Contract analysis

ARTICLE 1 — DEFINITIONS For purposes of this Guaranty, the following terms shall have the meanings ascribed to them below. Any capitalized term used but not defined in this Guaranty shall have the meaning ascribed to such term in the PPA. "Beneficiary" means Saguaro Flats Solar LLC, a Delaware limited liability company, and its permitted successors and assigns under the PPA and this Guaranty. "Business Day" has the m

Section 2.1 — Guaranty of Payment and Performance Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Beneficiary the full and punctual payment and performance of each and every Guaranteed Obligation when and as the same shall become due and payable or performable, whether at stated maturity, by acceleration, or otherwise, subject in all cases to the Guaranteed Amount cap set forth in Section

Section 2.2 — Guaranteed Amount Cap Notwithstanding anything to the contrary in this Guaranty, Guarantor's aggregate liability under this Guaranty shall not exceed, at any time, the Guaranteed Amount of Fourteen Million Dollars ($14,000,000). Any payments made by Guarantor to Beneficiary (or to the Administrative Agent on behalf of Beneficiary) pursuant to this Guaranty shall reduce the then-available Guaranteed Amou

Section 2.3 — Nature of Guaranty This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (a) the termination of this Guaranty in accordance with Article 8 hereof, or (b) the irrevocable, indefeasible payment and performance in full of all Guaranteed Obligations. This Guaranty shall not be discharged, diminished, or otherwise affected by: (a) any amendment, modification, s

ARTICLE 3 — DEMAND AND PAYMENT PROCEDURES

Section 3.1 — Demand for Payment In the event that any Guaranteed Obligation has become due and payable by Buyer under the PPA and Buyer has failed to pay or perform such Guaranteed Obligation within any applicable notice and cure period provided under the PPA, Beneficiary may make demand upon Guarantor for payment by delivering a written demand to Guarantor (a "Demand") substantially in the form set forth in Schedul

Section 3.2 — Timing of Payment Guarantor shall pay the amount set forth in a conforming Demand within thirty (30) Business Days following Guarantor's receipt of such Demand. All payments by Guarantor under this Guaranty shall be made in lawful currency of the United States in immediately available funds by wire transfer to the account designated by Beneficiary in the applicable Demand. If Guarantor disputes any Dema

Section 3.3 — No Set-Off Guarantor shall make all payments required under this Guaranty without set-off, counterclaim, recoupment, defense, or deduction of any kind, except to the extent that any such defense is expressly preserved under this Guaranty. No payment by Guarantor shall be subject to any withholding or deduction for or on account of any taxes, unless required by applicable law, in which case Guarantor sha

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Beneficiary as of the date hereof, and shall be deemed to reaffirm each such representation and warranty as of the date of each Demand, as follows:

Section 4.1 — Organization and Good Standing Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor is duly qualified to transact business and is in good standing in the State of Texas and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where th

Section 4.2 — Authority and Authorization Guarantor has full corporate power and authority to execute, deliver, and perform this Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action on the part of Guarantor, including any required approvals of Guarantor's board of directors or

Section 4.3 — Enforceability This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceabilit

Section 4.4 — No Conflicts The execution, delivery, and performance of this Guaranty by Guarantor do not and will not: (i) violate, conflict with, or result in a breach or contravention of the certificate of incorporation, bylaws, or other organizational documents of Guarantor; (ii) violate, conflict with, or result in a breach of any applicable law, statute, rule, regulation, ordinance, order, judgment, decree, or i

Section 4.5 — Litigation There is no action, suit, proceeding, claim, arbitration, or governmental investigation pending or, to Guarantor's knowledge after reasonable inquiry, threatened against or affecting Guarantor before any court, arbitrator, governmental body, agency, or official that would, individually or in the aggregate, reasonably be expected to materially impair Guarantor's ability to perform its obligati

Section 4.6 — Credit Rating As of the date hereof, Guarantor maintains a corporate credit rating of not less than BBB from Pinnacle Ratings Group, and Guarantor satisfies the Minimum Credit Requirement. Guarantor has not received any written notice from Pinnacle Ratings Group that its corporate credit rating is under review for possible downgrade to below investment grade.

