives and the EPC Contractor in connection with this Agreement.

3.6Reporting.

Until the Final Funding Payment Date, Seller will provide to Purchaser each report provided by Seller pursuant to Section 5.4 of the Credit Agreement promptly upon providing such report thereunder.

ARTICLE 4

TERMINATION

4.1Termination.

(a)The obligations to purchase and sell the Project under this Agreement shall automatically terminate on the Completion Deadline. No such termination shall diminish, terminate or suspend the Parties’ other rights and obligations under this Agreement.

(b)Without limiting Seller’s or Purchaser’s ability to exercise any right or remedy to which it is entitled hereunder or under any other Transaction Documents, this Agreement may be terminated at any time:

(1)by the non-defaulting Party if the other Party voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings, or makes an assignment for the benefit of creditors;

(2)by the non-defaulting Party if insolvency, receivership, reorganization, bankruptcy or similar proceedings shall have been commenced against the other Party and such proceedings remain undismissed or unstayed for a period of sixty (60) days;

(3)by Seller or Purchaser, upon prior written notice to the other Party, in the event Seller (with respect to a termination by Purchaser) or Purchaser (with respect to a termination by Seller) is in material breach of a representation, warranty, covenant or provision contained in this Agreement, and such breach shall not be remediable or, if remediable, shall continue unremedied for a period equal to (i) twenty (20) Business Days (provided, that such period shall be extended to ninety (90) days so long as such breach is remediable and the defaulting Party is diligently pursuing the cure of such breach) or, (ii) if such breach can be cured by making a payment, five (5) Business Days;

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(4)automatically and without further action by either Party on the date on which the LLC Agreement is terminated; and

(5)by the mutual written consent of ▇▇▇▇▇▇ and Purchaser.

4.2Procedure and Effect of Termination.

(a)The Party desiring to terminate this Agreement pursuant to Section 4.1 shall give written notice of such termination to the other Party in accordance with Section 6.6, specifying the provision pursuant to which such termination is affected.

(b)If this Agreement is terminated pursuant to Section 4.1(b) by Seller, Purchaser, or with the consent of Seller and Purchaser, then this Agreement shall be terminated in its entirety as of the date of such termination with no liability on the part of any Party hereto; provided, however, that (i) Section 3.4, this Section 4.2, Sections 4.3 and 4.4, ARTICLE 5 and ARTICLE 6 shall survive the termination and (ii) no such termination shall relieve any Party of any liability or damages resulting from any breach by that Party of this Agreement or affect the rights of the other Party to indemnification for such breach nor shall any such termination relieve any Party of any obligations that arose pursuant to this Agreement prior to such termination.

(c)If this Agreement is terminated (other than by Seller pursuant to Section 4.1(b)(3)) after the Purchase Date but prior to when the Final Funding Payment is made by Purchaser, then Seller shall reimburse the Initial Funding Payment to Purchaser within five (5) Business Days following such termination.

4.3Indemnification by Seller.

(a)Except with respect to any Tax Loss, Seller shall defend, indemnify and hold harmless Purchaser, its direct or indirect equity owners (including Investor), the Affiliates of each (specifically including any Subsidiary of Purchaser), and its and their respective officers, directors, employees and agents (“Purchaser Indemnified Parties”) from and against any Losses resulting from (i) a Sponsor Transaction Party’s breach of any representation, warranty or covenant under this Agreement or the other Transaction Documents, (ii) any violation of any Environmental Law by the Seller or its Affiliates related to the Project or the installation thereof or (iii) the Project not having obtained the Subdivision Approval. In no event shall the aggregate liability of Seller under this Agreement with respect to the Purchaser Indemnified Parties and of the Class B Members under the LLC Agreement with respect to the Investor Indemnified Parties collectively exceed the Maximum Liability; provided that the Maximum Liability limitation shall not apply to Losses resulting, directly or indirectly, from (x) the fraud, gross negligence or willful misconduct of Seller or any Sponsor Transaction Party, (y) any Third Party Claims, or (z) breaches of the representations and warranties in Sections 3.1(a), 3.1(b), 3.1(c)(i), 3.1(c)(ii), and 3.1(l); provided, further, that in no event will Seller be responsible for any such Losses of Purchaser or any Purchaser Indemnified Party to the extent caused by a Purchaser Indemnified Party’s fraud, gross negligence or willful misconduct.

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(b)If as a result of the breach or inaccuracy of a representation, warranty or covenant of Seller in this Agreement, any Purchaser Indemnified Party loses the benefit of, does not have the right to claim, suffers a disallowance or deferral of, or is subject to recapture of all or any portion of the Tax Credits or MACRS Deductions assumed in the Applicable Model, or is required to include amounts in gross income in amounts greater than assumed in the Applicable Model, or the Tax Credits with respect to the Project are not claimable in the tax year reflected in the Base Case Model delivered pursuant to Section 2.4(p) (if the Final Funding Payment Date has not occurred) or 2.5(x) (if the Final Funding Payment Date has occurred), in each case regardless of whether such inability to claim such Tax Credits in such year is the result of changed facts and circumstances or is the result of a determination by the IRS, (each a “Tax Loss”), then Seller shall indemnify the Purchaser for such Tax Loss in the amount determined pursuant to Section 4.3(c), provided that Seller’s obligation shall be reduced by the amount of any Tax Benefit such Purchaser Indemnified Party realizes or is reasonably expected to realize as a result of such Tax Loss and that such Purchaser Indemnified Party would not have realized but for such Tax Loss. Notwithstanding the previous sentence, Seller will not be required to indemnify the Purchaser to the extent a Tax Loss is attributable to (i) the gross negligence or willful misconduct of a Purchaser Indemnified Party or its Affiliates, (ii) the breach of any representation or warranty by a Purchaser Indemnified Party or its Affiliates in the Transaction Documents, (iii) a Change in Applicable Law (including a Change in Tax Law) occurring after delivery of the True-Up Base Case Model, (iv) the inaccuracy of any Fixed Tax Assumptions that results in the reduction, disallowance or recapture of any portion of the Tax Credits or MACRS Deductions allocated to the Class A Member under the LLC Agreement, unless they are incorrect due to a breach by the Seller of any of its representations, warranties or covenants in this Agreement, or (v) a transfer of the Class A Membership Interests.

(c)(1) Seller shall pay Purchaser upon a Final Determination the amount of any Tax Loss for which Seller is liable under Section 4.3(b), plus any related interest, fines, additions and penalties. For the avoidance of doubt, it is understood and agreed that the calculation of the amount payable pursuant to this Section 4.3(c)(1) shall take into account any adjustments in other Tax Benefits as a result of the payment made pursuant to this Section 4.3(c)(1) and any U.S. federal income tax savings realized by the Purchaser Indemnified Parties as a result of the Tax Loss or the payment pursuant to this Section 4.3(c)(1).

(2)For Tax reporting purposes, to the maximum extent permitted by the Code, each Party will agree to treat all amounts paid pursuant to this Section 4.3 as a non-Taxable reimbursement of Project Purchase Price. To the extent any such payment is includable as income of a Purchaser Indemnified Party as determined as a result of a Final Determination, by agreement of the Parties or, if there is no Final Determination or agreement, by an opinion of a nationally-recognized Tax counsel selected jointly by Purchaser Indemnified Party and Seller that such amount is “more likely than not” includable as income of the Purchaser Indemnified Party, the amount of the payment shall be increased by the amount of any U.S. federal income tax required to be paid by the Purchaser Indemnified Party upon the receipt or accrual of the payment. For purposes of calculating the amount required to be paid and any resulting U.S. federal income tax savings if a payment pursuant to this Section 4.3 is includable as income of a Purchaser

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Indemnified Party, (A) each Purchaser Indemnified Party shall be deemed to have paid or to be required to pay U.S. federal income taxes for the relevant periods at the maximum marginal federal income rates generally applicable to C-corporations whose taxable year is the calendar year in the taxable years in question, and (B) it will be assumed that each Purchaser Indemnified Party will have sufficient taxable income for U.S. federal income tax purposes to fully utilize on a current basis any Tax Benefits resulting from a Tax Loss or the events giving rise thereto.

(d)All claims by a Purchaser Indemnified Party for indemnification pursuant to this Agreement resulting from breaches of representations or warranties in any Transaction Document shall be forever barred unless the Seller is notified within twenty-four (24) months after the date such representation or warranty was made; provided that, notwithstanding the foregoing, (i) the representations and warranties in Section 3.1(g) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account any waivers or extensions thereof), (ii) the representations and warranties in Sections 3.1(a), 3.1(b), 3.1(c)(i), 3.1(c)(ii), and 3.1(l) shall survive indefinitely and (iii) the representations and warranties in Section 3.1(o) shall survive until the date that is sixty (60) days following the expiration of the longest statute of limitations applicable to such claim.

(e)No claim for indemnification may be made with respect to any Losses of the Purchaser Indemnified Parties (other than with respect to Third Party Claims, fraud, gross negligence, willful misconduct) until the aggregate amount of such Losses sought by (or previously sought by) the Purchaser Indemnified Parties under this Agreement and all other Transaction Documents exceeds One Hundred Thousand Dollars ($100,000) in the aggregate; provided that such threshold shall not apply to any indemnification claims made with respect to any Tax Loss; provided further, that once such threshold amount of claims (other than with respect to any claims for Tax Loss which shall have no threshold) has been reached, then the Purchaser Indemnified Parties and their Affiliates shall have the right to be indemnified with respect to all such claims, including amounts that were not previously paid because such threshold had not been reached. Claims for indemnification under this Agreement and the other Transaction Documents shall not be duplicative of one another and shall not allow for duplicative recoveries.

4.4Indemnification by Purchaser.

Purchaser shall defend, indemnify and hold harmless Seller, its Affiliates and their respective members, officers, directors, employees and agents (“Seller Indemnified Parties”) from and against any Losses arising under or relating to Purchaser’s performance or nonperformance of Purchaser’s obligations under this Agreement. In no event shall the aggregate liability of Purchaser under this Agreement with respect to Seller Indemnified Parties exceed one hundred percent (100%) of the total Project Purchase Price; provided that the Losses resulting, directly or indirectly, from (i) the fraud, gross negligence or willful misconduct of the Purchaser or (ii) any Third Party Claims shall not be subject to such indemnity cap; provided, further, that in no event will Purchaser be responsible for any such Losses of Seller to the extent caused by Seller Indemnified Party’s fraud, gross negligence or willful misconduct.

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4.5No Consequential Damages.

EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN AND EXCEPT FOR INDEMNIFIED THIRD PARTY CLAIMS PURSUANT TO SECTION 4.3 OR SECTION 4.4, AS APPLICABLE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE; PROVIDED THAT A LOSS OR INABILITY TO CLAIM TAX CREDITS OR OTHER ADVERSE TAX CONSEQUENCES SHALL NOT BE TREATED AS CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR PUNITIVE DAMAGES.

4.6Indemnification Procedures.

(a)Except with respect to a Tax Loss, each of Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each, as applicable, the “Indemnifying Party”) with respect to any Third Party Claim are contingent upon Seller Indemnified Parties or Purchaser Indemnified Parties (each, as applicable, the “Indemnitee”), promptly notifying the Indemnifying Party in writing of such claim and promptly tendering the control of the defense and settlement of any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that the foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of Seller. The Indemnitee shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party may not, without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a Third Party Claim, the defense of which has been assumed by the Indemnifying Party unless such settlement, compromise or consent (i) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (ii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to the entry of any judgment regarding any Third Party Claim for which indemnification is sought and the defense of which has not been assumed by the Indemnifying Party without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

(b)In the case of indemnification in respect of a Tax Loss, Seller shall pay to Purchaser any required indemnity within ten (10) days of Purchaser’s notice to Seller of such Tax Loss accompanied by a written statement describing in reasonable detail such Tax Loss and the computation of the amount so payable. Any dispute regarding the amount payable pursuant to Section 4.3(c)(1) in respect of such Tax Loss shall be resolved pursuant to the dispute resolution

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procedures described in Section 11.11(c) of the LLC Agreement revised mutatis mutandis to reflect Seller and Purchaser hereunder instead of Managing Member and the Disputing Member, as those terms are defined in the LLC Agreement.

ARTICLE 5

SUBMISSION TO JURISDICTION

THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW YORK. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HEREBY AUTHORIZES AND ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS CONTEMPLATED BY THIS ARTICLE 5 BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET FORTH IN SECTION 6.6. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

ARTICLE 6

GENERAL PROVISIONS

6.1Exhibits and Schedules.

All Exhibits and Schedules attached hereto are incorporated herein by reference.

6.2Amendment, Modification and Waiver.

This Agreement may not be amended or modified except by an instrument in writing signed by the Party against which enforcement of such amendment or modification is sought. Any failure of Seller or Purchaser to comply with any obligation, covenant, agreement or condition contained herein may be waived only if set forth in an instrument in writing signed by the Party to be bound thereby, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

Each Party’s rights and remedies under this Agreement are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned, whether exercised by such Party or not, is intended to be an exclusion or a waiver of any of the others.

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6.3Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated herein are not affected in any manner materially adverse to any Party.

6.4Expenses.

With the exception of the Closing Expenses and the Post-Closing Expenses, each Party shall be responsible for all of its own legal costs, fees and expenses in connection with the Transactions contemplated by this Agreement and the other Transaction Documents to which it is a party.

6.5Parties in Interest.

This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of each Party and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement, unless otherwise expressly set forth herein.

6.6Notices.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by a nationally recognized overnight courier or by electronic mail transmission or mailed by registered or certified mail to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

(a)If to the Seller, to:

MN8 DevCo 3 LLC

c/o MN8 Energy LLC

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attn: Legal

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy (which shall not constitute notice) to:

Holland & Knight LLP

▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77002

Attn: ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇

Email: ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇.▇▇▇

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MN8 FMG LLC

(b)If to Purchaser, to:

MN8 FMG LLC

c/o MN8 Energy LLC

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attn: Legal

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

and:

Affiliated FM Insurance Company

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

P.O. Box 7500

▇▇▇▇▇▇▇▇, RI 02919

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Staff Senior Vice President, Chief Tax Officer

With copies to:

Blue Current Capital Partners, LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Auburn, AL 36830

Attn: ▇▇▇▇▇ ▇▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ &

▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

and:

Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP

2001 K Street, N.W.

Washington, DC 20006

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

All notices and other communications given in accordance herewith shall be deemed given (i) on the date of delivery, if hand delivered, (ii) on the date of receipt, if sent by electronic mail, or if such date is not a Business Day, the next Business Day following the date of receipt, provided sender can and does provide evidence of successful transmission, (iii) on the fifth (5th) Business Day after the date of mailing, if mailed by registered or certified mail, return receipt requested, or (iv) on the second (2nd) Business Day after the date of sending, if sent by a nationally recognized overnight courier; provided that a notice given in accordance with this Section 6.6 but received on any day other than a Business Day or after 5:00 p.m. New York time, on a Business Day in the place of receipt shall be deemed given on the next Business Day in that place.

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MN8 FMG LLC

6.7Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

6.8Entire Agreement.

This Agreement constitutes the entire agreement among the Parties and supersedes all prior agreements, letters of intent and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

6.9Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.10Public Announcements.

The Parties agree that neither may, except to the extent required by applicable law, any governmental, judicial or regulatory authority or agreements or regulations of any stock or commodities exchange (and then only with as much prior written notice to and/or consultation with the other Party as is practical under the circumstances), issue any press release or make any other public announcements that references the other Party (or any of its direct or indirect equity owner’s) without the prior written consent of such other Party and the Investor. Neither Party shall make any kind of public announcement that references any equity ownership of the Investor without the prior written consent of the Investor.

6.11Assignment.

Neither Party shall assign this Agreement without the prior written consent of the other Party, in its sole discretion. Any attempted assignment of this Agreement other than in strict accordance with this Section 6.11 shall be null and void and of no force or effect.

6.12Relationship of Parties.

This Agreement does not constitute a joint venture, association or partnership between the Parties. No express or implied term, provision or condition of this Agreement shall create, or shall be deemed to create, an agency, joint venture, partnership or any fiduciary relationship between the Parties.

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6.13Successors and Assigns.

This Agreement shall inure to the benefit of each Party and each Party’s successors and permitted assigns, and shall be binding upon and enforceable against each Party and each Party’s successors and permitted assigns.

6.14Access.

Purchaser hereby grants Seller and its authorized agents, employees and Affiliates the right to access any the Project for the purpose of Seller performing its obligations under this Agreement and the Offtake Agreement. Seller hereby accepts such access rights, and further accepts the conditions at the site of the Project as it exists, and acknowledges that Purchaser has no obligation to grant Seller additional access rights or to change the conditions at the Project site. Such access rights granted pursuant to this Agreement will automatically expire immediately upon the termination or expiration of this Agreement.

