Credit Agreement among Helix Maine Wind Development, LLC, as Borrower, the Several Lenders from time to time party thereto, Norddeutsche Landesbank Girozentrale, New York

TABLE OF CONTENTS

SCHEDULES:

EXHIBITS:

CREDIT AGREEMENT, dated as of August 29, 2018 (this “Agreement”), is made by and among HELIX MAINE WIND DEVELOPMENT, LLC, a Maine limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), each of the banks from time to time party hereto as a Revolving Facility Issuing Bank, and NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower is a party to that certain Guarantee and Collateral Agreement dated as of June 2, 2017, by and among the Borrower, Helix Gen Funding, LLC, Helix Generation Holdings, LLC, certain other guarantors from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as collateral agent (the “Existing Guarantee and Collateral Agreement”).

WHEREAS, the Borrower has requested that the Lender Parties provide the Facilities in order to, among other things (a) prepay a portion of the existing indebtedness under that certain Credit Agreement dated as of June 2, 2017 by and among Helix Gen Funding, LLC, as borrower, Helix Generation Holdings, LLC, Credit Suisse AG, Cayman Islands Branch, as administrative agent, the issuing banks and the lenders from time to time party thereto (the “Existing Credit Agreement”) in an amount equal to the “Target Disposition Prepayment Amount” for the Borrower as defined in the Existing Credit Agreement (the “Existing Indebtedness Amount”), (b) make a distribution to the Sponsor (the “Closing Date Distribution”), (c) finance the general corporate and working capital purposes of the Borrower, (d) issue Letters of Credit, (e) fund the Debt Service Reserve Account, (f) provide credit support to contractual counterparties, (g) fund the Major Maintenance Reserve Account and (h) pay related transaction costs, fees and expenses, and the Lender Parties are willing to provide such senior secured credit facilities on the terms and subject to the conditions set forth herein; and

WHEREAS, the Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority lien on the Collateral.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement (including in the preamble and recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the rate that the Administrative Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time, (b) the sum of (i) the Federal Funds Effective Rate in effect on such day plus (ii) 0.50%, (c) the sum of (i) the Eurodollar Rate for a one-month interest period commencing on such day plus (ii) 1.00%, and (d) 0.00%. Any change in the ABR due to a change in the rate announced by the Administrative Agent as its prime or base commercial lending rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the rate announced by the Administrative Agent as its prime or base commercial lending rate or the Federal Funds Effective Rate, respectively.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“Acceptable Collateral Support”: with respect to any Commodity Hedge and Power Sales Agreement, cash, Cash Equivalents or an Acceptable Hedge Letter of Credit posted and maintained by an Affiliate of the Borrower to support its obligations to the Borrower thereunder, in either case, on terms and conditions with respect to the posting of such applicable credit support as are provided under the CSA Form with (a) customary paragraph 13 terms that provide for (i) a “Valuation Date” (as defined in the CSA Form) of once per calendar week and (ii) a Minimum Transfer Amount of $25,000 and (b) a modification to paragraph 4(b) of the CSA Form to permit a transfer of the applicable credit support by no later than four Business Days after demand.

“Acceptable Hedge Letter of Credit” an irrevocable letter of credit that satisfies the following criteria: (a) such letter of credit is issued by an Acceptable L/C Bank, (b) none of Holdings, the Borrower or any Subsidiary of the Borrower is the account party in respect of such letter of credit or otherwise, (c) such letter of credit shall permit the Borrower to make drawings on such letter of credit as follows: (i) at such time as any amounts are due and payable to the Borrower under the applicable Commodity Hedge and Power Sales Agreement and the Affiliate of the Borrower that is a counterparty thereto has failed to make such payment within three Business Days of such amounts becoming due and payable, in an amount that is equal to all such amounts that are then due and owing to the Borrower under such Commodity Hedge and Power Sales Agreement and (ii) at any time that either (A) the issuer of such letter of credit has notified the Borrower that such letter of credit will not be renewed or (B) the expiration date of such letter of credit is scheduled to occur within 30 or less days and the Borrower has not received a substitute or replacement Acceptable Hedge Letter of Credit, in the full amount of such letter of credit and (d) the account party to such Acceptable Hedge Letter of Credit has used commercially reasonable efforts to have the issuer agree, subject to the customary terms and conditions of such issuer including its applicable “know your customer” and anti-money laundering rules and regulations, that such letter of credit (and all of the Borrower’s rights thereunder) shall, upon the occurrence of an Event of Default, be assignable by the Borrower to the Collateral Agent for the benefit of the Secured Parties.

“Acceptable L/C Bank”: as defined in the Depositary Agreement.

“Account”: as defined in the Depositary Agreement.

“Account Control Agreements”: as defined in Section 6.17.

“Additional Project Contract”: each Project Contract, entered into by (or assigned to) the Borrower or any of its Subsidiaries, on the one hand, and any other Person, on the other, subsequent to the Closing Date, but excluding (a) any agreements, documents and instruments (i) providing for, governing or evidencing any Indebtedness permitted to be incurred under Section 7.2 or (ii) pursuant to which a Permitted Lien is granted (or purported to be granted) or under which rights or remedies with respect to such Permitted Lien are governed (other than any Energy Management Agreement), (b) any transmission service agreements entered into after the date hereof, (c) any contracts, agreements and other documents entered into in connection with (i) any Disposition permitted under Section 7.5 or (ii) any Investment permitted under Section 7.7, and (d) any Commodity Hedge and Power Sales Agreement.

“Administrative Agent”: Norddeutsche Landesbank Girozentrale, New York Branch, together with its Affiliates, as the administrative agent for the Lender Parties under this Agreement and the other Loan Documents, together with any of its successors.

“Administrative Agent Account”: an account designated by the Administrative Agent from time to time.

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by ownership of Capital Stock, contract or otherwise.

“Affiliated Debt Fund”: any Affiliate of the Sponsor (other than Holdings, the Borrower or any of its Subsidiaries) that is a bona fide diversified debt fund either (a) with information barriers in place restricting the sharing of investment-related and other information between it and the Sponsor and the Loan Parties or (b) whose managers have fiduciary duties to the investors of such fund independent of their fiduciary duties to the investors in the Sponsor and with information barriers in place restricting the sharing of investment-related and other information between such managers and the Sponsor; provided that neither the Sponsor nor any Loan Party nor any of the Sponsor’s nor any Loan Party’s officers, directors or employees, directly or indirectly, possesses the power to direct or cause the direction of the investment policies of any such fund. For the purposes of the Loan Documents, Vega Asset Partners, L.P. shall be deemed to be an Affiliated Debt Fund meeting the conditions set forth in clauses (a) and (b) above.

“Affiliated Lender Claim”: as defined in Section 10.1(e).

“Affiliated Lenders”: collectively, the Sponsor and its Affiliates (other than Holdings, the Borrower, any of its Subsidiaries or any Affiliated Debt Fund).

“Agent”: the Collateral Agent and/or the Administrative Agent, as the context may require.

“Agent Indemnitee”: as defined in Section 9.7(a).

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to the sum of (a) the aggregate then unpaid principal amount of such Lender’s Term Loans plus (b) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”: as defined in the preamble hereto.

“AML Laws”: all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Borrower’s Subsidiaries or any other Loan Party from time to time concerning or relating to anti-money laundering.

“Anti-Corruption Laws”: all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Borrower’s Subsidiaries or any other Loan Party from time to time concerning or relating to bribery or corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Terrorism Laws”: any federal laws of the United States of America relating to terrorism or money laundering, including but not limited to, Executive Order 13224, the regulations administered by OFAC, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act, the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), and the Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.).

“Applicable Margin”: as to any Facility, (a) 1.50% per annum for ABR Loans and (b) 2.50% per annum for Eurodollar Loans.

“Approved Fund”: as defined in Section 10.6(b)(ii).

“Asset Sale”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted in clauses (a) through (i) of Section 7.5) that yields gross proceeds to the Borrower or any of its Subsidiaries (or to Holdings on behalf of the Borrower or any of its Subsidiaries) (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,500,000.

“Assignee”: as defined in Section 10.6(b)(i).

“Assignment and Assumption”: an Assignment and Assumption substantially in the form of Exhibit A.

“Auto-Renewal Letter of Credit”: as defined in Section 3.1(b)(iii).

“Available Amount”: as to any Letter of Credit, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitments then in effect over (b) such Lender’s Revolving Extensions of Credit outstanding as of any date of determination.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation”: 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code”: Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event of Default”: the occurrence of the event specified in Section 8(f) in respect of the Borrower.

“Bankruptcy Proceedings”: as defined in Section 10.1(e).

“Benefited Lender Party”: as defined in Section 10.7(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble.

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Notice”: a Notice of Borrowing substantially in the form of Exhibit J.

“Business”: as defined in Section 4.20(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are or the Administrative Agent is authorized or required by law to close; provided that with respect to notices and determinations in connection with, and payments of principal of and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.

“Capital Expenditures”: for any period, as to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided that for purposes of this Agreement (but not the Depositary Agreement), the term “Capital Expenditures” shall not include (a) expenditures made in connection with the replacement, substitution, restoration or repair of property to the extent financed with Net Cash Proceeds paid on account of any Recovery Event in respect of the property being replaced, substituted, restored or repaired, (b) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that (i) the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time or (ii) a portion of the purchase price is paid with the proceeds of assets disposed of in accordance with Section 7.5(a), (b), (f), (g) and (i) (c) O&M Costs, (d) Major Maintenance Expenses or (e) expenses under long-term services agreements, turbine maintenance agreements, spare parts agreements or other similar agreements.

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that obligations that are recharacterized as capital leases due to a change in GAAP after the date hereof shall not be treated as capital leases for any purpose under this Agreement.

“Capital Stock”: 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, limited liability company interests and membership interests, and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Available for Debt Service”: for any period (a) Revenues for such period (excluding (i) any equity contributions received by the Borrower during such period and (ii) any revenues required to be deposited in any Energy Manager’s account during such period unless and until such amounts are transferred to or back to the Revenue Account) less (b) O&M Costs paid or (without duplication) payable during such period; provided that, notwithstanding anything to the contrary herein, (i) Cash Available for Debt Service for the partial period beginning July 1, 2018 through August 31, 2018, shall be deemed to be the applicable amount as set forth in Schedule 7.6(a).

