Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the PPA. "Administrative Agent" means Tralvendo National Bank, N.A., a national banking association with its headquarters located at 600 Main Street, Suite 3000, Dallas, TX 75202, in its capaci

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) The headings and captions in this Agreement are included for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement. (b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing

Section 1.3 — Conflicts In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the PPA, the terms and conditions of this Agreement shall control as among all three Parties; provided, however, that as between Seller and Buyer only (and not as to Administrative Agent or any other Secured Party), the terms and conditions of the PPA shall control, except to the exten

ARTICLE II — CONSENT TO COLLATERAL ASSIGNMENT

Section 2.1 — Buyer's Consent Buyer hereby irrevocably and unconditionally consents to the Collateral Assignment of the PPA by Seller to Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, as described in the Security Agreement. Such consent is given without reservation and without any condition other than the terms and conditions set forth in this Agreement. Buyer a

Section 2.2 — No Release of Seller The Collateral Assignment shall not release, discharge, or relieve Seller from any of its obligations, duties, or liabilities under the PPA. Seller shall remain primarily and fully liable for all obligations under the PPA, and the granting of the Collateral Assignment and the execution of this Agreement shall not in any way impair, diminish, or otherwise affect Buyer's rights agains

Section 2.3 — No Modification Without Consent Seller and Buyer shall not, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent's sole discretion), amend, modify, supplement, restate, terminate (other than in accordance with this Agreement), rescind, or waive any material provision of the PPA, including without limitation any provision relating to:

Section 2.4 — Copies of Notices Buyer shall deliver to Administrative Agent a copy of any notice, demand, request, claim, or other communication given by Buyer to Seller under the PPA, simultaneously with delivery to Seller or, if simultaneous delivery is not practicable, promptly (but in no event later than five (5) Business Days) after delivery to Seller. Without limiting the generality of the foregoing, such oblig

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of Seller 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. Seller's Employer Identification Number is 93-1284506. Seller's registered agent in the

Section 3.2 — Representations and Warranties of Buyer 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. Buyer's Employer Identification Number is 47-5918320. Buyer's common stock is publicly traded on the Na

Section 3.3 — Representations and Warranties of Administrative Agent Administrative Agent hereby represents and warrants to Seller and Buyer, as of the date hereof, as follows: (a) Organization and Good Standing. Administrative Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, chartered and supervised by the Office of the Comptroller of

Section 4.1 — Notice of Seller Event of Default (a) Before exercising any right to terminate the PPA, or to suspend performance or withhold payment under the PPA, as a result of a Seller Event of Default, Buyer shall provide written notice of such Seller Event of Default to Administrative Agent simultaneously with delivery of the corresponding notice to Seller under the PPA, or, if simultaneous delivery is not practi

Section 4.2 — Cure Period (a) Right to Cure. Administrative Agent shall have the right, but not the obligation, to cure any Seller Event of Default under the PPA. Administrative Agent may exercise such cure right directly or through its agents, contractors, or designees. (b) Definition of Cure Period. For purposes of this Agreement, "Cure Period" means the following periods, as applicable: (i) Monetary Defaults. With

Section 4.3 — Buyer's Obligation to Accept Cure If Administrative Agent (or any person acting on behalf of Administrative Agent) cures a Seller Event of Default within the applicable Cure Period in a manner that satisfies the requirements for cure set forth in the PPA, Buyer shall accept such cure as if it had been performed by Seller, and the applicable Seller Event of Default shall be deemed cured and of no further

Section 4.4 — No Obligation to Cure Nothing in this Agreement shall be construed to obligate Administrative Agent, any Lender, or any other Secured Party to cure any Seller Event of Default, to perform any obligation of Seller under the PPA, or to undertake any action with respect to the Project. The cure rights set forth in this Article IV are granted for the benefit of the Secured Parties, and the exercise or non-e

ARTICLE V — STEP-IN RIGHTS AND REPLACEMENT PPA

Section 5.1 — Step-In Rights (a) Right to Step In. Upon the occurrence of a Seller Event of Default that is not cured within the applicable Cure Period set forth in Section 4.2, or upon the exercise of remedies by Administrative Agent under the Credit Agreement, the Security Agreement, or any other financing document (including, without limitation, foreclosure on, acceptance of, or other realization upon, the collate