6.15Joint Effort.

Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the Parties than against the other. Any rule of construction that ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement, or any amendments hereto.

[Remainder of page intentionally left blank]

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MN8 FMG LLC

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed on its behalf as of the date first written above.


			SELLER:

			MN8 DEVCO 3 LLC, a Delaware limited liability company


			By:
			Name: [ó]
			Title: [ó]


			PURCHASER:

			MN8 FMG LLC, a Delaware limited liability company




			By:
			Name: [ó]
			Title: [ó]

Signature Page to DPA

MN8 FMG LLC

EXHIBIT E

Amended Credit Agreement

CREDIT AGREEMENT

DATED AS OF December 31, 2024

AMONG

MN8 DEVCO 3 LLC

as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,

MN8 BLEEKER LLC

as Opco Borrower,

THE LC ISSUERS PARTY HERETO FROM TIME TO TIME,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

NATIXIS, NEW YORK BRANCH,

as Administrative Agent,

NATIXIS, NEW YORK BRANCH,

as Collateral Agent

and

NATIXIS, NEW YORK BRANCH,

as Coordinating Lead Arranger, Sole Bookrunner and Structuring Agent,

______________________________________________________

AMERICAN BEECH PROJECT, comprising an approximately 196 MWDC, 140 MWAC solar photovoltaic energy project located in Halifax County, North Carolina,

BLUEBIRD PROJECT, comprising an approximately 137.6 MWDC, 100 MWAC solar photovoltaic energy project located in Harrison County, Kentucky

and

PRAIRIE PROJECT, comprising an approximately 183 MWDC, 135 MWAC solar energy photovoltaic project located in Champaign County, Illinois.

TABLE OF CONTENTS


SECTION	HEADING	PAGE

SECTION 1. DEFINITIONS; INTERPRETATION		1

Section 1.1.	Definitions	1
Section 1.2.	Interpretation	65
Section 1.3.	Change in GAAP	65
Section 1.4.	Letter of Credit Amounts	66
Section 1.5.	Divisions	66
Section 1.6.	Project Sale; Permitted Tax Equity Arrangement	66

SECTION 2. THE CREDIT FACILITIES		67

Section 2.1.	Construction Loan Facility	67
Section 2.2.	Bridge Loan Facility	68
Section 2.3.	Upsize Bridge Loan Facility	69
Section 2.4.	Letter of Credit Facility	70
Section 2.5.	Applicable Interest Rates	76
Section 2.6.	Deemed Borrowings; LC Loans; Type	77
Section 2.7.	Manner of Borrowing Loans, Designating Applicable Interest Rates and Construction Loan Funding	77
Section 2.8.	Prepayments	78
Section 2.9.	Default Rate	83
Section 2.10.	Evidence of Indebtedness	83
Section 2.11.	Funding Indemnity	84
Section 2.12.	Total Commitments	84
Section 2.13.	Substitution of Lenders	87
Section 2.14.	Defaulting Lenders	87

SECTION 3. FEES		90

Section 3.1.	Fees	90

SECTION 4. PLACE AND APPLICATION OF PAYMENTS		92

Section 4.1.	Place and Application of Payments	92
Section 4.2.	Pro Rata Treatment	93

SECTION 5. REPRESENTATIONS AND WARRANTIES		93

Section 5.1.	Organization, Powers	94


Section 5.2.	Authorization, Enforceability	94
Section 5.3.	Disclosure	94
Section 5.4.	Financial Condition; No Material Adverse Effect	95
Section 5.5.	No Conflicts	95
Section 5.6.	Applicable Laws	95
Section 5.7.	Existing Defaults	95
Section 5.8.	Environmental Matters; Equator Principles	95
Section 5.9.	Litigation	96
Section 5.10.	Default	96
Section 5.11.	Taxes	96
Section 5.12.	Permits	98
Section 5.13.	Intellectual Property	99
Section 5.14.	Insurance	99
Section 5.15.	Project Documents	99
Section 5.16.	Compliance with Employee Benefit Plan	100
Section 5.17.	Business, Indebtedness, Contracts, Etc	100
Section 5.18.	Margin Regulations	100
Section 5.19.	Foreign Assets Control Regulations, Etc	101
Section 5.20.	Status	101
Section 5.21.	Offices, Locations of Collateral	102
Section 5.22.	Bank Accounts	102
Section 5.23.	Solvency	102
Section 5.24.	Title and Liens	102
Section 5.25.	Project Budgets; Project Schedules	103
Section 5.26.	Collateral	103
Section 5.27.	Ownership of Equity Interests	103
Section 5.28.	Completion	104
Section 5.29.	Collective Bargaining Agreement; Labor Disputes; Acts of God	104
Section 5.30.	Flood Compliance	105

SECTION 6.	CONDITIONS PRECEDENT	105

Section 6.1.	Conditions Precedent to the Financial Closing Date	105
Section 6.2.	Conditions Precedent to Each Construction Loan Borrowing, each Bridge Loan Borrowing	112
Section 6.3.	Conditions Precedent to each LC Credit Event	114
Section 6.4.	No Approval of Work	115

SECTION 7. AFFIRMATIVE COVENANTS		115

Section 7.1.	Compliance with Applicable Laws and Governmental Approvals	115
Section 7.2.	Insurance	115


Section 7.3.	Taxes	116
Section 7.4.	Maintenance of Existence	117
Section 7.5.	Use of Proceeds and Project Revenues	117
Section 7.6.	Books and Records; Inspection	117
Section 7.7.	Preservation of Rights; Further Assurances	118
Section 7.8.	Financial Statements; Reporting Requirements	119
Section 7.9.	Notices of Material Events	120
Section 7.10.	Delivery of Certain Documents	122
Section 7.11.	Electronic Delivery	123
Section 7.12.	Beneficial Ownership Certification	124
Section 7.13.	Regulatory Status	124
Section 7.14.	Operation of Project	124
Section 7.15.	Construction of Project; Completion	124
Section 7.16.	Special Proceeds	124
Section 7.17.	Hedging Requirements	126
Section 7.18.	Annual Operating Budget	126
Section 7.19.	Event of Eminent Domain	127
Section 7.20.	Equator Principles	127
Section 7.21.	TC Structure Documents	128
Section 7.22.	Tax Credit Transfer Documents	129
Section 7.23.	Tax Returns of Each HoldCo	130
Section 7.24.	Tax Equity Documents	130
Section 7.25.	Post-Closing Covenants	131
Section 7.26.	Distributions	133
Section 7.27.	Change in Tax Law or Proposed Change in Tax Law	133

SECTION 8. NEGATIVE COVENANTS		134

Section 8.1.	Indebtedness	134
Section 8.2.	Liens	134
Section 8.3.	Transactions with Affiliates	134
Section 8.4.	Fundamental Change	134
Section 8.5.	Line of Business	135
Section 8.6.	Anti-Corruption, Anti-Money Laundering and Sanctions	135
Section 8.7.	Restricted Payments	135
Section 8.8.	Investments	136
Section 8.9.	Disposition of Property	136
Section 8.10.	Hedging Agreements	136
Section 8.11.	Regulations	136
Section 8.12.	Additional Project Documents	136
Section 8.13.	Amendments; Change Orders	137

iii


Section 8.14.	Name and Location; Fiscal Year; Accounting Changes	137
Section 8.15.	Use of Site	137
Section 8.16.	Hazardous Materials	138
Section 8.17.	Borrower Accounts	138
Section 8.18.	Tax Equity Documents	138
Section 8.19.	Partnership; Subsidiaries	138
Section 8.20.	Federal Income Tax Matters	138
Section 8.21.	Title Policies	139

SECTION 9. EVENTS OF DEFAULT AND REMEDIES		139

Section 9.1.	Events of Default	139
Section 9.2.	Remedies	144
Section 9.3.	Liquidation Waterfall	146

SECTION 10. CHANGE IN CIRCUMSTANCES		147

Section 10.1.	Change of Law	147
Section 10.2.	Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Compounded SOFR	148
Section 10.3.	Increased Cost and Reduced Return	148
Section 10.4.	Lending Offices	150

SECTION 11. THE AGENTS		150

Section 11.1.	Appointment and Authorization of the Agents	150
Section 11.2.	Agents and Their Affiliates	151
Section 11.3.	Action by Agents	152
Section 11.4.	Liability of Administrative Agent; Credit Decision	153
Section 11.5.	Indemnity	155
Section 11.6.	Resignation of Agent and Successor Agent	156
Section 11.7.	[Reserved]	157
Section 11.8.	Designation of Additional Agents	157
Section 11.9.	Erroneous Payments to Administrative Agent	157
Section 11.10.	Independent Consultants	158
Section 11.11.	Collateral Agent	159

SECTION 12. MISCELLANEOUS		162

Section 12.1.	Payments Free of Withholding Taxes	162
Section 12.2.	Payment of Other Taxes by the Borrower	162
Section 12.3.	Indemnification by the Borrower	162
Section 12.4.	Evidence of Payments	162


Section 12.5.	Status of Lender	162
Section 12.6.	Status of the Administrative Agent	165
Section 12.7.	Treatment of Certain Refunds	165
Section 12.8.	Defined Term	166
Section 12.9.	Survival	166
Section 12.10.	No Waiver, Cumulative Remedies	166
Section 12.11.	Non-Business Days	166
Section 12.12.	Survival of Representations	166
Section 12.13.	Survival of Indemnities	166
Section 12.14.	Sharing of Set-Off	166
Section 12.15.	Notices	167
Section 12.16.	Counterparts	168
Section 12.17.	Successors and Assigns	169
Section 12.18.	Participants	169
Section 12.19.	Assignments	170
Section 12.20.	Amendments	172
Section 12.21.	Non-Recourse	176
Section 12.22.	Borrower Liability	177
Section 12.23.	Headings	177
Section 12.24.	Costs and Expenses; Indemnification	177
Section 12.25.	Set-off	179
Section 12.26.	Entire Agreement	179
Section 12.27.	Governing Law	180
Section 12.28.	Severability of Provisions	180
Section 12.29.	Construction	180
Section 12.30.	Lenders’ Obligations Several	180
Section 12.31.	Submission to Jurisdiction; Waiver of Jury Trial	180
Section 12.32.	USA PATRIOT ACT	181
Section 12.33.	Confidentiality	181
Section 12.34.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	182
Section 12.35.	Limitations on Liability	182
Section 12.36.	Acknowledgment Regarding Any Supported QFCs Acknowledgment	183
Section 12.37.	Keepwell	184
Section 12.38.	Co-Borrower Relationship	184


EXHIBIT A-1	—	Form of Notice of Construction Loan Borrowing
EXHIBIT A-2	—	Form of Notice of Bridge Loan Borrowing
EXHIBIT A-3	—	Form of Notice of Upsize Bridge Borrowing
EXHIBIT A-4	—	Form of Notice of Continuation/Conversion


EXHIBIT A-5	—	Form of Notice of Issuance
EXHIBIT B-1	—	[Reserved]
EXHIBIT B-2	—	[Reserved]
EXHIBIT B-3	—	[Reserved]
EXHIBIT B-4	—	[Reserved]
EXHIBIT B-5	—	Form of LC Participating Certificate
EXHIBIT C-1	—	Form of Construction Loan Note
EXHIBIT C-2	—	Form of Bridge Loan Note
EXHIBIT C-3	—	Form of Upsize Bridge Loan Note
EXHIBIT C-4	—	Form of LC Note
EXHIBIT D-1	—	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT D-2	—	U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT D-3	—	U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT D-4	—	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT E	—	Form of Assignment and Acceptance
EXHIBIT F-1A	—	Form of IE Reliance Letter (Financial Closing Date)
EXHIBIT F-1B	—	[Reserved]
EXHIBIT F-1C	—	Form of IC Certificate
EXHIBIT F-1D	—	[Reserved]
EXHIBIT F-1E	—	[Reserved]
EXHIBIT F-1F	—	[Reserved]
EXHIBIT F-2A	—	Form of Borrowing Date Certificate
EXHIBIT F-2B	—	Form of IE Drawdown Certificate
EXHIBIT F-2C	—	[Reserved]
EXHIBIT G-1	—	[Reserved]
EXHIBIT G-2	—	[Reserved]
EXHIBIT H	—	[Reserved]
EXHIBIT I-1	—	Project Budgets
EXHIBIT I-2	—	Project Schedules
EXHIBIT J-1	—	Base Case Model
EXHIBIT K	—	[Reserved]
EXHIBIT L	—	[Reserved]
EXHIBIT M	—	Form of American Beech Beginning of Construction Certificate
EXHIBIT N	—	Form of Bluebird Beginning of Construction Certificate
EXHIBIT O	—	Form of Prairie Beginning of Construction Certificate
EXHIBIT P	—	[Reserved]
EXHIBIT Q	—	Form of Bluebird Project Energy Community Adder Certificate


EXHIBIT R	—	Form of Prairie Project Energy Community Adder Certificate


SCHEDULE 1.1(a)	—	Commitments
SCHEDULE 1.1(b)	—	Permitted Liens
SCHEDULE 1.1(c)	—	Cumulative Compounded Rate Formula
SCHEDULE 5.5	—	No Conflicts
SCHEDULE 5.9	—	Litigation
SCHEDULE 5.12	—	Permits
SCHEDULE 5.17	—	Indebtedness
SCHEDULE 5.24	—	Real Property Documents
SCHEDULE 5.29	—	Casualty and Force Majeure Events
SCHEDULE 6.1(d)	—	Consents to Collateral Assignment
SCHEDULE 7.2	—	Insurance
SCHEDULE 8.3	—	Affiliate Transactions
SCHEDULE 12.22(a)	—	Project Commitments
SCHEDULE A	—	[Reserved]
SCHEDULE B	—	IRB Documents

vii

CREDIT AGREEMENT

This Credit Agreement (this “Agreement”) is entered into as of December 31, 2024, by and among (i) MN8 DEVCO 3 LLC, a Delaware limited liability company (the “Devco Borrower”), (ii) MN8 BLEEKER LLC, a Delaware limited liability company (the “Opco Borrower”), (iii) NATIXIS, NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent appointed pursuant to Section 11 in such capacity, the “Administrative Agent”), (iv) NATIXIS, NEW YORK BRANCH, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and (v) THE LC ISSUERS AND LENDERS FROM TIME TO TIME PARTY HERETO. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 1.1 hereof.

Preliminary Statement

WHEREAS, the Borrower (as defined below) has, subject to the terms and conditions set forth in this Agreement, requested that the Lenders (as defined below) provide (a) a construction loan facility and (b) a bridge loan facility, which will be used to support the construction of the Projects (as defined below), subject to certain limitations set forth herein;

WHEREAS, the Borrower has, subject to the terms and conditions set forth in this Agreement, requested that (a) the LC Issuer (as defined below) commit to issue certain Letters of Credit (as defined below) from time to time, in each case, subject to the terms and conditions set forth herein, and (b) the Lenders commit to make LC Loans (as defined below) to the Borrower in order to fund any drawings on any such Letters of Credit issued hereunder; and

WHEREAS, the Lenders and the LC Issuers are willing to provide the above-referenced extensions of credit to the Borrower on the terms and subject to the conditions set forth herein.

Now, therefore, in consideration of the mutual agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION.

Section 1.1. Definitions. The following terms when used herein shall have the following meanings:

“Acceptable Bank” means any bank or trust company which is organized or is licensed as a branch or agency under the laws of the United States of America, Canada or any state or province thereof which has a combined capital and surplus and undivided profits of at least $1,000,000,000 and has outstanding unguaranteed and unsecured long-term indebtedness which is rated “BBB+” or better by S&P or “Baa1” or better by Moody’s.

“Acceptable LC Issuing Bank” means any bank or trust company which is organized or is licensed as a branch or agency under the laws of the United States of America, Canada or any state or province thereof which has a combined capital and surplus and undivided profits of at least $1,000,000,000 and has outstanding unguaranteed and unsecured long-term indebtedness which is rated “A-” or better by S&P or “A3” or better by Moody’s.

“Additional Project Document” means any contract or agreement entered into by (or assigned to) any Project Group Member after the Financial Closing Date that either (a) replaces or is entered into in substitution of an existing Project Document, (b) contains obligations the performance or non-performance of which could be reasonably expected to have a Material Adverse Effect or (c) could reasonably be expected to have payments to or by the Project Group Members or a value in excess of $3,000,000 in the aggregate over the term of such contract or $500,000 per year, and in each case other than Tax Credit Transfer Documents or Tax Equity Documents.

“Administrative Agent” is defined in the preamble of this Agreement.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“Affected Lender” is defined in Section 2.13 hereof.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Indemnitee” is defined in Section 11.5 hereof.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Agreement” is defined in the preamble of this Agreement.