“Cash Collateralized”: with respect to any Letter of Credit, the deposit by the Borrower of cash in a cash collateral account opened by the Administrative Agent (or by the applicable Revolving Facility Issuing Bank) in an amount at all times equal to 102.5% of the Available Amount of such Letter of Credit on terms and conditions reasonably satisfactory to the Administrative Agent and the applicable Revolving Facility Issuing Bank issuing such Letter of Credit. “Cash Collateral” and “Cash Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents”: (a) 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), in each case maturing within one year from the date of acquisition thereof; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition thereof and, at the time of acquisition, having a rating of A+ or higher from S&P or A1 or higher from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (c) investments in commercial paper maturing

within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (d) investments in certificates of deposit, bank deposit products, banker’s acceptances and time deposits maturing within 270 days from the date of acquisition thereof issued or guaranteed by or placed with the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States or any state thereof that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (ii) has a Tier 1 capital ratio (as defined in such regulations) of not less than 10%; (e) demand deposits, including interest bearing money market accounts, bank deposit products, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, and certificates of deposit or bankers acceptances of depository institutions, issued or offered by the Administrative Agent, the Depositary Agent or its affiliates or any domestic office of any commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than $1,000,000,000; (f) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) or (e) above; (g) repurchase and reverse repurchase agreements with a term of not more than 30 days collateralized with government securities of the type referred to in clause (a) or (b) above, including those of the Depositary Agent or any of its affiliates and entered into with a financial institution satisfying the criteria of clause (d) or (e) above; (h) investments in money market mutual funds having a rating in the highest investment category granted thereby from S&P or Moody’s, including any mutual fund for which the Depositary Agent or an affiliate of the Depositary Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Depositary Agent or an affiliate of the Depositary Agent receives fees from funds for services rendered, (ii) the Depositary Agent collects fees for services rendered pursuant to the Depositary Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Depositary Agent or an affiliate of the Depositary Agent; (i) other short-term investments utilized by foreign subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing; and (j) cash.

“Casualty Event”: an event that causes any of the Collateral (in whole or in part) to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, other than ordinary use and wear and tear and other than any Condemnation Event.

“Change in Law”: the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof (but excluding proposals thereof) by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) (but excluding proposals thereof) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

“Change of Control”: (a) the Designated Holders, in the aggregate, shall fail to own directly or indirectly, beneficially and of record, Capital Stock of Holdings representing at least 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings (on a fully diluted basis); provided that no Change of Control shall occur if the Designated Holders, in the aggregate, own directly or indirectly, beneficially and of record, Capital Stock of Holdings representing a lower percentage (but in no event less than 35%) of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings (on a fully diluted basis) so long as the Designated Holders maintain the right to direct the day to day management and operations of the Project; (b) the Designated Holders, in the aggregate, shall fail to own directly or indirectly, beneficially and of record, Capital Stock of Holdings representing a percentage of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings (on a fully diluted basis) greater than the percentage of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings (on a fully diluted basis) then held, directly or indirectly, beneficially and of record, by any other person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended); or (c) at any time, Holdings shall fail to beneficially and of record own and control directly 100% of the economic and voting Capital Stock of the Borrower (on a fully diluted basis) or such Capital Stock shall not be subject to the Lien of the Security Documents; provided that no Change of Control shall occur or be deemed to have occurred in the circumstances set forth in clause (a) or (b) above if the Person other than the Designated Holders maintaining such interests in Holdings is a Qualified Owner.

“Closing Date”: the date on which each of the conditions precedent under Section 5.1 have been satisfied or waived in accordance with the terms of this Agreement and the Term Loans are drawn.

“Closing Date Distribution”: as defined in the recitals.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Agent”: The Bank of New York Mellon, in its capacity as the collateral agent for the Secured Parties under the Guarantee and Collateral Agreement and the other Security Documents, together with any of its successors.

“Commitment”: as to (a) any Lender, the sum of its Term Commitment and Revolving Commitment and (b) any Revolving Facility Issuing Bank, its Revolving L/C Commitment.

“Commitment Fee Rate”: 0.50% per annum.

“Commodity Hedge and Power Sales Agreement”: any agreement (including each confirmation entered into pursuant to any master agreement or similar agreement, any tariff or other quasi-governmental binding agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward, credit sleeve, power and/or capacity purchase and sale agreement (including, but not limited to, any physical call option), emissions credit purchase and sale agreement, renewable energy credit purchase and sale agreements, power transmission agreement, netting agreement or similar agreement entered into in respect of any commodity (but excluding any Energy Management Agreements), and any agreement (including, but not limited to, any guarantee, credit sleeve or similar arrangement) providing for credit support for any of the foregoing.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Comparable Project”: one or more electric generating facilities that are of a size substantially similar to or greater than 300 megawatts.

“Condemnation Event”: any action or series of actions by any Governmental Authority (a) by which such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes any part of the Collateral (in whole or in part) or (b) by which such Governmental Authority assumes custody or control of the Collateral (other than immaterial portions of such Collateral) or business operations of the Borrower or any of its Subsidiaries or any Capital Stock of the Borrower or any of its Subsidiaries.

“Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.16, 2.17, 2.18 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Consent”: as to any Additional Project Contract (to the extent required pursuant to Section 7.16(b)), a consent to collateral assignment of each counterparty to such Additional Project Contract in a form reasonably acceptable to the Administrative Agent and the Collateral Agent.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other written undertaking to which such Person is a party or by which it or any of its property is bound.

“CSA Form”: the preprinted form of the 1994 ISDA Credit Support Annex.

“Debt Service Reserve Account”: as defined in the Depositary Agreement.

“Debt Service Reserve Required Amount”: (a) for the period from the Closing Date until the first Semi-Annual Payment Date, $5,500,000 and (b) on any Semi-Annual Payment Date occurring after the Closing Date, an amount no less than the aggregate scheduled principal amortization payment and interest (taking into account any payments projected to be made or received by the Borrower under any Interest Rate Hedging Agreements) under the Term Loans and the amount of any letter of credit and commitment fees projected to be payable in respect of the Revolving Facility for the six-month period occurring after such date.

“Debtor Relief Laws”: the Bankruptcy Code, 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”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: subject to Section 2.21(e), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two 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 Lender’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 Lender Party any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due; (b) has notified the Borrower, the Administrative Agent or any Revolving Facility Issuing Bank 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 Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’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 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) at any time after the date of this Agreement, has, or has a direct or indirect parent company that has, (i) become the subject of a public proceeding under any debtor relief law applicable to it, (ii) had publicly 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, federal or national 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 clause (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender Party.

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including any demand, time, savings, passbook or like account maintained with a bank.

“Depositary Agent”: The Bank of New York Mellon, in its capacity as depositary agent, together with any of its successors.

“Depositary Agreement”: the Depositary Agreement, dated as of the Closing Date, among the Borrower, the Collateral Agent, the Administrative Agent and the Depositary Agent.

“Designated Holders”: any of LS Power Associates, L.P., LS Power Development, LLC, LS Power Equity Partners II, L.P. (including any of its related alternative investment vehicles), the Sponsor, LS Power Equity Partners II PIE, L.P., LS Power Equity Partners III, L.P. (or any of its related feeder funds), LS Power Equity Partners IV, L.P. (or any of its related feeder funds) or any other fund directly or indirectly managed and/or controlled by LS Power Development, LLC (excluding any Affiliated Debt Fund).

“Disposition”: as to any property or asset, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Distribution Account”: as defined in the Depositary Agreement.

“Distribution Conditions”: as of any date of determination, (a) no Default or Event of Default shall have occurred and be continuing as of such date, (b) the Debt Service Reserve Account is funded (whether with DSR Letters of Credit (as defined in the Depositary Agreement) or cash (which may be invested as provided in the Depositary Agreement), or a combination of both, to the extent contemplated by Section 3.5(a) of the Depositary Agreement) in an amount equal to no less than the then applicable Debt Service Reserve Required Amount as of the Semi-Annual Payment Date occurring on or immediately prior to such date, (c) the Major Maintenance Reserve Account is funded (whether with MMR Letters of Credit (as defined in the Depositary Agreement) or cash (which may be invested as provided in the Depositary Agreement), or a combination of both, to the extent contemplated by Section 3.8(a) of the Depositary Agreement) in an amount equal to no less than the then applicable Major Maintenance Reserve Required Amount as of the Semi-Annual Payment Date occurring on or immediately prior to such date, (d) no Revolving L/C Advances are outstanding (except to the extent (x) such Revolving L/C Advance arose due to the downgrade of the applicable Revolving Facility Issuing Bank or (y) the Letter of Credit under which such Revolving L/C Advance arose was not a performance letter of credit), (e) the DSCR for the immediately preceding two semi-annual periods, measured as of the Semi-Annual Payment Date occurring on or immediately prior to such date, shall be no less than 1.20:1.00 and (f) no amount of Revolving Loans that were used to make ordinary course settlement payments under Permitted Commodity Hedge and Power Sales Agreements primarily consisting of firm energy deliveries or hedged firm energy are outstanding as of the Semi-Annual Payment Date occurring on or immediately prior to such date.

“Dollars” and “$”: dollars in lawful currency of the United States.

“DSCR”: as of any date of determination, for each of the two semi-annual periods immediately preceding such date, the ratio of (a) Cash Available for Debt Service during the applicable semi-annual period to (b) all amounts payable by the Borrower in respect of scheduled principal, interest and commitment and letter of credit fees under the Loan Documents during the applicable semi-annual period; provided, that, the amounts of scheduled principal, interest and commitment and letter of credit fees under the Loan Documents for the partial period beginning July 1, 2018 through August 31, 2018 shall be deemed to be the applicable “Debt Service” amount as set forth in Schedule 7.6(b).

“EEA Financial Institution”: (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”: any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority”: 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.

“Eligible Assignee”: (a) any Lender Party, any Affiliate thereof and any Approved Fund (any two or more Approved Funds related to the same Lender being treated as a single Eligible Assignee for all purposes hereof), (b) any commercial bank, insurance company or other Person (other than a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans in the ordinary course of business, (c) any trust or other entity that is funded by one or more Persons meeting the requirements of clause (b) and (d) with respect to the Term Loans only, any Affiliated Lender or any Affiliated Debt Fund; provided that in no event shall Holdings, the Borrower or any Subsidiary of the Borrower constitute an Eligible Assignee.

“Energy Hedge Period”: the following periods:

Period

“Energy Management Agreement”: (a) the Energy Management Agreement dated as of March 15, 2017 between the Energy Manager and the Borrower (as assignee of Helix Generation, LLC) and (b) any other agreement (including any amendments to the foregoing agreements) providing for marketing, trading and sales of power and other energy-related products and services including energy and risk management services relating thereto.

“Energy Manager”: (a) [***] or any of its Affiliates or (b) any replacement Person providing services to the Borrower pursuant to an Energy Management Agreement.

“Engineering Consultant”: Lummus Consultants International LLC or another nationally recognized engineering consultant selected by the Administrative Agent and reasonably acceptable to the Borrower.

“Environmental Consultant”: EA Engineering, Science, and Technology, Inc.

