Tax Loss Policy means, with respect to each Subject Fund, a policy of insurance or other credit enhancement product for the benefit of the Collateral Agent, under which the Tax Loss Insurer will, subject to the terms and conditions of the Tax Loss Policy, pay, or such other credit enhancement product will be used to pay, to the Collateral Agent the amount of any Tax Loss Indemnity required to be paid by SolarCity and not paid by SolarCity when due under the applicable Project Documents, up to an aggregate amount and subject to a retention limit, deductible or other similar amount, approved by the Administrative Agent in its reasonable discretion.
So long as no Notice of Suspension is in effect, and no Event of Default has occurred and is continuing, a Subsidiary Party may withdraw and transfer amounts on deposit in the Tax Loss Reserve Subaccount set forth opposite such Subsidiary Party's name on Item B to Schedule III hereto if necessary to satisfy any Tax Loss Policy Deductible applicable to such Subsidiary Party.
Subject to the prior satisfaction of the conditions precedent described in Section 2 hereof, the Administrative Agent and the Required Group Agents agree (A) to extend the deadline under Section 11.11(a) of the Loan Agreement with respect to delivery of a Tax Loss Policy to November 25, 2015 (such date, the "Required Delivery Date") and (B) that failure to deliver any Tax Loss Policy before the Required Delivery Date shall not constitute a Default or Event of Default.
This Action shall be effective upon the receipt by (i) the Administrative Agent of counterparts of this Action, executed and delivered by each of the other parties hereto and (ii) the Collateral Agent of a Power of Attorney (each, a "Power of Attorney"), in form and substance reasonably acceptable to the Collateral Agent, from the Borrower, with respect to all rights of the Borrower, in its capacity as managing member of the named insured under each Tax Loss Policy in place as of the date hereof.
No later than five (5) Business Days following the first issuance of a Tax Loss Policy, the Borrower shall deliver to the Collateral Agent a notarized copy of each Power of Attorney.