“ALTA Survey” shall mean the Bluebird Survey, the American Beech Survey and the Prairie Survey.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the sum of the Federal Funds Rate in effect on such day plus one half of one percent (0.5%), (c) the sum of Term SOFR in effect on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.0%) and (d) the Floor. Any change in the Alternate Base Rate shall be effective from and including the effective date of such change in the Base Rate, the Federal Funds Rate or Term SOFR, respectively.

“Omnibus Amendment Effective Date” means [ ], 2025.

“American Beech EPC Contract” means that certain PV Engineering, Procurement and Construction Agreement, dated as of September 24, 2024, by and between American Beech Project Company and Pure Power Contractors, LLC, as supplemented by that certain Limited Notice to Proceed, dated as of January 24, 2024, that certain Limited Notice to Proceed #2, dated as of May 31, 2024, that certain Limited Notice to Proceed #3, dated as of June 24, 2024, that certain Limited Notice to Proceed #4, dated as of August 8, 2024, that certain Limited Notice to Proceed #5, dated as of August 14, 2024 and that certain Limited Notice to Proceed #6, dated as of October 10, 2024.

“American ▇▇▇▇▇ ▇▇ BOP Agreement” means that certain HV Balance of Plant Agreement, dated as of September 27, 2024, by and between American Beech Project Company and RES America Construction Inc, as supplemented by that certain Limited Notice to Proceed, dated as of April 23, 2024, that certain Amended and Restated Limited Notice to Proceed, dated as of June 6, 2024, that certain Second Amended and Restated Limited Notice to Proceed, dated as of August 12, 2024, and that certain Third Amended and Restated Limited Notice to Proceed, dated as of August 30, 2024.

“American Beech Interconnection Construction Service Agreement” means that certain Interconnection Construction Service Agreement, dated as of May 2, 2022, by and among PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company, as amended by that certain Agreement to Amend, dated as of May 4, 2023, by and among PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company.

“American Beech Interconnection Service Agreement” means that certain Interconnection Service Agreement, dated as of March 25, 2022, by and among PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company, as amended by that certain Agreement to Amend, dated as of May 4, 2023, by and among PJM Interconnection, L.L.C., American Beech Project Company, and Virginia Electric and Power Company.

“American ▇▇▇▇▇ ▇▇ Operating Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of AC1 ASOA LLC, dated as of January 10, 2023, between American Beech Project Company, Edgecombe AC1 ASOA LLC, and Halifax County Solar LLC, as amended by that certain Amendment to the Second Amended and Restated Limited Liability Company Agreement of AC1 ASOA LLC, dated as of April 14, 2023.

“American ▇▇▇▇▇ ▇▇ Operating Agreement Guaranty” means that certain Guaranty, dated as of December 17, 2024, issued by the Sponsor in favor of JVCo.

“American Beech Module Supplier Parent Guaranty” means that certain Seller Parent Guaranty, dated as of May 16, 2024, issued by Jinko Solar Co., Ltd., in favor of American Beech Project Company.

“American Beech Module Supply Agreements” means, collectively, (a) that certain Project Module Supply Agreement, dated as of May 16, 2024, by and between American Beech

Project Company, and Jinko Solar (U.S.) Industries Inc., as amended by that certain First Amendment to Project Module Supply Agreement, dated as of September 24, 2024, by and between American Beech Project Company and Jinko Solar (U.S.) Industries Inc. and (b) that certain Project Module Supply Agreement, dated as of September 27, 2024, by and between American Beech Project Company and Jinko Solar (U.S.) Industries Inc.

“American Beech Mortgage” means that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (North Carolina) from American Beech Project Company to Chicago Title Insurance Company, a Florida corporation, as Trustee for the benefit of Collateral Agent.

“American Beech PCS Skid and Commissioning Purchase Order” means that certain Purchase Order No. P-0284-6245 for PCS Skids and Commissioning, dated as of July 17, 2024, by and between American Beech Project Company and Sungrow USA Corporation.

“American Beech Power Purchase Agreement” means that certain Renewable Energy Purchase Agreement, dated as of February 1, 2024, by and between American Beech Project Company and Microsoft Corporation.

“American Beech Project” means the approximately 196 MW solar photovoltaic energy project located in Halifax County, North Carolina.

“American Beech Project Beginning of Construction Certificate” means that certain certificate in the form attached as Exhibit M hereto.

“American Beech Project Company” means American Beech Solar LLC, a North Carolina limited liability company.

“American Beech Site” means the real property described on Exhibit A of the American Beech Pro Forma.

“American Beech Title Policy” is defined in Section 7.25(d) hereof.

“American Beech Tracker Supply Agreement” means that certain Tracker Supply Agreement, dated as of September 6, 2024, by and between American Beech Project Company and Nextracker, LLC.

“American Beech Transformer Purchase Agreement” means that certain Purchase Order No. P-0234-911, dated as of August 16, 2019, by and between Virginia Transformer Corporation and American Beech Project Company ( as assignee of BayWa r.e. Solar Projects LLC pursuant to that certain Assignment and Assumption Agreement, dated as of October 20, 2024, by and between BayWa r.e. Solar Projects LLC and American Beech Project Company), as amended by that certain Change Order No. 1, dated February 28, 2020, and that certain Change Order No. 2, dated September 12, 2024.

“American Beech Warehouse Agreements” means, collectively, (a) the Warehousing Services Agreement, dated September 30, 2024, between American Beech Project Company and

▇▇▇▇▇▇▇▇ Worldwide Logistics, (b) the Warehouse Services Agreement, dated September 30, 2024, between American Beech Project Company and Premier Global Logistics, and (c) the Logistics and Warehouse Services Agreement, dated September 30, 2024, between American Beech Project Company and ▇▇▇▇▇ Freight System, Inc.

“Ancillary Services” means services and products related to the attributes of electricity and to the capacity to generate electricity, including black start services, reactive supply and voltage control from generation or other sources, regulation and frequency response service, energy imbalance service, operating reserve-spinning reserve service, operating reserve-supplemental reserve service, generator imbalance service, and other ancillary energy services, in each case, as accepted or approved by (a) FERC under Order No. 888 or 890 or (b) any duly authorized and operating Regional Transmission Organization, Independent System Operator or balancing authority.

“American Beech Survey” is defined in Section 6.1(q)hereof.

“Annual Operating Budget” means, with respect to a Project, an operating budget containing information substantially in the form provided in the tabs labeled “Bluebird Schedule” (with respect to the Bluebird Project), “American Beech Schedule” (with respect to the American Beech Project) and “Prairie Schedule” (with respect to the Prairie Project) in the Base Case Model, to be prepared by the Borrower.

“Anti-Corruption Laws” means any laws, rules or regulations of any jurisdiction relating to or concerning the prevention or prohibition of bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.

“Anti-Money Laundering Laws” means any laws, rules or regulations of any jurisdiction relating to or concerning the prevention or prohibition of money laundering or terrorism, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the U.S. Bank Secrecy Act), as amended by the PATRIOT Act.

“Applicable Law” means any constitution, statute, law, rule, regulation, ordinance, judgment, order, decree or Governmental Approval, or any published directive or requirement which has the force of law, or other governmental restriction which has the force of law, or any determination by, or interpretation of any of the foregoing by, any judicial authority, applicable to and/or binding on a given Person, as the context may require, whether in effect as of the Financial Closing Date or thereafter and, in each case, as amended (including all Environmental Laws and any of the foregoing pertaining to land use or zoning restrictions).

“Applicable Margin” means, for any day, as to any SOFR Loan or Base Rate Loan, as the case may be, the applicable percentages per annum set forth in the table below:


Time Period	SOFR Loan	Base Rate Loan
Up to the first anniversary of the Financial Closing Date.	1.250%	0.250%
From and after the first anniversary of the Financial Closing.	1.375%	0.375%

“Applicable Permit” means, at any time, any material Permit, including any Environmental Permit, land use approval, siting or building permit, decision or authorization given by any Governmental Authority, that is (a) required to be obtained and necessary at such given time in light of the stage of development, construction or operation of any Project (to the extent required by Applicable Law or the Operative Documents) to occupy the applicable Site and construct, test, interconnect, operate, maintain, or own such Project as contemplated by the applicable Operative Documents, and for the applicable Project Company to sell electricity and renewable energy credits therefrom, in each case, in accordance with all Applicable Laws and/or (b) listed on Schedule 5.12; provided that, as of the date of each Credit Event after the Financial Closing Date, the Borrower shall supplement Schedule 5.12 with any additional Applicable Permits that previously were not, but as of the date of such Credit Event are, required to be disclosed pursuant to clause (a) above.

“Application” is defined in Section 2.4(b)(i) hereof.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Disposition” means, with respect to any Person, any sale, assignment, transfer or other disposition by such Person of any personal or real property owned by such Person.

“Asset Disposition Proceeds” means, with respect to any Asset Disposition, the Net Cash Proceeds actually received by the Borrower in connection with such Asset Disposition.

“Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Lender and an assignee (with the consent of any party the consent of which is required by Section 12.19 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Authorized Officer” means, with respect to any Person, the chief executive officer, president, chief financial officer, general counsel, principal accounting officer, treasurer, assistant treasurer, secretary, assistant secretary or any vice president of such Person, or the equivalent position of such Person provided pursuant to the applicable Organizational

Documents, or such other officer or representative (or individual holding a designated authorized office) specifically authorized by such Person’s managing member, board of directors, management committee or equivalent governing body.

“Available Bridge Loan Commitment” means, at any time, the Total Bridge Loan Commitment at such time minus the aggregate principal amount of all Bridge Loans made or deemed made hereunder.

“Available Construction Funds” means, at any time, the sum of, without duplication, (a) the aggregate amount of Available Construction Loan Commitments at such time, (b) the aggregate amount of Available Bridge Loan Commitments at such time, (c) the aggregate amount of Available Upsize Bridge Loan Commitments at such time, (d) any amounts on deposit at such time in the Borrower Accounts that are available for payment of Project Costs, and (e) any liquidated damages, insurance proceeds, or warranty payments under Project Documents received by the Borrower, any Project Company, or an Affiliate of any Project Company (except to the extent such amounts are required to be applied to prepay Loans hereunder).

“Available Construction Loan Commitment” means, at any time, the Total Construction Loan Commitment at such time minus the aggregate principal amount of all Construction Loans made or deemed made hereunder.

“Available LC Commitment” means, at any time, the LC Commitment at such time, minus the aggregate stated amounts of any Letters of Credit issued and outstanding at such time, minus the aggregate amount of any unpaid Reimbursement Obligations in respect of such Letters of Credit, minus the aggregate principal amount of all LC Loans made or deemed made in connection with any Letters of Credit hereunder.

“Available LC Loan Commitment” means, at any time, the aggregate amount of the LC Loan Commitments at such time minus the aggregate principal amount of all LC Loans made or deemed made hereunder, as may be increased at any time pursuant to Section 2.4(c)(ii).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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 pursuant to this Agreement or (y) 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” pursuant to Section 12.20(b)(iv).

“Available Upsize Bridge Loan Commitment” means, at any time, the Total Upsize Bridge Loan Commitment at such time minus the aggregate principal amount of all Upsize Bridge Loans made or deemed made hereunder.

“Back-Leverage Date” means the date on which Completion and SC Funding Date have occurred with respect to a Project.

“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 the United States Bankruptcy Reform Act of 1978 of the United States of America, as amended and as the same may be further amended, and any other Applicable Laws with respect to bankruptcy, insolvency or reorganization that are successors thereto.

“Bankruptcy Default” means an Event of Default occurring under Section 9.1(k) with respect to any Project Group Member.

“Base Case Model” means the financial model as of the Financial Closing Date referenced in Exhibit J-1, as updated pursuant to Section 7.21, Section 7.22 or Section 7.24.

“Base Rate” means for any day the rate of interest, per annum, announced or otherwise established by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, in effect at its principal office in New York City, on such day and notified to the Borrower, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Administrative Agent’s best or lowest rate).

“Base Rate Loan” means a Loan bearing interest at a rate specified in Section 2.5(a) hereof.

“Base Rate Term SOFR Determination Day” is defined in the definition of “Term SOFR”.

“Beginning of Construction Certificate” means each of the American Beech Project Beginning of Construction Certificate, the Bluebird Project Beginning of Construction Certificate and the Prairie Project Beginning of Construction Certificate.

“Beginning of Construction Requirements” means beginning of construction requirements as provided under Notice 2018-59.

“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark Transition Event has occurred with respect to 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 12.20(b)(i).

“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 the 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 at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement (after giving effect to the related Benchmark Replacement Adjustment) would be less than the Floor, such Benchmark Replacement (after giving effect to the related Benchmark Replacement Adjustment) will be deemed to be the Floor for the purposes of this Agreement and the other Credit 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 the 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 at such time.

“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of 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 “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), 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 12.20(b) and other technical, administrative or operational matters) that the Administrative Agent decides (except upon and during the occurrence of an Event of Default, in consultation with the Borrower) 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 decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); and

(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 or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if the then-current Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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, the SOFR Administrator, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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, if the then-current Benchmark is a term rate, 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 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 Credit Document in accordance with Section 12.20(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 12.20(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” is defined in Section 12.36(b) hereof.

“Bluebird Development and Purchase Agreement” means the Development and Purchase Agreement, dated as of the Omnibus Amendment Effective Date, by and between Holdco (Bluebird) and Devco Borrower.

“Bluebird Energy Management Agreement” means the Energy Management Agreement, dated as of December 4, 2023, by and between Bluebird Project Company and Tenaska Power Services Co.

“Bluebird EPC Contract” means that certain Engineering, Procurement and Construction Agreement, dated as of August 25, 2023, by and between Bluebird Project Company and DEPCOM Power, Inc., as amended by that certain Amendment No. 1 to Engineering, Procurement and Construction Agreement, dated as of September 13, 2024, that certain Change Order No. 1, dated as of July 17, 2024, that certain Change Order No. 2, dated as of February 6, 2024, , that certain Change Order No. 4, dated as of February 14, 2024, that certain Change Order No. 5, that certain Change Order No. 8, dated as of April 10, 2024, that certain Change Order No. 9, dated as of April 24, 2024, that certain Change Order No. 11, dated as of April 30, 2024, that certain Change Order No. 12, dated as of May 17, 2024, that certain Change Order No. 13, dated as of June 4, 2024, that certain Change Order No. 14, dated as of September 13, 2024, that certain Change Order No. 15, dated as of August 15, 2024, that certain Change Order No. 18, dated as of August 6, 2024, that certain Change Order No. 19, dated as of August 6, 2024, that certain Change Order No. 23, dated as of September 6, 2024, that certain Change Order No. 24, dated as of September 6, 2024, that certain Change Order No. 26, dated as of November 6, 2024, that certain Change Order No. 27, dated as of November 19, 2024, that certain Change Order No. 31, dated as of November 20, 2024, as supplemented by that certain Limited Notice to Proceed No. 1, dated as of November 14, 2022, that certain Limited Notice to Proceed No. 2, dated as of February 20, 2023, that certain Limited Notice to Proceed No. 3, dated as of July 27, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Bluebird HV EPC Contract” means that certain HV Engineering, Procurement and Construction Agreement, dated as of December 19, 2023, by and between Bluebird Project Company and RES System 3, LLC, as amended by Change Order No. 01, dated as of February 16, 2024, Change Order No. 2, dated as of August 8, 2024, Change Order No. 3, dated as of June 19, 2024, Change Order No. 4, dated as of August 5, 2024, Change Order No. 5, dated as of August 12, 2024, Change Order No. 6, dated as of August 12, 2024, and Change Order No. 7, dated as of October 16, 2024, and as supplement by Limited Notice to Proceed, dated as of February 4, 2023, First Amended & Restated Limited Notice to Proceed, dated as of March 9, 2023, Amendment to the First Amended & Restated Limited Notice to Proceed dated as of May 3, 2023, Second Amended & Restated Limited Notice to Proceed, dated as of June 1, 2023, Third Amended & Restated Limited Notice to Proceed, dated as of August 8, 2023, and Fourth Amended & Restated Limited Notice to Proceed, dated as of October 27, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Bluebird Interconnection Construction Service Agreement” means that certain Interconnection Construction Service Agreement, dated as of January 19, 2021, by and among PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc., as amended by that certain Agreement to Amend, dated as of June 27, 2023, by and among

PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc.

“Bluebird Interconnection Service Agreement” means that certain Interconnection Service Agreement, dated as of July 1, 2021, by and among PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc., as amended by that certain Agreement to Amend, dated as of June 27, 2023, by and among PJM Interconnection, L.L.C., Bluebird Project Company, and East Kentucky Power Cooperative, Inc.