“Environmental Laws”: any and all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health and safety or the environment, as now or may at any time hereafter be in effect.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“EU Bail-in Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for Eurocurrency funding (referred to as “Eurocurrency Liabilities” in Regulation D of the Board as of the date hereof) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”: with respect to an Interest Period for Eurodollar Loans, (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen (or any successor thereto) which displays an average ICE Benchmark Limited Interest Settlement Rate (such page currently being the LIBOR01 page) (or any successor rate thereto if ICE Benchmark Limited is no longer making such rate available) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London, England time) on the second full Business Day next preceding the first day of each Interest Period, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by

Administrative Agent to be the offered rate on such other page or other service which displays an average ICE Benchmark Limited Interest Settlement Rate (or any successor rate thereto if ICE Benchmark Limited is no longer making such rate available) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London, England time) on such day or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by the principal London office of the Administrative Agent (or its parent company) for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Eurodollar Loans of the Administrative Agent in its capacity as a Lender for which the Eurodollar Base Rate is then being determined with maturities comparable to such period as of approximately 11:00 A.M. (London, England time) on such day; provided that if the Eurodollar Base Rate described in clauses (a), (b) and (c) is not available at such time for any reason, then the Eurodollar Base Rate shall be a comparable successor interbank rate for deposits agreed by the Administrative Agent and the Borrower for a term equivalent to such period in Dollars that is, at such time, broadly accepted by the syndicated loan market in the United States in lieu of the Eurodollar Base Rate or, if no such broadly accepted comparable successor interbank rate exists at such time, such successor index rate as the Administrative Agent and the Borrower may determine; provided further that at no time shall the Eurodollar Base Rate (including if determined to be an applicable successor rate pursuant to the proviso above) be deemed to be less than 0.00% per annum.

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

“Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular Facility where the then-current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow”: as defined in the Depositary Agreement.

“Excluded Assets”: as defined in the Guarantee and Collateral Agreement.

“Existing Credit Agreement”: as defined in the recitals.

“Existing Guarantee and Collateral Agreement”: as defined in the recitals.

“Existing Indebtedness Amount”: as defined in the recitals.

“Existing Loan Documents”: each of the Loan Documents (under and as defined in the Existing Credit Agreement) entered into from time to time in connection with the Existing Credit Agreement.

“Facility”: each of (a) the Term Commitments and the Term Loans made hereunder (the “Term Facility”) and (b) the Revolving Commitments and the Revolving Loans made hereunder (together with the Revolving L/C Facility, the “Revolving Facility”).

“FATCA”: Sections 1471 through 1474 of the Code as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreements entered into thereunder (and any foreign legislation implemented to give effect to such intergovernmental agreements) and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letters”: (a) the Fee Letter, dated on or around the Closing Date, between the Borrower and the Administrative Agent or any other Agent and (b) each other Fee Letter, dated on or around the Closing Date, between the Borrower and a Lender and/or Lead Arranger which is a party hereto on the Closing Date.

“Fee Payment Date”: (a) the last Business Day in each of March, June, September and December and (b) the earlier to occur of (i) the Revolving Facility Maturity Date and (ii) the date on which the Revolving Commitments are terminated in full.

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

“First Hedge Compliance Date”: as defined in Section 6.23(a)(ii).

“Flood Hazard Property”: as defined in Section 5.1(o)(iv).

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

“Fronting Exposure”: at any time there is a Defaulting Lender, with respect to any Revolving Facility Issuing Bank, such Defaulting Lender’s Revolving Percentage of the Revolving L/C Obligations in respect of outstanding Letters of Credit issued by such Revolving Facility Issuing Bank other than Revolving L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders pursuant to Section 2.21(g).

“Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lender Parties.

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time, consistently applied, subject to Section 1.2(c).

“Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank), any securities exchange, any self-regulatory organization (including the National Association of Insurance Commissioners), any applicable regional transmission organization or independent system operator as approved by FERC or the North American Electric Reliability Corporation (or any applicable regional entity thereof).

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement, dated as of the Closing Date, among Holdings, the Borrower, the Collateral Agent and the other Persons from time to time party thereto.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term “Guarantee Obligation” shall not include (A) endorsements of instruments for deposit or collection in the ordinary course of business or (B) Performance Guarantees issued in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Hedged Gross Margin”: for any period in respect of the Project, revenues expected to be received from Permitted Commodity Hedge and Power Sales Agreements for such period (other than the NStar PPA and NStar REC Sales Agreement).

“Holdings”: Kibby Wind Holdings, LLC, a Delaware limited liability company.

“Indebtedness”: of any Person at any date, without duplication, (a) all Indebtedness for Borrowed Money of such Person, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business that either (i) are not overdue by more than 90 days or (ii) are being contested in good faith by appropriate dispute resolution or other proceedings), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (limited to the lesser of (x) the amount of obligations secured and (y) the fair market value of such property), and (j) all obligations of such Person in respect of Swap Agreements. 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 expressly provide that such Person is not liable therefor.

“Indebtedness for Borrowed Money”: of any Person, at any date of determination, the sum, without duplication, of (a) all items that, in accordance with GAAP, would be classified as indebtedness on a consolidated balance sheet of such Person at such date, and (b) all obligations of such Person under acceptance, letter of credit or similar facilities at such date. For the avoidance of doubt, Indebtedness for Borrowed Money shall not include any Capital Lease Obligations.

“Indemnified Liabilities”: as defined in Section 10.5.

“Indemnitee”: as defined in Section 10.5.

“Independent Consultants”: the collective reference to the Environmental Consultant, the Insurance Consultant, the Power Market Consultant and the Engineering Consultant.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Insurance Consultant”: Moore McNeil, LLC, a division of Alliant Insurance Services, Inc., or another nationally recognized insurance consultant selected by the Administrative Agent and reasonably acceptable to the Borrower.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interconnection Agreement”: the First Revised Standard Large Generator Interconnection Agreement for the Kibby Wind Power Project, effective as of August 31, 2012, by and between ISO-New England Inc., the Borrower (f/k/a TransCanada Maine Wind Development Inc.) and Central Maine Power Company.

“Intercreditor Agreement”: the Collateral Agency and Intercreditor Agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent, the Collateral Agent and the other Persons from time to time party thereto.

“Interest Payment Date”: (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan (commencing with the last Business Day of the fiscal quarter ending September 30, 2018), (b) as to any Eurodollar Loan, the last day of such Interest Period; provided that if any Interest Period exceeds three months, the respective dates that fall every three months after the beginning of the Interest Period shall also be Interest Payment Dates and (c) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

“Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, three or six (or, if agreed to by all affected Lenders under the relevant Facility, twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurodollar Loan and ending one, three or six (or, if agreed to by all Lenders under the relevant Facility, twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

“Interest Rate Hedging Agreement”: any Swap Agreement entered into by the Borrower in the ordinary course of business and not for speculative purposes in order to effectively cap, collar or exchange interest rates (from floating to fixed rates) with respect to any interest-bearing liability or investment of the Borrower.

“Investment Accounts”: the Securities Accounts and the Deposit Accounts.

“Investments”: as defined in Section 7.7.

“L/C Expiration Date”: the day that is five Business Days prior to the Scheduled Termination Date for the applicable Facility (or, if such day is not a Business Day, the immediately preceding Business Day).

“L/C Fee”: as defined in Section 2.6(c).

“Lead Arrangers”: the reference to each of CIT Bank, N.A., Deutsche Bank AG Securities Inc., and Norddeutsche Landesbank Girozentrale, New York Branch.

“Lender Parties”: the collective reference to the Lenders and the Revolving Facility Issuing Banks.

“Lenders”: as defined in the preamble hereto; provided that, unless the context otherwise requires, each reference herein to Lenders shall be deemed to include Conduit Lenders.

“Letter of Credit”: any standby letter of credit issued by a Revolving Facility Issuing Bank in accordance with the terms of this Agreement.

“Letter of Credit Default”: with respect to any Acceptable Hedge Letter of Credit, the occurrence of any of the following events: (a) the issuer of such Acceptable Hedge Letter of Credit ceases to be an Acceptable L/C Bank, (b) the issuer of the Acceptable Hedge Letter of Credit shall fail to comply with or perform its obligations under such Acceptable Hedge Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period, (c) the issuer of such Acceptable Hedge Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Acceptable Hedge Letter of Credit, (d) such Acceptable Hedge Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of the applicable Commodity Hedge and Power Sales Agreement (unless prior to such expiration or termination such Acceptable Hedge Letter of Credit has been replaced by another Acceptable Hedge Letter of Credit not subject to a Letter of Credit Default or the applicable Affiliate that is a party to the applicable Commodity Hedge and Power Sales Agreement has provided other Acceptable Collateral Support in place of such expiring or terminating Acceptable Hedge Letter of Credit or (e) any event analogous to the Event of Default contained in Section 8(f) shall occur with respect to the issuer of such Letter of Credit.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Liquidity Reserve Account”: as defined in the Depositary Agreement.

“Loan”: any loan made by any Lender pursuant to this Agreement, including any Revolving L/C Advance.

“Loan Documents”: the collective reference to this Agreement, the Security Documents, the Intercreditor Agreement, the Notes, any letter (including the Fee Letters) or agreement provided by the Borrower or its Affiliates for the benefit of the Secured Parties (excluding any Interest Rate Hedging Agreements) and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”: the collective reference to the Borrower, Holdings and the Subsidiary Guarantors (if any).

“Local Accounts”: a local checking, deposit or securities account of the Borrower or any Subsidiary Guarantor with a balance that does not exceed at any time $2,000,000 in the aggregate.

“Major Maintenance Expenses”: all costs, other than administrative costs, costs incurred in connection with the day-to-day operation and maintenance of the Project, and all scheduled payments pursuant to the Vestas Services and Maintenance Agreement incurred by the Borrower in accordance with Prudent Industry Practice for any overhaul of, or major maintenance procedure for, the Project or any part thereof (excluding any such costs that are payable by other Persons under warranty or similar agreements or insurance policies).

“Major Maintenance Reserve Account”: as defined in the Depositary Agreement.

“Major Maintenance Reserve Required Amount”: on any Semi-Annual Payment Date occurring after the Closing Date, the greater of (a) $125,000 and (b) the amount reasonably anticipated to cover Major Maintenance Expenses for no less than the six month (and, in the Borrower’s sole discretion, an amount up to the twelve month) period after such date as certified by a Responsible Officer of the Borrower.

“Major Project Contracts” shall mean (a) the Interconnection Agreement, (b) the Vestas Service and Maintenance Agreement, (c) the NStar PPA and (d) the NStar REC Sales Agreement.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of (a) the aggregate unpaid principal amount of the Term Loans or (b) the Total Revolving Extensions of Credit (or prior to any termination in full of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments), as the case may be, outstanding under such Facility. The Total Revolving Commitments and Total Revolving Extensions of Credit of any Affiliated Debt Fund, Affiliated Lender and Defaulting Lender shall be disregarded in determining Majority Facility Lenders at any time, except as otherwise set forth in Section 2.21.

“Material Adverse Effect”: a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of Holdings, the Borrower and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Collateral Agent and the Lender Parties thereunder, or (c) the ability of the Loan Parties to perform their obligations under the Loan Documents taken as a whole.

“Material Commodity Hedge and Power Sales Agreement”: any Secured Commodity Hedge and Power Sales Agreement (as defined in the Intercreditor Agreement) that provides for payments of more than $1,500,000 in the aggregate per fiscal year to be made to or received by the Borrower or any of its Subsidiaries thereunder.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Minimum Transfer Amount”: as defined in the CSA Form.

“Moody’s”: Moody’s Investors Service, Inc. and any official successor thereto.

