Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Administrative Agent" means Tralvendo National Bank, N.A., a national banking association, in its capacity as administrative agent and collateral agent for itself and the other Secured Parties under the Credit Agreement, together with its successors and assigns in such capacity. "Buyer" means Meridian DataCo

Section 1.2 — Interpretation (a) Except as otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the PPA. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the PPA, the definitions set forth in this Agreement shall control for purposes of this Agreement. (b) Unless

ARTICLE II — CONSENT TO COLLATERAL ASSIGNMENT

Section 2.1 — Buyer's Consent (a) Buyer hereby irrevocably consents to the Collateral Assignment of the PPA by Seller to Administrative Agent for the benefit of the Secured Parties, as described in the Recitals hereto and in the Credit Agreement and the other Loan Documents. Such consent is given for the benefit of Administrative Agent, the Lenders, and the other Secured Parties and shall extend to any renewal, exten

Section 2.2 — No Modification Without Consent (a) Neither Seller nor Buyer shall amend, modify, supplement, terminate (except as expressly permitted herein and in the PPA after expiration of all applicable Cure Periods), or waive any material provision of the PPA without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) For purposes of th

Section 2.3 — Notices to Administrative Agent (a) Buyer shall deliver to Administrative Agent a copy of any notice of default, notice of termination, force majeure notice, claim for liquidated damages, curtailment notice, or any other material notice delivered to or received from Seller under the PPA, concurrently with the delivery of such notice to, or receipt of such notice from, Seller. For purposes of this Sectio

ARTICLE III — REPRESENTATIONS AND ACKNOWLEDGMENTS

Section 3.1 — Buyer Representations Buyer hereby represents and warrants to Administrative Agent and Seller, as of the date hereof, as follows: (a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the

Section 3.2 — Seller Representations Seller hereby represents and warrants to Administrative Agent and Buyer, as of the date hereof, as follows: (a) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing in the State of Texas and in each other juri

Section 3.3 — Administrative Agent Acknowledgment (a) Administrative Agent acknowledges that the Collateral Assignment is subject to the terms and conditions of this Agreement. Administrative Agent agrees that it shall not exercise any rights under the Collateral Assignment in a manner that is inconsistent with the terms and conditions of this Agreement. (b) Administrative Agent acknowledges that it has no rights und

ARTICLE IV — DEFAULT NOTICES AND CURE RIGHTS

Section 4.1 — Notice of Seller Event of Default (a) Before Buyer may exercise any termination right under the PPA arising from a Seller Event of Default, Buyer shall deliver written notice of such Seller Event of Default to Administrative Agent (a "Default Notice") concurrently with, or promptly following, delivery of any corresponding notice of default to Seller under the PPA. In no event shall Buyer deliver a Defau

Section 4.2 — Administrative Agent Cure Period (a) Administrative Agent (or its designee, including any Replacement Operator) shall have the right, but not the obligation, to cure any Seller Event of Default that is the subject of a Default Notice. (b) The cure period available to Administrative Agent with respect to any Seller Event of Default (the "Cure Period") shall be the longer of: (i) the cure period available

Section 4.3 — Payment Cure (a) Administrative Agent (or its designee) may cure any monetary Seller Event of Default (including a failure by Seller to make any payment when due under the PPA) by making payment directly to Buyer of the amounts then due and owing by Seller under the PPA. Such payment may be made by wire transfer of immediately available funds to the account designated by Buyer for receipt of payments un

Section 4.4 — Non-Monetary Cure (a) With respect to any non-monetary Seller Event of Default (including a failure by Seller to perform any operational, maintenance, reporting, or other non-monetary obligation under the PPA), Administrative Agent (or its designee, including any Replacement Operator) may cure such default by performing or causing to be performed the relevant obligation under the PPA on behalf of Seller

ARTICLE V — STEP-IN RIGHTS, FORECLOSURE, AND NEW PPA

Section 5.1 — Foreclosure Transfer (a) If Administrative Agent (or its designee) forecloses upon or otherwise acquires Seller's interest in the PPA or the equity interests of Seller (whether by judicial foreclosure, non-judicial foreclosure, exercise of a power of sale, or otherwise), or if the PPA or the Project is transferred to a purchaser at a foreclosure sale, a transferee in a deed in lieu of foreclosure, or an

Section 5.2 — Step-In Rights (a) Upon the occurrence of a Seller Event of Default under the PPA (or an event of default under the Credit Agreement that gives rise to a right of Administrative Agent to exercise remedies against the Project or the Collateral Assignment), Administrative Agent (or its designee, including any Replacement Operator) shall have the right, but not the obligation, to step in and assume operati

Section 5.3 — New PPA Right (a) If the PPA is terminated due to a Seller Event of Default (after the expiration of the applicable Cure Period under Article IV without cure), Buyer shall, at the written request of Administrative Agent delivered within ninety (90) days following such termination, enter into a new power purchase agreement (a "New PPA") with Administrative Agent or its designee, subject to satisfaction o