“Bluebird Inverter Supply Agreement” means that certain Purchase Order (P-0235-4918), dated as of September 1, 2023, by and between Bluebird Project Company and Sungrow USA Corporation, as amended by Change Order #1, dated September 22, 2023, Change Order #2, dated October 18, 2023, Change Order #3, dated April 10, 2024, Change Order #4, dated July 12, 2024, Change Order #5, dated August 12, 2024, Change Order #6, dated September 20, 2024, Change Order #7, dated September 20, 2024, and Change Order #8, dated December 5, 2024, entered into pursuant to that certain Master Supply Agreement, dated as of April 21, 2023, by and between BayWa r.e. Solar Projects LLC and Sungrow USA Corporation.

“Bluebird Module Buyer Parent Guaranty” means that certain Buyer Parent Guaranty, dated as of June 6, 2023, issued by BayWa r.e. AG, in favor of Jinko Solar (U.S.) Industries Inc.

“Bluebird Module Supplier Parent Guaranty” means that certain Seller Parent Guaranty, dated as of June 13, 2023, issued by Jinko Solar Co., Ltd., in favor of Bluebird Project Company.

“Bluebird Module Supply Agreement” means that certain Project Module Supply Agreement No. MCUSGT22Q303, dated as of May 16, 2023, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc., as amended by that certain First Amendment to Project Module Supply Agreement, dated as of January 17, 2024, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc., and as amended by that certain Second Amendment to Project Module Supply Agreement, dated as of June 4, 2024, by and between Bluebird Project Company and Jinko Solar (U.S.) Industries Inc.

“Bluebird Mortgage” means that certain Leasehold and Easement Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Kentucky) from Bluebird Project Company to the Collateral Agent.

“Bluebird Power Purchase Agreement” means that certain Amended and Restated Virtual Power Purchase Agreement, dated as of October 23, 2023, by and between Bluebird Project Company and ▇. ▇▇▇▇ & Company LLC.

“Bluebird Project” means the approximately 137 MW solar photovoltaic energy project located in Harrison County, Kentucky.

“Bluebird Project Beginning of Construction Certificate” means that certain certificate in the form attached as Exhibit N hereto.

“Bluebird Project Company” means Bluebird Solar LLC, a Kentucky limited liability company.

“Bluebird Project Energy Community Adder Certificate” means that certain certificate in the form attached as Exhibit Q hereto.

“Bluebird Site” means the real property described on Exhibit A of the Bluebird Pro Forma.

“Bluebird Solar Investments” means Bluebird Solar Investments LLC, a Kentucky limited liability company.

“Bluebird Title Policy” is defined in Section 6.1(q) hereof.

“Bluebird Transformer Purchase Agreement” means that certain Purchase Order No. P-0288-911, dated as of August 23, 2019, by and between Virginia Transformer Corporation and Bluebird Project Company (as assignee of BayWa r.e. Solar Projects LLC, pursuant to that certain Assignment and Assumption Agreement, dated as of September 11, 2023, by and between BayWa r.e. Solar Projects LLC and Bluebird Project Company).

“Bluebird Survey” is defined in Section 6.1(q) hereof.

“Borrower” means, (a) prior to the date on which the Back-Leverage Date for all Projects shall have occurred, collectively, the Devco Borrower and the Opco Borrower, and each, a “Borrower”, and (b) from and after the date on which the Back-Leverage Date for all Projects shall have occurred, the Opco Borrower.

“Borrower Accounts” means the Collateral Accounts and the Revenue Account.

“Borrowing” means a borrowing by the Borrower of a Loan.

“Borrowing Date Certificate” is defined in Section 6.2(a)(ii) hereof.

“Bridge Lender” means any Lender with (a) an obligation to advance Bridge Loans in an aggregate principal amount not to exceed such Lender’s Bridge Loan Commitment or (b) an outstanding Bridge Loan.

“Bridge Loan Amount” means the Bridge Loan Amount (American Beech), the Bridge Loan Amount (Bluebird) or the Bridge Loan Amount (Prairie), as applicable.

“Bridge Loan Amount (American Beech)” means the portion of the Bridge Loan Commitments allocable to the American Beech Project, which principal amount is equal to Fifty-One Million, Four Hundred Fifteen Thousand, Three Hundred Sixty-Two Dollars ($51,415,362).

“Bridge Loan Amount (Bluebird)” means the portion of the Bridge Loan Commitments allocable to the Bluebird Project, which principal amount is equal to Fifty-Six Million, One Hundred Forty-Two Thousand, Five Hundred Twenty-One Dollars ($56,142,521).

“Bridge Loan Amount (Prairie)” means the portion of the Bridge Loan Commitments allocable to the Prairie Project, which principal amount is equal to Sixty-Five Million Seven Hundred Eighty Thousand Two Hundred Nineteen Dollars ($65,780,219).

“Bridge Loan Availability Period” means the period from (and including) the Financial Closing Date through (and including) the Bridge Loan Maturity Date.

“Bridge Loan Commitment” means, at any time with respect to each Lender, such ▇▇▇▇▇▇’s Proportionate Share of the Total Bridge Loan Commitment at such time.

“Bridge Loan Commitment Fees” is defined in Section 3.1(a)(ii) hereof.

“Bridge Loan Facility” is defined in Section 2.2(a) hereof.

“Bridge Loan Maturity Date” means the earlier to occur of (a) July 1, 2026 and (b) the date of any acceleration of the Bridge Loans following an Event of Default.

“Bridge Loan Note” is defined in Section 2.10(d) hereof.

“Bridge Loans” means, collectively, each bridge loan made pursuant to a request by the Borrower under Section 2.2 and each drawing on the Bridge Loan Commitments deemed made pursuant to Section 2.5(d).

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by Applicable Law to close.

“Capital Lease” means, at any time with respect to any Person, any lease of any property of such Person as lessee that should, in accordance with GAAP, be classified and accounted for as a capital lease on a consolidated balance sheet of such Person.

“Capital Lease Obligations” means, as of any date, the amount of the obligations of a Person as lessee under a Capital Lease that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease, incurred or created or assumed as part of the acquisition, construction or improvements of any fixed or capital asset.

“Cash” means money, currency or a credit balance in any account.

“Cash Equivalents” means any of the following, to the extent owned by the Borrower or any of their Subsidiaries:

(a)Dollars or Canadian dollars;

(b)readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or Canada, (ii) the United Kingdom, (iii) Switzerland or (iv) any member nation of the European Union rated “A” (or the equivalent thereof) or better by S&P and “A2” (or the equivalent thereof) or better by

Moody’s, having average maturities of not more than twenty-four (24) months from the date of acquisition thereof; provided that the full faith and credit of such country or such member nation of the European Union is pledged in support thereof;

(c)time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that has combined capital and surplus of at least $250,000,000 or its equivalent (any such bank, an “Approved Bank”), in each case with average maturities of not more than twelve (12) months from the date of acquisition thereof;

(d)commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated “A-2” (or the equivalent thereof) or better by S&P or “P-2” (or the equivalent thereof) or better by ▇▇▇▇▇’▇, in each case with average maturities of not more than twelve (12) months from the date of acquisition thereof;

(e)repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 or its equivalent for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States, (ii) the United Kingdom, (iii) Switzerland or (iv) any member nation of the European Union rated “A” (or the equivalent thereof) or better by S&P and “A2” (or the equivalent thereof) or better by ▇▇▇▇▇’▇, in which such Person shall have a perfected first priority security interest (subject to no other Liens) or title to which shall have been transferred to such Person and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f)marketable short-term money market and similar highly liquid funds either (i) having assets in excess of $250,000,000 or its equivalent, or (ii) having a rating of at least “A-2” or “P-2” from either S&P or ▇▇▇▇▇’▇ (or, if at any time neither S&P nor ▇▇▇▇▇’▇ shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(g)securities with average maturities of twelve (12) months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, the United Kingdom, Switzerland, a member of the European Union or by any political subdivision or taxing authority of any such state, member, commonwealth or territory having an Investment Grade Rating from either S&P or Moody’s (or the equivalent thereof);

(h)investments with average maturities of twelve (12) months or less from the date of acquisition in mutual funds rated “AAA-” (or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s;

(i)investments, classified in accordance with GAAP as current assets of the Borrower in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000 or its equivalent, and, in either case, the portfolios of which are limited such that

substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition; and

(j)investment funds investing at least 90% of their assets in securities of the types described in clauses (a) through (i) above.

“Casualty Event” means an event that causes any property of any Project Company or all or any part of any Project to be lost, damaged, destroyed or rendered unfit for its intended use for any reason whatsoever.

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.

“Change in Control” shall be deemed to have occurred if (i) the Sponsor ceases to legally and beneficially own and control, directly or indirectly, the power to direct or cause (subject, in each case, to the terms of any Tax Equity Arrangement or TC Structure Document) the direction of the management and policies of each Borrower and each Project Company or (ii) the Sponsor ceases to directly or indirectly own one hundred percent (100%) of the equity interests in each Borrower and each Project Company (other than any “Class A” interests owned by the applicable investor under a Tax Equity Arrangement or TC Structure Document and any equity interests sold or otherwise transferred in a Permitted Disposition under clause (k) of the definition of “Permitted Disposition”).

“CITL” means on or after the Financial Closing Date and (1) prior to the execution of any Tax Documents, (a) any amendment, modification, addition or change to U.S. federal income Tax law (including as a result of any issuance, promulgation and/or change in, or of, (i) temporary or final Treasury Regulations, (ii) applicable guidance, notice or announcement, in each case, published in written form by the U.S. Department of the Treasury, Internal Revenue Service or any other Governmental Authority or (iii) the interpretation of the Code or Treasury Regulations attributable to a decision by the United States Tax Court, a United States District Court, United States Court of Appeals or the United States Supreme Court) that has been enacted, promulgated or issued, as applicable, and (b) that materially and adversely affects the tax credits or tax depreciation benefits reasonably anticipated to be received by any Project, or prohibits or materially restricts tax equity investment or transfers of tax credits from any Project under Section 6418 of the Code (or successor provision), or (2) after the execution of any Tax Documents, “CITL” or “Change in Tax Law” (or similar term) as defined in such Tax Documents.

“CITL/Proposed CITL Condition” means, with respect to any Project, the satisfaction of one of the following:

(a)A CITL or Proposed CITL has not yet occurred; or

(b)A CITL or Proposed CITL has occurred, and one of the following is satisfied:

(i)The CITL or Proposed CITL relates to elimination of transferability of tax credits as provided under Section 6418 of the Code, but such Project is subject to approved Tax Equity Documents that do not require the availability of transferability to monetize the tax credits (i.e., not a hybrid tax equity arrangement);

(ii)The CITL or Proposed CITL relates to modification of tax depreciation benefits, but the approved Tax Documents for such Project are solely Tax Credit Transfer Documents or do not require the tax depreciation benefits to be monetized;

(iii)(x) If such Project has Tax Documents then in effect and the CITL or Proposed CITL reduces the amount payable pursuant to a then-existing Tax Documents (determined based on an updated Base Case Model reasonably satisfactory to the Lenders), the Borrowers shall take CITL Remedial Actions in an amount equal to (i) the proceeds previously expected under such Tax Documents prior to the CITL or Proposed CITL minus (ii) the proceeds now expected under such Tax Documents after taking into consideration solely the CITL or Proposed CITL (determined based on an updated Base Case Model reasonably satisfactory to the Lenders); and (y) if such Project does not have a Tax Documents then in effect and the CITL or Proposed CITL reduces the Bridge Loan Commitments or Upsize Bridge Loan Commitments for such Project (determined based on an updated Base Case Model reasonably acceptable to the Lenders), the Borrowers shall take CITL Remedial Actions in an amount equal to such reduction (it being understood that such CITL Remedial Actions shall not be required to cover Upsize Bridge Loan Commitments to the extent that such commitments are already covered under the Equity Contribution Agreement); or

(iv)The Borrowers put in place a new or replacement Tax Documents approved by the Lenders in accordance with Sections 7.22, 7.23 and/or 7.24 for such Project such that (i) if such Project has Tax Documents then in place, the proceeds expected under the new or replacement Tax Documents are anticipated to equal or exceed the amounts previously expected under the applicable Tax Documents (prior to giving effect to such CITL or Proposed CITL) and (ii) if Project does not have Tax Documents then in place, the Bridge Loan Commitments and Upsize Bridge Loan Commitments for such Project reflected in a Base Case Model updated to reflect the new or replacement Tax Documents and reasonably acceptable to the Lenders exceed the sum of the then current Bridge Loan Commitments and Upsize Bridge Loan Commitments in respect of such Project.

“CITL Remedial Actions” means either (i) cause the Sponsor to make, or commit to make (pursuant to an equity contribution agreement in form and substance reasonably acceptable to the Lenders), additional equity contributions, which are applied, or to be applied, to prepay the applicable Bridge Loans or Upsize Bridge Loans (or to pay Project Costs to the extent that such Loans have not been drawn in the applicable amount at such time), or (ii) deliver a guaranty of the applicable Bridge Loans or Upsize Bridge Loans from the Sponsor in form and substance reasonably acceptable to the Lenders, in either case, in the amounts specified where this term is used.

“Class” means, when used in respect of a Commitment, a Construction Loan Commitment, a Bridge Loan Commitment, an Upsize Bridge Loan Commitment, an LC Loan Commitment or an LC Commitment, as applicable.

“Class A Member” means, with respect to a Project subject to a Tax Equity Arrangement, the Tax Equity Investor, and, with respect to a Project subject to a Tax Credit Transfer Arrangement, a to-be-formed entity that will be either an affiliate of the Sponsor, an unrelated third party, or a partnership between an affiliate of the Sponsor and an unrelated third party.

“Class A Member Pledge Agreement” means, with respect to a Project subject to a Tax Credit Transfer Arrangement, a pledge agreement, in form and substance reasonably satisfactory to the Required Lenders, to be entered into in connection with applicable TC Structure Documents by and between an applicable Class A Member Pledgor and the Collateral Agent.

“Class A Member Pledgor” means, with respect to a Project subject to a Tax Credit Transfer Arrangement, any entity that is a wholly-owned affiliate of the Sponsor that is party to applicable TC Structure Documents as a Class A Member.

“Class B Member (American Beech)” means either (a) a to-be-formed direct wholly-owned Subsidiary of a Borrower, which following the SC Funding Date in connection with the American Beech Project, owns one hundred percent (100%) of the “Class B” membership interests in HoldCo (American Beech) or (b) the Class B Member (Bluebird) or Class B Member (Prairie).

“Class B Member (Bluebird)” means MN8 FMG Class B LLC, a Delaware limited liability company.

“Class B Member (Prairie)” means either (a) a to-be-formed direct wholly-owned Subsidiary of a Borrower, which following the HoldCo Effective Date in connection with the Prairie Project, owns one hundred percent (100%) of the “Class B” membership interests in HoldCo (Prairie) or (b) the Class B Member (American Beech) or Class B Member (Bluebird).

“Class B Members” means the Class B Member (American Beech), the Class B Member (Bluebird) and the Class B Member (Prairie), and each, a “Class B Member”.

“Closing Date Distribution Payment” means a payment or Distribution by the Borrower to the Sponsor or its designee on the Financial Closing Date as set forth in the Funds Flow Memorandum delivered pursuant to Section 6.1(w), solely to reimburse any Affiliate of the Borrower for cash contributions (or purchase price) made by such Affiliate to, on behalf of, or in respect of, the Borrower or any Project Company to fund or in respect of Project Costs (including, for the avoidance of doubt, the purchase price paid by the Sponsor and its Affiliates prior to the Financial Closing Date to acquire the Projects), as confirmed by the Independent Engineer, and consistent with the Base Case Model as of the Financial Closing Date; provided that after giving effect to the Closing Date Distribution Payment, the total Equity Contribution shall be equal to or greater than the Minimum Equity Commitment.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all real and personal property that, from time to time, is subject to or is intended or required to become subject to the security interests or Liens granted or purported to be granted by any of the Security Documents.

“Collateral Accounts” has the meaning set forth in the Depositary Agreement.

“Collateral Agent” is defined in the preamble of this Agreement.

“Commitment” means, individually or collectively, as the context requires, a Construction Loan Commitment, a Bridge Loan Commitment, an Upsize Bridge Loan Commitment or an LC Commitment.

“Commitment Fees” means, collectively, Construction Loan Commitment Fees, Bridge Loan Commitment Fees and LC Commitment Fees.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Completion” means, with respect to a Project, the occurrence of each of the following: (a) such Project is interconnected under the applicable Interconnection Agreement, (b) Work Substantial Completion, (c) the Commercial Operation Date under and as defined in the applicable Power Purchase Agreement and (d) from and after the execution of the Tax Equity Documents or TC Structure Documents, as applicable, “substantial completion” and the “placed in service date” (or such similar defined terms as are used in the relevant ECCA or, Tax Credit Sale Agreement or other applicable Tax Equity Document or Tax Credit Transfer Document (other than, for the avoidance of doubt, any Tax Credit Transfer Agreement (Class A))), if applicable.