“Mortgage”: (a) the Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing (Maine), dated as of the Closing Date by the Borrower to the Collateral Agent, and (b) any mortgage or deed of trust delivered pursuant to Section 6.10(b), in each case to be executed and delivered by the parties thereto substantially in the form of Exhibit D (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

“Mortgaged Property”: the real property of the Borrower listed on Schedule 1.1A, as to which the Collateral Agent for the benefit of the Secured Parties shall be granted a Lien on the Closing Date pursuant to the Mortgage, as specified therein.

“Multiemployer Plan”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, consultants’ fees, investment banking fees, advisory fees, consent fees, regulatory approval fees, amounts required to be applied to the repayment of Indebtedness (including any premium, penalty and interest paid in connection with such payment) secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document), other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof by any Loan Party or its direct or indirect beneficial owners, including transactions or deemed transactions effected in order to carry out the related prepayment (after taking into account any available tax credits or deductions and any tax sharing arrangements), in each case (other than taxes) to the extent payable to a Person that is not an Affiliate of a Loan Party (for the avoidance of doubt, it is understood that tax distributions may be made to an Affiliate for payment to the appropriate Governmental Authority; provided that such distributions are made in accordance with Section 7.6), and (b) in connection with any incurrence of Indebtedness, the cash proceeds received from such incurrence, net of attorneys’ fees, accountants’ fees, consultants’ fees, investment banking fees, advisory fees, consent fees, regulatory approval fees, underwriting discounts and commissions, other customary fees and expenses actually incurred in connection therewith, in each case to the extent payable to a Person that is not an Affiliate of a Loan Party.

“NFIP”: as defined in Section 5.1(o)(iv).

“Non-Excluded Taxes”: as defined in Section 2.17(a).

“Non-Recourse Persons”: as defined in Section 10.18(a).

“Non-U.S. Lender”: as defined in Section 2.17(d).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Notice Date”: with respect to each Energy Hedge Period (other than Period 1), the date that is 6 months prior to the commencement of such Energy Hedge Period.

“NStar PPA”: the Power Purchase Agreement, dated June 7, 2007, between the Borrower (as assignee of TransCanada Power Marketing Ltd. pursuant to that certain Assignment Agreement dated as of October 1, 2016 by and between TransCanada Power Marketing Ltd., as assignor, and the Borrower (f/k/a TransCanada Maine Wind Development Inc.), as assignee) and NStar Electric Company, as amended by the Power Purchase First Amendment dated September 12, 2007, the Second Amendment to Power Purchase Agreement, dated January 7, 2008, and the Third Amendment to Power Purchase Agreement, dated February 27, 2008.

“NStar REC Sales Agreement”: the Agreement for the Purchase and Sale of Renewable Energy Certificates, dated June 7, 2007, between the Borrower (as assignee of TransCanada Power Marketing Ltd. pursuant to that certain Assignment Agreement dated as of October 1, 2016 by and between TransCanada Power Marketing Ltd., as assignor, and the Borrower (f/k/a TransCanada Maine Wind Development Inc.), as assignee) and NStar Electric Company, as amended by the First Amendment to Agreement for the Purchase and Sale of Renewable Energy Certificates, dated September 12, 2007 and the Second Amendment to Agreement for the Purchase and Sale of Renewable Energy Certificates, dated February 27, 2008.

“O&M Agreement”: the Operation and Maintenance Agreement for the Kibby Wind Facility, dated as of February 28, 2017, between IHI Power Services Corp. and Borrower (as assignee of Helix Generation, LLC).

“O&M Costs”: as defined in the Depositary Agreement.

“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans, Revolving L/C Advances and Unreimbursed Amounts, including all Revolving L/C Unreimbursed Drawings and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any other Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent, the Collateral Agent or Lender Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent or any Lender Party that are required to be paid by the Borrower or any other Loan Party pursuant hereto) or otherwise.

“OFAC”: the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operator”: (a) [***], or any of their respective Affiliates or another operator with comparable experience to [***], respectively, (b) an operator having demonstrated experience operating natural-gas fired power facilities similar to the Project or (c) the Sponsor or any Affiliate of the Sponsor, as applicable.

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise, property, intangible, mortgage recording or similar taxes, charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant”: as defined in Section 10.6(c)(i).

“Participant Register”: as defined in Section 10.6(c)(iii).

“Pass-Through Entity”: any entity that is treated as an entity disregarded from its owner for U.S. federal income tax purposes or as a partnership that is not taxable as a corporation for U.S. federal income tax purposes.

“Patriot Act”: as defined in Section 10.17.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Performance Guarantee”: any performance guaranty agreement entered into by the Borrower or any of its Subsidiaries under which such Person (a) guarantees the performance of a Subsidiary of the Borrower under a principal lease, offtake, supply, service, construction, operating or other agreement relating to the Project or (b) is otherwise obligated to provide performance related support in connection with the Project, in each case to the extent such performance guaranty agreement does not guarantee or otherwise relate to Indebtedness for Borrowed Money.

“Permits”: any and all franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required to be obtained from a Governmental Authority.

“Permitted Affiliate Hedge Counterparty”: any Affiliate of the Borrower as of the date such Permitted Commodity Hedge and Power Sales Agreement is entered into that has agreed pursuant to the terms of the applicable Permitted Commodity Hedge and Power Sales Agreement to which it is a party, to provide (or cause to be provided) and maintain Acceptable Collateral Support in respect of its obligations under the applicable Commodity Hedge and Power Sales Agreement in an amount equal to not less than the Required Support Amount; provided that such Affiliate shall cease to constitute a Permitted Affiliate Hedge Counterparty in the following circumstances: (a) the Acceptable Collateral Support required to be maintained by such Affiliate shall not be in full force and effect for a period in excess of five Business Days, (b) the Acceptable Collateral Support required to be maintained by such Affiliate is not equal to the Required Support Amount for a period longer than five Business Days or (c) to the extent that the Acceptable Collateral Support posted by such Affiliate takes the form of an Acceptable Hedge Letter of Credit, either: (i) fewer than 20 days remain prior to the expiration date of such Acceptable Hedge Letter of Credit or (ii) a Letter of Credit Default with respect to such Acceptable Hedge Letter of Credit applies., in each case, unless such Acceptable Hedge Letter of Credit is replaced with other Acceptable Collateral Support.

“Permitted Commodity Hedge and Power Sales Agreements”: any Commodity Hedge and Power Sales Agreement entered into by the Borrower or any Subsidiary Guarantor pursuant to Section 7.10.

“Permitted Hedge Counterparty”: (a) with respect to any Permitted Commodity Hedge and Power Sales Agreement, any Person (x)(i) that (A) is a commercial bank, investment bank, insurance company, investment fund or other similar financial institution or affiliate thereof, (B) is a public utility or any reputable exchange (e.g., Intercontinental Exchange) or regional system operator (e.g., ISO-New England Inc.) or (C) is in the business of selling, marketing, purchasing, trading or distributing electric energy or transporting, selling, marketing, trading or storing fuel, and (ii) as of the date such Permitted Commodity Hedge and Power Sales Agreement is entered into, with respect to any such Person other than a load serving entity or Person described in clause (x)(i)(B), that has a rating of at least BBB+ by S&P and at least Baa1 by Moody’s (or if rated only by one of S&P or Moody’s, of at least BBB+ by S&P or at least Baa1 by Moody’s respectively) for its unsecured long-term senior debt obligations (or whose obligations under such Permitted Commodity Hedge and Power Sales Agreement are guaranteed in full by an unconditional guaranty of a Person with such ratings); provided that, if such Person is a Person described in clause (x)(i)(C) (other than a load serving entity or Person described in clause (x)(i)(B)) and is a party to a Permitted Commodity Hedge and Power Sales Agreement that is physically settled, such Person shall, in lieu of the ratings set forth above, be required to have only a rating of at least BBB- by S&P and at least Baa3 by Moody’s (or if rated by only one of S&P or Moody’s, of at least BBB- by S&P or at least Baa3 by Moody’s respectively) for its unsecured long-term senior debt obligations (or whose obligations under such Permitted Commodity Hedge and Power Sales Agreement are guaranteed in full by an unconditional guaranty of a Person with such ratings); provided further that if, as of any date of determination, such Person described in clause (x)(i)(C) does not have any rating of its unsecured long-term senior debt obligations, then such Person’s corporate (or corporate issuer, as applicable) rating shall be at least BBB- by S&P and at least Baa3 by Moody’s (or if rated by only one of S&P or Moody’s, of at least BBB- by S&P or at least Baa3 by Moody’s respectively) or (y) that is a Permitted Affiliate Hedge Counterparty and (b) with respect to any Interest Rate Hedging Agreement, any Secured Interest Rate Hedge Provider.

“Permitted Liens”: as defined in Section 7.3.

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4062 or 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Power Market Consultant”: Leidos Engineering, LLC or another nationally recognized power market consultant selected by the Administrative Agent and reasonably acceptable to the Borrower.

“Pro Forma Balance Sheet”: as defined in Section 4.7.

“Project”: the approximately 132 megawatt wind electric generating facility located along Kibby Mountain and Kibby Range in Franklin County, Maine, together with all auxiliary equipment, ancillary and associated facilities and equipment, electrical transformers and electrical interconnection and metering facilities (whether owned or leased by the Project) used, directly or indirectly, for the receipt of fuel and water, the generation of electrical output and the delivery of the electrical output of the Project, all other improvements related to the ownership, operation and maintenance of the Project and associated equipment.

“Project Contract”: each Contractual Obligation related to the operation, maintenance, management, administration, interconnection, ownership or use of the Project, the provision of water, electricity and other inputs therefor, the sale of electricity, capacity, ancillary services or other products therefrom, the disposal of wastewater or other outputs therefrom or the provision of services therefor, entered into by, or assigned to, the Borrower or any of its Subsidiaries and any other Person.

“Projections”: as defined in Section 5.1(c).

“Properties”: as defined in Section 4.20(a).

“Prudent Industry Practice”: those practices, methods, techniques, specifications and standards of safety and performance, as they may be modified from time to time, that (a) are generally accepted in the electric generating and transmission industry as good, safe and prudent engineering practices in connection with the design, construction, operation, maintenance, repair or use of electric generating and transmission facilities and (b) are otherwise in compliance in all material respects with applicable Requirements of Law. Prudent Industry Practices are not limited to the optimum practices, methods or acts to the exclusion of all others, but rather include a spectrum of possible practices, methods or acts commonly employed in the utility generation industry during the relevant period in light of the circumstances.

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

“Qualified Energy Manager”: any Person having demonstrated experience providing energy management services to a Comparable Project (which shall be deemed to include, for the avoidance of doubt, [***] and their respective Affiliates).

“Qualified Operator”: any Person that has substantial experience as an operator of a Comparable Project (which shall be deemed to include, for the avoidance of doubt, [***] and their respective Affiliates).