Section 4.7 — Financial Condition Guarantor's most recently filed annual report on Form 10-K with the United States Securities and Exchange Commission (the "SEC") and the audited consolidated financial statements contained therein (including the notes thereto) fairly present, in all material respects, the consolidated financial position, results of operations, and cash flows of Guarantor and its consolidated subsidia

ARTICLE 5 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees that, throughout the term of this Guaranty:

Section 5.1 — Maintenance of Existence Guarantor shall maintain its corporate existence and its good standing under the laws of the State of Delaware and shall maintain its qualification to do business in the State of Texas and in each other jurisdiction in which the failure to maintain such qualification would reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations

Section 5.2 — Financial Reporting Upon Beneficiary's reasonable written request (which shall not be made more frequently than once per calendar year), Guarantor shall furnish or make available to Beneficiary the following financial information: (i) Guarantor's audited annual consolidated financial statements (including balance sheet, income statement, statement of cash flows, and accompanying notes), prepared in acco

Section 5.3 — Notice of Material Adverse Change Guarantor shall promptly (and in any event within ten (10) Business Days) notify Beneficiary in writing of any event, condition, or circumstance that has occurred or that Guarantor reasonably believes is likely to occur that would reasonably be expected to have a material adverse effect on Guarantor's financial condition, business, or results of operations to such exten

Section 5.4 — Notice of Credit Rating Downgrade Guarantor shall notify Beneficiary in writing within five (5) Business Days following any downgrade of Guarantor's corporate credit rating by Pinnacle Ratings Group to below BBB− (i.e., to below investment grade) or any withdrawal of such credit rating. Such notice shall describe the nature and extent of the rating action and shall set forth Guarantor's proposed plan, i

Section 5.5 — Minimum Credit Requirement Guarantor shall maintain a corporate credit rating from Pinnacle Ratings Group of not less than BBB− (investment grade) at all times during the term of this Guaranty. In the event that Guarantor's corporate credit rating is downgraded by Pinnacle Ratings Group to below BBB− (or is withdrawn), Guarantor shall, within thirty (30) days following the effective date of such downgra

Section 5.6 — No Merger or Consolidation Without Assumption Guarantor shall not merge with or into, or consolidate with, any other entity, or sell, transfer, or convey all or substantially all of its assets to any other entity, unless: (a) the surviving, resulting, or transferee entity (if other than Guarantor) expressly assumes in writing, in form and substance reasonably satisfactory to Beneficiary, all of Guaranto

ARTICLE 6 — WAIVERS BY GUARANTOR

Section 6.1 — Waivers of Defenses Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following: (a) notice of acceptance of this Guaranty by Beneficiary; (b) notice of the creation, renewal, extension, accrual, or existence of any Guaranteed Obligations, or of the terms, amounts, or conditions thereof; (c) notice of any default, non-payment, or non-performance by Buyer under the P

Section 6.2 — Consent to Modifications Guarantor hereby consents to any and all amendments, modifications, supplements, extensions, renewals, restatements, or waivers of any provision of the PPA that may hereafter be made or granted by Beneficiary, in each case without notice to Guarantor and without affecting, impairing, or releasing Guarantor's obligations hereunder; provided, however, that no amendment, modificati

Section 6.3 — Waiver of Subrogation Until all Guaranteed Obligations have been irrevocably paid and performed in full and this Guaranty has terminated in accordance with Article 8, Guarantor hereby waives, and agrees not to exercise or assert, any and all rights that Guarantor may have or acquire: (a) of subrogation against Buyer or any other person or entity with respect to any Guaranteed Obligation; (b) of contribu

ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Guarantor Events of Default The occurrence of any of the following events or conditions shall constitute a "Guarantor Event of Default" under this Guaranty: (a) Payment Default. Guarantor fails to make any payment required to be made under this Guaranty when due, and such failure continues for a period of ten (10) Business Days after receipt by Guarantor of written notice from Beneficiary specifying suc

Section 7.2 — Remedies Upon the occurrence and during the continuance of a Guarantor Event of Default, Beneficiary may, at its sole discretion, exercise any or all of the following remedies: (i) declare all Guaranteed Obligations immediately due and payable (subject in all cases to the Guaranteed Amount cap set forth in Section 2.2), without further notice or demand, and Guarantor shall promptly pay the amount of all

ARTICLE 8 — TERM AND TERMINATION

Section 8.1 — Effective Date This Guaranty shall become effective upon execution and delivery hereof by Guarantor. For the avoidance of doubt, this Guaranty shall become effective regardless of whether the PPA has achieved the Commercial Operation Date or any other milestone thereunder.

Section 8.2 — Expiration This Guaranty shall remain in full force and effect until the later of: (a) the date on which all Guaranteed Obligations have been irrevocably and indefeasibly paid and performed in full (such that no further Guaranteed Obligations are or may become outstanding under the PPA); and (b) the date that is sixty (60) days following the expiration or earlier termination of the PPA in accordance wit

Section 8.3 — Survival The obligations of Guarantor with respect to Guaranteed Obligations arising or accruing prior to the expiration or termination of this Guaranty, and any obligations of Guarantor under Demands made prior to or within the sixty (60)-day period described in Section 8.2, shall survive such expiration or termination and shall continue until all such obligations have been irrevocably and indefeasibly

Section 8.4 — Early Termination by Beneficiary Beneficiary may terminate this Guaranty at any time in its sole and absolute discretion by delivering written notice to Guarantor in accordance with Section 11.3. Such termination shall be effective upon receipt of such notice by Guarantor; provided, however, that such termination shall not release Guarantor from any obligations or liabilities with respect to Demands pre