“Compounded SOFR” is defined in Schedule 1.1(c).

“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.

“Consent” means the consents to collateral assignment identified on Schedule 6.1(d) (including from and after each Project’s Tax Equity Closing Date or TC Structure Effective Date, as applicable, the Interparty Agreement applicable to such Project), by and among the Collateral Agent and the Persons identified therein and in form and substance reasonably satisfactory to the Required Lenders.

“Construction Account” has the meaning set forth in the Depositary Agreement.

“Construction Contracts” means the EPC Contracts, the HV Contracts, the Transformer Purchase Agreements, the Tracker Supply Agreements and the Prairie Module Supply Agreements.

“Construction Lender” means any Lender with (a) an obligation to advance Construction Loans in an aggregate principal amount not to exceed such Lender’s Construction Loan Commitment or (b) an outstanding Construction Loan.

“Construction Loan Amount” means the Construction Loan Amount (American Beech), the Construction Loan Amount (Bluebird) or the Construction Loan Amount (Prairie), as applicable.

“Construction Loan Amount (American Beech)” means the portion of the Construction Loan Commitments allocable to the American Beech Project, which principal amount is equal to One Hundred Seven Million, Nine Hundred Twenty-Five Thousand, Forty-One Dollars ($107,925,041).

“Construction Loan Amount (Bluebird)” means the portion of the Construction Loan Commitments allocable to the Bluebird Project, which principal amount is equal to Fifty One Million Three Hundred Seventy Three Thousand Four Hundred Fifty Dollars ($51,373,450).

“Construction Loan Amount (Prairie)” means the portion of the Construction Loan Commitments allocable to the Prairie Project, which principal amount is equal to Fifty-One Million, Seven Hundred Fifty-Seven Thousand, Two Hundred Seventy-Five Dollars ($51,757,275).

“Construction Loan Availability Period” means the period from (and including) the Financial Closing Date through (and including) the Construction Loan Maturity Date.

“Construction Loan Commitment” means, at any time with respect to each Lender, such ▇▇▇▇▇▇’s Proportionate Share of the Total Construction Loan Commitment at such time.

“Construction Loan Commitment Fees” is defined in Section 3.1(a)(i) hereof.

“Construction Loan Facility” is defined in Section 2.1(a) hereof.

“Construction Loan Maturity Date” means the earliest to occur of (a) July 1, 2026 and (b) the date of any acceleration of the Construction Loans following an Event of Default.

“Construction Loan Note” is defined in Section 2.10(d) hereof.

“Construction Loans” means, collectively, each construction loan made pursuant to a request by the Borrower under Section 2.1 and each drawing on the Construction Loan Commitments deemed made pursuant to Section 2.5(d).

“Construction Management Agreements” means, collectively, the Construction Management Agreement (American Beech), the Construction Management Agreement (Bluebird), the Construction Management Agreement (Prairie), and each a “Construction Management Agreement”.

“Construction Management Agreement (American Beech)” means, that certain Agreement, dated as of October 29, 2024, between the American Beech Project Company and BayWa r.e. Solar Projects LLC.

“Construction Management Agreement (Bluebird)” means, that certain Construction Management and Administrative Services Agreement, dated as of October 29, 2024, between the Bluebird Project Company and BayWa r.e. Solar Projects LLC.

“Construction Management Agreement (Prairie)” means, that certain Construction Management Agreement, dated as of October 29, 2024, between the Prairie Project Company and BayWa r.e. Solar Projects LLC.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controls”, “Controlled” and “Controlling” shall have corollary meanings.

“Covered Entity” is defined in Section 12.36(b) hereof.

“Covered Party” is defined in Section 12.36(a) hereof.

“Credit Documents” means this Agreement, the Notes (if any), the Security Documents, the Fee Letters, the Permitted Hedging Agreements, the Letters of Credit, the Sponsor Equity Contribution Agreement and any other similar documents, agreements or instruments entered into in connection with any of the foregoing or with the transactions contemplated by the Credit Documents.

“Credit Event” means the Financial Closing Date and each Borrowing.

“Credit Rating” means, with respect to (a) a Person, the rating assigned by a Rating Agency to the senior long-term unsecured debt obligations of such Person or, if such Person does not have senior unsecured long-term debt that is rated by a Rating Agency, the rating assigned by a Rating Agency as the corporate credit rating or issuer rating of such Person (in each case not supported by any third party credit enhancement) and (b) any Securities, the rating assigned by a Rating Agency to such Securities. In the event two Rating Agencies have assigned such Person a Credit Rating, the applicable Credit Rating shall be the lower of the two and, in the event more than two Rating Agencies have assigned such Person a Credit Rating, the applicable Credit Rating shall be the second highest of the ratings.

“Debt Service” means, for any period and as of any date of determination, (a) all Obligations payable by the Borrower during such period under this Agreement, including principal payments and net obligations in respect of Permitted Hedging Agreements, and (b) any interest, commitment fees and scheduled fees accrued on the Loans and the LC Obligations and payable during such period, other than fees paid on the Financial Closing Date, but in each case excluding Mandatory Prepayments, Optional Prepayments and the Obligations payable on the Construction Loan Maturity Date.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, 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 and affecting the rights of creditors generally.

“Default” means any event or condition which upon the giving of notice, the lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” is defined in Section 2.9 hereof.

“Default Right” is defined in Section 12.36(b) hereof.

“Defaulting Lender” shall mean, subject to Section 2.14, 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 and the 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 (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due;

(b)has notified the Borrower, the Administrative Agent or any other Lender 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);

(c)has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the 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 the 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 or federal 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 Equity Interest 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 2.14) upon delivery of written notice of such determination to the Borrower and each Lender.

“Depositary” means U.S. Bank, National Association, in its capacity as Depositary under the Depositary Agreement, or its successor or assignee appointed pursuant to the terms of the Depositary Agreement.

“Depositary Agreement” means that certain Depositary Agreement, to be executed in accordance with Section 7.25, among certain of the Loan Parties, the Administrative Agent, the Collateral Agent and the Depositary.

“Devco Borrower” has the meaning given in the preamble.

“Devco Pledgor” means MN8 Energy Development Company LLC, a Delaware limited liability company.

“Development Period Security” means any letter of credit or surety bond provided in respect of any Project Document or Applicable Law that is returned to the Borrower or its affiliate upon the issuance and delivery to the applicable beneficiary thereof of a Letter of Credit issued hereunder.

“Discharge Date” means the date on which this Agreement shall have terminated (other than those provisions the expressly survive such termination), all Commitments shall have been terminated or fully utilized, all Letters of Credit shall have been cancelled or terminated and the principal of and interest on each Loan and all applicable fees and other expenses or amounts payable under this Agreement and all other Obligations (other than unasserted contingent payment obligations that expressly survive the termination of this Agreement) shall have been paid in full in cash.

“Disqualified Person” means (a) a “tax-exempt entity” as defined in Section 168(h)(2) of the Code (unless the exception under Section 168(h)(1)(D) or Section 168(h)(2)(B) of the Code applies) or “tax-exempt controlled entity” as defined in 168(h)(6)(F)(iii) of the Code (unless an election is in effect under Section 168(h)(6)(F)(ii) of the Code); (b) a Person described in Section 50(b)(3) (unless such Person would be subject to tax under Section 511 of the Code on all income from the HoldCo) or Section 50(b)(4) of the Code; (c) a Person whose ownership of a membership interest would result in a disallowance or reduction of ITCs pursuant to Section

50(d) of the Code; or (d) any partnership or other pass-through entity with any direct or indirect owner described in clauses (a)-(c).

“Distribution” means, in respect of any Person: (a) dividends or other distributions or payments on Equity Interests of such Person (except distributions made in the form of Equity Interests of such Person); and (b) the redemption or acquisition of Equity Interests of such Person or of warrants, rights or other options to purchase such Equity Interests (except when made solely in exchange for Equity Interests of such Person).

“Dollars” or “U.S.$” or “$” means lawful money of the United States of America.

“ECCA” means, with respect to a Project subject to a Tax Equity Arrangement, the applicable Tax Equity ECCA, and, with respect to a Project subject to a Tax Credit Transfer Arrangement, the applicable TC ECCA.

“EEA Financial Institution” means (a) any credit institution or investment firm 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 financial 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.

“Environmental Claim” means any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, warning notices, notices of noncompliance or violation, investigations, proceedings, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultants’ fees, arising under or relating in any way to any Environmental Liability, Environmental Law or any Governmental Approval issued under any Environmental Law (hereafter as used in this definition, “Claims”), including (a) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages arising under or pursuant to any applicable Environmental Laws or Permits issued pursuant thereto, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from or relating to any violation of applicable Environmental Laws or any Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment in connection with the Release of or exposure to Hazardous Materials.

“Environmental Consultant” means, with respect to the American Beech Project, ▇▇▇▇▇▇-▇▇▇▇ and Associates, Inc., with respect to the Bluebird Project, Civil & Environmental Consultants, Inc., and, with respect to the Prairie Project, SWCA Environmental Consultants, or, in each case, its successor appointed pursuant to Section 11.10 of this Agreement.

“Environmental Laws” means any and all Applicable Laws relating to pollution, the environment, endangered, threatened or protected species, cultural and archaeological resources, preservation or reclamation of natural resources, the management, Use, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters related to exposure to any Hazardous Material.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities, and including any Lien filed against any real property in favor of any Governmental Authority) of any Project Group Member or any Project directly or indirectly resulting from or based upon (a) the violation of any Environmental Law, (b) the presence, generation, use, handling, transportation, storage, treatment or disposal or arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment, (e) the take of any endangered, threatened or protected species or (f) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any Permit required pursuant to any Environmental Law.

“Environmental Reports” means those certain reports titled (a) Phase I Environmental Site Assessment for the Prairie Solar 1, LLC Project in Champaign County, Illinois, dated October 14, 2024, (b) Phase I Environmental Site Assessment for American Beech Solar Site, Undeveloped Tracts, Halifax County, North Carolina, dated October 7, 2024, and (c) Phase I Environmental Site Assessment for Bluebird Solar Properties, ▇▇▇▇▇▇▇ ▇▇▇▇ Road, Harrison County, Kentucky, dated July 31, 2024, each prepared by such Project’s Environmental Consultant and delivered to the Administrative Agent in accordance with this Agreement.

“EPC Contractors” means, collectively, (i) Pure Power Contractors, LLC a North Carolina limited liability company, in its capacity as contractor under the American Beech EPC Contract, or its successor and permitted assign appointed pursuant to the terms of the American Beech EPC Contract, (ii) DEPCOM Power, Inc., a Delaware corporation, in its capacity as contractor under the Bluebird EPC Contract, or its successor and permitted assign appointed pursuant to the terms of the Bluebird EPC Contract, and (iii) BayWa r.e. Power Solutions, Inc., a California corporation, in its capacity as contractor under the Prairie EPC Contract, or its successor and permitted assign appointed pursuant to the terms of the Prairie EPC Contract, and each, an “EPC Contractor”.

“EPC Contracts” means, collectively, the American Beech EPC Contract, the Bluebird EPC Contract and the Prairie EPC Contract, and each, an “EPC Contract”.

“Equator Principles” means the principles so entitled and described in “Equator Principles – A financial industry benchmark for determining, assessing and managing environmental and social risk in projects” and available at: ▇▇▇▇▇://▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇-▇▇▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇/▇▇/▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇-▇ 2.pdf.

“Equity Contribution” means an amount equal to (a) the sum of (i) any cash contribution to a Borrower or any Project Company by any Affiliate of the Borrower (other than a Project Group Member) and (ii) Project Costs paid by an Affiliate of the Borrower (other than a Project Group Member) without repayment obligations in support thereof by a Borrower or any Project Group Member less (b) Distributions made by the Borrower (or any other Project Group Member) to any of the Borrower’s Affiliates as a reimbursement of amounts described in clauses (a)(i) or (a)(ii). As of the Financial Closing Date and after giving effect to the Closing Date Distribution Payment, the aggregate Equity Contributions are $175,943,282.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means: (a) any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived; (b) the failure of any Plan to satisfy the minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of their ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA; or (h) the incurrence by any

Loan Party or any ERISA Affiliate of any liability pursuant to Section 4063 or 4064 of ERISA or a cessation of operations with respect to a Plan within the meaning of Section 4062(e) of ERISA.

“Erroneous Payment” is defined in Section 11.9(a) hereof.

“Erroneous Payment Notice” is defined in Section 11.9(b) hereof.

“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” means any event or condition identified as such in Section 9.1 hereof.

“Event of Eminent Domain” means any compulsory transfer, seizure or taking by condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking, of any material part of the Collateral, by any agency, department, authority, commission, board, instrumentality or political subdivision of the state where each Project is physically located, the United States or another Governmental Authority having jurisdiction.

“EWG” means an “exempt wholesale generator,” as such term is defined in Section 1262(6) of PUHCA and FERC’s implementing regulations at 18 C.F.R. Part 366.

“Excluded Swap Obligation” means, with respect to a guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of, or the grant by such guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Lender, any LC Issuer or the Administrative Agent or required to be withheld or deducted from a payment to any Lender, any LC Issuer or the Administrative Agent: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in an Obligation pursuant to a law in effect on (i) the Financial Closing Date, (ii) the date on which the

Lender acquires such interest or (iii) the date on which the Lender changes its lending office, except in each case to the extent that, pursuant to Section 12.1 or Section 12.3, amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before the Lender became a party hereto or to the Lender immediately before it changed its lending office, (c) Taxes attributable to the recipient’s failure to comply with Section 12.5 or Section 12.6, and (d) any withholding Taxes imposed under FATCA.

“FATCA” or “Foreign Account Tax Compliance Act” means (a) 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), together with any current or future regulations or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Administrative Agent at approximately 10:00 a.m. (New York time) (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by three or more Federal funds brokers of recognized stranding selected by the Administrative Agent for sale to the Administrative Agent at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount owed to the Administrative Agent for which such rate is being determined.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means, collectively, (a) that certain Mandate Letter, dated as of November 21, 2024, by and between MN8 Energy Operating Company LLC and Natixis, New York Branch and (b) that certain Fee Letter, dated as of the Financial Closing Date, by and between the Borrower, the Administrative Agent and the Collateral Agent.

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

“Financial Closing” means the satisfaction (or waiver in accordance with the terms hereof) of each of the conditions precedent listed in Section 6.1.

“Financial Closing Date” means the date upon which Financial Closing occurs.

“Fitch” means Fitch Ratings, Inc.

“Flood Documents” means (a) evidence as to whether any parcel which constitutes a portion of any Site and on which an improvement is located is a Flood Hazard Property pursuant to a “Life-of-Loan” FEMA Standard Flood Hazard Determination, and (b) if any parcel which constitutes a portion of the Sites and on which an improvement is located is a Flood Hazard

Property, (i) evidence as to whether the community in which such parcel is located is participating in the National Flood Insurance Program; (ii) the Borrower’s written acknowledgment of receipt of written notification from Administrative Agent as to the fact that such parcel is a Flood Hazard Property and as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (iii) evidence that Borrower has obtained the flood insurance required under Section 7.2, which evidence may consist of an application for such insurance policy marked to show that the premium has been paid in full or accompanied by a separate receipt from the insurance provider indicating that the premium was paid in full, a declaration page confirming that the insurance has been issued, or a certificate of such insurance or copy of the policy itself.

“Flood Hazard Property” means any parcel which constitutes a portion of any Site and on which an improvement is located to the extent such parcel is located in a Flood Zone.

“Flood Laws” means the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flood Insurance Act of 2012 and all other Applicable Laws relating to flood insurance.

“Flood Zone” means an area as identified by the Federal Emergency Management Agency as an area having special flood or mud slide hazards.

“Floor” means a rate of interest equal to 0.00%.

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

“Fund” means any Person (other than a natural person) that is a bona fide diversified debt fund primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funding Date Guaranty” means, with respect to each of the Projects (if and to the extent applicable), a guarantee or equity contribution agreement, to be executed by the Sponsor or Affiliate of the Sponsor reasonably satisfactory to all Lenders in favor of the applicable HoldCo under the applicable ECCA, in form and substance reasonably satisfactory to the Required Lenders.

“Funds Flow Memorandum” shall mean the memorandum setting forth the flow of funds on the Financial Closing Date.

“GAAP” means generally accepted GAAP as in effect from time to time in the United States.

“Good-Faith Contest” means the contest of an item if (a) the item is diligently being contested in good faith and, when applicable, by appropriate proceedings timely instituted, (b) adequate reserves are established in accordance with GAAP with respect to the contested

item (if and to the extent GAAP require the establishment of such reserves) and (c) during the period of such contest, the enforcement of any contested item is effectively stayed.