“Qualified Owner”: any Person that (a) (i) has a tangible net worth of at least $300,000,000, (ii) is a direct or indirect Subsidiary of a Person that has a tangible net worth of at least $300,000,000, (iii) has its obligations in respect of its direct or indirect ownership interests in Holdings guaranteed by an Affiliate that has a tangible net worth of at least $300,000,000 or (iv) is an investment, sovereign, private equity or pension fund (or similar legal entity) with invested and unfunded capital commitments of at least $300,000,000 under management, (b) (i) is (or has

an Affiliate that is) a past or present majority owner of a Comparable Project, (ii) is a Qualified Operator or has an Affiliate that is a Qualified Operator or (iii) has caused the Borrower to contract for the operation of the Project by a Qualified Operator to the extent that the Project is not, at the time of (and after giving effect to) the direct or indirect acquisition of the Capital Stock of Holdings by such Person, operated by a Qualified Operator and (c) either (i) is a Qualified Energy Manager, (ii) has an Affiliate or a Qualified Operator that is a Qualified Energy Manager or (iii) has caused the Borrower to contract for energy management services for the Project by a Qualified Energy Manager (which may include a Qualified Operator of the Project to the extent such Qualified Operator is a Qualified Energy Manager), in the case of this clause (c), to the extent that neither the Borrower nor any of its Affiliates are a Qualified Energy Manager or have, at the time of (and after giving effect to) the direct or indirect acquisition of the Capital Stock of Holdings by such Person, a Qualified Energy Manager; provided that prior to any such Person becoming an owner, directly or indirectly, of any Capital Stock in the Borrower, (w) the Administrative Agent shall have received written notice of the proposed acquisition by such Person of such Capital Stock at least 15 Business Days prior to such acquisition (the Administrative Agent agreeing that it shall in turn promptly deliver a copy of any such notice to the Lender Parties), (x) the Administrative Agent shall have provided to the Borrower within five Business Days of the Administrative Agent’s receipt of such notice, a reasonably detailed description of all documentation and other information reasonably required by the Lender Parties pursuant to their respective applicable “know your customer” and anti-money laundering rules and regulations consistently applied in connection with such proposed acquisition, if any, (y) such Person (either directly or through the Borrower) shall have provided to the Administrative Agent such requested documentation and other information within five Business Days after it shall have received notice of the same pursuant to clause (x), and (z) the Administrative Agent (on behalf of any Lender Party (acting in good faith)) shall not have objected to such Person’s acquisition of such Capital Stock within 15 Business Days of the notice received pursuant to clause (w) above solely on the basis that such Person’s, direct or indirect, ownership of Capital Stock in the Borrower would violate any such Lender Party’s “know your customer” and anti-money laundering rules and regulations consistently applied and if any such Lender Party shall have so objected solely based on the then applicable standards of such institution consistently applied on such basis, then such prospective owner shall not be a “Qualified Owner” hereunder and the related transaction shall be a “Change of Control” for purposes of Section 8(k) unless such Lender Party has been replaced pursuant to Section 2.20(e) as a result of such Lender Party’s objection; provided further that, if such Person (or the Borrower) fails to provide all documentation and other information reasonably requested by the Administrative Agent pursuant to clause (y) above, the 15 Business Days referenced in clause (z) above shall be extended on a day-for-day basis for the actual number of Business Days beyond the five Business Days that it takes such Person (or the Borrower) to actually deliver such information and documentation.

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any Collateral, in each case resulting in the receipt of insurance or condemnation proceeds by the Borrower or any of its Subsidiaries (or receipt by Holdings on behalf of the Borrower or any of its Subsidiaries).

“Recovery Event Certificate”: as defined in the Depositary Agreement.

“Recovery Event Proceeds”: as defined in Section 6.18(a).

“Recovery Event Proceeds Account”: as defined in the Depositary Agreement

“Register”: as defined in Section 10.6(b)(iv).

“Regulation T”: Regulation T of the Board as in effect from time to time.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reinvestment”: as applicable, the development, construction, acquisition or repair of assets useful in the Borrower’s business.

“Reinvestment Notice”: (a) as to the occurrence of any Recovery Event, a Recovery Event Certificate and (b) in the case of any Asset Sale, a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower intends and expects to use all or a specified portion of the Net Cash Proceeds of such Asset Sale for a Reinvestment.

“Related Party”: as to any Person, such Person’s directors, officers, employees and agents of such Person.

“Remaining Excess Cash Flow”: as defined in Section 2.9(c)(i).

“Repaired Feasibly”: as of the date of the Restoration Plans, the Project can be repaired or restored in a manner that is reasonably believed by the Borrower to be technically feasible, and otherwise in all material respects within applicable Permit restrictions.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Reporting Deliverable”: as defined in Section 1.2(g).

“Required Approvals”: as defined in Section 4.3.

“Required Insurance”: as defined in Section 6.5(a).

“Required Lenders”: at any time, the holders of more than 50% of the sum of (a) the aggregate principal amount of the Term Loans then outstanding plus (b) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding. The Revolving Commitments and Total Revolving Extensions of Credit of any Defaulting Lender, Affiliated Debt Fund and Affiliated Lender shall be disregarded in determining Required Lenders at any time, except as otherwise set forth in Section 2.21.

“Required Support Amount”: as of any date of determination with respect to any Commodity Hedge and Power Sales Agreement, the sum of (a)(i) $4.00 per megawatt-hour multiplied by (ii) the remaining undelivered volumes (expressed as megawatt-hours) of energy as of such date under the applicable Commodity Hedge and Power Sales Agreement plus (b)(i) $4.00 per megawatt-hour multiplied by (ii) the remaining undelivered volumes (expressed as megawatt-hours) of renewable energy credits as of such date under the applicable Commodity Hedge and Power Sales Agreement plus (c) the positive amount (if any) equal to 100% of the amount of the Borrower’s mark to market exposure to the applicable Affiliate under the applicable Commodity Hedge and Power Sales Agreement calculated in accordance with the standard terms of the CSA.

“Requirements of Law”: as to any Person, any law, treaty, rule, regulation, order or determination of an arbitrator or a court or other Governmental Authority (including any Environmental Laws and any Permits, ERISA, the Patriot Act, the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, the Federal Power Act, the Energy Policy Act of 2005, including PUHCA, and state regulatory laws governing public utilities, public service companies, generation owners, or similar entities), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserve Accounts”: the collective reference to the Debt Service Reserve Account, the Major Maintenance Reserve Account and the Liquidity Reserve Account.

“Responsible Officer”: the chief executive officer, president, chief financial officer, principal accounting officer, treasurer, assistant treasurer, controller, any managing director, director or vice president of the Borrower, but in any event, with respect to financial matters, the chief financial officer or treasurer of the Borrower.

“Restoration Plans”: as defined in Section 6.18(b).

“Restricted Payments”: as defined in Section 7.6.

“Revenue Account”: as defined in the Depositary Agreement.

“Revenues”: all revenues received by the Borrower or any of its Subsidiaries, including (a) the Net Cash Proceeds of any Disposition (except for any Asset Sale), (b) revenues from the sale, transmission and distribution of electrical energy, capacity, energy transmission and ancillary services (but excluding amounts held in any secured or lock-box account by the Borrower or any of its Subsidiaries for the benefit of an Energy Manager for a maximum period of 60 days from the date of deposit of such amounts therein), (c) renewable energy credits, (d) payments received under Interest Rate Hedging Agreements, Energy Management Agreements, and any Commodity Hedge and Power Sales Agreements, (e) investment income on amounts in any accounts of the Borrower or any of its Subsidiaries, (f) proceeds of business interruption or liability insurance and (g) all amounts required to be transferred to the Revenue Account from any other accounts (but excluding the Debt Service Reserve Account, the Major Maintenance Reserve Account and the Liquidity Reserve Account) or from any other source, in each case as contemplated by the Loan Documents.

“Revolving Commitment”: the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1B or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

“Revolving Commitment Period”: the period from and including the Closing Date to (and excluding) the Revolving Facility Maturity Date.

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of Revolving Loans and Revolving L/C Advances held by such Lender then outstanding plus (b) such Lender’s Revolving Percentage of the outstanding Revolving L/C Obligations at such time.

“Revolving Facility”: as defined in the definition of “Facility”.

“Revolving Facility Issuing Bank”: any of (a) Norddeutsche Landesbank Girozentrale, New York Branch, and (b) each other Revolving Lender as the Borrower may from time to time select as a Revolving Facility Issuing Bank hereunder (provided that such Revolving Lender shall be reasonably acceptable to the Administrative Agent and such Revolving Lender has agreed to be a Revolving Facility Issuing Bank hereunder in a writing satisfactory to the Administrative Agent, executed by such Revolving Lender, the Borrower and the Administrative Agent), each in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. A Revolving Facility Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by (x) Affiliates of such Revolving Facility Issuing Bank or (y) with the consent of the Borrower, any other financial institution, in which case the term “Revolving Facility Issuing Bank” shall include any such Affiliate or financial institution with respect to Letters of Credit issued by such Affiliate or such financial institution.

“Revolving Facility Maturity Date”: the date that is the fifth anniversary of the Closing Date.

“Revolving L/C Advance”: as to any Revolving Lender, such Revolving Lender’s funding of its participation in any Revolving L/C Unreimbursed Drawing in accordance with its Revolving Percentage.

“Revolving L/C Application”: an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Revolving Facility Issuing Bank, together with a request for Revolving L/C Credit Extension substantially in the form of Exhibit I (or such other form as the Administrative Agent and the applicable Revolving Facility Issuing Bank may approve).

“Revolving L/C Commitment”: as to any Revolving Facility Issuing Bank, its commitment to issue Letters of Credit, and to amend, renew or extend Letters of Credit previously issued by it, pursuant to Section 3.1, in an aggregate face amount at any time outstanding not to exceed (a) in the case of any Revolving Facility Issuing Bank party hereto as of the Closing Date, the amount set forth opposite such Revolving Facility Issuing Bank’s name on Schedule 1.1D hereto and (b) in the case of any Revolving Lender that becomes a Revolving Facility Issuing Bank hereunder thereafter, that amount which shall be set forth in the written agreement by which such Revolving Lender shall become a Revolving Facility Issuing Bank, in each case as the maximum outstanding face amount of Letters of Credit to be issued by such Revolving Facility Issuing Bank, as such commitment may be changed from time to time pursuant to the terms hereof or with the agreement in writing of such Revolving Facility Issuing Bank, the Borrower and the Administrative Agent. The aggregate Revolving L/C Commitments of all the Revolving Facility Issuing Banks shall be less than or equal to the Total Revolving Commitments as in effect from time to time

“Revolving L/C Credit Extension”: as to any Letter of Credit, as the context may require, the issuance thereof or the extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“Revolving L/C Documents”: as to any Letter of Credit, each Revolving L/C Application and any other document, agreement and instrument entered into by the applicable Revolving Facility Issuing Bank and the Borrower or in favor of such Revolving Facility Issuing Bank and relating to such Letter of Credit.

“Revolving L/C Indemnitee”: as defined in Section 9.7(b).

“Revolving L/C Obligations”: as of any date of determination, the aggregate Available Amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all Revolving L/C Unreimbursed Drawings.

“Revolving L/C Unreimbursed Drawing”: an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed by the Borrower on the date due.

“Revolving Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans”: as defined in Section 2.4(a).

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of all Revolving Extensions of Credit of all Revolving Lenders then outstanding; provided that in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“S&P”: S&P Global Ratings and any official successor thereto.