Section 5.4 — Limitations on Administrative Agent Liability (a) Administrative Agent shall not, by reason of this Agreement or the Collateral Assignment, be deemed to have assumed any obligations of Seller under the PPA unless and until Administrative Agent (or its designee) has expressly assumed such obligations in writing in connection with a Step-In (pursuant to Section 5.2) or a Foreclosure Transfer (pursuant to

ARTICLE VI — PAYMENTS AND SET-OFF

Section 6.1 — Payment Direction (a) Upon receipt of written notice from Administrative Agent that an event of default has occurred under the Credit Agreement (a "Lender Default Notice"), Buyer shall, commencing on the first payment date occurring after Buyer's receipt of the Lender Default Notice and continuing until Buyer's receipt of a written revocation notice from Administrative Agent (a "Revocation Notice"), dir

Section 6.2 — No Set-Off (a) During any period in which payments are being directed to Administrative Agent pursuant to Section 6.1, Buyer shall not set off, deduct, or withhold any amounts owed by Seller to Buyer under the PPA from such payments, except for amounts that Buyer is expressly entitled to set off, deduct, or withhold under the terms of the PPA. Amounts that Buyer is expressly entitled to set off under th

ARTICLE VII — CHANGE OF CONTROL

Section 7.1 — Interaction with PPA Change of Control Provisions (a) The Parties acknowledge that any change of control of Seller, as such term is defined in the PPA (meaning a direct or indirect transfer of more than fifty percent (50%) of the equity interests in Saguaro Flats Solar LLC to a Person that is not an affiliate of Seller or its current direct or indirect parent), shall require the prior written consent of

Section 7.2 — Administrative Agent Consent to Changes Seller shall not, without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), agree to any amendment or modification of the PPA's change of control provisions, assignment provisions, or any other provisions that restrict or condition the transfer of Seller's interest in the PPA, the Project

ARTICLE VIII — INSURANCE AND PROJECT MAINTENANCE

Section 8.1 — Insurance (a) Seller shall maintain, or cause to be maintained, at all times during the term of this Agreement, insurance coverages in the types, amounts, and with the carriers required under Exhibit E to the PPA and the Credit Agreement (and the other Loan Documents). Without limiting the generality of the foregoing, such insurance coverages shall include: (i) Builder's risk insurance / property insura

Section 8.2 — Maintenance of Project (a) Seller shall operate and maintain the Project in accordance with (i) Prudent Industry Practice (as defined in the PPA), (ii) the requirements of the PPA (including all performance, availability, and operational standards set forth therein), (iii) the requirements of the Credit Agreement and the other Loan Documents, (iv) the ERCOT interconnection requirements applicable to the

ARTICLE IX — TERM AND TERMINATION

Section 9.1 — Effective Date This Agreement shall become effective upon execution and delivery by all Parties hereto (the "Effective Date"). Each Party's obligation to perform under this Agreement shall commence on the Effective Date.

Section 9.2 — Term This Agreement shall remain in full force and effect until the earliest to occur of: (a) the date on which all obligations of Seller and each other obligor under the Credit Agreement and the other Loan Documents have been indefeasibly paid and satisfied in full in cash, and all commitments of the Lenders under the Credit Agreement have been permanently terminated (as certified in writing by Adminis

Section 9.3 — Survival The obligations of the Parties under Articles IV (Default Notices and Cure Rights), V (Step-In Rights, Foreclosure, and New PPA), and VI (Payments and Set-Off) shall survive termination of this Agreement to the extent necessary to give full force and effect to the rights and obligations arising prior to or in connection with termination. In addition, the provisions of Section 5.4 (Limitations o

Section 10.1 — Notices (a) All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery to the Party to whom directed, (ii) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC,

Section 10.2 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction. Each of the Parties irrevocably submits to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America l

Section 10.3 — Dispute Resolution (a) Negotiation. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), shall first be submitted to good-faith negotiation between senior representatives of the disputing Parties. The disputing Party shall deliver written notice to the other Party (or Parties) describing the Dispute in reasonable

Section 10.4 — Amendments and Waivers (a) This Agreement may not be amended, modified, or supplemented except by a written instrument executed by all Parties hereto. No oral agreement, course of dealing, or course of performance shall be effective to amend, modify, or supplement any provision of this Agreement. (b) No waiver of any provision of this Agreement or any breach thereof shall be effective unless in writing

Section 10.5 — Successors and Assigns (a) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (b) Administrative Agent may assign its rights and obligations under this Agreement to a successor administrative agent under the Credit Agreement without the consent of any other Party, upon written notice to Buyer and Seller. Any such su

Section 10.6 — Entire Agreement This Agreement, together with the PPA (including all exhibits, schedules, and appendices thereto) and the Credit Agreement (including all Loan Documents executed in connection therewith), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, whether

Section 10.7 — Severability If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provi

Section 10.8 — Counterparts This Agreement 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 Agreement by facsimile or electronic transmission (including in .pdf format) shall be effective as delivery of an original executed counterpart.

Section 10.9 — No Third-Party Beneficiaries Except for the Secured Parties (including the Lenders), who are intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions hereof to the extent set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns.

Section 10.10 — Relationship of Parties Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or empl