“Governmental Approval” means (a) any authorization, consent, approval, license, lease, ruling, permit, tariff, rate, certification, waiver, exemption, filing, variance, claim, order, judgment or decree of, by or with, (b) any required notice to, (c) any declaration of or with, or (d) any registration by or with, any Governmental Authority.

“Governmental Authority” means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department, ministry, agency, authority, instrumentality, regulatory body, court, central bank or other entity lawfully exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including FERC, NERC and any State PUC.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof or (c) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Completion Date” means (a) with respect to the American Beech Project, the “Guaranteed Commercial Operation Date” as defined in the American Beech Power Purchase Agreement, (b) with respect to the Bluebird Project, the “Guaranteed Commercial Operation Date” as defined in the Bluebird Power Purchase Agreement, (c) with respect to the Prairie Project, the earliest “Guaranteed Commercial Operation Date” as defined in each Prairie Power Purchase Agreement.

“Hazardous Material” means (a) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, friable asbestos, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs) in regulated concentrations, (b) any chemicals, wastes, materials or substances which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or words of similar import under any Environmental Law, (c) any other chemical, waste, material or substance, exposure to which is now or hereafter prohibited, limited or regulated as such under any Environmental Law, and (d) all other materials, substances or wastes of any nature with respect to which liability or standards of conduct are imposed under any Environmental Law.

“Hedging Agreement” means any interest rate protection or swap agreement, foreign currency exchange agreement, commodity (or other product) price protection agreement, power or energy swap agreement or other interest or currency exchange rate or commodity (or other product) or power or energy price hedging arrangement, including any forward sale, put option, synthetic put option, floor, cap, collar or other arrangement entered into by any Person to hedge such Person’s exposure to movements in interest rates, exchange rates or the price of commodities, power, energy or other products. “Hedging Agreement” shall not include any type of Ancillary Service, alternative energy credit, renewable energy credit, energy or capacity sales agreement.

“Hedging Settlement Value” means in respect of any one or more transactions under a Hedging Agreement, the ordinary course settlement amount(s) determined in accordance with such Hedging Agreement, other than any Hedging Termination Value.

“Hedging Termination Value” means in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement or provisions relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been wholly or partially closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as if such Hedging Agreements were to be wholly or partially closed out as of such date and termination value(s) determined in accordance therewith as of such date.

“HoldCo Effective Date” means, with respect to each Project, the date the relevant HoldCo LLCA becomes effective and applies to such Project following its contribution to the relevant HoldCo.

“HoldCo (American Beech)” means a to-be-formed indirect wholly-owned Subsidiary of Opco Borrower, which following the HoldCo Effective Date in connection with the American Beech Project, will own one hundred percent (100%) of the Equity Interests in the American Beech Project Company.

“HoldCo (Bluebird)” means MN8 FMG LLC, a Delaware limited liability company and indirect wholly-owned Subsidiary of Opco Borrower, which following the HoldCo Effective Date in connection with the Bluebird Project will own one hundred percent (100%) of the Equity Interests in the Bluebird Project Company.

“HoldCo (Prairie)” means a to-be-formed indirect wholly-owned Subsidiary of Opco Borrower, which following the HoldCo Effective Date in connection with the Prairie Project, will own one hundred percent (100%) of the Equity Interests in the Prairie Project Company.

“HoldCo LLCA” means with respect to any Project, the amended or amended and restated limited liability company agreement of the applicable HoldCo, expected to be executed on the date of the initial capital contribution related to a Project by the Class A Member(s) to such HoldCo under the Tax Equity ECCADocuments or TC ECCAStructure Documents, as

applicable, by and among the applicable Class B Member and Class A Member, which is in form and substance reasonably satisfactory to all Lenders.

“HoldCos” means HoldCo (American Beech), HoldCo (Bluebird) and HoldCo (Prairie), and each, a “HoldCo”.

“HV Contracts” means the American ▇▇▇▇▇ ▇▇ BOP Agreement and the Bluebird HV EPC Contract, and each, an “HV Contract”.

“IFRS” means International Financial Reporting Standards issued by the IFRS Foundation and the International Accounting Standards Board, as in effect from time to time.

“Improvements” means all buildings, structures, fixtures, and other similar improvements now or hereafter situated on a Site.

“Indebtedness” of any Person means, without duplication: (a) all indebtedness of such Person for borrowed money or with respect to deposits or advances of any kind; (b) all obligations of such Person evidenced by bonds (other than surety, appeal, or performance bonds to the extent that such surety, appeal or performance bonds do not constitute or result in the incurrence of reimbursement obligations payable by such Person), debentures, notes or similar instruments; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade and accounts payable and accrued expenses incurred in the ordinary course of business within one hundred eighty (180) days following the date they were incurred), if such purchase price is (i) due more than six (6) months from the incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument; (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; (f) all Guarantees by such Person of Indebtedness of others; (g) that portion of the obligations with respect to Capital Lease Obligations that is properly classified as a liability on a balance sheet in conformity with GAAP; (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty supporting obligations which would otherwise constitute Indebtedness within the meaning of this definition (excluding, for the avoidance of doubt, letters of credit existing on the Financial Closing Date which are anticipated to be replaced with letters of credit under this Agreement and for which cash collateral in an amount at least equal to the face amount of such letter of credit has been provided to the issuing bank thereof); (i) amounts due and owing by such Person under all Hedging Agreements; and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (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 entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing: (x) any obligation arising from any agreement providing for indemnities, guarantees, earnouts or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or

disposition of assets shall not constitute “Indebtedness” unless and until such obligation becomes due and payable or certain to be due and payable and (y) any Loan under this Agreement shall constitute “Indebtedness”.

“Indebtedness Proceeds” means, with respect to the incurrence or issuance of any Indebtedness by any Project Group Member (other than Permitted Indebtedness), the Net Cash Proceeds received by any of the Project Group Members in connection with such incurrence or issuance.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Credit Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitee” is defined in Section 12.24(b) hereof.

“Independent Consultants” means, collectively, the Environmental Consultant, the Independent Engineer, the Insurance Consultant, and the Transmission Consultant.

“Independent Engineer” means Enertis Solar, Inc. or, as it relates to any Project, a successor appointed pursuant to Section 11.10 of this Agreement.

“Independent Engineer’s Reports” means those certain reports titled (a) Independent Engineering Review for American Beech Solar Photovoltaic Project, dated December 26, 2024, (b) Independent Engineering Review for Prairie Solar Photovoltaic Project, dated December 26, 2024 , and (c) Independent Engineering Review for Bluebird Solar Photovoltaic Project, dated December 26, 2024 , each prepared by such Project’s Independent Engineer and delivered to the Administrative Agent in accordance with this Agreement.

“Independent System Operator” means an “ISO” as such term is defined in Section 3(28) of the FPA, and any entity determined by the FERC to meet the essential characteristics of an Independent System Operator as set forth in Order No. 888, as amended (61 FR 21,540 (May 10, 1996), FERC Stats. & Regs. P 31,036 (1996); order on reh’g, Order No. 888-A, 62 FR 12,274 (Mar. 14, 1997), FERC Stats. & Regs. P 31,048 (1997); order on reh’g, Order No. 888-B, 81 FERC ¶ 61, 248 (1997), order on reh’g, Order No. 888-C, 82 FERC 61,046 (1998), aff’d in relevant part sub nom. Transmission Access Policy Study Group, et al. v. FERC, 225 F.3rd 667 (D.C. Cir. 2000), aff’d sub nom. New York v. FERC, 535 U.S. 1 (2002)).

“Information” means all information received from (or on behalf of) the Sponsor or any of its Subsidiaries or any of their respective Affiliates or Related Parties relating to any of the foregoing or, in each case, any of their respective assets, businesses, or operations, or relating to any of the Operative Documents or the transactions contemplated thereby, other than any such information that is publicly available to the Administrative Agent, the Collateral Agent, any Lender or any LC Issuer on a nonconfidential basis prior to disclosure by the Sponsor or any of its Subsidiaries or any of their respective Affiliates or Related Parties other than as a result of a breach of Section 12.33 by such Person or its Related Parties. Any Person required to maintain

the confidentiality of Information as provided in Section 12.33 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information or, in the case of the Administrative Agent and the Collateral Agent, the confidential information of other customers in similar transactions.

“Insurance Consultant” means ▇▇▇▇▇-▇▇▇▇▇▇ LLC or its successor appointed pursuant to Section 11.10 of this Agreement.

“Insurance Requirements” is defined in Schedule 7.2 attached hereto.

“Interconnection Agreements” means, collectively, the American Beech Interconnection Construction Service Agreement, the American Beech Interconnection Service Agreement, the Bluebird Interconnection Construction Service Agreement, the Bluebird Interconnection Service Agreement and the Prairie Generator Interconnection Agreement, each an “Interconnection Agreement”.

“Interest Period” means, as to any SOFR Loan or SOFR Borrowing, the period commencing on the date of such SOFR Loan or SOFR Borrowing and ending on the following Quarterly Date; provided that (i) if any Interest Period would end on a day other than a U.S. Government Securities Business Day, such Interest Period shall be extended to the next succeeding U.S. Government Securities Business Day unless such next succeeding U.S. Government Securities Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding U.S. Government Securities Business Day, (ii) any Interest Period that commences on the last U.S. Government Securities Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last U.S. Government Securities Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a SOFR Loan or SOFR Borrowing initially shall be the date on which such SOFR Loan or SOFR Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such SOFR Loan or SOFR Borrowing.

“Interparty Agreement” means, with respect to each of the Projects, a customary consent and agreement or interparty agreement among, inter alia, the relevant Class A Members and the Collateral Agent, dated as of the applicable Tax Equity Closing Date or TC Structure Effective Date, in form and substance reasonably satisfactory to the Required Lenders.

“Inverter Supply Agreements” means, collectively, the American Beech PCS Skid and Commissioning Purchase Order, the Bluebird Inverter Supply Agreement and the Prairie PCU Supply Agreement, and each, an “Inverter Supply Agreement”.

“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other Securities of, or capital contribution to, any other Person or any agreement to make any such acquisition or contribution; (b) the making of any deposit with, or

advance, loan, extension of credit to, or purchase or other acquisition of an interest in, any other Person, but excluding any such advance, loan or extension of credit having a term not exceeding one hundred eighty (180) days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; or (c) the entering into of any Guarantee of Indebtedness of any other Person. Notwithstanding the foregoing, Hedging Agreements shall not constitute “Investments”.

“Investment Grade Rating” means, with reference to a Person or any Securities, that the Person has or the Securities have been assigned a Credit Rating of: (a) “BBB” or better by S&P, (b) “Baa2” or better by ▇▇▇▇▇’▇, or (c) “BBB” or better by Fitch.

“IRB Documents” means each of the documents set forth on Schedule B, in substantially the form provided to the Administrative Agent and counsel on or prior to the Financial Closing Date.

“IRB Transaction” means the transactions expressly contemplated by the IRB Documents.

“IRS” means the United States Internal Revenue Service.

“ITC” means the investment tax credit applicable to energy property as defined in Section 48 of the Code, or any successor to such section.

“JVCo” means AC1 ASOA LLC, a Delaware limited liability company.

“Knowledge” means, with respect to any Person, the actual knowledge of any chief executive officer, president, chief financial officer, or principal accounting officer of such Person or any other officer or employee of such Person with responsibility for the matter in question.

“LC Availability Period” is defined in Section 2.4(a)(i) hereof.

“LC Commitment” is defined in Section 2.4(a)(i) hereof.

“LC Commitment Fees” is defined in Section 3.1(a)(iv) hereof.

“LC Credit Event” means (a) the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit or (b) the extension or deemed extension of any LC Loan.

“LC Issuer” or “LC Issuing Bank” means Natixis, New York Branch, and its successors and assigns in such capacity.

“LC Lender” means any Lender with (a) an obligation to advance LC Loans in an aggregate principal amount not to exceed such Lender’s LC Loan Commitment or (b) an outstanding LC Loan.

“LC Loan” means the Loans in respect of Letters of Credit specified in Section 2.4(c)(ii) or, as the context may require, their principal amount from time to time outstanding, whether outstanding as a Base Rate Loan or SOFR Loan or otherwise (each of which is a Type of Loan hereunder).

“LC Loan Commitment” means, with respect to any Lender, the Dollar commitment of such Lender, if any, to acquire participations in the Letters of Credit and make LC Loans pursuant to Section 2.4(c)(ii) in an aggregate principal amount not to exceed the amount set forth under the heading “LC Loans” opposite such ▇▇▇▇▇▇’s name on Part B of Schedule 1.1(a), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its LC Loan Commitment, as applicable, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender under Section 12.19.

“LC Loan Maturity Date” means the earlier to occur of (a) July 1, 2026 and (b) the date of any acceleration of the LC Loans following an Event of Default.

“LC Note” is defined in Section 2.10(d) hereof.

“LC Obligations” means as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate amount of all Reimbursement Obligations with respect to Letters of Credit, if any.

“Lenders” means the banks or other financial institutions from time to time party hereto as lenders and as LC Issuers.

“Lending Office” is defined in Section 10.4 hereof.

“Letter of Credit” is defined in Section 2.4(a)(i) hereof.

“Letter of Credit Fee” is defined in Section 3.1(b) hereof.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan” means an LC Loan, a Construction Loan, a Bridge Loan or an Upsize Bridge Loan, as the context requires.

“Loan Commitments” means the LC Loan Commitments, Construction Loan Commitments, the Bridge Loan Commitments or the Upsize Bridge Loan Commitments, as the context requires.

“Loan Facility” means the LC Loan Commitments, Construction Loan Facility, the Bridge Loan Facility or the Upsize Bridge Loan Facility, as the context requires.

“Loan Parties” means, collectively, (a) the Devco Borrower and Devco Pledgor (in each case, solely prior to the Back-Leverage Dates for all Projects), (b) the Opco Borrower and Opco Pledgor, (c) Prairie Holdings, HoldCo (Prairie) and Prairie Project Company (in each case, solely prior to the Back-Leverage Date for the Prairie Project), (d) Bluebird Solar Investments, HoldCo (Bluebird) and Bluebird Project Company (in each case, solely prior to the Back-Leverage Date for the Bluebird Project), (e) HoldCo (American Beech) and American Beech Project Company (in each case, solely prior to the Back-Leverage Date for the American Beech Project), (f) each Class B Member.

“Loss Proceeds” means insurance proceeds, condemnation awards or other similar compensation, awards, damages and payments or relief (exclusive, in each case of proceeds of business interruption insurance and other payments received for interruption of operations during the applicable period and the proceeds of workers’ compensation, employees’ liability and automobile liability insurance) in respect of any Casualty Event or Event of Eminent Domain.

“Loss Proceeds Account” has the meaning set forth in the Depositary Agreement.

“Major Project Participants” means any Person (other than a Project Group Member) that is party to an Operative Document; provided that such Person shall cease to be a Major Project Participant when all material obligations (other than with respect to confidentiality or any contingent obligations (other than warranty obligations) with respect to which no claim has then been asserted) of such Person under all Operative Documents to which it is a party have been performed and/or paid in full.

“Mandatory Prepayment” is defined in Section 2.8(b)(i) hereof.

“Master Services Agreements” means, with respect to each Project, a Master Services Agreement in substantially the form provided to the Administrative Agent and counsel on or prior to the Financial Closing Date with such changes thereto as are reasonably acceptable to the Administrative Agent, and each, a “Master Services Agreement”.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Borrower and/or any Project, (b) the ability of the Loan Parties to perform their material obligations under the Credit Documents or (c) the validity or enforceability of this Agreement or the other Credit Documents.

“Material Governmental Approvals” means the Governmental Approvals necessary or required for (a) the execution, delivery and performance by the Borrower of the Credit Documents or (b) the development, ownership, construction (as applicable), operation and maintenance of the Projects in accordance with Applicable Law, except, in the case of clause (b), for such Governmental Approvals the failure of which to obtain or maintain could not reasonably be expected to materially or adversely affect any Project.

“Material Indebtedness” means, at any time, any Indebtedness of the Borrower and their Subsidiaries which, individually or collectively, has an aggregate outstanding principal amount at such time in excess of two million Dollars ($2,000,000) (other than (a) Indebtedness

evidenced by any Credit Document, or (b) intercompany Indebtedness among the Borrower or among the Borrower and their Subsidiaries).

“Maturity Date” means the Construction Loan Maturity Date, the Bridge Loan Maturity Date, the LC Loan Maturity Date and the Upsize Bridge Loan Maturity Date, as the context may require.