“Sanction(s)”: economic or financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State, or the U.S. Department of Commerce; (b) the United Nations Security Council; (c) the European Union or any of its member states; (d) Her Majesty’s Treasury; (e) Switzerland; (f) Canada or (g) any other relevant authority.

“Sanctioned Country”: at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, territory or government (as of the Closing Date, Cuba, Iran, Myanmar, North Korea, Sudan, and Syria).

“Sanctioned Person”: at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including (a) any Person listed on the SDN List or any other Sanctions-related list of designated Persons maintained by the United States (including by OFAC, the U.S. Department of State, or the U.S. Department of Commerce), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury, Switzerland, Canada or any other relevant authority, (b) any Person located, organized or resident in, or any governmental entity or governmental instrumentality of, a Sanctioned Country or (c) any Person 25% or more directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses (a) or (b) hereof.

“Scheduled Termination Date”: (a) with respect to the Term Facility, the Term Facility Maturity Date and (b) with respect to the Revolving Facility, the Revolving Facility Maturity Date.

“SDN List”: as defined in Section 6.21(a).

“Secured Interest Rate Hedge Provider”: any Person who is a Lender, an Agent or a Lead Arranger or an Affiliate of a Lender, an Agent or a Lead Arranger (or any Person who was a Lender, an Agent or a Lead Arranger or an Affiliate of a Lender, an Agent or a Lead Arranger at the time of execution and delivery of an Interest Rate Hedging Agreement) who has entered into an Interest Rate Hedging Agreement. For the avoidance of doubt, each Secured Interest Rate Hedge Provider may continue to be a Secured Interest Rate Hedge Provider regardless of whether it or its Affiliates ceases to be a Lender.

“Secured Interest Rate Hedging Agreement”: any Interest Rate Hedging Agreement which is provided by a Secured Interest Rate Hedge Provider.

“Secured Parties”: as defined in the Intercreditor Agreement.

“Securities Accounts”: all “securities accounts” as defined in Article 8 of the UCC.

“Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the Mortgage, the Depositary Agreement, the Account Control Agreements, the Consents and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Semi-Annual Payment Date”: the last Business Day of June and December of each year, commencing with the last Business Day of June 2019.

“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Solvent”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required, as of such date, to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) as of such date, such Person has not incurred and does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Hedge Agreement”: any (a) Permitted Commodity Hedge and Power Sales Agreement or (b) Interest Rate Hedging Agreement, in each case entered into by the Borrower or any of its Subsidiaries and any Permitted Hedge Counterparty.

“Sponsor”: (a) LS Power Equity Partners III, L.P., a Delaware limited partnership; provided, that, after the acquisition of all of the direct or indirect Capital Stock of the Borrower by a Qualified Owner, LS Power Equity Partners III, L.P. shall cease to be the “Sponsor” from and after such date for purposes of (i) the definitions of “Affiliated Debt Fund” and “Affiliated Lenders” and (ii) Section 6.14 and (b) after the acquisition of all or a portion of the direct or indirect Capital Stock of the Borrower by a Qualified Owner, the direct or indirect parent company of such Qualified Owner designated by such Qualified Owner in a written notice to the Administrative Agent as the “Sponsor” for all purposes hereof (other than the definition of “Operator”).

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers, or similar governing body, of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor”: each Subsidiary of the Borrower that is required to become a party to the Guarantee and Collateral Agreement pursuant to Section 6.10(c).

“Swap Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower shall be a “Swap Agreement”.

“Sweep Date”: as defined in Section 2.9.

“Target Debt Balance”: as of each Semi-Annual Payment Date, an amount equal to the corresponding Dollar amount set forth in Schedule 2.9(c) for such Semi-Annual Payment Date.

“Targeted Hedged Gross Margin”: for (a) the second Energy Hedge Period, $16,000,000 and (b) the third Energy Hedge Period, $10,500,000.

“Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1C. The original aggregate amount of the Term Commitments is $80,000,000.

“Term Facility”: as defined in the definition of “Facility”.

“Term Facility Maturity Date”: the date that is the fifth anniversary of the Closing Date.

“Term Lender”: each Lender that has a Term Commitment or that holds a Term Loan.

“Term Loan”: as defined in Section 2.1.

“Term Percentage”: as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of all Term Loans then outstanding).

“Termination Date”: the latest to occur of the date on which (a) all Commitments have expired or been terminated, (b) the principal amount of all Loans and all other payment Obligations under the Loan Documents have been paid in full, (c) all Letters of Credit have been cancelled or have expired or been Cash Collateralized and (d) the Secured Interest Hedging Agreements have terminated.

“Title Insurance Company”: as defined in Section 5.1(o)(ii).

“Title Policy”: as defined in Section 5.1(o)(ii).

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. The original amount of the Total Revolving Commitments is $17,000,000.

“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Tracking Account”: with respect to any Commodity Hedge and Power Sales Agreement, any “tracking account” or other deferral of ordinary course settlement payment included in any Permitted Commodity Hedge and Power Sale Agreement that provides the Borrower or any of its Subsidiaries with liquidity to address node-to-zone volume and pricing basis risk.

“Transferee”: any Assignee or Participant.

“Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“UCC”: the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, at any time, if by reason of mandatory provisions of law, any or all of the perfection, effect of perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“United States” and “U.S.”: the United States of America.

“Unreimbursed Amount”: with respect to any Letter of Credit, the amount of any drawing under such Letter of Credit which the Borrower has failed to reimburse in accordance with the provisions of Section 3.1(c)(i).

“Upwind Array Event”: the erection of a wind turbine generator by the Sponsor or its Subsidiaries (other than the Borrower) that is not included in the Project and located within (a) the area within 40 rotor diameters from the center point of any Wind Turbine comprising a part of the Project in the sector located between 240 degrees and 330 degrees or (b) the area within radius of 10 rotor diameters from the center point of any Wind Turbine comprising a part of the Project in all other directions not described in clause (a) (clauses (a) and (b), collectively, an “Upwind Array”) in each case which Upwind Array could result in a Material Adverse Effect. For purposes of determining such areas, degree references shall be measured based on true north.

“Vestas Service and Maintenance Agreement”: the Service and Maintenance Agreement for the Kibby Project, dated as of October 17, 2014, between Borrower (f/k/a TransCanada Maine Wind Development, Inc.) and Vestas-American Wind Technology, Inc.

“Wind Consultant”: any of (a) ArcVera Renewables, (b) DNV GL or (c) another wind resource consultant with significant experience in the wind power generation industry and whose qualifications are reasonably agreeable to the Administrative Agent and the Borrower.

“Wind Consultant’s Report”: the engineering report delivered pursuant to Section 5.1(d) or any subsequent report of the Wind Consultant that includes the wind and energy production forecasts for the Project.

“Wind Turbine”: means, each with respect to the Project, the wind turbine generators, together with the associated mechanical systems, electrical systems, control systems, communication systems and towers.

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Other Definitional Provisions.

SECTION 2. AMOUNT AND TERMS OF LOAN COMMITMENTS

2.1 Term Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Term Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.

2.2 Procedure for Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which shall be irrevocable and must be received by the Administrative Agent prior to 11:00 A.M., New York City time, in the case of borrowing of Eurodollar Loans, three Business Days prior to the anticipated Closing Date and, in the case of a borrowing of ABR Loans, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each relevant Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the applicable Term Lenders in immediately available funds. Subject to Section 2.21(g) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

2.3 Repayment of Term Loans. The Term Loan of each Term Lender shall mature in consecutive semi-annual installments on the last Business Day of each Semi-Annual Payment Date prior to the Termination Date, in an amount equal to such Term Lender’s Term Percentage multiplied by the amount equal to the original principal amount of the Term Loans (reduced by the amount of any Term Loans prepaid in connection with an optional or mandatory prepayment, as the case may be, in accordance with Section 2.8 or 2.9 (other than Section 2.9(c)) times the applicable percentage set forth on Schedule 2.3 beginning with the period ending June 28, 2019; provided that the final principal installment shall be repaid on the Term Facility Maturity Date and shall be in an amount equal to the aggregate principal amount of the Term Loans outstanding on such date.

2.4 Revolving Commitments.

2.5 Procedure for Revolving Loan Borrowing.

2.6 Fees.

2.7 Optional Termination or Reduction of Commitments. The Borrower shall have the right after the Closing Date, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of such Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of Revolving Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof (or an amount equal to the aggregate Available Revolving Commitments of all Revolving Lenders), and shall ratably reduce permanently the Revolving Commitments then in effect.

2.8 Optional Prepayments.

2.9 Mandatory Prepayments and Commitment Reductions.

2.10 Conversion and Continuation Options.

2.11 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof, other than any conversions or continuations in the full principal amount of an applicable Loan and (b) no more than eight Eurodollar Tranches shall be outstanding at any one time.

2.12 Interest Rates and Payment Dates.

2.13 Computation of Interest and Fees.

2.14 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

2.15 Pro Rata Treatment and Payments.

2.16 Requirements of Law.

and the result of any of the foregoing is to increase the cost to such Lender Party, by an amount that such Lender Party deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing Letters of Credit or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case,

2.17 Taxes.

2.18 Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto or (d) any rescission of any notice of prepayment pursuant to Section 2.8(b). Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.18 submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.19 Change of Lending Office. Each Lender Party agrees that, upon the occurrence of any event giving rise to the operation of Section 2.16 or 2.17(a) with respect to such Lender Party, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender Party) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender Party, cause such Lender Party and its lending office(s) to suffer no economic, legal or regulatory disadvantage; provided further that nothing in this Section 2.19 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender Party pursuant to Section 2.16 or 2.17(a).

2.20 Replacement of Lenders. The Borrower shall, at its sole cost and expense, be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.16 or 2.17(a), (b) is a Defaulting Lender, (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as, subject to Section 10.1(d), the consent of the Required Lenders has been obtained), (d) provides a notice to the Borrower that such Lender requests a conversion of Eurodollar Loans to ABR Loans pursuant to Section 2.10(c), or (e) objects to a prospective Qualified Owner (whether on the basis that such prospective Qualified Owner’s, direct or indirect, ownership of Capital Stock in the Borrower would violate the “know your customer” and anti-money laundering policies of such Lender or otherwise), in each case with an Eligible Assignee; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) in the case of clause (c), no Event of Default shall have occurred and be continuing at the time of such replacement and the replacement Lender shall have consented to the amendment, supplement, modification, consent or waiver to which the replaced Lender did not consent, (iii) in the case of clause (a) or (d), prior to any such replacement, such Lender shall have taken no action under Section 2.19 that had the result of eliminating the continued need for payment of amounts owing pursuant to Section 2.16 or 2.17(a) or the conversion of Eurodollar Loans to ABR Loans pursuant to Section 2.10(a), (iv) the applicable Eligible Assignee shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) in the case of clauses (a) and (c), the Borrower shall be liable to such replaced Lender under Section 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the applicable Eligible Assignee shall be reasonably satisfactory to the Administrative Agent and, if such financial institution shall become a Revolving Lender, each Revolving Facility Issuing Bank, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) in the case of clause (a), until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.17(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any Lender Party shall have against the replaced Lender.