Section 5.2 — Qualifications of Replacement Seller (a) Any Replacement Seller shall satisfy the following requirements: (i) Entity Type and Business. The Replacement Seller shall be a single-purpose entity formed for the purpose of owning and operating the Project, or an entity whose primary business includes the ownership, development, or operation of renewable energy generation facilities, and in either case shall

Section 5.3 — Right to Enter New PPA (a) New PPA Obligation. If the PPA is terminated for any reason (including termination for a Seller Event of Default or by operation of law) or is rejected by a trustee or debtor-in-possession in a bankruptcy or insolvency proceeding involving Seller, and Administrative Agent has not theretofore effected a Step-In pursuant to Section 5.1, Buyer shall, upon the written request of A

Section 5.4 — Transfer of Project Upon a Step-In or the entry into a New PPA pursuant to this Article V, Administrative Agent or its Designee shall use commercially reasonable efforts to ensure continuity of Project operations, including without limitation: (a) maintaining the engineering, procurement, and construction contract with Sunbelt Power Construction LLC, or, if such contract has been terminated or is no lon

ARTICLE VI — CHANGE OF CONTROL

Section 6.1 — Change of Control Provisions under the PPA Buyer acknowledges and agrees that, to the extent the PPA contains change of control provisions applicable to Seller (including, without limitation, any provisions requiring notice, consent, or triggering termination rights or termination payment obligations upon a change in the direct or indirect ownership or control of Seller), any exercise by Administrative

Section 6.2 — Lender Consent to Change of Control Buyer acknowledges that the Credit Agreement requires that any change of control of Seller (including, without limitation, any 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 Calloway-Briggs Renewables Inc.) receive the prior written consent of Administrative Agent

ARTICLE VII — PAYMENTS AND CREDIT SUPPORT

Section 7.1 — Direction of Payments (a) Payment Redirection. Upon receipt of written notice from Administrative Agent to Buyer stating that: (i) a default or event of default has occurred under the Credit Agreement; and (ii) Administrative Agent is exercising its remedies under the Credit Agreement and the Security Agreement (including, without limitation, its rights under the Collateral Assignment), Buyer shall, com

Section 7.2 — Seller Credit Support The Parties acknowledge that the PPA requires Seller to post and maintain an irrevocable standby letter of credit in favor of Buyer in the initial amount of Seven Million Dollars ($7,000,000), in the form set forth in PPA Exhibit D (the "Seller Letter of Credit"). The Seller Letter of Credit is subject to reduction to Three Million Five Hundred Thousand Dollars ($3,500,000) after t

Section 7.3 — Buyer Guaranty The Parties acknowledge that the PPA requires Buyer to deliver a corporate guaranty of Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC in the amount of Fourteen Million Dollars ($14,000,000), in the form set forth in PPA Exhibit C and the Buyer Guaranty Agreement (the "Buyer Guaranty"). Administrative Agent acknowledges receipt of a copy of the form of the Buyer Guara

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Term and Termination This Agreement shall become effective on the date first written above and shall remain in full force and effect until the earliest to occur of: (a) the date on which all Secured Obligations have been indefeasibly paid and satisfied in full in cash (without any pending or threatened avoidance action) and the Credit Agreement and all related financing documents have been terminated in

Section 8.2 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service (with all fees prepaid), or by certified mail, return receipt requested, postage prepaid, to the applicable Party at the address set forth below (or such other ad

Section 8.3 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction.

Section 8.4 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in the City and County of New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel

Section 8.5 — Amendments and Waivers No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude any other or further exercise of any right or r

Section 8.6 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Buyer may not assign its rights or obligations under this Agreement without the prior written consent of Administrative Agent and Seller, which consent may be withheld in the sole discretion of the withholding Party. Administrative Agent

Section 8.7 — No Third-Party Beneficiaries The Lenders are express third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions of this Agreement as if they were parties hereto. Except as provided in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties hereto and the Lenders any legal or

Section 8.8 — Severability If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral panel, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. The Parties shall negotiate in good faith to replace any such in

Section 8.9 — Counterparts; Electronic Execution This Agreement may be executed in two or more 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 transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended

Section 8.10 — Entire Agreement This Agreement, together with the PPA, the Credit Agreement, the Security Agreement, and the other documents, instruments, and agreements referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, wheth

Section 8.11 — Further Assurances Each Party hereto shall, at any time and from time to time upon the reasonable request of any other Party, execute and deliver such additional documents, instruments, and agreements, and take such additional actions, as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Agreement, including, without limitation, the filing of any UCC f