“MBR Authority” means an order issued by FERC (a) granting, pursuant to Section 205 of the FPA and FERC’s regulations thereunder, authorization to make wholesale sales of electric energy, capacity and, to the extent applicable, certain Ancillary Services at negotiated, market-based rates; (b) accepting a tariff for filing providing for such sales; and (c) granting the regulatory waivers and exemptions, and the blanket authorizations customarily granted to entities with MBR Authority, including blanket authorization for the issuance of securities and assumptions of liabilities under Section 204 of the FPA and FERC’s implementing regulations at 18 C.F.R. Part 34.

“Mechanical Completion Date” means the date on which, (a) with respect to the American Beech Project, “Project Mechanical Completion”, as defined in the American Beech EPC Contract, (b) with respect to the Bluebird Project, “Project Mechanical Completion” as defined in the Bluebird EPC Contract, (c) with respect to the Prairie Project, “Project Mechanical Completion” as defined in the Prairie EPC Contract, occurs.

“Merchant Curve” means merchant energy curves prepared by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any other Person reasonably satisfactory to the Administrative Agent.

“Minimum Equity Commitment” means the greater of (i) 20% of the aggregate amount of Project Costs as set forth in the Base Case Model on the Financial Closing Date and (ii) the aggregate amount of Project Costs as set forth in the Base Case Model on the Financial Closing minus the aggregate Construction Loan Commitments, Bridge Loan Commitments and Upsize Bridge Loan Commitments; provided, that if any Project is sold or transferred pursuant to clause (k) of the definition of “Permitted Disposition”, the Minimum Equity Commitment will be redetermined at such time based on an updated Base Case Model, reasonably satisfactory to the Administrative Agent, updated solely to reflect such sale or transfer and excluding the Project Costs, Project Revenues, Commitments and other items attributable to such Project.

“Module Supplier” means (a) with respect to the Bluebird Project and American Beech Project, Jinko Solar (U.S.) Industries Inc. and (b) with respect to the Prairie Project, Runergy USA Trading LLC.

“Module Supplier Guarantors” means, collectively, the guarantors under the American Beech Module Supplier Parent Guaranty and the Bluebird Module Supplier Parent Guaranty.

“Module Supply Agreements” means, collectively, the American Beech Module Supply Agreements, American Beech Module Supplier Parent Guaranty, Bluebird Module Supply Agreement, Bluebird Module Supplier Parent Guaranty, Bluebird Module Buyer Parent

Guaranty, Prairie Module Supply Agreement and Prairie Module Purchaser Parent Guaranty, and each, a “Module Supply Agreement”.

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

“Mortgages” means the American Beech Mortgage, the Bluebird Mortgage and the Prairie Mortgage.

“Mortgaged Property” has the meaning assigned to the term “Property” in the American Beech Mortgage, Bluebird Mortgage and the Prairie Mortgage, as applicable.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA for which any Loan Party or any ERISA Affiliate had an obligation to contribute over the five (5) preceding calendar years.

“National Flood Insurance Program” means the program created pursuant to the Flood Laws.

“NERC” means the North American Electric Reliability Corporation or any successor, and any regional entity thereunder exercising delegated authority therefrom (or their respective successors).

“Net Cash Proceeds” means, as applicable:

(a)with respect to any Asset Disposition, the excess, if any, of (i) the sum of Cash and Permitted Investments actually received by any Project Group Member in connection with such Asset Disposition (including any Cash or Permitted Investments received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) and not diverted to the Class A Member pursuant to the terms of the applicable HoldCo LLCA over (ii) the sum of (A) the reasonable out of pocket costs, fees, commissions, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connection with such Asset Disposition to the extent such amounts were not deducted in determining the amount referred to in clause (i), (B) federal, state, provincial, foreign and local Taxes reasonably estimated to be actually payable by the Loan Parties within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith to the extent such amounts were not deducted in determining the amount referred to in clause (i), and (C) any amounts due to the Lenders under Sections 2.11 and 10.3 hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section 2.8(c) in connection with a Mandatory Prepayment in connection with such Asset Disposition.

(b)with respect to the incurrence or issuance of any Indebtedness by any Project Group Member the excess, if any, of (i) the sum of the Cash and Permitted Investments actually received by any Project Group Member in connection with such incurrence or issuance and not diverted to the Class A Member pursuant to the terms of the applicable HoldCo LLCA over (ii) the sum of (A) the underwriting discounts and commissions or other similar payments, other

reasonable out of pocket costs, fees, commissions, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connection with such incurrence or issuance to the extent such amounts were not deducted in determining the amount referred to in clause (i), and (B) any amounts due to the Lenders under Sections 2.11 and 10.3 hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section 2.8(c) in connection with a Mandatory Prepayment in connection with such incurrence or issuance of Indebtedness.

(c)with respect to the termination of any Project Document, the excess, if any, of (i) the sum of Cash and Permitted Investments actually received by any Project Group Member in connection with such termination and not diverted to the Class A Member pursuant to the terms of the applicable HoldCo LLCA over (ii) the sum of (A) the reasonable costs, fees, commissions, fees, premiums and expenses (including legal fees and expenses) incurred by the Loan Parties in connection with such termination to the extent such amounts were not deducted in determining the amount referred to in clause (i), and (B) any amounts due to the Lenders under Sections 2.11 and 10.3 hereof (including any associated Hedging Termination Values due to the relevant Permitted Hedging Counterparty) incurred by Borrower following application of Section 2.8(c) in connection with a Mandatory Prepayment in connection with such termination of Project Documents.

(d)with respect to any Casualty Event or Event of Eminent Domain, the aggregate amount of Loss Proceeds actually received by any Project Group Member (including by distribution from its Subsidiary) in connection with such Casualty Event or Event of Eminent Domain, in cash or Cash Equivalents.

“Non-Recourse Entity” is defined in Section 12.21 hereof.

“Non-Recourse Party” is defined in Section 12.21 hereof.

“Note” means, collectively, the Construction Loan Notes, the Bridge Loan Notes, the Upsize Bridge Loan Notes and the LC Notes.

“Notice of Borrowing” means a Notice of Construction Loan Borrowing, Notice of Bridge Loan Borrowing or a Notice of Upsize Bridge Loan Borrowing.

“Notice of Bridge Loan Borrowing” is defined in Section 2.2(b) hereof.

“Notice of Construction Loan Borrowing” is defined in Section 2.1(b) hereof.

“Notice of Continuation/Conversion” is defined in Section 2.7(a) hereof.

“Notice of Issuance” is defined in Section 2.4(b)(i) hereof.

“Notice of Upsize Bridge Loan Borrowing” is defined in Section 2.3(b) hereof.

“O&M Agreements” means, with respect to each Project, an Operations and Maintenance Agreement in substantially the form provided to the Administrative Agent and

counsel on or prior to the Financial Closing Date with such changes thereto as are reasonably acceptable to the Administrative Agent, and each, a “O&M Agreement”.

“Obligations” means, (a) all obligations of the Borrower to pay principal and interest on the Loans; (b) until such time that they become Loans pursuant to Section 2.4(c)(ii), all Reimbursement Obligations; (c) all fees and charges payable under this Agreement; and (d) all other payment obligations of the Borrower and the other Loan Parties arising under or in relation to any Credit Document (including all obligations of the Borrower under the Permitted Hedging Agreements), in each case, whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided, however, that Obligations shall not include any Excluded Swap Obligations.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s Certificate” means a certificate of an Authorized Officer of each applicable Loan Party.

“Opco Borrower” has the meaning given in the preamble.

“Opco Pledgor” means MN8 Portfolio IV LLC, a Delaware limited liability company.

“Operating Costs” means, with respect to each Project, for any period, all actual cash maintenance and operation costs and expenses in relation to such Project paid for such period, all costs and expenses of managing, administering and operating such Project, the costs of repairs and replacements for such period, all applicable federal, state and local taxes, including real estate taxes, paid for such period, insurance premiums and deductibles paid during such period, costs of any utilities and consumables for such period, payments under any lease paid for such period, payments pursuant to the agreements for the management, operation and maintenance of such Project (including, without limitation, pursuant to the applicable Project Documents) paid for such period, all legal, accounting, audit, tax preparation and other professional fees, costs and expenses with respect to such Project paid for such period, costs and expenses in connection with obtaining, transferring, maintaining or amending or otherwise incurred in connection with the requirements of any Applicable Permits paid during such period, and reasonable general and administrative expenses paid during such period, including payments to the Borrower’s Affiliates that are the counterparties to the applicable Project Documents (including, without limitation, any management fees under the Tax Equity Documents or TC Structure Documents, as applicable); provided, however, that Operating Costs shall not include (x) any non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature and (y) interest charges and charges for the payment or amortization of principal of indebtedness of the Borrower (other than those relating to Permitted Indebtedness described in clauses (c), (d), (f) and (i) of the definition thereof).

“Operative Document” means, individually or collectively, as the context may require, the Credit Documents, the Project Documents, and, with respect to each Project, the applicable Tax Equity Documents, TC Structure Documents or Tax Credit Transfer Documents.

“Optional Prepayment” is defined in Section 2.8(a) hereof.

“Organizational Documents” means, as to any Person, the articles of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, partnership agreement or other organizational or governing documents of such Person.

“Original Project Document” means, individually or collectively, as the context may require, the American ▇▇▇▇▇ ▇▇ Operating Agreement, American ▇▇▇▇▇ ▇▇ Operating Agreement Guaranty, the Module Supply Agreements, the Warehouse Agreements, the O&M Agreements, the Bluebird Energy Management Agreement, the Master Services Agreements, the EPC Contracts, the HV Contracts, the Transformer Purchase Agreements, the Tracker Supply Agreements, the Inverter Supply Agreements, the Interconnection Agreements, the Real Property Documents, the Construction Management Agreement, the Power Purchase Agreements, the Prairie Shared Facilities Agreement, and (once executed) the IRB Documents.

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed as a result of a present or former connection between any recipient and the jurisdiction imposing such Tax (other than connections arising from the recipient 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.13(c)).

“Participant Register” is defined in Section 12.18 hereof.

“Participating Interest” is defined in Section 2.4(e)(i) hereof.

“Participating LC Lender” is defined in Section 2.4(e)(i) hereof.

“PATRIOT Act” is defined in Section 12.32 hereof.

“Payment Date” means (a) as to any Base Rate Loan, each of the last Business Day in March, June, September and December in each year and (b) as to any SOFR Loan, the last U.S. Government Securities Business Day of each Interest Period therefor; provided that the first Payment Date shall be the last Business Day in March 2025.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Permits” means any action, approval, consent, waiver, exemption, variance, franchise, approval, ruling, permit, certification, exemption order, authorization, right or license of or from, or filing for registration by or with, a Governmental Authority.

“Permitted Dispositions” means:

(a)any sale, assignment, issuance, transfer or other disposition of any assets or property by and among the Project Group Members (other than any Transfer of ownership interests in any Project Group Member unless such Transfer is made in connection with a Permitted TE/TC Reorganization);

(b)any sale of energy, capacity, alternative energy credits, renewable energy credits, Ancillary Services or other products by a Project Group Member;

(c)the granting or existence of any Permitted Lien;

(d)any Casualty Event or Event of Eminent Domain;

(e)any sale, assignment, transfer or other disposition of any assets, land (including land options) or property that (i) is determined by a Project Group Member to be worn-out, obsolete or not necessary in the business of such Project Group Member, (ii) is sold or transferred at fair market value and (iii) that has a value not in excess of one million Dollars ($1,000,000) per sale or series of related sales and not in excess of two million Dollars ($2,000,000) in the aggregate;

(f)any sale or other such disposition of property (other than Mortgaged Property) so long as the property that is disposed is of equal or lesser value and utility than the property that replaces it (which replacement property shall constitute Collateral as shall be evidenced to the reasonable satisfaction of the Required Lenders) if the aggregate value of the property being replaced in one or a series of related transactions is not in excess of ten million Dollars ($10,000,000);

(g)the transfer or issuance of “Class A” interests (or equivalent) in any HoldCo to the relevant Class A Member in accordance with Tax Equity Documents or TC Structure Documents, as applicable;

(h)transactions permitted pursuant to Section 8.4 or Section 8.8;

(i)any sale, assignment, transfer or other disposition of ITCs made in accordance with applicable Tax Credit Transfer Documents executed in accordance with Section 7.22 or in accordance with an Additional Project Document consented to by the Required Lenders;

(j)Restricted Payments made in accordance with Section 8.7;

(k)so long no Event of Default (other than any Event of Default applicable solely to the Project being sold or transferred) has occurred and is continuing and the prepayment required by Section 2.8(b)(i)(8) is made substantially concurrently with the consummation of such sale or transfer, sales or transfers (including transfers to Affiliates) of any Project, provided, that the American Beech Project shall not be permitted to be sold or transferred prior to the date on which the Mechanical Completion Date with respect to the Prairie Project has occurred; and

(l)any sale, assignment, issuance, transfer or other disposition of any assets or property of Bluebird Project Company to County of ▇▇▇▇▇▇▇▇, Kentucky pursuant to the IRB Transaction, provided, that the Bluebird Project Company retains the right to control and use such assets and property as contemplated under the Project Documents and Credit Documents.

“Permitted Encumbrances” means the specific exemptions to coverage identified in Schedule B to each Title Policy (or the Pro Forma Title Policy delivered on the Financial Closing Date) and exceptions listed or described in the landowner estoppel certificates and reasonably approved (or accepted) by the Required Lenders.

“Permitted Hedging Agreement” means any Hedging Agreement, including with respect to interest rate hedging, entered into by a Borrower with a Permitted Hedging Counterparty that is entered into in the ordinary course of business and not for the purpose of speculation in accordance with Section 7.17.

“Permitted Hedging Counterparty” means any Person (other than the Borrower) that is the Administrative Agent, a Lender or any of their respective Affiliates at the time such Person enters into a Hedging Agreement with the Borrower.

“Permitted Indebtedness” means:

(a)Indebtedness pursuant to this Agreement;

(b)Indebtedness pursuant to the Credit Documents (including obligations of the Borrower under Permitted Hedging Agreements);

(c)solely with respect to the Project Companies, trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable or accrued expenses are (i) not more than sixty (60) days past due or being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) are covered by the applicable Project Budget;

(d)solely with respect to the Project Companies, purchase money or lease obligations to the extent covered by the applicable Project Budget and incurred in the ordinary course of business, in an aggregate amount not to exceed two million Dollars ($2,000,000);

(e)unsecured loans provided by a Borrower, Class B Member or Class A Member to a HoldCo in accordance with the applicable HoldCo LLCA;

(f)Indebtedness consisting of the financing of insurance premiums in the ordinary course of business, in an aggregate amount not to exceed five hundred thousand Dollars ($500,000);

(g)to the extent constituting Indebtedness, obligations under any Permit or Project Document (other than Indebtedness for borrowed money);

(h)any other unsecured Indebtedness (other than from an Affiliate of the Borrower) not to exceed two million Dollars ($2,000,000) in aggregate principal amount, in each such case, incurred for the purpose of working capital, operating reserves, to the extent necessary for the construction and operation of a Project, or for any other purpose not inconsistent with this Agreement;

(i)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft, payment order or other debit drawn, presented or issued against insufficient funds in the ordinary course of business; provided that the Indebtedness described in this clause (i) is extinguished within fifteen (15) Business Days of its incurrence;

(j)Indebtedness existing as of the Financial Closing Date and listed on Schedule 5.17 hereof; and

(k)to the extent constituting Indebtedness, contingent obligations under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees and indemnification obligations, in each case incurred in the ordinary course of business and not in connection with Indebtedness for borrowed money.

“Permitted Investments” means:

(a)investments in 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 of America), in each case maturing in not more than three hundred sixty-five (365) days from the date of acquisition thereof;

(b)investments in certificates of deposit, bankers’ acceptances and time deposits maturing within three hundred sixty-five (365) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any Acceptable Bank;

(c)investments in commercial paper, maturing in not more than three hundred sixty-five (365) days from the date of acquisition thereof, which are rated on the date of acquisition at least A-1 or P-1 by S&P or Moody’s, respectively;

(d)fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with an Acceptable Bank;

(e)investments in money-market funds having assets of at least $500,000,000 which invest solely in securities described in clauses (a) through (d) above and which have a maximum maturity of one (1) year or less after the date of acquisition; provided that, the average maturity date of the holdings in any such funds shall not exceed one hundred eighty (180) days;

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

(g)investments by the Bluebird Project Company and Bluebird Solar Investments in each other or in or to County of Harrison, Kentucky pursuant to the IRB Transaction and investments by the American Beech Project Company in JVCo as required pursuant to the American ▇▇▇▇▇ ▇▇ Operating Agreement (including all payments required thereby).