2.21 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirements of Law:

2.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

SECTION 3. LETTERS OF CREDIT

3.1 Revolving L/C Commitments.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Revolving Facility Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against any Revolving Facility Issuing Bank and its correspondents unless such notice is given as aforesaid.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lender Parties to enter into this Agreement and to make the Loans and issue the Letters of Credit, the Borrower hereby represents and warrants (as to itself, as to Holdings (where specified) and as to any Subsidiary in existence on any date on which such representation and warranty is made or deemed to be made (where specified), it being acknowledged that no such Subsidiary is in existence as of the Closing Date) to the Administrative Agent and each Lender Party that:

4.1 No Change. Since December 31, 2017 there has been no Material Adverse Effect that is continuing.

4.2 Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be excepted to have a Material Adverse Effect, and (d) is in compliance with (i) its organizational documents and (ii) all Requirements of Law, in each case, except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.3 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party, including the granting of Liens pursuant to the Security Documents, and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery and performance of this Agreement or any of the other Loan Documents by each Loan Party, except (a) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect (the “Required Approvals”), (b) the filings referred to in Section 4.22, (c) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (d) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto, as applicable. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, as applicable, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.4 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (a) will not conflict with or result in a violation or breach of any (i) organizational documents of such Person, (ii) Requirements of Law or (iii) Contractual Obligation of any Loan Party, except in the case of clauses (ii) or (iii), any such conflict, violation or breach that would not reasonably be expected to have a Material Adverse Effect, and (b) will not result in, or require, the creation or imposition of any Lien on any of the Loan Parties’ respective material properties or revenues or on any Capital Stock of, or owned by, the Borrower or any Subsidiary Guarantor pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and other Permitted Liens).

4.5 Litigation. Except as set forth on Schedule 4.5, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against the Collateral (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.

4.6 No Default. None of the Borrower or any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.7 Pro Forma Balance Sheet. The unaudited pro forma balance sheet of the Borrower as at the Closing Date (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the Administrative Agent pursuant to Section 5.1(b), has been prepared giving effect (as if such events had occurred on such date) to (a) the Loans to be made on the Closing Date and the use of proceeds thereof and (b) the payment of fees and expenses in connection with the foregoing. To the knowledge and best estimate of the Borrower, the Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects the estimated financial position of the Borrower on a pro forma basis as at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

4.8 Indebtedness. None of the Borrower or any of its Subsidiaries has any outstanding Indebtedness or other liabilities other than pursuant to or allowed by the Loan Documents. None of the Borrower or any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities, long-term leases or unusual forward or long-term commitments, including any material interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives that are prohibited by the terms of the Loan Documents.

4.9 Ownership of Property; Liens. (a) Each of the Borrower and its Subsidiaries has title in fee simple to, a valid leasehold interest in, or other necessary, appropriate or adequate right to use, all its material real property, and good title to, or a valid leasehold interest in or other necessary, appropriate or adequate right to use, all its other material property, and (b) none of such property is subject to any Lien other than Permitted Liens.

4.10 Intellectual Property. Each of the Borrower and each of its Subsidiaries owns, or is licensed or has rights to use, all material Intellectual Property currently used in its business as currently conducted. To the Borrower’s knowledge, neither it nor any of its Subsidiaries has received from any third party a claim in writing that it is infringing in any material respect the Intellectual Property of such third party. The use of Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person in any material respect.

4.11 Taxes. Each of the Borrower and each of its Subsidiaries has filed or caused to be filed or has been included in all federal, state and other material tax returns that are required to be filed on or before the date hereof and has paid all material taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other material taxes, fees or other charges (including interest and penalties and any withholding taxes) imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the relevant Subsidiary, as the case may be). No tax Lien has been filed, other than Permitted Liens, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge. Neither the Borrower nor any of its Subsidiaries is party to any material tax sharing agreement. Each of the Borrower and its Subsidiaries is classified as an entity disregarded as separate from its owner for U.S. federal income tax purposes.

4.12 Permits. As of the Closing Date, the Borrower and each of its Subsidiaries have (except as set forth on Part A of Schedule 4.12), all material Permits under applicable Requirements of Law (including Environmental Laws) that are required to be obtained by or on behalf of the Borrower or any such Subsidiary for the ownership and operation of the Project (including the sale of electric energy, capacity and any applicable ancillary services therefrom) as the Project is currently designed and contemplated to be owned and operated. As of the Closing Date, except as set forth on Part B of Schedule 4.12, (a) each such material Permit (i) has been issued to or on behalf of the Borrower or a Subsidiary and (ii) is not subject to any current legal proceeding (including administrative or judicial appeal, permit renewals or modifications, suspensions or revocations) or to any unsatisfied material condition that would be reasonably expected to have a Material Adverse Effect and (b) all statutorily prescribed appeal periods with respect to the issuance of such material Permits have expired, except any such appeal periods that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, each of the Borrower and each of its Subsidiaries is in compliance with all such material Permits, except as otherwise would not reasonably be expected to have a Material Adverse Effect.

4.13 Agreements, Etc. Correct and complete copies of each Major Project Contract, the Energy Management Agreement and the O&M Agreement in effect on the Closing Date have been delivered to each Lead Arranger by the Borrower. Except as has been previously disclosed in writing to the Administrative Agent, as of the Closing Date, none of any Major Project Contract, the Energy Management Agreement and the O&M Agreement have been amended, modified or terminated in any material respect. As of the Closing Date, each Major Project Contract, the Energy Management Agreement and the O&M Agreement are in full force and effect and, to the Borrower’s knowledge, no material defaults have occurred and are continuing thereunder that would reasonably be expected to have a Material Adverse Effect.

4.14 Federal Reserve Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the regulations of the Board or (b) for any purpose that violates the provisions of the regulations of the Board. If requested by any Lender Party or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

4.15 Labor Matters. Except as set forth on Schedule 4.15 or which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there is no strike, request for representation, organizing campaign, work stoppage, slowdown, lockout or other labor dispute against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payments made to employees of the Borrower or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of such Person.

4.16 ERISA. Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (whether or not waived), within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and during such five-year period, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan and no Lien in favor of the PBGC with respect to Plan or in favor of a Plan has arisen. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Plan has complied in all respects with the applicable provisions of ERISA and the Code; (ii) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (iii) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Plan under Section 4041 of ERISA or to have a trustee appointed for any Plan under Section 4042 of ERISA; (iv) no termination of a Single Employer Plan has occurred and the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; (v) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; (vi) no Multiemployer Plan to which the Borrower or any Commonly Controlled Entity contributes, is obligated to contribute to, or in the preceding five years had an obligation to contribute to, is Insolvent or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; and (vii) the Borrower is not and could not reasonably be expected to be subject to any liability with respect to any Plan.

4.17 Investment Company Act; Other Regulations.

4.18 Capitalization; Subsidiaries. As of the Closing Date, (i) the Borrower has no Subsidiaries, (ii) Schedule 4.18 accurately sets forth the ownership structure of the Borrower and (ii) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower owned by any Loan Party, except as created or permitted by the Loan Documents.

4.19 Use of Proceeds. The proceeds of the Term Loans shall be used by the Borrower, on the Closing Date, solely (a) to cause the Borrower to be released from any of its obligations (other than contingent indemnification obligations and other provisions that are expressed to survive termination) under the Existing Loan Documents by prepaying a portion of the existing indebtedness under the Existing Credit Agreement in an amount equal to the Existing Indebtedness Amount, (b) to fund the Closing Date Distribution and (c) to pay transaction costs, fees and expenses related to the Facility. The proceeds of the Revolving Loans shall be used (a) to finance the general corporate and working capital purposes of the Borrower, including to support the Borrower’s obligations to any Person under any Permitted Commodity Hedge and Power Sales Agreements, Performance Guarantees, the Revolving Facility and other collateral requirements of the Borrower and/or to fund any Revolving L/C Unreimbursed Drawing, and (b) to issue Letters of Credit and to fund the Debt Service Reserve Account or the Major Maintenance Reserve Account to the extent not financed with a Letter of Credit; provided, that the principal amount of Revolving Loans that are used to make ordinary course settlement payments under Permitted Commodity Hedge and Power Sales Agreements consisting of firm energy deliveries or hedged firm energy shall not exceed $6,000,000 at any time outstanding. The Letters of Credit shall be used to finance the general corporate and working capital purposes of the Borrower, including to support the Borrower’s obligations to any Person under any Project Contracts, Permitted Commodity Hedge and Power Sales Agreements or Performance Guarantees and for other general corporate purposes and/or to finance any other collateral requirements of the Borrower (including the funding of the Debt Service Reserve Account or the Major Maintenance Reserve Account). For the avoidance of doubt, the use of the proceeds of the Loans by the Borrower shall not violate (i) the Trading with the Enemy Act, as amended, or any of the foreign asset control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (ii) the United States Foreign Corrupt Practices Act of 1977.

4.20 Environmental Matters. Except as otherwise set forth in Schedule 4.20 hereto or except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

4.21 Accuracy of Information, Etc.

4.22 Security Documents.

4.23 Solvency. The Loan Parties, taken as a whole, are, and after giving effect to the incurrence of Indebtedness being incurred in connection herewith will be, Solvent.

4.24 Senior Indebtedness. The payment obligations of the Borrower hereunder constitute senior Indebtedness of the Borrower and will at all times rank at least pari passu in right of payment with all other present and future unsecured and unsubordinated Indebtedness of the Borrower. The payment obligations of each “Grantor” under the Guarantee and Collateral Agreement constitute senior Indebtedness of such Grantor (as defined in the Guarantee and Collateral Agreement) and will at all times rank at least pari passu in right of payment with all other present and future unsecured and unsubordinated Indebtedness of such Grantor.

4.25 Regulation H. As of the Closing Date, the Mortgage does not encumber improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, other than properties for which evidence of flood insurance policies has been delivered pursuant to Section 5.1(o)(iv) of this Agreement and such policies are in full force and effect.

4.26 Required Insurance. As of the Closing Date, all Required Insurance has been obtained and is in full force and effect.

4.27 Easements. As of the Closing Date, there are no material easements or other rights of way that are required to be obtained by or on behalf of the Borrower for the ownership and operation of the Project (including the sale of electricity and capacity therefrom) as the Project is currently designed and contemplated to be owned and operated that have not been obtained.

4.28 Regulation T and Regulation U. The Borrower is not engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T or Regulation U.

4.29 AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, any of its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of the Borrower, any Loan Party, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No use of proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Neither the Borrower nor any of its Subsidiaries, nor any Loan Party, or, to the knowledge of the Borrower, any other Affiliate of the Borrower has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

4.30 Federal Taxpayer Identification Number. The Borrower’s federal taxpayer identification number is.

4.31 Lines of Business. Neither the Borrower nor any of its Subsidiaries is engaged in any business, except for (a) those businesses in which the Borrower is engaged on the Closing Date, (b) the operation, ownership, financing and use, leasing and sale of the Project (including as improved by permitted Capital Expenditures) and (c) those business that are reasonably related thereto or reasonable extensions thereof.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Closing Date. The occurrence of the Closing Date is subject to the satisfaction or waiver of the following conditions precedent:

For the purpose of determining compliance with the conditions specified in this Section 5.1 and the conditions specified in Section 5.2 that are required to be satisfied on the Closing Date, each Lender Party that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 and required on the Closing Date under Section 5.2, unless the Administrative Agent shall have received written notice from such Lender Party prior to the proposed Closing Date specifying its objection thereto.