Section 9.1 — Subordination of Claims Any indebtedness, liabilities, or obligations of Buyer to Guarantor, whether now existing or hereafter arising, howsoever created (including without limitation intercompany loans, advances, accounts payable, management fees, or other charges), and all interest, fees, and other amounts payable with respect thereto (collectively, "Subordinated Indebtedness"), are hereby subordinate

ARTICLE 10 — LENDER PROVISIONS

Section 10.1 — Acknowledgment of Collateral Assignment Guarantor acknowledges and agrees that Seller may, pursuant to the Lender Consent Agreement attached as Exhibit F to the PPA, collaterally assign its rights, title, and interest in, to, and under the PPA (and, by extension, this Guaranty) to Tralvendo National Bank, N.A., in its capacity as Administrative Agent (the "Administrative Agent") for the benefit of itse

Section 10.2 — No Impairment by Lender Actions Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, or otherwise affected by any actions taken by the Administrative Agent or any Lender Party in exercising step-in rights, cure rights, foreclosure rights, or other remedies available under the Lender Consent Agreement, the financing documents, or applicable law. Without limiting the g

Section 11.1 — Governing Law This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisd

Section 11.2 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Guaranty, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in the PPA. In summary: (a) Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior executives of Guarantor and Benefi

Section 11.3 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) delivered by a nationally recognized overnight courier service (with written confirmation of delivery), or (iii) transmitted by e

Section 11.4 — Assignment Guarantor may not assign, transfer, or delegate its rights, interests, or obligations under this Guaranty, in whole or in part, to any person or entity without the prior written consent of Beneficiary, which consent may be withheld in Beneficiary's sole and absolute discretion. Any purported assignment by Guarantor in violation of this Section 11.4 shall be null and void and of no force or e

Section 11.5 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless the same shall be set forth in a written instrument duly executed by both Guarantor and Beneficiary (and, to the extent applicable, with the consent of the Administrative Agent if required under the Lender Consent Agreement). No failure or delay by Beneficiary in exercisi

Section 11.6 — Severability If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral tribunal, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall

Section 11.7 — Entire Agreement This Guaranty, together with the PPA (including all exhibits and schedules thereto), constitutes the entire agreement between Guarantor and Beneficiary with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to the subject matter hereof. No represe

Section 11.8 — Counterparts This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by portable document format ("PDF") transmission, electronic mail, or other electronic means (including any electronic signature complying with

Section 11.9 — Headings The headings and captions used in this Guaranty are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Guaranty.

Section 11.10 — No Third-Party Beneficiaries Except as expressly provided in Article 10 with respect to the Administrative Agent and the Lender Parties, no person or entity other than Guarantor and Beneficiary (and their respective permitted successors and assigns) shall have any rights, remedies, obligations, or liabilities under or by reason of this Guaranty. Nothing in this Guaranty, whether express or implied, is

1. Description of Guaranteed Obligation. The Guaranteed Obligation giving rise to this Demand is as follows: [Insert detailed description of the Guaranteed Obligation, including the specific provision(s) of the PPA under which such obligation arose, the nature of the payment or performance obligation (e.g., contract-for-differences settlement payment, termination payment, indemnification payment, etc.), and any relev

2. Amount Demanded. The amount demanded under this Demand is $[●] ([●] Dollars) (the "Demanded Amount"). The Demanded Amount does not exceed the then-available Guaranteed Amount under the Guaranty, which, as of the date hereof, is $[●].

3. Date Due Under the PPA. Buyer's obligation to pay the Demanded Amount became due and payable under the PPA on [●], 20[●], pursuant to Section [●] of the PPA.

4. Certification of Buyer's Failure to Pay. Beneficiary hereby certifies that (a) Buyer has failed to pay or perform the above-described Guaranteed Obligation on or before the date on which such obligation became due and payable under the PPA, (b) the applicable notice and cure period provided under the PPA for such obligation has expired without cure, and (c) Buyer remains in default with respect to such Guaranteed

5. Wire Transfer Instructions. Guarantor shall make payment of the Demanded Amount by wire transfer of immediately available funds, within thirty (30) Business Days following receipt of this Demand, to the following account: Bank Name: [●] ABA Routing Number: [●] Account Name: [●] Account Number: [●] Reference: [●]

6. Reservation of Rights. This Demand is made without prejudice to any other rights or remedies of Beneficiary under the Guaranty, the PPA, or applicable law, all of which are hereby expressly reserved. Beneficiary hereby confirms that this Demand is being made in good faith and in accordance with the terms and conditions of the Guaranty. SAGUARO FLATS SOLAR LLC, a Delaware limited liability company By: Calloway-Brig