“Permitted Liens” means:

(a)▇▇▇▇▇ created pursuant to the Operative Documents;

(b)Liens imposed by any Governmental Authority for Taxes that are not yet due and payable or that are the subject of a Good-Faith Contest;

(c)Liens in connection with clauses (b) and (d) of the definition of “Permitted Indebtedness”;

(d)Liens existing as of the Financial Closing Date and listed on Schedule 1.1(b) hereof;

(e)Liens constituting survey restrictions, encumbrances in the nature of zoning restrictions, condemnations, easements, encroachments, covenants, rights-of-way, defects, mineral interests that appear of record, irregularities and rights or restrictions of record on the title or use of real property, in each case that (A) do not secure any monetary obligations, (B) would not materially detract from the value of the applicable property for the use as of the date hereof, (C) would not interfere in any material respect with the ordinary conduct of business of the Borrower as conducted as of the date hereof or as contemplated by the Operative Documents, (D) could not reasonably be expected to result in a material change to the scope of any Project or in a substantial change from the general nature of the business in which any Project Company or the Borrower is engaged on the date of this Agreement or as contemplated by the Operative Documents, and (E) could not reasonably be expected to result in a Material Adverse Effect;

(f)deposits or pledges to secure statutory obligations relating to worker’s compensation and/or unemployment insurance or other social security legislation;

(g)carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, suppliers’, construction or other similar Liens arising in the ordinary course of business or in the restoration, repair or replacement of the Projects in accordance with this Agreement or in connection with the construction of the Projects that are (x) not past-due or (y) are being contested in good faith and that are adequately bonded or in respect of which adequate reserves have been established;

(h)judgment Liens or liens in favor of a Governmental Authority arising in connection with any condemnation or eminent domain proceeding by such Governmental Authority, which proceeding, in each case, does not otherwise constitute an Event of Default;

(i)Liens, deposits or pledges to secure obligations or performance of bids, leases, tenders, or contracts (other than for the repayment of borrowed money), or for purposes of like nature in the ordinary course of its business;

(j)customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code in favor of banks or other financial institutions where the Borrower maintains deposits in the ordinary course of business, which are not created with the intention of effectively securing debt;

(k)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods arising in the ordinary course of business;

(l)Liens solely from precautionary Uniform Commercial Code financing statement filings with respect to operating leases;

(m)Liens securing payment of premiums on insurance to be paid in accordance with Section 7.2; provided, however, that the amount of such Lien shall not exceed the amount of the premium being financed at such time and related taxes, fees and assessments, and any recourse with respect to such Lien shall be limited to the insurance proceeds that are payable in respect of such insurance premium which is being financed;

(n)Liens created pursuant to the Organizational Documents of any Project Group Member of any of its Subsidiaries (including any Tax Equity Documents or TC Structure Documents);

(o)exceptions listed or described in the landowner estoppel certificates and reasonably approved by the Required Lenders;

(p)Permitted Encumbrances;

(q)[Reserved];

(r)farm tenant leases that are legally or contractually subordinate to the applicable Real Property Documents; and

(s)Liens on the assets of the Bluebird Project Company (other than for borrowed money) pursuant to the IRB Documents.

“Permitted TE/TC Reorganization” is defined in Section 8.4 hereof.

“Person” means any natural person, firm, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, state or agency of a state or any association, consortium or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate are (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement (Devco)” means that certain Pledge Agreement, dated as of the Financial Closing Date, duly executed by the Devco Pledgor and the Collateral Agent, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

“Pledge Agreement (Opco)” means that certain Pledge Agreement, dated as of the Financial Closing Date, duly executed by the Opco Pledgor and the Collateral Agent, as amended, restated, modified, renewed, extended, refunded, refinanced, replaced, supplemented or otherwise modified from time to time.

“Pledge Agreements” means, collectively, the Pledge Agreement (Devco), the Pledge Agreement (Opco) and any Class A Member Pledge Agreement.

“Pledgor” means, (a) prior to the date on which the Back-Leverage Date for all Projects has occurred, collectively, the Devco Pledgor and the Opco Pledgor, and each, a “Pledgor”, and (b) from and after the date on which the Back-Leverage Date for all Projects has occurred, the Opco Pledgor.

“Power Purchase Agreements” means, collectively, the Bluebird Power Purchase Agreement, the American Beech Power Purchase Agreement, and the Prairie Power Purchase Agreements, and each, a “Power Purchase Agreement”.

“Power Purchasers” means (a) with respect to the American Beech Power Purchase Agreement, Microsoft Corporation, a corporation organized under the laws of Washington, (b) with respect to the Bluebird Power Purchase Agreement, ▇. ▇▇▇▇ & Company LLC, a New York limited liability company, and (c) with respect to the Prairie Power Purchase Agreement, (i) Akamai Technologies, Inc., a Delaware corporation, (ii) City of Cambridge, a political subdivision and municipal electricity aggregate program, (iii) Wayfair LLC, a Delaware limited liability company and (iv) Teradyne, Inc., a Massachusetts corporation.

“Prairie EPC Contract” means that certain Engineering, Procurement and Construction Agreement, dated as of October 18, 2024, by and between Prairie Project Company and BayWa r.e. Power Solutions, Inc., including that certain Limited Notice to Proceed, dated as of December 29, 2023, by and between Prairie Project Company and BayWa r.e. Power Solutions, Inc.

“Prairie Generator Interconnection Agreement” means that certain Generator Interconnection Agreement, dated as of October 24, 2022, by and among Prairie Project Company and Ameren Services Company as agent for Ameren Illinois Company d/b/a/ Ameren Illinois and the Midcontinent Independent System Operator, Inc.

“Prairie Holdings” means Prairie Solar Holdings LLC, a Delaware limited liability company.

“Prairie Module Purchaser Parent Guaranty” means that certain Limited Guaranty, dated as of August 23, 2024, made by BayWa r.e. Solar Projects LLC in favor of Runergy USA Trading LLC.

“Prairie Module Supply Agreement” means that certain Module Supply Agreement, dated as of May 24, 2024, by and between Prairie Project Company and Runergy USA Trading LLC.

“Prairie Mortgage” means that certain Leasehold and Easement Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Illinois) from Prairie Project Company for the benefit of Collateral Agent .

“Prairie PCU Supply Agreement” means that certain Supply Agreement dated September 18, 2024, between Prairie Project Company and GE Grid Solutions, LLC.

“Prairie Power Purchase Agreements” means, collectively, (a) that certain Renewable Energy Product Purchase Agreement, dated as of September 26, 2023, by and between Prairie Project Company and Akamai Technologies, Inc., a Delaware corporation, (b) that certain Renewable Energy Product Purchase Agreement, dated as of September 14, 2023, by and between Prairie Project Company and City of Cambridge, a political subdivision and municipal corporation of the Commonwealth of Massachusetts, (c) that certain Renewable Energy Product Purchase Agreement, dated as of December 16, 2022, by and between Prairie Project Company and Teradyne, Inc., a Massachusetts corporation, as amended by that certain First Amendment to Renewable Energy Product Purchase Agreement, dated June 20, 2023, that certain Second Amendment to Renewable Energy Product Purchase Agreement, dated July 21, 2023, that certain Third Amendment to Renewable Energy Product Purchase Agreement, dated August 19, 2023, that certain Fourth Amendment to Renewable Energy Product Purchase Agreement, dated August 25, 2023, that certain Fifth Amendment To Renewable Energy Product Purchase Agreement, dated September 1, 2023, and that certain Sixth Amendment to Renewable Energy Product Purchase Agreement, dated September 8, 2023, and (d) that certain Renewable Energy Product Purchase Agreement, dated as of December 22, 2022, by and between Prairie Project Company and Wayfair LLC, a Delaware limited liability company, as amended by that certain First Amendment to Renewable Energy Product Purchase Agreement, dated June 16, 2023, that certain Second Amendment to Renewable Energy Product Purchase Agreement, dated July 21, 2023, that certain Third Amendment to Renewable Energy Product Purchase Agreement, dated August 19, 2023, that certain Fourth Amendment to Renewable Energy Product Purchase Agreement, dated August 31, 2023, and that certain Fifth Amendment To Renewable Energy

Product Purchase Agreement, dated September 8, 2023, and each of the agreements in the foregoing clauses (a) through (d) individually, a “Prairie Power Purchase Agreement”.

“Prairie Project” means the approximately 183 MW solar photovoltaic energy project located in Champaign County, Illinois.

“Prairie Project Beginning of Construction Certificate” means that certain certificate in the form attached as Exhibit O hereto.

“Prairie Project Company” means, Prairie Solar 1, LLC, a Delaware limited liability company.

“Prairie Project Energy Community Adder Certificate” means that certain certificate in the form attached as Exhibit R hereto.

“Prairie Shared Facilities Agreement” means (a) that certain Consent Agreement, dated as of March 27, 2023, by and between Prairie Project Company and Little Prairie Solar LLC and (b) that certain Shared Facilities Agreement, dated as of August 21, 2024, by and between Prairie Project Company and Little Prairie Solar LLC.

“Prairie Site” means the real property described on Exhibit A-2 of the Prairie Pro Forma.

“Prairie Title Policy” is defined in Section 7.25(d) hereof.

“Prairie Tracker Pile Purchase Order” means that certain Purchase Order No. P0284-6259, dated September 5, 2024, by and between Prairie Project Company and Unimacts Global, LLC, as amended by Change Order No. 1, dated September 19, 2024.

“Prairie Tracker Supply Agreement” means that certain Tracker Master Supply Agreement, dated as of August 30, 2024, by and between Prairie Project Company and Array Tech, Inc., a New Mexico corporation.

“Prairie Transformer Purchase Agreement” means that certain Purchase Order No. P-0235-911, dated as of August 23, 2019, by and between Virginia Transformer Corporation and Prairie Project Company (as assignee of BayWa r.e. Solar Projects LLC, pursuant to that certain Assignment and Assumption Agreement, dated as of September 11, 2023, by and between BayWa r.e. Solar Projects LLC and Prairie Project Company), as amended by that certain Change Order No. 1, dated February 28, 2020, and that certain Change Order No. 2, dated January 9, 2024.

“Prairie Survey” is defined in Section 6.1(q) hereof.

“Prairie Warehouse Agreement” means the Warehouse Agreement, dated as of October 3, 2024, between Prairie Project Company and ▇.▇. ▇▇▇▇▇▇▇▇ Worldwide, Inc.

“Prepayment Date” is defined in Section 2.8(b)(ii) hereof.

“Pro Forma Title Policy” means each of the Bluebird Pro Forma, the American Beech Pro Forma, and the Prairie Pro Forma.

“Project Budgets” is defined in Section 6.1(n) hereof.

“Project Companies” means the American Beech Project Company, the Bluebird Project Company and the Prairie Project Company, and each, a “Project Company”.

“Project Completion Date” means, the earliest of (i)(a) with respect to the American Beech Project, May 31, 2026, (b) with respect to the Bluebird Project, December 31, 2025, and (c) with respect to the Prairie Project, June 30, 2026, (ii) sixty (60) days prior to the “Completion Deadline”, “Commitment Expiration Date” or similar term as defined in the Tax Equity Documents or TC Structure Documents, as applicable, for such Project (such date, the “Tax Document Deadline”), as such date is actually extended under the applicable Tax Equity Documents or TC Structure Documents and (iii) sixty (60) days prior to the Guaranteed Completion Date, for such Project, as such date is actually extended under the applicable Power Purchase Agreements.

“Project Costs” means, with respect to any Project, (a) the costs of developing, designing, engineering, equipping, procuring, constructing, starting up, commissioning, acquiring and testing such Project necessary to cause Completion to occur in accordance with the applicable Project Documents (including costs and fees paid or payable to third parties (including any payments previously made to the original developer of such Project)), including the cost of all labor, services, materials, supplies, equipment, tools, transportation, supervision, storage, training, balance of plant contingency, demolition, site preparation, civil works, remediation and allocated overhead confirmed by the Independent Engineer in connection therewith; (b) the cost to the Borrower of constructing the switching station and feeder lines and substation interconnecting such Project to the applicable transmission system, interconnecting and synchronizing such Project to such system and completing any necessary or desirable transmission system upgrades; (c) all costs and expenses incurred prior to or during the Construction Loan Availability Period in respect of the Project Documents, including, without limitation, remediation costs and any payments and liquidated damages paid by or on behalf of Borrower or any of its Affiliates under the Project Documents and any other contract or agreement relating to the Projects (including the reimbursement of any such Project Costs paid by an Affiliate); (d) the cost of acquiring and using any fee, lease, easement and any other necessary interest in the applicable Site; (e) real and personal property taxes, ad valorem taxes, sales, use and excise taxes and insurance (including title insurance) premiums payable with respect to such Project incurred prior to or during the Construction Loan Availability Period; (f) all interest costs (including any net payments payable by the Borrower under the Permitted Hedging Agreements or any capitalized interest in respect of the Construction Loans or Bridge Loans) and fees (including any capitalized Commitment Fees in respect of the Construction Loans and Bridge Loans, and all fees, interest and other amounts payable by the Borrower under the Credit Documents, but excluding reimbursement obligations of the Borrower with respect to drawings under any letter of credit issued hereunder) in respect of the Obligations during the Construction Loan Availability Period; (g) initial working capital requirements of such Project as

set forth in the applicable Project Budget; (h) the costs of acquiring Permits for such Project incurred prior to or during the Construction Loan Availability Period; (i) all general and administrative costs of the Borrower and its Subsidiaries attributable to such Project incurred prior to or during the Construction Loan Availability Period as set forth in the applicable Project Budget; (j) the cost of establishing a spare parts inventory for such Project (if any); and (k) all other fees, costs and expenses incurred by the Borrower or any of its Affiliates relating to the development, construction, acquisition and closing of the financing (including any tax equity financing) or tax credit monetization for such Project, other than any development fee payable to the Sponsor or its Affiliates. For the avoidance of doubt, to the extent consistent with the foregoing, “Project Costs” shall include (i) all fees, costs, expenses and payments due under the applicable Power Purchase Agreement (including settlement payments) incurred prior to or during the Construction Loan Availability Period and (ii) financial, legal and consulting fees, costs and expenses as set forth in the applicable Project Budget.

“Project Document Proceeds” means Net Cash Proceeds in respect of the termination of any Project Document (other than in the case of IRB Documents, amounts paid by a Project Group Member).

“Project Documents” means the Original Project Documents and the Additional Project Documents.

“Project Entity” means the Borrower and each HoldCo.

“Project Group Member” means, collectively, each Borrower and their Subsidiaries.

“Project Revenues” means the sum of all cash (including by distribution or otherwise) received by the Borrower and its Subsidiaries derived from the indirect ownership or operation of the Projects (other than Net Cash Proceeds (excluding, for the avoidance of doubt, any capital contributions made by a Class A Member pursuant to the Tax Equity Documents or the TC Structure Documents, any payment pursuant to the Tax Credit Transfer Documents, Net Cash Proceeds that constitute revenue replacements (including delay damages and business interruption)) and amounts required to be applied as a Mandatory Prepayment).

“Project Schedule” is defined in Section 6.1(o) hereof.

“Projects” means the American Beech Project, the Bluebird Project and the Prairie Project, and each, a “Project”.

“Property” or “Properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, ▇▇▇▇▇▇ or inchoate.

“Proposed CITL” means on or after the Financial Closing Date and (1) prior to the execution of any Tax Documents, any (a) proposed Treasury Regulations or (b) proposed amendment, modification, addition or change to U.S. federal income Tax law that is in the form of (i) a bill passed or adopted by either house of the U.S. Congress, or (ii) a bill reported by the House Ways and Means Committee or the Senate Finance Committee, in each case of the

preceding clauses (a) – (b), (A) if it was issued as a final or temporary Treasury Regulation or became law would, in each case, be a CITL, and (B) such proposed Treasury Regulations or proposed legislation has a reasonable likelihood of being issued as a final or temporary Regulation or becoming law, as applicable (taking into account for this purpose any direct, written opposition or support issued, published, announced or otherwise publicly disseminated by Congress, the Executive Branch, the Internal Revenue Service, the U.S. Department of Treasury or any other relevant Governmental Authority), or (2) after the execution of any Tax Documents, “Proposed CITL” or “Proposed Change in Tax Law” (or similar term) as defined in such Tax Documents; provided, however, if, after the occurrence of clause (B), as a result of intervening events, the parties mutually agree that such Proposed CITL is no longer reasonably likely to be issued or become law, such Proposed CITL shall cease to be a Proposed CITL.

“Proportionate Share” means, with respect to each Lender, the percentages set forth opposite such Lender’s name in the applicable part of Schedule 1.1(a) corresponding to the applicable Loan Facility, as such Schedule may be amended from time to time and as such percentages may be modified from time to time as a result of transfers of Loan

CONSENT AND OMNIBUS AMENDMENT

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