5.2 Conditions to Each Extension of Credit. The obligation of each Lender Party to make any extension of credit requested to be made by it hereunder on any date (including the Closing Date but other than as contemplated by Section 3.1(c)) is subject to the satisfaction or waiver (in accordance with Section 10.1) of the following conditions precedent:

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that until the Termination Date the Borrower shall, and shall cause any Subsidiary that is then in existence to (it being acknowledged that no Subsidiary is in existence as of the Closing Date):

6.1 Financial Statements. Furnish to the Administrative Agent:

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

6.2 Certificates; Other Information. Furnish to the Administrative Agent or, in the case of clauses (e) and (f), to the relevant Lender Party:

6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material payment obligations of whatever nature, except (a) where the amount or validity thereof is currently being contested in good faith by appropriate dispute resolution or other proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of any Loan Party or any other Subsidiary of the Borrower or (b) where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.4 Maintenance of Existence; Compliance; Contractual Obligations. (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable actions to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Sections 7.4 or 7.5, and except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) comply with its organizational documents, all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith would not reasonably be expected to have a Material Adverse Effect; and (c) pay (before the same become delinquent) all material taxes imposed on the Borrower, any of its Subsidiaries or any properties, except to the extent being diligently contested in good faith by appropriate proceeding and for which adequate reserves in accordance with GAAP have been set aside on the books of the Borrower or such Subsidiary, as applicable, except in each case to the extent such non-compliance or non-payment cannot reasonably be expected to cause a Material Adverse Effect.

Without limiting the foregoing (i) perform and observe all terms and provisions of each Major Project Contract to be performed or observed by it, (ii) maintain each Major Project Contract to which it is a party in full force and effect (it being understood that no Loan Party shall be required to maintain in full force and effect any Major Project Contract upon expiry or termination in accordance with its terms) and (iii) enforce each Major Project Contract against the counterparty thereto in accordance with its terms, and cause each of its Subsidiaries (if any) to do so, except, in each case, where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (after giving effect, in the case of clause (ii) above, to any replacement or substitute agreements entered into or to be entered into in accordance with the terms of the Loan Documents).

6.5 Maintenance of Property; Insurance.

6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts in which complete and correct entries shall be made of all dealings and transactions in relation to its business and activities in conformity with GAAP in effect from time to time and otherwise in compliance in all material respects with all applicable Requirements of Law and (b) permit representatives of the Administrative Agent, any Lender or any agent or representative thereof (including the Engineering Consultant) to visit and inspect any of the Project or any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired upon reasonable prior notice and to discuss the business, operations, properties and financial and other condition of the Loan Parties with officers and employees of the Loan Parties and with their independent certified public accountants (provided, that the Borrower shall be responsible for paying for the reasonable, documented out-of-pocket costs and expenses of the Administrative Agent and any such agents and representatives incurred in connection with only one such visit to the Project per calendar year, except that such limitation shall not apply upon the occurrence and during the continuance of an Event of Default).

6.7 Notices. Promptly give notice to the Administrative Agent of:

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and (other than in connection with the notices provided pursuant to Section 6.7(h) or (j)) stating what action the relevant Loan Party proposes to take with respect thereto.

6.8 Environmental Laws.

6.9 Interest Rate Protection. Within 45 days after the Closing Date, enter into and thereafter maintain Interest Rate Hedging Agreements with one or more Permitted Hedge Counterparties (in each case, documented pursuant to customary ISDA agreements or otherwise reasonably satisfactory to the Administrative Agent) to the extent necessary to provide that at least 70% but in no event greater than 105% of the aggregate principal amount of Term Loans outstanding or projected to be outstanding are subject to either a fixed interest rate or interest rate protection through the Term Facility Maturity Date; provided that to the extent at any time any Interest Rate Hedging Agreements to which the Borrower or any of its Subsidiaries cover in excess of 105% of the aggregate principal amount of the outstanding Term Loans as a result of a prepayment (whether optional or mandatory) of the Term Loans in accordance with the terms of this Agreement, the Borrower shall not be deemed to be in default of this Section 6.9 so long as the Borrower shall have terminated (in whole or in part) Interest Rate Hedging Agreements such that after giving effect to such termination no more than 105% of the aggregate principal amount of the outstanding Term Loans are subject to Interest Rate Hedging Agreements to which the Borrower and its Subsidiaries are a party within 45 Business Days of the prepayment which gave rise to such excess. For the purposes of this Section 6.9, the aggregate principal amount of Term Loans projected to be outstanding at any time shall be determined by reference to (a) the Projections and, solely for purposes of determining whether more than 105% of the aggregate principal amount of the outstanding Term Loans are subject to Interest Rate Hedging Agreements, after giving effect to actual payments and prepayments of principal in respect of the Term Loans and (b) any updated Projections delivered by the Borrower in connection with an Asset Sale or Recovery Event where Net Cash Proceeds are used to prepay Loans pursuant to Section 6.18, as the case may be, in each case giving effect solely to such Asset Sale or Recovery Event and the corresponding aggregate amount of Loans prepaid by the Borrower in connection therewith.

6.10 Additional Collateral, Etc.

6.11 Debt Service Reserve. Maintain and have available a debt service reserve in the Debt Service Reserve Account in an amount equal to the Debt Service Reserve Required Amount to be funded and maintained as set forth in the Depositary Agreement (it being understood that, after the Closing Date, if the Borrower has insufficient amounts available to it to fund the Debt Service Reserve Account as required by the Depositary Agreement or to maintain a balance in the Debt Service Reserve Account that meets the Debt Service Reserve Required Amount, the failure to so fund the Debt Service Reserve Account or maintain the Debt Service Reserve Required Amount shall not be or be deemed a Default or an Event of Default hereunder).

6.12 Major Maintenance Reserve. From and after the Closing Date, maintain and have available a major maintenance reserve in the Major Maintenance Reserve Account in an amount equal to the Major Maintenance Reserve Required Amount to be funded as set forth in the Depositary Agreement (it being understood that, if the Borrower has insufficient amounts available to it to fund the Major Maintenance Reserve Account as required by the Depositary Agreement or maintain a balance in the Major Maintenance Reserve Account equal to the Major Maintenance Reserve Required Amount, the failure to so fund the Major Maintenance Reserve Account or maintain the Major Maintenance Reserve Required Amount shall not be or be deemed a Default or an Event of Default hereunder).

6.13 Market-Based Rate Authority; Exempt Wholesale Generator Status. Take or cause to be taken all necessary or appropriate actions so that (a) it will be authorized by FERC to sell at wholesale electric energy, capacity and, to the extent applicable, ancillary services at market-based rates with all waivers of regulations and blanket authorizations as are customarily granted by FERC to entities authorized to sell electricity at wholesale at market-based rates, in each case to the extent such authorization is required for it to sell electricity at wholesale at market-based rates in accordance with all applicable Requirements of Law and (b) it maintains “exempt wholesale generator” status pursuant to PUHCA, except, in the case of sub-clauses (a) and (b), where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.14 Separateness. Comply with the following:

6.15 Revenues. Apply and pay over, and cause Holdings and the Subsidiary Guarantors (if any) to apply and pay over, all Revenues and any proceeds received in connection with any Recovery Event or Asset Sale, to the Revenue Account and the Recovery Event Proceeds Account respectively, as set forth in the Depositary Agreement.

6.16 Renewal of Permits. Renew prior to expiration, and timely take all material preliminary steps required to renew, all material Permits required for the ownership and operation of the Project, and provide copies of such renewed Permits.

6.17 Account Control Agreements. Within 45 days following the Closing Date or the opening of any Local Account, deliver to the Administrative Agent customary account control agreements in form and substance reasonably satisfactory to the Collateral Agent (the “Account Control Agreements”) for each of the Local Accounts, entered into by the depositary institution maintaining each Local Account and pursuant to which such depositary institution shall agree to comply solely with the Collateral Agent’s instructions with respect to the disposition of funds in such Local Account upon the occurrence and continuance of an Event of Default and without the consent of any other Person.

6.18 Recovery Event.

6.19 Liquidity Reserve Account.

6.20 Asset Sales.

6.21 Compliance with Sanctioned Persons and Anti-Terrorism Laws.

6.22 Use of Proceeds.

6.23 Energy & REC Hedging.

For the avoidance of doubt, the Borrower shall not be required to comply with the requirements of this Section 6.23(a) until (x) in the case of the first Energy Hedge Period, the First Hedge Compliance Date and (y) in the case of any subsequent Energy Hedge Period, the applicable Notice Date for such Energy Hedge Period.

SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that until the Termination Date, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.1 Capital Expenditures. Make or commit to make any Capital Expenditure, except Capital Expenditures of the Borrower or any Subsidiary Guarantor not exceeding, in the aggregate, for any fiscal year of the Borrower, $3,500,000; provided that the Borrower may make additional Capital Expenditures (a) relating to modifications to the Project to the extent required by Requirements of Law, (b) that are to be reimbursed by the customer under a principal lease, service agreement, operating agreement, maintenance agreement, spare parts agreement, power purchase agreement or other similar agreement relating to the Project pursuant to a Contractual Obligation on the part of such customer to reimburse such expenditures, (c) with the proceeds of Indebtedness permitted to be incurred pursuant to Section 7.2(k), (d) with voluntary capital contributions from Holdings to the Borrower or (e) under emergency circumstances to resume or maintain operation of the Project in accordance with Prudent Industry Practice, applicable Contractual Obligations or to avoid imminent threat to human life or property, which shall not, for the avoidance of doubt, be included in such amount.

7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.2, the Borrower may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one subsection. For the avoidance of doubt, any Indebtedness permitted to be incurred by the Borrower or a Subsidiary under a specific subsection of this Section 7.2 and any Guarantee Obligation in respect of such Indebtedness which is also permitted to be incurred by the Borrower or any Subsidiary under the same subsection of this Section 7.2 shall not count as two separate amounts of Indebtedness for purposes of calculating compliance with the limitations set forth in such subsection.

7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”):

To the extent that the creation, incurrence or assumption of any Lien could be attributable to more than one subsection of this Section 7.3, the Borrower may allocate such Lien to any one or more of such subsections and in no event shall the same portion of Lien be deemed to utilize or be attributable to more than one subsection.

7.4 Fundamental Changes. Effect any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business without concurrently prepaying all the Loans in accordance with Section 2.9(a)(i), except:

7.5 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

To the extent that the Disposition of any property could be attributable to more than one subsection of this Section 7.5, the Borrower may allocate such Disposition to any one or more of such subsections and in no event shall the same portion of Disposition be deemed to utilize or be attributable to more than one subsection.

7.6 Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Payments”), except:

Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower may make the Closing Date Distribution and such payment shall not be considered a Restricted Payment under any Loan Document.

7.7 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except: